Bio-Techne

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2024, or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period
from                      to
Commission file number 0-17272
BIO-TECHNE CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota
 
41-1427402
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
614 McKinley Place N.E.
Minneapolis, MN 55413
 
(612) 379-8854
(Address of principal executive offices) (Zip Code)
 
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
TECH
The NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes ☒  No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ☐  No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes ☒  No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter
period that the registrant was required to submit such files).   Yes ☒  No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated
filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
 Large accelerated filer
☒
Accelerated filer
☐
 
 
 
 
 Non-accelerated filer
☐
Smaller reporting company
☐
 
 
 
 
 
 
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   Yes ☐  No ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statement of the registrant included in the filing reflect the correction of an error to previously issued financial
statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant
period pursuant to Section 240.10D-1(b). ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-
Oxley Act (15 USC. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒  No ☐
As of December 31, 2023, the aggregate market value of the Common Stock held by non-affiliates of the Registrant was $12.1 billion based upon the closing sale price as reported on The Nasdaq Stock Market ($77.16 per
share). Shares of Common Stock held by each officer and director and by each person who owns 5% or more of the outstanding Common Stock have been excluded.
As of August 16, 2024, 158,600,408 shares of the Company’s Common Stock ($0.01 par value) were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company’s Proxy Statement for its 2024 Annual Meeting of Shareholders are incorporated by reference into Part III.

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TABLE OF CONTENTS
 
 
Page
PART I
 
 
 
Item 1.
Business
6
 
 
 
Item 1A. Risk Factors
17
 
 
 
Item 1B. Unresolved Staff Comments
30
 
 
 
Item 1C.
Cybersecurity
30
Item 2.
Properties
31
 
 
 
Item 3.
Legal Proceedings
32
 
 
 
Item 4.
Mine Safety Disclosures
32
 
 
 
PART II
 
 
 
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
32
 
 
 
Item 6.
Selected Financial Data
35
 
 
 
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
35
 
 
 
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
49
 
 
 
Item 8.
Financial Statements and Supplementary Data
50
 
 
 
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
90
 
 
 
Item 9A. Controls and Procedures
90
 
 
 
Item 9B. Other Information
91
 
 
 
PART III
 
 
 
Item 10.
Directors, Executive Officers
92
 
 
 
Item 11.
Executive Compensation
92
 
 
 
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
92
 
 
 
Item 13.
Certain Relationships and Related Transactions, and Director Independence
92
 
 
 
Item 14.
Principal Accounting Fees and Services
92
 
 
 
PART IV
 
Item 15.
Exhibits, Financial Statement Schedules
93
 
 
 
 
SIGNATURES
97

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3
In this Annual Report, the terms “Bio-Techne” or the “Company” refer to Bio-Techne Corporation, Bio-Techne Corporation and its
consolidated subsidiaries, or the consolidated subsidiaries of Bio-Techne Corporation, as the context requires.
FORWARD-LOOKING INFORMATION AND CAUTIONARY STATEMENTS
Certain statements included or incorporated by reference in this Annual Report, in other documents we file with or furnish to the Securities
and Exchange Commission (“SEC”), in our press releases, webcasts, conference calls, materials delivered to shareholders and other
communications, are “forward-looking statements” within the meaning of the U.S. federal securities laws. All statements other than
historical factual information are forward-looking statements, including without limitation statements regarding: projections of revenue,
expenses, profit, profit margins, pricing, tax rates, tax provisions, cash flows, our liquidity position or other projected financial measures;
management’s plans and strategies for future operations, including statements relating to anticipated operating performance, cost
reductions, new product and service developments, competitive strengths or market position, acquisitions and the integration thereof,
strategic opportunities, dividends and executive compensation; growth, declines and other trends in markets we sell into; new or modified
laws, regulations and accounting pronouncements; future regulatory approvals and the timing and conditionality thereof; outstanding
claims, legal proceedings, tax audits and assessments and other contingent liabilities; future foreign currency exchange rates and
fluctuations in those rates; general economic and capital markets conditions; the anticipated timing of any of the foregoing; assumptions
underlying any of the foregoing; and any other statements that address events or developments that Bio-Techne intends or believes will or
may occur in the future. Terminology such as “believe,” “anticipate,” “should,” “could,” “intend,” “will,” “plan,” “expect,” “estimate,”
“project,” “target,” “may,” “possible,” “potential,” “forecast” and “positioned” and similar references to future periods are intended to
identify forward-looking statements, although not all forward-looking statements are accompanied by such words. Forward-looking
statements are based on assumptions and assessments made by our management in light of their experience and perceptions of historical
trends, current conditions, expected future developments and other factors they believe to be appropriate. These forward-looking statements
are subject to a number of risks and uncertainties, including but not limited to the risks and uncertainties set forth below and under
“Item 1A. Risk Factors” in this Annual Report.
Forward-looking statements are not guaranties of future performance and actual results may differ materially from the results,
developments and business decisions contemplated by our forward-looking statements. Accordingly, you should not place undue reliance
on any such forward-looking statements. Forward-looking statements speak only as of the date of the report, document, press release,
webcast, call, materials or other communication in which they are made. Except to the extent required by applicable law, we do not assume
any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments
or otherwise.
Investment in our securities involves risk and uncertainty and you should carefully consider all information in this Annual Report on
Form 10-K prior to making an investment decision regarding our securities. Below is a summary of material risks and uncertainties we
face, which are discussed more fully in “Item 1A. Risk Factors”:
Economic and Industry
●
Conditions in the global economy, the particular markets we serve and the financial markets, whether brought about by
material global crises or other factors, may adversely affect our business and financial results.
●
International political, compliance and business factors, including the military conflict in Ukraine, Israel’s conflict in Gaza,
and trade tensions between the U.S. and China, can negatively impact our operations and financial results.
●
The healthcare and life sciences industries that we serve face constant pressures and changes in an effort to reduce healthcare
costs or increase their predictability, all of which may adversely affect our business and financial results.

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Acquisition and Investment Risks
●
Our inability to complete acquisitions at our historical rate and at appropriate prices, and to make appropriate investments that
support our long-term strategy, could negatively impact our growth rate and stock price.
●
Our acquisition of businesses, investments, joint ventures and other strategic relationships, if not properly implemented or
integrated, could negatively impact our business and financial results.
●
We may be required to record a significant charge to earnings if our goodwill and other amortizable intangible assets or other
investments become impaired, which could negatively impact our financial results or stock price.
Strategic and Operational Risks
●
Our success will be dependent on recruiting and retaining highly qualified and diverse personnel and creating and maintaining
a culture that successfully integrates the employees joining through acquisitions.
●
Our growth depends in part on the timely development and commercialization of new and enhanced products and services that
meet our customers’ needs. Our growth can also be negatively impacted if our customers do not grow as anticipated.
●
We face intense competition, and if we are unable to compete effectively, we may experience decreased demand and decreased
market share or need to reduce prices to remain competitive.
●
A significant disruption in, or breach of security of, our information technology systems or data, or violation of data privacy
laws, could result in damage to our reputation, data integrity, and/or subject us to costs, fines, or lawsuits under data privacy
or other laws or contractual requirements.
●
If we suffer a loss to our supply chains, distribution systems or information technology systems due to catastrophe or other
events, our operations could be seriously harmed.
●
The manufacture of many of our products is a complex process, and if we directly or indirectly encounter problems
manufacturing products, our business and financial results could suffer.
●
If we cannot adjust our manufacturing capacity or the purchases required for our manufacturing activities to reflect changes
in market conditions or customer demand, our business and financial results may suffer. In addition, our reliance upon sole or
limited sources of supply for certain materials, components and services can cause production interruptions, delays and
inefficiencies.
●
The Company relies heavily on internal manufacturing and related operations to produce, package and distribute its products
which, if disrupted, could materially impair our business operations. Our business could be adversely affected by disruptions
at our sites.
●
Climate change and related environmental risks, or legal or regulatory measures to address climate change and/or related
environmental risks, may negatively affect us.
●
Defects, unanticipated use of or inadequate disclosure with respect to our products, or allegations thereof, can adversely affect
our business and financial results.
●
Because we rely heavily on third-party package-delivery services, a significant disruption in these services or significant
increases in prices may disrupt our ability to ship products, increase our costs and lower our profitability.

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Intellectual Property Risks
●
We are dependent on maintaining our intellectual property rights. If we are unable to adequately protect our intellectual
property, or if third parties infringe our intellectual property rights, we may suffer competitive injury or expend significant
resources enforcing our rights.
●
We may be involved in disputes to determine the scope, coverage and validity of others’ proprietary rights, or to defend
against third-party claims of intellectual property infringement, any of which could be time-intensive and costly and may
adversely impact our business.
Financial and Tax Risks
●
We have entered into and drawn on a revolving credit facility, and we may incur additional debt in the future. The burden of
this additional debt could adversely affect us, make us more vulnerable to adverse economic or industry conditions, and
prevent us from funding our expansion strategy.
●
Our business and financial results can be adversely affected by foreign currency exchange rates, changes in our tax rates, and
tax liabilities and assessments (including as a result of changes in tax laws).
●
Dividends on our common stock could be reduced or eliminated in the future.
Legal, Regulatory, Compliance and Reputational Risks
●
Our business is subject to extensive regulation; failure to comply with these regulations could adversely affect our business
and financial results.
●
Significant developments or changes in U.S. laws or policies, including changes in U.S. trade policies and tariffs and the
reaction of other countries thereto, can have an adverse effect on our business and financial results.
●
Our business and financial results can be impaired by improper conduct of any of our employees, agents, or business partners.
●
Certain of our businesses are subject to extensive regulation by the U.S. FDA and the USDA and by comparable agencies of
other countries, as well as laws regulating fraud and abuse in the healthcare industry and the privacy and security of health
information. Failure to comply with those regulations could adversely affect our business and financial results.
●
Failure to comply with privacy and security laws and regulations could result in fines, penalties and damage to the Company’s
reputation and have a material adverse effect upon the Company’s business, a risk that has been elevated with recent
acquisitions that use protected health information and utilize healthcare providers for laboratory testing services.

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PART I
ITEM 1. BUSINESS
OVERVIEW
Bio-Techne and its subsidiaries, collectively doing business as Bio-Techne Corporation (Bio-Techne, we, our, us or the Company), develop,
manufacture and sell life science reagents, instruments and services for the research, diagnostics and bioprocessing markets worldwide.
With our broad product portfolio and application expertise, we sell integral components of scientific investigations into biological
processes and molecular diagnostics, revealing the nature, diagnosis, etiology and progression of specific diseases. Our products aid in drug
discovery efforts and provide the means for accurate clinical tests and diagnoses.
We manage the business in two operating segments – our Protein Sciences segment and our Diagnostics and Genomics segment. Our
Protein Sciences segment is a leading developer and manufacturer of high-quality biological reagents used in all aspects of life science
research, diagnostics and cell and gene therapy. This segment also includes proteomic analytical tools, both manual and automated, that
offer researchers and pharmaceutical manufacturers efficient and streamlined options for protein analysis, automated western blot, and
multiplexed ELISA workflows. Our Diagnostics and Genomics segment develops and manufactures diagnostic products, including
controls, calibrators, and diagnostic assays for the regulated diagnostics market, exosome-based molecular diagnostic assays, advanced
tissue-based in-situ hybridization assays for spatial genomic and tissue biopsy analysis, and genetic and oncology kits for research and
clinical applications.
We are a Minnesota corporation with our global headquarters in Minneapolis, Minnesota. We were founded in 1976 as Research and
Diagnostic Systems, Inc. We became a publicly traded company in 1985 through a merger with Techne Corporation, now Bio-Techne
Corporation. Our common stock is listed on the NASDAQ under the symbol “TECH.” We operate globally, with offices in many locations
throughout North America, Europe and Asia. Today, our product lines include hundreds of thousands of diverse products, most of which we
manufacture ourselves in multiple locations in North America, as well as a location each in the U.K. and China.
Our historical focus was on providing high quality proteins, antibodies and immunoassays to the life science research market and
hematology controls to the diagnostics market. Since 2013, we have been implementing a disciplined strategy to accelerate growth in part
by acquiring businesses and product portfolios that leveraged and diversified our existing product lines, filled portfolio gaps with
differentiated high growth businesses, and expanded our geographic scope. From fiscal years 2013 through 2024 we have acquired, agreed
to acquire, or made investments in twenty companies that have expanded the product offerings and geographic footprint of both
operating segments, including the acquisition of Lunaphore SA (“Lunaphore”) at the beginning of fiscal year 2024. We also completed a
19.9% investment in Wilson Wolf Corporation (“Wilson Wolf”) in fiscal year 2023, and will acquire the remaining ownership in Wilson
Wolf by the end of calendar year 2027, if not earlier due to its achievement of revenue or earnings before interest, taxes, depreciation, and
amortization (“EBITDA”) targets. Additionally, subsequent to fiscal 2024, we made an investment in Spear Bio, which is a leader in the
development and manufacturing of ultra-sensitive immunoassays capable of measuring protein biomarkers at attomolar level from sub-
microliter sample volume. Recognizing the importance of an integrated, global approach to meeting our mission and accomplishing our
strategies, we have maintained many of the brands of the companies we have acquired, but unified under a single global brand -- Bio-
Techne.
We are committed to providing the life sciences community with innovative, high-quality scientific tools that allow our customers to make
extraordinary discoveries and treat and diagnose diseases. We intend to build on Bio-Techne’s past accomplishments, high product quality
reputation and sound financial position by executing strategies that position us to serve as the standard for biological content in the research
market, and to leverage that leadership position to enter the diagnostics and other adjacent markets. Our strategic pillars include:
Grow & Leverage the Core. Through collaborations with key opinion leaders, participation in scientific discussions and
societies, and leveraging our internal talent we expect to be able to convert our continued significant investment in our
research and development activities to be first-to-market with quality products that are at the leading edge of life science
researchers’ needs.

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Capitalize on High Potential Markets. We will continue to leverage our strong balance sheet to gain access to new and
differentiated technologies and products that improve our competitiveness in the current market, meet customers’ expanding
workflow needs and allow us to enter adjacent markets.
Market Expansion Through Innovation & Acquisition. We will leverage our existing portfolio to expand our product
offerings into novel research fields and further penetrate diagnostics and therapeutics markets. Acquisitions have, and will
likely continue to play, an important role in our efforts to expand our portfolio of innovative tools and bioactive reagents, and
support our initiatives to enter adjacent markets.
Deliver Best-in-Class Customer Experience. We will continue to expand our sales staff and distribution channels globally in
order to increase our global presence and make it easier for customers to transact with us. We strive for every interaction to
be seamless, personalized, and exceeding expectations. We aim to deeply understand customers wants and needs while
simultaneously offering high-quality service at every touchpoint.
Develop People Through a Transofrmative Culture. As we continue to grow both organically and through acquisition, we are
intentionally fostering an “EPIC” culture based on the ideals of Empowerment, Passion, Innovation and Collaboration. We
strive to recruit, train and retain the most talented staff, who share these EPIC ideals to effectively implement our global
strategies.
PROTEIN SCIENCES SEGMENT
Protein Sciences Segment Products and Markets
The Protein Sciences segment is the larger of our two segments, representing approximately 72% of our net sales in fiscal 2024. It is
comprised of two divisions with complementary product offerings serving many of the same customers – the Reagent Solutions division
and the Analytical Solutions division.
The Reagent Solutions division consists of specialized proteins, such as cytokines and growth factors, antibodies, small molecules, tissue
culture sera and cell selection technologies traditionally used by researchers to further their life science experimental activities and by
companies developing next generation diagnostics and therapeutics, including companies developing cell- and gene-based therapeutics. We
believe we are the world leader in providing high quality proteins, both for research use and under current Good Manufacturing Practices,
or cGMP. Key product brands include R&D Systems, Tocris Biosciences and Novus Biologicals. Our combined chemical and biological
reagents portfolio provides high quality tools that customers can use in solving complex biological pathways and glean knowledge that may
lead to a more complete understanding of biological processes, and, ultimately, to the development of novel therapeutic strategies to
address different pathologies. In recent years, we have made several acquisitions and investments that have expanded our product offerings
for the cell and gene therapy market.  These include a significant investment in state-of-the art facilities for production of both proteins and
small molecules in large quantities manufactured in accordance with cGMP, as well as a 19.9% investment in – and eventual acquisition of
– Wilson Wolf, which is a leading provider of cell culture devices for cell-based therapies.  Through a collaborative marketing venture with
Wilson Wolf and another company, we have leveraged the products we have or are developing to provide a more complete offering for the
cell and gene therapy market.
The Analytical Solutions division includes manual and automated protein analysis instruments and immunoassays that are used in
quantifying proteins in a variety of biological fluids. Products in this division include traditional manual plate-based immunoassays, fully
automated multiplex immunoassays on various instrument platforms, and automated western blotting and isoelectric focusing analysis of
complex protein samples. Key product brands include R&D Systems and ProteinSimple. A number of our products have been demonstrated
to have the potential to serve as predictive biomarkers and therapeutic targets for a variety of human diseases and conditions including
cancer, autoimmunity, diabetes, hypertension, obesity, inflammation, neurological disorders, and kidney failure. Immunoassays can also be
useful in clinical diagnostics. In fact, we have received Food and Drug Administration (FDA) marketing clearance for a few of our
immunoassays for use as in vitro diagnostic devices. 

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Protein Sciences Segment Customers and Distribution Methods
Our customers for this segment include researchers in academia and industry (chiefly pharmaceutical and biotech companies as well as
contract research organizations). This segment also sells to diagnostic/companion diagnostic and therapeutic customers, especially
customers engaged in the development of cell- and gene-based therapies. Our biologics line of products in the Analytical Solutions division
is used chiefly by production and quality control departments at biotech and pharmaceutical companies. We sell our products directly to
customers who are primarily located in North America, Europe and China, as well as through a distribution agreement with Thermo Fisher
Scientific. We also sell through third party distributors in China, Japan, certain eastern European countries and the rest of the world. Our
sales are widely distributed, and no single end-user customer accounted for more than 10% of the Protein Sciences segment’s net sales
during fiscal 2024, 2023, or 2022.
DIAGNOSTICS AND GENOMICS SEGMENT
The Diagnostics and Genomics segment, representing approximately 28% of our net revenues in fiscal 2024, includes three divisions and is
focused primarily on the diagnostic and research markets and includes spatial biology, liquid biopsy, molecular diagnostics kits and
products, and diagnostics reagents.
Diagnostics and Genomics Segment Products
The Spatial Biology division products sold under the Advanced Cell Diagnostics, or ACD, brand, are novel in-situ hybridization (ISH)
assays for transcriptome, DNA copy, and structural variation analysis within intact cells, providing highly sensitive and specific spatial
information at single cell resolution. Since these products preserve spatial context, they are particularly useful for complex tissue profiling.
In the first quarter of fiscal year 2024, we closed on the acquisition of Lunaphore, a leading developer of fully automated spatial biology
solutions using precision microfluidic technology capable of revealing hyperplex proteomic and transcriptomic biomarkers in tumors and
other tissues at single-cell and subcellular resolution. Lunaphore’s COMET instrument automates ACD’s RNAscope assays and utilizies
antibodies to enable simultaneous hyperplex detection of protein and RNA biomarkers on the same slide at single-cell resolution.
The Molecular Diagnostics division markets and sells products and services under the Exosome Diagnostics and Asuragen brands.  The
Exosome Diagnostics brand is based on exosome-based liquid biopsy techniques that analyze genes or their transcripts.  It includes the
ExoDx Prostate test, which is a urine-based assay for early detection of high-grade prostate cancer used as an aid in deciding the need for
biopsy in men with grey-zone prostate specific antigen (PSA) scores. ExoDX Prostate is offered by Exosome Diagnostics as a lab-
developed test. We have also licensed exclusively the ExoTRU kidney transplant rejection test to Thermo Fisher Scientific. We also sell
products for genetic carrier screening, oncology diagnostics, molecular controls, and research under the Asuragen brand.
The Diagnostic Reagents division consists of regulated products traditionally used as calibrators and controls in the clinical setting. Also
included are instrument and process control products for hematology, blood chemistry, blood gases, coagulation controls and reagents used
in various diagnostic applications. We often manufacture these reagents on a custom basis, tailored to a customer’s specific diagnostic
assay technology. We supply these reagents in various formats including liquid, frozen, or in lyophilized form. Most of these products are
sold on an Original Equipment Manufacturer (OEM) basis to instrument manufacturers, with most products being FDA-cleared.
Diagnostics and Genomics Segment Customers and Distribution Methods
The customers for the Spatial Biology division include researchers in academia as well as investigators in pharmaceutical and biotech
companies. We sell our products directly to those customers who are primarily located in North America, Europe, and China, and through
distributors elsewhere. In addition to being useful research tools, our DNA and RNA in situ hybridization (ISH) assays have diagnostics
applications as well, and several are cleared or currently under review by the FDA in partnership with diagnostics instrument manufacturers
and pharmaceutical companies.
In the United States, we offer the ExosomeDx Prostate test to physicians using our lab-developed non-invasive urine-based assay for
prostate cancer detection. Our diagnostic laboratory is certified under and regulated by the State of Massachusetts pursuant to the Clinical
Laboratory Improvement Amendments, or CLIA. We reach our customers through physicians prescribing such tests for their patients. This
test is also available in Europe as a CE-marked product. The Asuragen-

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branded products are sold primarily to laboratories for use in lab-developed tests or in kit form as regulated diagnostic tests.
The majority of Diagnostic Reagents Division’s sales are through OEM agreements, but we sell some of our diagnostic reagent products
directly to customers and, in Europe and Asia, also through distributors.
No customer accounted for 10% or more of the reporting segment’s consolidated net sales during fiscal years 2024, 2023 or 2022.
MANUFACTURING AND MATERIALS
Our manufacturing operations use a wide variety of raw materials and components, including electronic components, chemicals and
biological materials. No single supplier is material, although for some components that require particular specifications or regulatory or
other qualifications there may be a single supplier or a limited number of suppliers that can readily provide such components. We utilize a
number of techniques to address potential disruption in and other risks relating to our supply chain, which in certain cases includes the use
of safety stock, alternative materials, and qualification of multiple supply sources.
The majority of our products are shipped within one day of receipt of the customers’ orders, other than our instruments and related
cartridges, which are typically shipped within one to two weeks of receipt of an order. There was no significant backlog of orders for our
products as of the date of this Annual Report on Form 10-K or as of a comparable date. For additional discussion of risks relating to supply
chain and manufacturing, refer to “Item 1A. Risk Factors.”
COMPETITION
Although our segments both generally operate in highly competitive markets, it is difficult to determine our competitive position, either in
the aggregate or by segment, since none of our competitors offer all of the same product and service lines or serve all of the same markets
as the Company, or any of its segments, does. Because of the range of the products and services we sell, we encounter a wide variety of
competitors, including a number of large, global companies or divisions of such companies with substantial capabilities and resources, as
well a number of smaller, niche competitors with specialized product offerings. We have seen increased competition in a number of our
markets as a result of the entry of new companies into certain markets, the entry of competitors based in low-cost manufacturing locations,
and increasing consolidation in particular markets. The number of competitors varies by product line. Key competitive factors vary among
the Company’s businesses, but include the specific factors noted above with respect to each particular business and typically also include
price, quality and safety, performance, delivery speed, application expertise, service and support, technology and innovation, distribution
network, breadth of product, service and software offerings, and brand name recognition. We believe our competitive position is strong due
to the unique aspects of many of our products and our product quality.  For a discussion of risks related to competition, refer to “Item 1A.
Risk Factors.”
SEASONALITY OF BUSINESS
Bio-Techne believes there is some seasonality as a result of vacation and academic schedules of its worldwide customer base, particularly
for the Protein Sciences segment.  
There is also some seasonality for the ExosomeDx Prostate test, as patients tend to avoid scheduling medical appointments during the
summer and other holidays.   A majority of Diagnostics Reagents division products are manufactured in large bulk lots and sold on a
schedule set by the customer. Consequently, sales for that division can be unpredictable, and not necessarily based on seasonality. As a
result, we can experience material and sometimes unpredictable fluctuations in our revenue from the Diagnostics and Genomics segment.
GOVERNMENT CONTRACTS
Although the Company transacts business with various government entities, no government contract is of such magnitude that renegotiation
of profits or termination of the contract at the election of the government entity would have a material adverse effect on the Company’s
financial results. As a party to these contracts, Bio-Techne does have to comply with

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certain regulations that apply to companies doing business with governments. For a discussion of risks related to government contracting
requirements, see “Item 1A. Risk Factors.”
NEW PRODUCTS AND RESEARCH AND DEVELOPMENT
We believe that our future success depends, to a large extent, on our ability to keep pace with changing technologies and market needs.
 Bio-Techne is engaged in continuous research and development in all of our major product lines.  We also carry out research to develop
new products that build upon and expand the technologies we acquire through our acquisition strategy.  In fiscal 2024, we introduced over
800 new products.  While this is an area of focus for the Company, there is no assurance that any of the products in the research and
development phases can be successfully completed or, if completed, can be successfully introduced into the marketplace.
HUMAN CAPITAL
Through its subsidiaries, Bio-Techne employed approximately 3,100 full-time and part-time employees as of June 30, 2024, of whom
approximately 2,300 were employed in the United States and approximately 800 outside the United States. None of the United States
employees are unionized. Outside the United States, the Company has government-mandated collective bargaining arrangements or work
councils in certain countries.
Bio-Techne is committed to attracting, developing, engaging, and retaining the best people possible from around the world to sustain and 
grow our leadership position in life sciences tools and diagnostics. We strive to create an employee experience that allows each to achieve 
their life’s best work. This is demonstrated by leading with our EPIC values of Empowerment, Passion, Innovation and Collaboration. We 
continuously build on our people-first culture, led by uncompromising integrity, hosting a place of belonging, granting access to innovation 
and respecting human rights around the globe.   
Our talent management strategy spans multiple key dimensions, including the following:
Culture and Governance
Our four EPIC values of Empowerment, Passion, Innovation and Collaboration are the backbone for the way we approach the leadership
and direction of our work force. Employees are empowered to realize their potential. Our culture supports and encourages a collaborative
approach to working with each other and with our customers. We encourage innovation to continually improve our products, services and
processes, and our passions for science and the missions of our customers are our guiding lights.
Our EPIC values are embedded in our culture and practices. To further amplify our desired behaviors, we have an annual employee
recognition program in which we ask for nominations and recognize winning individuals and teams across our business who have best
demonstrated our EPIC values.
Bio-Techne’s Board of Directors reviews management succession planning at least annually, and its Compensation Committee reviews the
Company’s talent management strategy periodically in connection with significant initiatives and acquisitions, as well as part of its
oversight of our executive and equity compensation programs. At the management level, our Chief Human Resources Officer, who reports
directly to our President and CEO, is responsible for the development and execution of the Company’s talent management strategy.
Engagement and Belonging
Our engagement strategy focuses on developing the best workplace and best people leaders to meet our employees’ needs. We believe that
strong employee engagement helps enable higher retention and better business performance. We assess our engagement performance
through regular consultation with our managers.   We also engage more formally via an annual engagement survey that assesses our
employees’ overall experience. In 2024, 74% of our global workforce participated, and 77% of those who responded provided favorable
feedback.  While these responses were quite positive, our management used the responses to inform and shape our future employee-
focused initiatives. These initiatives in the past have resulted in changes in programs and policies, including expansion of our management
and leadership development programs, addition of a parental leave program, expansion of our incentive programs to include annual cash

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bonuses to all employees, introduction of flexible working, addition of an internal communications function, leadership engagement
focused on transparency and stronger feedback follow-up,  and expansion of the breadth and resources of our Employee Resource Groups
(ERGs).  In fiscal year 2024, we empowered work/life integration through hybrid work models wherever feasible, continued to cultivate
belonging and inclusion through deepened investment of resources to our ERGs, and paved the path for career growth through the
personalized development and implementation of individual action plans.
We believe a diverse workforce and culture of belonging is central to drive innovation, fuel growth and help ensure our technologies and
products effectively serve a global customer base. The Company’s executive-sponsored Belonging initiative is focused on providing a
welcoming working environment for all employees, continued education, broadening our candidate pools, and implementing and sustaining
programs. One of the centerpieces of our talent development strategy is our ERGs, coordinated under the guidance of our executive-
sponsored Employee Resource Group Council; they offer mentorship, support and engagement to help our employees, including those from
underrepresented groups, succeed and thrive. As of June 30, 2024, we had 10 ERGs operating globally.
As of June 30, 2024, 49% of our total employee population was female, and 43% of our managerial employees were female. 39% of our
total employee population identified as nonwhite and 26% of our managerial employees identified as nonwhite.  
Recruitment and Retention
Bio-Techne believes that sustaining its profitable growth will require a continued focus on recruiting and retaining top, diverse talent. We 
engage in a variety of recruiting strategies intended to locate and identify qualified candidates and create a talent pipeline.  The Company 
offers competitive pay and benefits, from flexible work to financial planning resources to an employee stock purchase plan.  In recent 
years, we bolstered our recruitment and retention efforts by expanding eligibility to receive stock options deeper into the organization and 
expanded our Long-Term Incentive program strategy to include a combination of stock options and restricted stock units, instead of 
exclusively stock options. Bio-Techne continues to offer a referral bonus with the understanding that this is one of our most successful 
sourcing methods. 
In addition to pay and benefits, Bio-Techne believes that the ability to retain employees requires an environment where they can work
productively and where there are opportunities to grow and advance. The Company therefore seeks to cultivate a culture of empowerment
and collaboration, where employees can observe the impact of their efforts, and where they see opportunities both laterally and vertically.
The last fiscal year continued to see considerable employee mobility across all industries, including the biotechnology industry, but we 
nonetheless significantly reduced our attrition rate to maintain durable stability across our enterprise.  We believe that Bio-Techne’s 
sustained efforts on recruitment and retention will fortify our resilience in the face of increased employee mobility and economic 
challenges.
Talent Development and Learning and Development
Bio-Techne invests in people development in the belief that growing and promoting employees from within the Company creates a more
sustainable organization. High potential employees are identified through our annual talent review strategy, as well as through leadership
development programs designed to cultivate future leaders.  Employees identified as high potential are elevated to the attention of senior
management for consideration for additional development, growth opportunities, and career advancement.
Our global Learning and Development program delivers a wide range of initiatives including a validated suite of compliance training, and
soft, technical, business, interpersonal and career skills. Bio-Techne also encourages and supports employees who wish to supplement their
growth through external training and education.  As a company that regularly acquires other businesses, we believe it is important for
employees to be trained in the skills and mindsets that enable them to respond positively to change. This initiative allows individuals to
deal with change easily and reduces the need to run large scale change management programs.

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Well-Being and Safety
The Company is committed to protecting the physical health, safety, and psychological well-being of our employees by providing a safe
work environment and permitting hybrid work schedules wherever feasible. We actively monitor and adjust our crisis management plan
and response protocol to protect our employees. Bio-Techne trains all employees on foundational safety principles and requires more
rigorous safety and hazard awareness training where appropriate based on function, role, or team. At Bio-Techne, all employees are
empowered and encouraged to maintain and create a safe workplace. In addition, we offer internal and external resources to provide for the
psychological and emotional security of employees, including employee resource programs, mental health benefit coverage, and flexible
work for many roles.  
Community
The Company believes in giving back and in supporting the local communities in which we live and work. The Company and its
employees donate financially and by giving their time and energy. Most sites or departments engage in local charitable causes and
activities. In some of our sites, employees are encouraged to give through regular payroll deductions and through the annual campaign
week where employee contributions are matched by the Company. Some charitable causes are identified and promoted by our ERGs.  In
addition, United States employees receive a paid day off to participate in local opportunities to give back to the community as part of our
volunteer time off benefit.
INTELLECTUAL PROPERTY
Our success depends in part upon our ability to protect our core technologies and intellectual property. To accomplish this, we rely on a
combination of intellectual property rights, including patents, trade secrets and trademarks, as well as customary contractual protections in
our terms and conditions and other sales-related documentation.
As of June 30, 2024, we had rights to approximately 710 granted patents and approximately 330 pending patent applications. Products in
the Analytical Solutions and the Spatial Biology divisions are protected primarily through pending patent applications and issued patents.
In addition, certain of our products are covered by licenses from third parties to supplement our own patent portfolio. Patent protection, if
granted, generally has a life of 20 years from the date of the patent application or patent grant. We cannot provide assurance that any of our
pending patent applications will result in the grant of a patent, whether the examination process will require us to narrow our claims, and
whether our claims will provide adequate coverage of our competitors’ products or services.
In addition to pursuing patents on our products, we also preserve much of our innovation as trade secrets, particularly in the Reagent
Solutions division of our Protein Sciences segment. Where appropriate, we use trademarks or registered trademarks in connection with our
products.  We have taken steps to protect our intellectual property and proprietary technology, in part  by entering into confidentiality
agreements and intellectual property assignment agreements with our employees, consultants, corporate partners and, when needed, our
advisors. See the description of risks associated with the Company’s intellectual property in “Item 1A. Risk Factors.”
We can give no assurance that Bio-Techne’s products do not infringe upon patents or proprietary rights owned or claimed by others. Bio-
Techne has not conducted a patent infringement study for each of its products. Where we have been contacted by patent holders with
certain intellectual property rights, Bio-Techne typically has entered into licensing agreements with patent holders under which it has the
exclusive and/or non-exclusive right to use patented technology as well as the right to manufacture and sell certain patented products to the
research and/or diagnostics markets.
All trademarks, trade names, product names, graphics, and logos of Bio-Techne contained herein are trademarks and registered trademarks
of Bio-Techne or its subsidiaries, as applicable, in the United States and/or other countries.   Solely for convenience, we may refer to
trademarks in this Annual Report on Form 10-K without the ™ or ® symbols.  Such references are not intended to indicate that we will not
assert our full rights to our trademarks.  
LAWS AND REGULATIONS
Our operations, and some of the products we offer, are subject to a number of complex laws and regulations governing the production,
marketing, handling, transportation, and distribution of our products and services. The following sections describe certain significant
regulations pertinent to the Company. These are not the only laws and regulations applicable

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to the Company’s business. For a description of risks related to laws and regulations to which we are subject, refer to “Item 1A. Risk
Factors.”
Medical Device Regulations
A number of our products are classified as medical devices and are subject to restrictions under domestic and foreign laws, rules,
regulations, self-regulatory codes and orders, including but not limited to the U.S. Food, Drug and Cosmetic Act (the “FDCA”). The FDCA
requires these products, when sold in the United States, to be safe and effective for their intended uses and to comply with the regulations
administered by the U.S. Food and Drug Administration (“FDA”). The FDA regulates the design, development, testing, manufacture,
advertising, labeling, packaging, marketing, distribution, import and export and record keeping for such products. Many medical device
products are also regulated by comparable agencies in non-U.S. countries in which they are produced or sold.
Any medical devices we manufacture and distribute are subject to pervasive and continuing regulation by the FDA and certain state and
non-U.S. agencies. As a medical device manufacturer, our manufacturing facilities are subject to inspection on a routine basis by the FDA.
We are required to adhere to the Current Good Manufacturing Practices (“cGMP”) requirements, as set forth in the Quality Systems
Regulation (“QSR”), which require manufacturers, including third-party manufacturers, to follow stringent design, testing, control,
documentation and other quality assurance procedures during all phases of the design and manufacturing process.
We must also comply with post-market surveillance regulations, including medical device reporting (“MDR”), requirements which require
that we review and report to the FDA any incident in which our products may have caused or contributed to a death or serious injury. We
must also report any incident in which our product has malfunctioned if that malfunction would likely cause or contribute to a death or
serious injury it if were to recur.
Labeling and promotional activities are subject to scrutiny by the FDA and, in certain circumstances, by the Federal Trade Commission.
Medical devices approved or cleared by the FDA may not be promoted for unapproved or uncleared uses, otherwise known as “off-label”
promotion. The FDA and other agencies actively enforce the laws and regulations prohibiting the promotion of off-label uses.
In the European Union (“EU”), our products are subject to the medical device laws of the various member states, which are currently based
on a Directive of the European Commission. Additionally, the EU has adopted the In Vitro Diagnostic Regulation (the “EU IVDR”), which
imposes stricter requirements for the marketing and sale of in vitro diagnostic medical devices, including in the area of clinical evaluation
requirements, quality systems and post-market surveillance. Manufacturers of in vitro diagnostics medical devices that have been marketed
and sold under the prior regulatory regime now have to comply with some of the new EU IVDR requirements, while the effective date of
other requirements have been delayed. Complying with EU IVDR may require material modifications to our quality management systems,
additional resources in certain functions, updates to technical files and additional clinical data in some cases, among other changes.
One of our products under our Exosome Diagnostics brand is offered as a test by a certified laboratory under CLIA. Our Asuragen business
also maintains a CLIA certification. Consequently, we must comply with state licensing regulations applicable to laboratories regulated
under CLIA, governing laboratory practices and procedures.
Other Healthcare Laws
Several of the products sold in our Diagnostics and Genomics segment are subject to various health care related laws regulating fraud and
abuse, research and development, pricing and sales and marketing practices, and the privacy and security of health information, including,
among others:
●
U.S. federal regulations regarding quality and cost by the U.S. Department of Health and Human Services (“HHS”),
including the Centers for Medicare & Medicaid Services (“CMS”), as well as comparable state and non-U.S. agencies
responsible for reimbursement and regulation of healthcare goods and services, including laws and regulations related to
kickbacks, false claims, self-referrals and healthcare fraud.

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●
U.S. Federal Anti-Kickback Statute prohibits persons from knowingly and willfully soliciting, offering, receiving or providing
remuneration (including any kickback or bribe), directly or indirectly, in exchange for or to induce either the referral of an
individual, or the furnishing or arranging for a good or service, for which payment may be made in whole or in part under a
federal health care program, such as Medicare or Medicaid.
●
Comparable laws and regulations similar to, and in some cases more stringent than, the U.S. federal regulations discussed
above and below, including the UK Bribery Act and similar anti-bribery laws.
●
The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), which prohibits knowingly and willfully (1)
executing, or attempting to execute, a scheme to defraud any health care benefit program, including private payors, or (2)
falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in
connection with the delivery of or payment for health care benefits, items or services. In addition, HIPAA, as amended by the
Health Information Technology for Economic and Clinical Health Act of 2009, also restricts the use and disclosure of patient
identifiable health information, mandates the adoption of standards relating to the privacy and security of patient identifiable
health information and requires the reporting of certain security breaches with respect to such information.
●
The False Claims Act, which imposes liability on any person or entity that, among other things, knowingly presents, or causes
to be presented, a false or fraudulent claim for payment by a federal health care program, knowingly makes, uses or causes to
be made or used, a false record or statement material to a false or fraudulent claim, or knowingly makes a false statement to
avoid, decrease or conceal an obligation to pay money to the U.S. federal government.
●
The Open Payments Act requires manufacturers of medical devices covered under Medicare to, in certain circumstances,
record payments and other transfers of value to a broad range of healthcare providers and teaching hospitals and to report this
data as well as ownership and investment interests held by the physicians described above and their immediate family
members to HHS for subsequent public disclosure, as well as similar reporting requirements in some states and in other
countries.
For a discussion of risks related to regulation by the FDA and comparable agencies of other countries, and the other regulatory regimes
referenced above, please refer to section entitled “Item 1A. Risk Factors.”
Data Privacy and Security Laws
As a global organization, we are subject to data privacy and security laws, regulations, and customer-imposed controls in numerous
jurisdictions as a result of having access to and processing confidential, personal and/or sensitive data in the course of our business. In
addition to the U.S. HIPAA privacy and security rules mentioned above, which impact some parts of our business, individual states also
regulate data breach and security requirements, and multiple governmental bodies assert authority over aspects of the protection of
personal  privacy. In particular, a broad privacy law in California, the California Consumer Privacy Act (“CCPA”), came into effect in
January 2020. The CCPA has some of the same features as the GDPR (discussed below) and has already prompted several other states to
follow with similar laws. The EU General Data Protection Regulation that became effective in May  2018 (“GDPR”) has imposed
significantly stricter requirements in how we collect, transmit, process, and retain personal data, including, among other things, in certain
circumstances a requirement for almost immediate notice of data breaches to supervisory authorities and prompt notice to data subjects
with significant fines for non-compliance. Several other countries in which we do business have passed, and other countries are considering
passing, laws that require personal data relating to their citizens to be maintained on local servers and impose additional data transfer
restrictions. For a discussion of risks related to improper disclosure of private information particularly as a result of cyber security
incidents, please refer to section entitled “Item 1A. Risk Factors.”
Environmental Health and Safety Laws
We are also subject to various environmental health and safety laws and regulations both within and outside the U.S. Like other companies
in our industry, our manufacturing and research activities involve the use and transportation of substances regulated under environmental
health and safety laws including those relating to the transportation of hazardous materials.

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Other Laws and Regulations Governing Our Sales, Marketing and Shipping Activities
We are subject to the U.S. Foreign Corrupt Practices Act and various other similar anti-corruption and anti-bribery acts, which are
particularly relevant to our operations in countries where the customers are government entities or are controlled by government officials.
Both directly and indirectly through our distributors, we must comply with such laws when interacting with those entities.
As Bio-Techne’s businesses also include export and import activities, we are subject to pertinent laws enforced by the U.S. Departments of
Commerce, State and Treasury. Other nations’ governments have implemented similar export/import control and economic sanction
regulations, which may affect the Company’s operations or transactions subject to their jurisdictions.
In addition, under U.S. laws and regulations, U.S. companies and their subsidiaries and affiliates outside the United States are prohibited
from participating or agreeing to participate in unsanctioned foreign boycotts in connection with certain business activities, including the
sale, purchase, transfer, shipping or financing of goods or services within the United States or between the United States and countries
outside of the United States. If we, or certain third parties through which we sell or provide goods or services, violate anti-boycott laws and
regulations, we may be subject to civil or criminal enforcement action and varying degrees of liability.
We are subject to laws and regulations governing government contracts, and failure to address these laws and regulations or comply with
government contracts could harm our business by a reduction in revenue associated with these customers. We have agreements relating to
the sale of our products to government entities and, as a result, we are subject to various statutes and regulations that apply to companies
doing business with the government. We are also subject to investigation for compliance with the regulations governing government
contracts. A failure to comply with these regulations could result in suspension of these contracts, criminal, civil and administrative
penalties or debarment.
For a discussion of risks related to the above-referenced regulations, particularly with respect to our international operations, please refer to
section entitled “Item 1A. Risk Factors.”
INVESTOR INFORMATION
We are subject to the information requirements of the Securities Exchange Act of 1934 (the Exchange Act). Therefore, we file periodic
reports, proxy statements, and other information with the Securities and Exchange Commission (SEC). The SEC maintains an internet site
(http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file
electronically.
Financial and other information about us is available on our web site (https://investors.bio-techne.com/). We make available on our web site
copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those
reports filed or furnished pursuant to Section 13 or 15(d) of the Exchange Act as soon as reasonably practicable after filing such material
electronically or otherwise furnishing it to the SEC.
EXECUTIVE OFFICERS OF THE REGISTRANT
As of the date of this Annual Report, the names, ages, positions and periods of service of each executive officer of the Company are as
follows:
Name
    
Age
    
Position
     Officer Since
Kim Kelderman
 
57
 
President, Chief Executive Officer and Director
 
2018
James Hippel
 
53
 
Executive Vice President and Chief Financial Officer
 
2014
William Geist
 
55
 
President, Protein Sciences
 
2022
Matthew McManus
55
 
President, Diagnostics and Genomics
 
2024
Shane Bohnen
 
49
 
Senior Vice President, General Counsel & Corp. Secretary
 
2023
Set forth below is information regarding the business experience of each executive officer. There are no family relationships among any of
the officers named, nor is there any arrangement or understanding pursuant to which any person was selected as an officer.

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Kim Kelderman was promoted to President and Chief Executive Officer of the Company on February 1, 2024 and has been an executive
officer of the company since joining the company in 2018. Prior to joining the Company, he served as an executive at Thermo Fisher
Scientific and as a Senior Segment Leader at Becton Dickinson.
James Hippel has been Chief Financial Officer of the Company since April 1, 2014. Prior to joining the Company, Mr. Hippel served as
Senior Vice President and Chief Financial Officer for Mirion Technologies, Inc and as Vice President, Finance at Thermo Fisher Scientific,
and in financial roles at Honeywell International.   Mr. Hippel started his career with KPMG LLP.
Matthew McManus joined Bio-Techne on January 8, 2024 as President, Diagnostics and Genomics. Prior to Bio-Techne, Mr. McManus
most recently served as Chief Operating Officer for Azenta Life Sciences and served as Chief Executive Officer of Asuragen prior to the
Bio-Techne acquisition.
William Geist has been President of the Protein Sciences segment since January 3, 2022. Prior to Bio-Techne, Mr. Geist most recently
served as Chief Operating Officer for Quanterix, and before that in senior management roles at Thermo Fisher Scientific and
QuantaBiosciences, a QIAGEN company.
Shane Bohnen was promoted to General Counsel and Corporate Secretary on March 3, 2023, and has been an attorney on the Company’s
legal team since July 2019.  Prior to joining Bio-Techne, Mr. Bohnen spent 10 years in private practice as a life sciences litigator, followed
by seven years as in-house corporate counsel with an expansive breadth of responsibility and global scope.

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ITEM 1A. RISK FACTORS
Set forth below are risks and uncertainties we believe are material to our investors. You should refer to the explanation of the qualifications
and limitations on forward-looking statements in the section titled Information Relating to Forward-Looking Statements at the beginning of
this Annual Report on Form 10-K.
Economic and Industry Risks
Conditions in the global economy, the particular markets we serve and the financial markets, whether brought about by material
global crises or other factors, may adversely affect our business and financial results.
Our business is sensitive to global economic conditions. Slower economic growth in the domestic or international markets, inflation,
recession, volatility in the credit and currency markets, high levels of unemployment or underemployment, labor availability constraints,
public health crises, changes or anticipation of potential changes in government trade, fiscal, tax or monetary policies, government budget
dynamics (particularly in the healthcare and scientific research areas), and other challenges   in the global economy have in the past
adversely affected, and may in the future adversely affect, the Company and its distributors, customers, and suppliers.  
Without limiting the foregoing, we have experienced and/or may in the future experience:
●
adverse impacts on customer orders and purchases and unpredictable reductions in demand for many of our products;
●
constraints on the movement of our products through the supply chain, which can disrupt our ability to produce or deliver our
products;
●
adverse impacts on our collections of accounts receivable, including delays in collections and increases in uncollectible
receivables, as well as the risk of excess or obsolete inventory;
●
price increases in our raw materials and capital equipment, as well as increasing price competition in our markets;
●
adverse impacts on our workforce and/or key employees;
●
increased risk that counterparties to our contractual arrangements will become insolvent or otherwise unable to fulfill their
contractual obligations which, in addition to increasing the risks identified above, could result in preference actions against
us; and
●
adverse impact to the sizes and growth rates of the markets we serve.
If growth in the global economy or in any of the markets we serve slows for a significant period, if there is significant deterioration in the
global economy or such markets or if improvements in the global economy do not benefit the markets we serve, our business and financial
results can be adversely affected.
International political, compliance and business factors, including the military conflict in Ukraine, Israel’s conflict in Gaza, and
trade tensions between the U.S. and China, can negatively impact our operations and financial results.
We engage in business globally, with approximately 43% of our sales revenue in fiscal 2024  coming from outside the U.S. Changes,
potential changes or uncertainties in social, political, regulatory, and economic conditions or laws and policies governing foreign trade,
manufacturing, and development and investment in the territories and countries where we or our customers operate, or governing the health
care system, can adversely affect our business and financial results. For example, Congress and the U.S. administration have sought to
impose changes to healthcare in the United States, including government negotiation/regulation of drug prices paid by government
programs.  Such impacts could negatively impact certain markets we serve, resulting in an adverse impact on our sales revenue.

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Political and military conflicts may disrupt our business or negatively impact global economic or business conditions.   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. Restrictions on trade, particularly involving certain foods and energy
supplies, have increased prices, led to widespread inflation and otherwise aggravated economic challenges.  While we have not historically
had significant business in either Russia, Ukraine, or Israel, the broader impact of the conflict could negatively impact our operations and
financial results.  
One of our strategies is to expand geographically, particularly in China, India and in developing countries, both through distribution and
through direct operations. This subjects us to a number of risks, including international economic, political, and labor conditions; currency
fluctuations; tax laws (including U.S. taxes on foreign subsidiaries); increased financial accounting and reporting burdens and complexities;
unexpected changes in, or impositions of, legislative or regulatory requirements; failure of laws to protect intellectual property rights
adequately; inadequate local infrastructure and difficulties in managing and staffing international operations; delays resulting from
difficulty in obtaining export licenses for certain technology; tariffs, quotas and other trade barriers and restrictions; transportation delays;
operating in locations with a higher incidence of corruption and fraudulent business practices; and other factors beyond our control,
including terrorism, war, natural disasters, climate change and diseases.   In addition, geopolitical tensions with these countries could
exacerbate these risks.  
The application of laws and regulations impacting global transactions is often unclear and may at times conflict. Compliance with these
laws and regulations may involve significant costs or require changes in our business practices that result in reduced revenue and
profitability. Non-compliance could also result in fines, damages, criminal sanctions,  prohibited business conduct, and damage to our
reputation. We incur additional legal compliance costs associated with our global operations and could become subject to legal penalties in
foreign countries if we do not comply with local laws and regulations, which may be substantially different from those in the U.S.
We continue to expand our operations in countries with developing economies, where it may be common to engage in business practices
that are prohibited by U.S. regulations applicable to the Company, such as the Foreign Corrupt Practices Act. Although we implement
policies and procedures designed to ensure compliance with these laws, there can be no assurance that all of our employees, contractors,
and agents, as well as those companies to which we outsource certain aspects of our business operations, including those based in foreign
countries where practices which violate such U.S. laws may be customary, will comply with our internal policies. Any such non-
compliance, even if prohibited by our internal policies, could have an adverse effect on our business and result in significant fines or
penalties.
The healthcare and life sciences industries that we serve face constant pressures and changes in an effort to reduce healthcare costs
or increase their predictability, all of which may adversely affect our business and financial results.
Our Protein Sciences segment products are sold primarily to research scientists at pharmaceutical and biotechnology companies and at
university and government research institutions. Research and development spending by our customers and the availability of government
research funding can fluctuate due to changes in available resources, mergers of pharmaceutical and biotechnology companies, spending
priorities, general economic conditions and institutional and governmental budgetary policies.

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Our Diagnostics and Genomics segment products include applications in the medical diagnostics market, which relies largely on
government healthcare-related policies and funding. Changes in government reimbursement for certain diagnostic tests or reductions in
overall healthcare spending could negatively impact us directly or our customers and, correspondingly, our sales to them. For example, our
Exosome Diagnostics business develops and sells novel exosome-based diagnostic tests. While we received public payer coverage for
certain uses, we are currently seeking expanded coverage from public payors as well as coverage decisions regarding reimbursement from
additional private payers. However, the process and timeline for obtaining coverage decisions is uncertain and difficult to predict. Further,
reimbursement reductions due to changes in policy regarding coverage of tests or other requirements for payment (such as prior
authorization, diagnosis code and other claims edits, or a physician or qualified practitioner’s signature on test requisitions) may be
implemented from time to time. Additionally, the U.S. government’s plans to manage prescription drug prices, as well as its recently
announced intention to regulate lab developed tests, may impact the customers and industries we serve by increasing the cost of
commercializing and/or limiting the profitability of commercialized products. All of these payor actions and changes may have a material
adverse effect on revenue and earnings associated with our diagnostics products.
Acquisition and Investment Risks
Our inability to complete acquisitions at our historical rate and at appropriate prices, and to make appropriate investments that
support our long-term strategy, could negatively impact our growth rate and stock price.
One of our key strategies is growth through acquisition of other businesses and assets. Our ability to grow revenues, earnings and cash flow
at or above our historic rates depends in part upon our ability to identify and successfully acquire and integrate businesses at appropriate
prices and realize anticipated synergies, and to make appropriate investments that support our long-term strategy. We may not be able to
consummate acquisitions at rates similar to the past, which could adversely impact our growth rate and our stock price. Promising
acquisitions and investments are difficult to identify and complete for a number of reasons, including high valuations, competition among
prospective buyers or investors, the availability of affordable funding in the capital markets and the need to satisfy applicable closing
conditions and obtain applicable antitrust and other regulatory approvals on acceptable terms.  Changes in accounting or regulatory
requirements or instability in the credit markets could also adversely impact our ability to consummate acquisitions and investments.
Our acquisition of businesses, investments, joint ventures and other strategic relationships, if not properly implemented or
integrated, could negatively impact our business and financial results.
As part of our business strategy, we acquire businesses, make investments and enter into joint ventures and other strategic relationships in
the ordinary course of business, and we also from time to time complete more significant transactions.  At the beginning of this fiscal year,
we completed the acquisition of Lunaphore SA, a leading developer of fully automated spatial biology solutions. Bio-Techne also obtained
a 19.9% ownership stake in Wilson Wolf and will acquire the remaining ownership no later than the end of calendar year 2027. We have
also continued participating in our collaborative marketing venture, ScaleReady LLC, with Wilson Wolf and another partner, which
addresses the needs of the rapidly expanding cell and gene therapy market.  While we believe these business ventures will advance our
business strategies and support our growth plans, we may not be successful in managing or integrating them into our company.
Acquisitions, investments, joint ventures and strategic relationships involve a number of additional financial, accounting, managerial,
operational, legal, compliance and other risks and challenges, including but not limited to the following, any of which could adversely
affect our business and our financial results:
●
businesses, technologies, services and products that we acquire or invest in sometimes under-perform relative to our expectations
and the price that we paid, fail to perform in accordance with our anticipated timetable or fail to achieve and/or sustain
profitability;
●
we from time to time incur or assume debt in connection with our acquisitions and investments, which can result in increased
borrowing costs and interest expense and diminish our future access to the capital markets;
●
acquisitions, investments, joint ventures or strategic relationships can cause our financial results to differ from our own or the
investment community’s expectations in any given period, or over the long-term;

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●
acquisitions, investments, joint ventures or strategic relationships can create demands on our management, operational resources
and financial and internal control systems that we may be unable to effectively address;
●
we can experience difficulty in integrating cultures, personnel, operations and financial and other controls and systems and
retaining key employees and customers;
●
we may be unable to achieve cost savings or other synergies anticipated in connection with an acquisition, investment, joint
venture or strategic relationship;
●
we have assumed and may assume unknown liabilities, known contingent liabilities that become realized, known liabilities that
prove greater than anticipated, internal control deficiencies or exposure to regulatory sanctions resulting from the acquired
company’s or investee’s activities and the realization of any of these liabilities or deficiencies can increase our expenses,
adversely affect our financial position or cause us to fail to meet our public financial reporting obligations;
●
in connection with acquisitions and joint ventures, we often enter into post-closing financial arrangements such as purchase price
adjustments, earn-out obligations and indemnification obligations, which can have unpredictable financial results; and
●
investing in or making loans to early-stage companies often entails a high degree of risk, and we may not always achieve the
strategic, technological, financial or commercial benefits we anticipate; we may lose our investment or fail to recoup our loan; or
our investment may be illiquid for a greater-than-expected period of time.
We may be required to record a significant charge to earnings if our goodwill and other amortizable intangible assets or other
investments become impaired, which could negatively impact our financial results or stock price.
We are required under generally accepted accounting principles to test goodwill for impairment at least annually and to review our
goodwill, amortizable intangible assets, and other assets acquired through merger and acquisition activity for impairment when events or
changes in circumstance indicate the carrying value may not be recoverable. Factors that could lead to impairment of goodwill, amortizable
intangible assets, and other assets acquired via acquisitions include significant adverse changes in the business climate and actual or
projected operating results (affecting our company as a whole or affecting any particular segment) and declines in the financial condition of
our business. We may be required in the future to record additional charges to earnings if our goodwill, amortizable intangible assets or
other investments become impaired. Any such charge would adversely impact our financial results.
In addition, the Company’s expansion strategies include collaborations and investments in joint ventures and companies developing new
products related to the Company’s business. These strategies carry risks that objectives will not be achieved and future earnings will be
adversely affected.
Strategic and Operational Risks
Our success will be dependent on recruiting and retaining highly qualified and diverse personnel and creating and maintaining a
culture that successfully integrates the employees joining through acquisitions.
Recruiting and retaining qualified scientific, production, sales and marketing, and management personnel representing diverse
backgrounds, experiences and skill sets are critical to our success. The market for highly skilled workers and leaders in our businesses,
particularly in the areas of science and technology, is extremely competitive.  While retention improved in fiscal 2024, a number of our
businesses and departments continued to face recruitment and retention challenges, and faced labor availability constraints and inflationary
costs. Our growth by acquisition also creates challenges in retaining employees. As we integrate past and future acquisitions and evolve our
corporate culture to incorporate new workforces, some employees may not find such integration or cultural changes appealing. The failure
to attract and retain such personnel could adversely affect our business.

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Our growth depends in part on the timely development and commercialization of new and enhanced products and services that
meet our customers’ needs. Our growth can also be negatively impacted if our customers do not grow as anticipated.
We generally sell our products and services in industries that are characterized by rapid technological change, frequent new product
introductions and new market entrants and competitors. If we do not develop innovative new and enhanced products and services on a
timely basis, our offerings will become obsolete over time and our business and financial results will suffer. Our success will depend on
several factors, including our ability to:
●
correctly identify and/or predict customer needs and preferences;
●
allocate our research funding to products with higher growth prospects;
●
anticipate and respond to our competitors’ development of new products and technological innovations;
●
differentiate our offerings from our competitors’ offerings and avoid our products from becoming commodities;
●
innovate and develop new technologies and applications, and acquire or obtain rights to third-party technologies that may have
valuable applications in the markets we serve;
●
obtain adequate intellectual property rights with respect to key technologies;
●
successfully commercialize new technologies in a timely manner, price them competitively and cost-effectively manufacture and
deliver sufficient volumes of new products of appropriate quality on time;
●
obtain necessary regulatory approvals of appropriate scope (including with respect to certain diagnostic medical device products
by demonstrating satisfactory clinical results where applicable, as well as achieving third-party reimbursement); and
●
stimulate customer demand for and convince customers to adopt new technologies.
If we fail to accurately predict future customer needs and preferences or fail to produce viable technologies, we may invest heavily in
research and development of products that do not lead to significant revenue, which would adversely affect our business and financial
results. Even when we successfully innovate and develop new and enhanced products, we often incur substantial costs in doing so, and our
profitability may suffer.
We face intense competition, and if we are unable to compete effectively, we may experience decreased demand and decreased
market share or need to reduce prices to remain competitive.
We face intense competition across most of our product lines. Competitors include companies ranging from start-up companies, which may
be able to more quickly respond to customers’ needs, to large multinational companies, which may have greater financial, marketing,
operational, and research and development resources than us. In addition, consolidation trends in the pharmaceutical, biotechnology and
diagnostics industries have served to create fewer customer accounts and to concentrate purchasing decisions for some customers, resulting
in increased pricing pressure on us. Moreover, customers may believe that consolidated businesses are better able to compete as sole source
vendors, and therefore prefer to purchase from such businesses. The entry into the market by manufacturers in countries in Asia and other
low-cost manufacturing locations is also creating increased pricing and competitive pressures, particularly in developing markets. In order
to compete effectively, we must retain longstanding relationships with major customers and continue to grow our business by establishing
relationships with new customers, continually developing new products and services to maintain and expand our brand recognition and
leadership position in various product and service categories and penetrating new markets, including high-growth markets. Our ability to
compete can also be impacted by changing customer preferences and requirements (for example increased demand for more
environmentally-friendly products and supplier practices). Our failure to compete effectively and/or pricing pressures resulting from
competition may adversely impact our business and financial results, and our expansion into new markets may result in greater-than-
expected risks, liabilities and expenses.

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A significant disruption in, or breach of security of, our information technology systems or data, or violation of data privacy laws,
could result in damage to our reputation, data integrity and/or subject us to costs, fines, or lawsuits under data privacy or other
laws or contractual requirements.
The integrity and protection of our own data, and that of our customers and employees, is critical to our business. We rely on information
technology systems, some of which are provided and/or managed by third parties, to process, transmit and store electronic information
(including sensitive data such as confidential business information and personally identifiable data relating to employees, customers, other
business partners and patients), and to manage or support a variety of critical business processes and activities (such as receiving and
fulfilling orders, billing, collecting and making payments, shipping products, providing services and support to customers and fulfilling
contractual obligations). These systems, products and services (including those we acquire through business acquisitions) can be damaged,
disrupted or shut down due to attacks by computer hackers, computer viruses, ransomware, human error or malfeasance, power outages,
hardware failures, telecommunication or utility failures, catastrophes or other unforeseen events, and in any such circumstances our system
redundancy and other disaster recovery planning may be ineffective or inadequate. Attacks can also target hardware, software and
information installed, stored or transmitted in our products after such products have been purchased and incorporated into third-party
products, facilities or infrastructure. Security breaches of systems provided or enabled by us, regardless of whether the breach is
attributable to a vulnerability in our products or services, or security breaches of third party systems we rely on to process, store or transmit
electronic information, can result in the misappropriation, destruction or unauthorized disclosure of confidential information or personal
data belonging to us or to our employees, partners, customers, patients or suppliers. These attacks, breaches, misappropriations and other
disruptions and damage can interrupt 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.
In addition, our information technology systems require an ongoing commitment of significant resources to maintain and enhance existing
systems and develop or integrate new systems to keep pace with continuing changes in information processing technology, evolving legal
and regulatory standards, evolving customer expectations, changes in the techniques used to obtain unauthorized access to data and
information systems, and the information technology needs associated with our changing products and services. There can be no assurance
that we will be able to successfully maintain, enhance and upgrade our systems as necessary to effectively address these requirements.
If we are unable to maintain reliable information technology systems or appropriate controls with respect to global data privacy and
security requirements and prevent data breaches, we may suffer regulatory consequences in addition to business consequences. As a global
organization, we are subject to data privacy and security laws, regulations, and customer-imposed controls in numerous jurisdictions as a
result of having access to and processing confidential, personal and/or sensitive data in the course of our business. For example, in the
United States, a small number of our businesses are subject to HIPAA. Entities that violate HIPAA due to a breach of unsecured patient
health information, or that arise from a complaint about privacy practices or an audit by the HHS, may be subject to significant civil,
criminal and administrative fines and penalties and/or additional reporting and oversight obligations if required to enter into a resolution
agreement and corrective action plan with HHS to settle allegations of HIPAA non-compliance. Individual states regulate data breach and
security requirements, and multiple governmental bodies assert authority over aspects of the protection of personal privacy. Most notably,
in the last several years, some 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. European laws require us to have an approved legal
mechanism to transfer personal data out of Europe. Failure to comply with the requirements of GDPR and the applicable national data
protection laws of the EU member states may result in fines of up to €20 million or up to 4% of the total worldwide annual turnover of the
preceding financial year, whichever is higher, and other administrative penalties. Several other countries such as China and Russia have
passed, and other countries are considering passing, laws that require personal data relating to their citizens to be maintained on local
servers and impose additional data transfer restrictions. Government enforcement actions can be costly and interrupt the regular operation
of our business, and data breaches or violations of data privacy laws can result in fines, reputational damage and civil lawsuits, any of
which may adversely affect our business, reputation and financial results.

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If we suffer loss to our supply chains, distribution systems or information technology systems due to catastrophe or other events,
our operations could be seriously harmed.
Our supply chains, distribution systems and information technology systems may be subject to catastrophic loss due to fire, flood,
earthquake, hurricane, power shortage or outage, public health crisis (including epidemics and pandemics) and the reaction thereto, war,
terrorism, riot or other man-made or natural disasters. If any of these supply chains or systems were to experience a catastrophic loss, it
could disrupt our operations, delay production and shipments, result in defective products or services, diminish demand, damage customer
relationships and our reputation and result in legal exposure and significant repair or replacement expenses. The third-party insurance
coverage that we maintain varies from time to time in both type and amount depending on cost, availability and our decisions regarding
risk retention, and may be unavailable or insufficient to protect us against such losses.
The manufacture of many of our products is a complex process, and if we directly or indirectly encounter problems manufacturing
products, our business and financial results could suffer.
The manufacture of many of our products is a complex process, due in part to strict regulatory requirements for some of our products.
Problems can arise during manufacturing for a variety of reasons, including equipment malfunction, failure to follow specific protocols and
procedures, problems with reliable sourcing of raw materials or components, natural disasters and environmental factors, and, if not
discovered before the product is released to market, can result in recalls and product liability exposure. Because of the quality requirements
of some of our customers as well as stringent regulations of the FDA and similar agencies regarding the manufacture of certain of our
products, alternative manufacturing or sourcing is not always available on a timely basis to replace such production capacity. Any of these
manufacturing problems could result in significant adverse impacts to our business and financial results.
If we cannot adjust our manufacturing capacity or the purchases required for our manufacturing activities to reflect changes in
market conditions or customer demand, our business and financial results may suffer. In addition, our reliance upon sole or limited
sources of supply for certain materials, components and services can cause production interruptions, delays and inefficiencies.
We purchase materials, components and equipment from third parties for use in many of our manufacturing operations. Our profitability
could be adversely impacted if we are unable to adjust our purchases to reflect changes in customer demand and market fluctuations,
including those caused by seasonality or cyclicality. During a market upturn, suppliers from time to time extend lead times, limit supplies
or increase prices. If we cannot purchase sufficient products at competitive prices and quality and on a timely enough basis to meet
increasing demand, we may not be able to satisfy market demand, product shipments may be delayed, our costs may increase, or we may
breach our contractual commitments and incur liabilities. Conversely, in order to secure supplies for the production of products, we
sometimes enter into noncancelable purchase commitments with vendors, which can impact our ability to adjust our inventory to reflect
declining market demands. If demand for our products is less than we expect, we may experience additional excess and obsolete
inventories and be forced to incur additional charges and our business and financial results may suffer.
In addition, some of our businesses purchase certain materials from sole or limited source suppliers for reasons of quality assurance,
regulatory requirements, cost effectiveness, availability or uniqueness of design. If these or other suppliers encounter financial, operating or
other difficulties or if our relationship with them changes, we might not be able to quickly establish or qualify replacement sources of
supply. The supply chains for our businesses can also be disrupted by supplier capacity constraints, bankruptcy or exiting of the business
for other reasons, decreased availability of key raw materials or commodities and external events such as natural disasters, pandemic health
issues, war, terrorist actions, governmental actions (such as trade protectionism) and legislative or regulatory changes. Any of these factors
can result in production interruptions, delays, extended lead times and inefficiencies. Because we cannot always immediately adapt our
production capacity and related cost structures to changing market conditions, at times our manufacturing capacity may exceed or fall short
of our production requirements. Any or all of these problems can result in the loss of customers, provide an opportunity for competing
products to gain market acceptance and otherwise adversely affect our business and financial results.

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The Company relies heavily on internal manufacturing and related operations to produce, package and distribute its products
which, if disrupted, could materially impair our business operations. Our business could be adversely affected by disruptions at our
sites.
The Company’s internal quality control, packaging and distribution operations support the majority of the Company’s sales. Since certain
Company products must comply with FDA regulations and because in all instances, the Company creates value for its customers through
the development of high-quality products, any significant decline in quality or disruption of operations for any reason could adversely
affect sales and customer relationships, and therefore adversely affect the business. While we have taken certain steps to manage these
operational risks, the Company’s future sales growth and earnings may be adversely affected by perceived disruption risks or actual
disruptions.
We rely upon our manufacturing operations to produce many of the products we sell and our warehouse facilities to store products, pending
sale. Any significant disruption of those operations for any reason, such as strikes or other labor unrest, power interruptions, fire, hurricanes
or other events beyond our control could adversely affect our sales and customer relationships and therefore adversely affect our business.
We have significant operations in California, near major earthquake faults, which make us susceptible to earthquake risk. Although most of
our raw materials are available from a number of potential suppliers, our operations also depend upon our ability to obtain raw materials at
reasonable prices. If we are unable to obtain the materials we need at a reasonable price, we may not be able to produce certain of our
products or we may not be able to produce certain of these products at a marketable price, which could have an adverse effect on our results
of operations.
Climate change and/or related environmental risks, or legal or regulatory measures to address climate change and/or related
environmental risks, may negatively affect us.
Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere could present risks
to our operations.  For example, we have significant operations in California, where serious drought has made water less available and
more costly and has increased the risk of wildfires. Changes in climate patterns leading to extreme heat waves or unusual cold weather at
some of our locations can lead to increased energy usage and costs, or otherwise adversely impact our facilities and operations and disrupt
our supply chains and distribution systems. Concern over climate change can also result in new or additional legal or regulatory
requirements designed to reduce greenhouse gas emissions or mitigate the effects of climate change on the environment.  Any such new or
additional legal or regulatory requirements may increase the costs associated with, or disrupt, sourcing, manufacturing and distribution of
our products, which may adversely affect our business and financial results. In addition, any failure to adequately address stakeholder
expectations with respect to environmental, social and governance (“ESG”) matters may result in the loss of business, adverse reputational
impacts, diluted market valuations and challenges in attracting and retaining customers and talented employees. In addition, our adoption of
certain standards or mandated compliance to certain requirements could necessitate additional investments that could impact our
profitability.  
Defects, unanticipated use of, or inadequate disclosure with respect to our products, or allegations thereof, can adversely affect our
business and financial results.
Certain of our products and services are sold for use in diagnostics. For those products and services in particular, manufacturing or design
defects in, unanticipated use of, safety or quality issues (or the perception of such issues) with respect to, “off label” use of, or inadequate
disclosure of risks relating to the use of products and services that we make or sell (including items that we source from third-parties) can
lead to personal injury, death, and/or property damage and adversely affect our business and financial results. These events can lead to
recalls or safety alerts, result in the removal of a product or service from the market and result in product liability or similar claims being
brought against us. Recalls, removals and product liability and similar claims (regardless of their validity or ultimate outcome) result in
significant costs, as well as negative publicity and damage to our reputation that could reduce demand for our products and services. Our
business can also be affected by studies of the utilization, safety and efficacy of medical device products and components that are
conducted by industry participants, government agencies and others. Any of the above can result in the discontinuation of marketing of
such products in one or more countries and give rise to claims for damages from persons who believe they have been injured as a result of
product issues, including claims by individuals or groups seeking to represent a class.

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Because we rely heavily on third-party package-delivery services, a significant disruption in these services or significant increases
in prices may disrupt our ability to ship products, increase our costs and lower our profitability.
Most of our reagent products need to be stored and shipped at certain cold temperatures. Consequently, we ship a significant portion of our
products to our customers by express mail or air delivery through package delivery companies, such as FedEx in the U.S. and DHL in
Europe. If one or more of these third-party package-delivery providers were to experience a major work stoppage, preventing our products
from being delivered in a timely fashion or causing us to incur additional shipping costs we could not pass on to our customers, our costs
could increase and our relationships with certain of our customers could be adversely affected. In addition, if one or more of these third-
party package-delivery providers were to increase prices, and we were not able to find comparable alternatives or make adjustments in our
delivery network, our profitability could be adversely affected.
Intellectual Property Risks
We are dependent on maintaining our intellectual property rights. If we are unable to adequately protect our intellectual property,
or if third parties infringe our intellectual property rights, we may suffer competitive injury or expend significant resources
enforcing our rights.
Many of the markets we serve are technology-driven, and as a result intellectual property rights play a significant role in product
development and differentiation. We own numerous patents, trademarks, copyrights, trade secrets and other intellectual property and
licenses to intellectual property owned by others, which in aggregate are important to our business. The intellectual property rights that we
obtain, however, are not always sufficiently broad and do not always provide us a significant competitive advantage, and patents may not
be issued for pending or future patent applications owned by or licensed to us. In addition, the steps that we and our licensors have taken to
maintain and protect our intellectual property do not always prevent it from being challenged, invalidated, circumvented, designed around
or becoming subject to compulsory licensing. In some circumstances, enforcement is not available to us because an infringer has a
dominant intellectual property position or for other business reasons. We also rely on nondisclosure and noncompetition agreements with
employees, consultants and other parties to protect, in part, trade secrets and other proprietary rights. There can be no assurance that these
agreements adequately protect our trade secrets and other proprietary rights and will not be breached, that we will have adequate remedies
for any breach, that others will not independently develop substantially equivalent proprietary information or that third parties will not
otherwise gain access to our trade secrets or other proprietary rights.
These risks are particularly pronounced in countries in which we do business that do not have levels of protection of corporate proprietary
information, intellectual property, technology and other assets comparable to the United States. We operate globally, with manufacturing
operations in China and the UK, and approximately 43% of our revenue in fiscal 2024 was from outside the United States.  The laws,
regulations and enforcement mechanisms in other countries may in some cases be less protective of our intellectual property rights. Our
failure to obtain or maintain intellectual property rights that convey competitive advantage, adequately protect our intellectual property or
detect or prevent circumvention or unauthorized use of such property and the cost of enforcing our intellectual property rights can
adversely impact our business and financial results.
We may be involved in disputes to determine the scope, coverage and validity of others’ proprietary rights, or to defend against
third-party claims of intellectual property infringement, any of which could be time-intensive and costly and may adversely impact
our business.
Our success depends in part on our ability to operate without infringing the proprietary rights of others, and to obtain licenses where
necessary or appropriate. We have obtained and continue to negotiate licenses to produce a number of products claimed to be owned by
others. Since we have not conducted a patent infringement study for each of our products, it is possible that some of our products may
unintentionally infringe patents of third parties.
We have been and may in the future be sued by third parties alleging that we are infringing their intellectual property rights. These lawsuits
are expensive, take significant time, and divert management’s focus from other business concerns. If we are found to be infringing the
intellectual property of others, we could be required to cease certain activities, alter

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our products or processes or pay licensing fees. This could cause unexpected costs and delays which may have a material adverse effect on
us. If we are unable to obtain a required license on acceptable terms, or unable to design around any third party patent, we may be unable to
sell some of our products and services, which could result in reduced revenue. In addition, if we do not prevail, a court may find damages
or award other remedies in favor of the opposing party in any of these suits, which may adversely affect our earnings.
Financial and Tax Risks
We have entered into and drawn on a revolving credit facility, and we may incur additional debt in the future. The burden of this
additional debt could adversely affect us, make us more vulnerable to adverse economic or industry conditions, and prevent us
from funding our expansion strategy.
We currently have a Credit Agreement that provides for a revolving credit facility of $1 billion, which can be increased by an additional
$400 million subject to certain conditions. Borrowings under the Credit Agreement bear interest at a variable rate. As of August 16, 2024,
the Company had drawn $313 million under the Credit Agreement.
The terms of the Credit Agreement and the burden of the indebtedness incurred thereunder could have negative consequences for us, such
as:
●
limiting our ability to obtain additional financing to fund our working capital, capital expenditures, debt service requirements,
expansion strategy, or other needs;
●
increasing our vulnerability to, and reducing our flexibility in planning for, adverse changes in economic, industry and
competitive conditions; and
●
increasing our vulnerability to increases in interest rates.
The Credit Agreement also contains negative covenants that limit our ability to engage in specified types of transactions. These covenants
limit our ability to, among other things, sell, lease or transfer any properties or assets, with certain exceptions; and enter into certain merger,
consolidation or other reorganization transactions, with certain exceptions.
A breach of any of these covenants could result in an event of default under our credit facility. Upon the occurrence of an event of default,
the lender could elect to declare all amounts outstanding under such facility to be immediately due and payable and terminate all
commitments to extend further credit. In addition, the Company would be subject to additional restrictions if an event of default exists
under the Credit Agreement, such as a prohibition on the payment of cash dividends.
Our business and financial results can be adversely affected by foreign currency exchange rates, changes in our tax rates and tax
liabilities and assessments (including as a result of changes in tax laws).
International markets contribute a substantial portion of our revenues, and we intend to continue expanding our presence in these regions.
The exposure to fluctuations in currency exchange rates takes on different forms. International revenues and costs are subject to the risk
that fluctuations in exchange rates could adversely affect our reported revenues and profitability when translated into U.S. dollars for
financial reporting purposes. These fluctuations could also adversely affect the demand for products and services provided by us. As a
multinational corporation, our businesses occasionally invoice third-party customers in currencies other than the one in which they
primarily do business (the "functional currency"). Movements in the invoiced currency relative to the functional currency could adversely
impact our cash flows and our results of operations. As our international sales grow, exposure to fluctuations in currency exchange rates
could have a larger effect on our financial results. In fiscal 2024, currency translation had a favorable effect of approximately $6 million on
revenues due to the value of the U.S. dollar relative to other currencies in which the company sells products and services.
As a global company, we are subject to taxation in numerous countries, states and other jurisdictions. In particular, we are affected by the
impact of changes to tax laws or related authoritative interpretations in the United States, including tax reform under the Tax Cuts and Jobs
Act which became effective in late 2017, which included broad and complex changes

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to the United States tax code. Interpretations, assumptions and guidance regarding the Tax Act that have been issued subsequently have had
a material impact on our effective tax rate, and we anticipate that there may be additional changes to the U.S. tax code under a new
Administration.
In preparing our financial results, we record the amount of tax that is payable in each of the countries, states and other jurisdictions in
which we operate. Our future effective tax rate, however, may be lower or higher than experienced in the past due to numerous factors,
including a change in the mix of our profitability from country to country, changes in accounting for income taxes and recently enacted and
future changes in tax laws in jurisdictions in which we operate. Any of these factors could cause us to experience an effective tax rate
significantly different from previous periods or our current expectations, which could have an adverse effect on our business, results of
operations and cash flows.
Dividends on our common stock could be reduced or eliminated in the future.
For many years, our Board has declared quarterly dividends. In the future, our Board may determine to reduce or eliminate our common
stock dividend in order to fund investments for growth, repurchase shares or conserve capital resources.
Legal, Regulatory, Compliance and Reputational Risks
Our business is subject to extensive regulation; failure to comply with these regulations could adversely affect our business and
financial results.
As referenced in more detail above, we and our customers must comply with a wide array of federal, state,  local and international
regulations, in such areas as medical device, healthcare, import and export, anticorruption, and privacy. We develop, configure and market
our products to meet customer needs created by those regulations. Any significant change in regulations could reduce demand for our
products or increase our expenses. For example, many of our instruments are marketed to the pharmaceutical industry for use in
discovering and developing drugs and diagnostic products. Changes in the U.S. FDA’s regulation of drug or medical device products, such
as managing the price of certain prescription drugs or potentially increasing regulatory scrutiny of lab developed tests, could have an
adverse effect on the demand for these products.
We have agreements relating to the sale of our products to government entities in the U.S. and elsewhere and, as a result, we are subject to
various statutes and regulations that apply to companies doing business with the government (less than 3% of our fiscal 2024 sales were
made to the U.S. federal government). The laws governing government contracts differ from the laws governing private contracts and
government contracts may contain pricing terms and conditions that are not applicable to private contracts. We are also subject to
investigation for compliance with the regulations governing government contracts. A failure to comply with these regulations could result
in suspension of these contracts, criminal, civil and administrative penalties or debarment.
We are subject to various local, state, federal, foreign and transnational laws and regulations, which include the operating and security
standards of the U.S. FDA, the U.S. Drug Enforcement Agency (the DEA), the U.S. Department of Health and Human Services (the
DHHS), and other comparable agencies and, in the future, any changes to such laws and regulations could adversely affect us. In particular,
we are subject to laws and regulations concerning current good manufacturing practices. Our subsidiaries may be required to register for
permits and/or licenses with, and may be required to comply with the laws and regulations of, the DEA, the FDA, the DHHS, foreign
agencies and/or comparable state agencies as well as certain accrediting bodies depending upon the type of operations and location of
product distribution, manufacturing and sale. The manufacture, distribution and marketing of many of our products and services, including
medical devices and pharma services, are subject to extensive ongoing regulation by the FDA, the DEA, and other equivalent local, state,
federal and non-U.S. regulatory authorities. In addition, we are subject to inspections by these regulatory authorities. For example, the EU
has adopted the In Vitro Diagnostic Regulation (the “EU IVDR”), which imposes stricter requirements for the marketing and sale of in
vitro diagnostic medical devices, including in the area of clinical evaluation requirements, quality systems and post-market surveillance.
Manufacturers of in vitro diagnostics medical devices that have been marketed and sold under the prior regulatory regime now have to
comply with some of the new EU IVDR requirements, while the effective date of other requirements have been delayed.    Complying
with  EU IVDR, the regulation applicable to the Company,  may require material modifications to our quality management systems,
additional resources in certain functions, updates to technical files and additional clinical data in some cases, among other

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changes. Failure by us or by our customers to comply with the requirements of the EU IVDR, or other requirements imposed by these or
similar regulatory authorities, including without limitation, remediating any inspectional observations to the satisfaction of these regulatory
authorities, could result in warning letters, product recalls or seizures, monetary sanctions, injunctions to halt manufacture and distribution,
restrictions on our operations, civil or criminal sanctions, or withdrawal of existing or denial of pending approvals, including those relating
to products or facilities. In addition, such a failure could expose us to contractual or product liability claims, contractual claims from our
customers, including claims for reimbursement for lost or damaged active pharmaceutical ingredients, as well as ongoing remediation and
increased compliance costs, any or all of which could be significant. We are the sole manufacturer of a number of products for many of our
customers and a negative regulatory event could impact our customers’ ability to provide products to their customers.
We are also subject to a variety of federal, state, local and international laws and regulations that govern, among other things, the
importation and exportation of products, the handling, transportation and manufacture of substances that could be classified as hazardous,
and our business practices in the U.S. and abroad such as anti-competition laws. Any noncompliance by us with applicable laws and
regulations or the failure to maintain, renew or obtain necessary permits and licenses could result in criminal, civil and administrative
penalties and could have an adverse effect on our results of operations.
Significant developments or changes in U.S. laws or policies, including changes in U.S. trade policies and tariffs and the reaction of
other countries thereto, can have an adverse effect on our business and financial results.
Significant developments or changes in U.S. laws and policies (including as a result of changes in party control of Congress or decisions
from the U.S. Supreme Court), such as laws and policies governing foreign trade, manufacturing, and development and investment in the
territories and countries where we or our customers operate, or governing the health care system and drug prices, can adversely affect our
business and financial results. For example, the previous U.S. administration increased tariffs on certain goods imported into the United
States and trade tensions between the United States and China escalated, with each country imposing significant additional tariffs on a wide
range of goods imported from the other country. That trade tension has not diminished under the current U.S. administration. The U.S. and
China could impose other types of restrictions such as limitations on government procurement or technology export restrictions, which
could affect our access to markets. In addition, changes to laws or regulations pertraining to laboratory developed tests may adversely
affect our business and financial results. These factors have adversely affected, and in the future could further adversely affect, our business
and financial results.
Our business and financial results can be impaired by improper conduct by any of our employees, agents or business partners.
We cannot provide assurance that our internal controls and compliance systems, including our Code of Ethics and Business Conduct,
protect us from unauthorized acts committed by employees, agents or business partners of ours (or of businesses we acquire or partner
with) that violate U.S. and/or non-U.S. laws, including the laws governing payments to government officials, bribery, fraud, kickbacks and
false claims, pricing, sales and marketing practices, conflicts of interest, competition, employment practices and workplace behavior,
export and import compliance, economic and trade sanctions, money laundering and data privacy. In particular, the U.S. Foreign Corrupt
Practices Act, the UK Bribery Act and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries
from making improper payments to government officials for the purpose of obtaining or retaining business, and we operate in many parts
of the world that have experienced governmental corruption to some degree. Any such improper actions or allegations of such acts could
damage our reputation and subject us to civil or criminal investigations in the United States and in other jurisdictions and related
shareholder lawsuits, could lead to substantial civil and criminal, monetary and non-monetary penalties and could cause us to incur
significant legal and investigatory fees. In addition, the government may seek to hold us liable for violations committed by companies in
which we invest or that we acquire. We also rely on our suppliers to adhere to our supplier code of conduct, and material violations of such
code of conduct could occur that could have a material effect on our business and financial results.

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29
Certain of our businesses are subject to extensive regulation by the U.S. FDA and by comparable agencies of other countries, as
well as laws regulating fraud and abuse in the healthcare industry and the privacy and security of health information. Failure to
comply with those regulations could adversely affect our business and financial results.
Certain of our products are medical devices, diagnostics tests and other products that are subject to regulation by the U.S. FDA or state
CLIA regulations, by other federal and state governmental agencies, by comparable agencies of other countries and regions and by
regulations governing hazardous materials and drugs-of abuse, or the manufacture and sale of products containing any such materials. The
global regulatory environment has become increasingly stringent and unpredictable. Several countries that did not have regulatory
requirements for medical devices have established such requirements in recent years, and other countries have expanded, or plan to expand,
their existing regulations, including implementation of IVDR regulations in Europe. Failure to meet these requirements may adversely
impact our business and financial results in the applicable geographies.
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 perceived efficacy or safety concerns or trends of adverse events with
respect to our products (even after obtaining clearance for distribution) and unfavorable or inconsistent clinical data from existing or future
clinical trials can lead to FDA Form  483 Inspectional Observations, warning letters, notices to customers, declining sales, loss of
customers, loss of market share, remediation and increased compliance costs, recalls, seizures of adulterated or misbranded products, fines,
expenses, injunctions, civil penalties, criminal penalties, consent decrees, administrative detentions, refusals to permit importations, partial
or total shutdown of production facilities or the implementation of operating restrictions, narrowing of permitted uses for a product, refusal
of the government to grant 510(k) clearance, suspension or withdrawal of approvals, pre-market notification rescissions and other adverse
effects. Further, defending against any such actions can be costly and time-consuming and may require significant personnel resources.
Therefore, even if we are successful in defending against any such actions brought against us, our business may be impaired. Ensuring that
our internal operations and business arrangements with third parties comply with applicable laws and regulations also involves substantial
costs.
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.
Failure to comply with privacy and security laws and regulations could result in fines, penalties and damage to the Company’s
reputation and have a material adverse effect upon the Company’s business, a risk that has been elevated with recent acquisitions
that use protected health information and utilize healthcare providers for laboratory resting services.
If the Company does not comply with existing or new laws and regulations related to protecting the privacy and security of personal or
health information, it could be subject to monetary fines, civil penalties or criminal sanctions. In the U.S., the Health Insurance Portability
and Accountability Act of 1996 (HIPAA) privacy and security regulations, including the expanded requirements under U.S. Health
Information Technology for Economic and Clinical Health Act (HITECH), establish comprehensive standards with respect to the use and
disclosure of protected health information (PHI) by covered entities, in addition to setting standards to protect the confidentiality, integrity
and security of PHI. HIPAA restricts the Company’s ability to use or disclose PHI, without patient authorization, for purposes other than
payment, treatment or healthcare operations (as defined by HIPAA), except for disclosures for various public policy purposes and other
permitted purposes outlined in the privacy regulations. If the laboratory operations use or disclose PHI improperly under these privacy
regulations, they may incur significant fines and other penalties for wrongful use or disclosure of PHI in violation of the privacy and
security regulations, including potential civil and criminal fines and penalties.

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30
ITEM 1B. UNRESOLVED STAFF COMMENTS
There are no unresolved staff comments as of the date of this report.
ITEM 1C. CYBERSECURITY
Cybersecurity Governance and Oversight
Bio-Techne’s cybersecurity program is led by the Company’s Chief Information Security Officer (“CISO”), with day-to-day management 
and administration of our cybersecurity program performed by the IT Security Operations team.  The CISO reports to the Chief Information 
Officer (“CIO”), and the CIO reports to the Chief Executive Officer. The CISO is supported by the Incident Response Team (“IRT”), a 
multi-disciplinary management committee comprising senior members from the Security Operations Team, legal, finance, internal audit 
and other functions. The IRT supports the CISO and CIO in supporting and reviewing information security risks and in the event of a 
cybersecurity incident provides leadership with respect to incident response, investigation, mitigation and remediation. 
In addition to leadership and support within management, we also work with security service providers to monitor for vulnerabilities and 
threats, and which are reported to the Security Operations team.  All employees are trained and tested annually on cybersecurity risks, and 
we continually perform simulated phishing exercises with a focus on roles and functions with access to sensitive company and financial 
information. We also conduct periodic tabletop exercises for key personnel involved in cybersecurity risk management, including the IRT.
Our Board of Directors (“Board”) holds overall oversight responsibility for the Company’s strategy and risk management, including in 
relation to cybersecurity risks. The Board exercises its oversight function through the Audit Committee, which oversees the management of 
risk exposure across various areas, including data security risks, in accordance with its charter.  In addition, the Audit Committee is 
specifically responsible for the review and approval of any cybersecurity incident disclosure, as set forth in the Committee’s charter.  In the 
event of a potentially significant cybersecurity incident, the Audit Committee’s charter requires that management promptly communicate 
and consult with the Audit Committee.  
Bio-Techne’s General Counsel updates the Audit Committee multiple times per year regarding Bio-Techne’s cybersecurity programs, 
including regularly-tracked metrics on incident response, internal security testing, and measures implemented to monitor and address 
cybersecurity risks and threats, as appropriate. The Audit Committee regularly updates the full Board on these matters. In addition, the 
CISO and/or CIO provides the full Board with a thorough review of the Company’s cybersecurity program, including current status, 
industry risks and exposure, and future strategy.  
Based on the information we have as of the date of this Annual Report, we do not believe any risks from cybersecurity threats have
materially affected or are reasonably likely to materially affect Bio-Techne, including our business strategy, results of operations or
financial condition. However, please see Item 1A. Risk Factors – “A significant disruption in, or breach of security of, our information
technology systems or data, or violation of data privacy laws, could result in damage to our reputation, data integrity and/or subject us to
costs, fines, or lawsuits under data privacy or other laws or contractual requirements.”
Cybersecurity Risk Management and Strategy
Bio-Techne’s cybersecurity strategy is to maintain and fortify a secure, actively-monitored environment for our and our customers’ data that 
complies with legal requirements [and industry best practice] while supporting our and our customers’ business needs. Our cybersecurity 
program follows industry standards and best practice for preventing, detecting, remediating, and mitigating potential cybersecurity threats, 
including regular processes to identify, evaluate and manage potential risks.  

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31
Our IT Security Operations team administers and monitors the prevention, detection, mitigation, and remediation of potential cybersecurity
risks. This team leverages both Bio-Techne’s internal IT resources, including its personnel, as well as managed security service providers
and other third-party security software and technology services, as well as through other means. We also have implemented processes and
technologies for network monitoring and data loss prevention procedures.
We conduct periodic risk assessments, including with support from external vendors, to assess our cyber program, identify areas of 
enhancement, and develop strategies for the mitigation of cyber risks. We also conduct regular security testing and have established a 
vulnerability management process supported by security testing, for the treatment of identified security risks based on severity, including 
risks arising from our use of third party providers software and service providers.  In addition to our evolving processes and systems, we 
foster a culture of cybersecurity education, training, and testing. Every year, employees in sensitive job categories must take and pass 
rigorous information security and protection training. 
We partner with experienced external consultants to assess our cybersecurity program, and to perform penetration testing as well as other 
testing programs designed to identify vulnerabilities and areas for fortification. Also, as part of our cybersecurity risk management program 
we maintain cyber insurance, with coverage amounts and terms that are typical and appropriate for a company of our size and type.  This 
insurance may not be sufficient to cover us against all types of claims related to security breaches, cyberattacks and other related breaches. 
ITEM 2. PROPERTIES
The Company owns the facilities that its headquarters and R&D Systems subsidiary occupy in Minneapolis, Minnesota. The Minneapolis
facilities are utilized by both the Company’s Protein Sciences and Diagnostics and Genomics segments.
The Minneapolis complex includes approximately 800,000 square feet of space in several adjoining buildings. Bio-Techne uses
approximately 710,000 square feet of the complex for administrative, research, manufacturing, shipping and warehousing activities. The
Company is currently leasing the remaining space in the complex as retail and office space. The Company also owns a 61,000 square foot
facility in Saint Paul, Minnesota that is utilized for additional manufacturing capabilities and activities.
The Company also owns a 34,000 square foot manufacturing facility in Flowery Branch, Georgia. This facility is currently being held-for-
sale.
The Company owns a 16,000 square foot facility that its Bio-Techne Europe subsidiary occupies in Abingdon, England. This facility is
utilized by the Company’s Protein Sciences and Diagnostics and Genomics segments.
The Company owns a 9,000 square foot facility that its Canada subsidiaries occupy in Toronto, Canada. This facility is utilized by the
Company’s Protein Sciences segment.
The Company owns a 52,700 square foot manufacturing facility in Wallingford, Connecticut. This facility is utilized by the Company’s
Protein Sciences segment.

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32
The Company leases the following material facilities, which are utilized by both the Company’s Protein Sciences segment the
Diagnostics & Genomics segment. Certain locations are not named because they were not significant individually or in the aggregate as of
the date of this report.
Subsidiary
    
Location
    
Type
    
Square Feet
Bio-Techne China
  Shanghai and Beijing, China
  Office/warehouse
 
 29,200
Tocris
  Bristol, United Kingdom
  Office/manufacturing/lab/warehouse
 
 30,000
PrimeGene
  Shanghai, China
  Office/manufacturing/lab
 
 59,300
Bionostics
  Devens, Massachusetts
  Office/manufacturing
 
 70,000
Novus Biologicals
  Centennial, Colorado
  Office/warehouse
 
 74,000
ProteinSimple
  San Jose, California
  Office/manufacturing/warehouse
 
 98,000
ProteinSimple Ltd.
  Ottawa, Canada
  Office/manufacturing/warehouse
 
 10,800
Cliniqa
  San Marcos, California
  Office/manufacturing/warehouse
 
 62,800
Advanced Cell Diagnostics
  Newark, California
  Office/manufacturing/warehouse
 
 55,900
Bio-Techne France
  Rennes, France
  Office/warehouse
 
 11,000
Exosome Diagnostics
  Waltham, Massachusetts
  Office/manufacturing/warehouse
 
 38,400
Asuragen
  Austin, Texas
  Office/manufacturing/warehouse
 
 47,400
Bio-Techne Ireland
Dublin, Ireland
Warehouse
 25,000
Lunaphore
Tolochenaz, Switzerland
Office/manufacturing/warehouse
 24,985
ITEM 3. LEGAL PROCEEDINGS
As of August 16, 2024, the Company is not a party to any legal proceedings that, individually or in the aggregate, are reasonably expected
to have a material adverse effect on the Company’s business, results of operations, financial condition or cash flows.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Company’s common stock is listed on the NASDAQ stock exchange under the symbol “TECH”. Prior period results have been
adjusted to reflect the four-for-one stock split effected in the form of a stock dividend on November 29, 2022. See Note 1 for details.
Holders of Common Stock and Dividends Paid
As of August 16, 2024, there were over 160,000 beneficial shareholders of the Company’s common stock and over 110 shareholders of
record. The Company paid annual cash dividends totaling $50.4 million, $50.3 million, and $50.2 million in fiscal 2024, 2023, and 2022,
respectively. The Board of Directors periodically considers the payment of cash dividends, and there is no guarantee that the Company will
pay comparable cash dividends, or any cash dividends, in the future.
On August 31, 2022, the Company entered into an amended and restated Credit Agreement that provides for a revolving credit facility of $1
billion, which can be increased by an additional $400 million subject to certain conditions. The credit facility is governed by a Credit
Agreement dated August 31, 2022 and matures on August 31, 2027. The Credit Agreement that governs the revolving line of credit contains
customary events of default and would prohibit payment of dividends to Company shareholders in the event of a default thereunder.

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33
Issuer Purchases of Equity Securities
The Company’s repurchase plan approved by the Board on February 2, 2022, granted management the discretion to mitigate the dilutive
effect of stock option exercises. The plan authorizes the Company to purchase up to $400 million in stock. The table below sets forth
certain information regarding our purchases of common stock in open market transactions during fiscal year 2024.
Period
Total Number of
Shares Purchased
Average Price
Paid per
Share
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
Maximum Dollar
Amount of Shares that
May Yet Be Purchased
Under the Plans or
Programs
July 1 - July 31, 2023
 —
$
 —
 —
$
 260,780,968
August 1 - August 31, 2023
 —
 —
 —
 260,780,968
September 1 - September 30, 2023
 —
 —
 —
 260,780,968
     July 1 - September 30, 2023
 —
 —
 —
October 1 - 31, 2023
 —
 —
 —
 260,780,968
November 1 - 30, 2023
    
 1,397,471
 57.28
 1,397,471
 180,739,094
December 1 - 31, 2023
 —
 —
 —
 180,739,094
     October 1 - December 31, 2023
 1,397,471
 57.28
 1,397,471
January 1 - 31, 2024
 —
 —
 —
 180,739,094
February 1 - 29, 2024
    
 —
 —
 —
 180,739,094
March 1 - 31, 2024
 —
 —
 —
 180,739,094
     January 1 - March 31, 2024
 —
 —
 —
April 1 - 30, 2024
 —
 —
 —
 180,739,094
May 1 - 31, 2024
 —
 —
 —
 180,739,094
June 1 - 30, 2024
 —
 —
 —
 180,739,094
     April 1 - June 30, 2024
 —
 —
 —
    July 1, 2023 - June 30, 2024
 1,397,471
 57.28
 1,397,471

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34
Stock Performance Graph
The following chart compares the cumulative total shareholder return on the Company’s common stock with the S&P 500 Index and the
S&P 500 Life Sciences Tools and Services Index. The comparison assumes $100 was invested on the last trading day before July 1, 2018 in
the Company’s common stock and in each of the foregoing indices and assumes reinvestment of dividends. The Company became part of
the S&P 500 Index during fiscal 2022.

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35
ITEM 6. SELECTED FINANCIAL DATA
RESERVED
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following management discussion and analysis (“MD&A”) provides information that we believe is useful in understanding our
operating results, cash flows and financial condition. We provide quantitative information about the material sales drivers including the
effect of acquisitions and changes in foreign currency at the corporate and segment level. We also provide quantitative information about
discrete tax items and other significant factors we believe are useful for understanding our results. The MD&A should be read in
conjunction with the consolidated financial information and related notes included in this Form 10-K. This discussion contains various
“Non-GAAP Financial Measures” and also contains various “Forward-Looking Statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. We refer readers to the statements entitled “Non-GAAP Financial Measures” located at the end of this
MD&A and “Forward-Looking Information and Cautionary Statements” and “Risk Factors” within Items 1 and 1A of this Form 10-K.
OVERVIEW
Bio-Techne develops, manufactures and sells life science reagents, instruments and services for the research and clinical diagnostic markets
worldwide. With our deep product portfolio and application expertise, we sell integral components of scientific investigations into
biological processes and molecular diagnostics, revealing the nature, diagnosis, etiology and progression of specific diseases. Our products
aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses.
We manage the business in two operating segments – our Protein Sciences segment and our Diagnostics and Genomics segment. Our
Protein Sciences segment is a leading developer and manufacturer of high-quality biological reagents used in all aspects of life science
research, diagnostics and cell and gene therapy. This segment also includes proteomic analytical tools, both manual and automated, that
offer researchers and pharmaceutical manufacturers efficient and streamlined options for automated western blot and multiplexed ELISA
workflow. Our Diagnostics and Genomics segment develops and manufactures diagnostic products, including controls, calibrators, and
diagnostic assays for the regulated diagnostics market, exosome-based molecular diagnostic assays, advanced tissue-based in-situ
hybridization assays for spatial genomic and tissue biopsy analysis, and genetic and oncology kits for research and clinical applications.
RECENT ACQUISITIONS
A key component of the Company's strategy is to augment internal growth at existing businesses with complementary acquisitions. As
disclosed in Note 4, the Company completed the acquisition of Lunaphore for $169.7 million, in a cash-free, debt-free acquisition. We also
purchased a 19.9% investment in Wilson Wolf in fiscal 2023 and, as disclosed in Note 1, will acquire the remaining shares in Wilson Wolf
by the end of calendar year 2027, or earlier depending on the achievement of certain future milestones.    
OVERALL RESULTS
Operational Update
For fiscal 2024, consolidated net sales increased 2% to $1.2 billion as compared to fiscal 2023. Organic growth was 1%, with acquisitions
having a favorable impact of 1%. Foreign currency translation and a business held-for sale did not have a material impact. Organic revenue
growth was primarily driven by strong commercial execution in our Diagnostics and Genomics segment.
Consolidated net earnings, 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 investment, a non-recurring gain on the sale of our investment in Changzhou
Eminence Biotechnology Co., Ltd. (Eminence), and a non-recurring benefit related to the fair value of contingent consideration during
fiscal 2023. The decrease in fiscal 2024 was also impacted by impairment of assets held-for-sale, restructuring charges, and CEO transition
related charges. After adjusting for cost recognized upon

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36
sale of acquired inventory, intangibles amortization, acquisition-related costs, certain litigation charges, gain on sale of investments, stock-
based compensation, restructuring and restructuring-related costs, impairment of assets held-for-sale, impact of business held-for-sale, and
impact from partially-owned consolidated subsidiaries, adjusted net earnings attributable to Bio-Techne decreased 11% in fiscal 2024 as
compared to fiscal 2023. Adjusted net earnings attributable to Bio-Techne was primarily impacted by the acquisition of Lunaphore and
unfavorable volume leverage within Protein Sciences.
For fiscal 2023, consolidated net sales increased 3% as compared to fiscal 2022. Organic growth was 5%, with foreign currency translation
having an unfavorable impact of 2% and acquisitions having an immaterial impact. Organic revenue growth was primarily driven by
consumable growth in both our Diagnostics and Genomics and Protein Sciences segments.
 
Consolidated earnings, including non-controlling interest, increased 8% compared to fiscal 2022. The increase in earnings was driven by a
gain on the sale of our ChemoCentryx investment and a gain on the sale of our investment in Eminence. After adjusting for acquisition
related costs, intangibles amortization,  stock-based compensation, restructuring costs, gain on investments, and impact from partially-
owned consolidated subsidiaries, adjusted net earnings attributable to Bio-Techne decreased 1% in fiscal 2023 as compared to fiscal 2022.
Adjusted net earnings attributable to Bio-Techne was primarily impacted by foreign currency exchange and strategic growth investments
including the Namocell acquisition.
RESULTS OF OPERATIONS
Net Sales
Consolidated organic net sales exclude the impact of companies acquired during the first 12 months post-acquisition and the effect of the
change from the prior year in exchange rates used to convert sales in foreign currencies (primarily the euro, British pound sterling, Chinese
yuan, and Swiss franc) into U.S. dollars.
Consolidated net sales growth was as follows:
    
Year Ended June 30, 
 
    
2024
    
2023
    
2022
 
Organic sales growth
 
1 %  
5 %  
17 %  
Acquisitions sales growth
 
1 %  
0 %  
3 %  
Impact of foreign currency fluctuations
 
0 %  
 (2)%  
 (1)%  
Impact of business held for sale
0 %  
 — %  
 — %  
Consolidated net sales growth
 
2 %  
3 %  
19 %
Consolidated net sales by segment were as follows (in thousands):
    
Year Ended June 30, 
    
2024
    
2023
    
2022
Protein Sciences
$
 830,902
$
 845,747
$
 832,311
Diagnostics and Genomics
 
 326,392
 
 292,602
 
 274,843
Other revenue(1)
 4,153
 —
 —
Intersegment
 
 (2,387)
 
 (1,647)
 
 (1,555)
Consolidated net sales
$  1,159,060
$  1,136,702
$  1,105,599
(1) Since December 31, 2023, the Company has a business that has met the held-for-sale criteria. The year ended June 30, 2024 includes the
six-month results of this business held-for-sale for the period starting December 31, 2023 through June 30, 2024 while the business has met
the held-for-sale criteria.
In fiscal 2024, Protein Sciences segment net sales decreased 2% compared to fiscal 2023. A business within the Protein Sciences Segment
met the criteria as held-for-sale since December 31, 2023. The exclusion of third and fourth quarter of

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37
fiscal 2024 sales related to a held-for-sale business reduced sales by 1%. Organic revenue for the segment declined 2% for the fiscal year,
with foreign currency exchange having a favorable 1% impact on revenue. Segment revenue was impacted by broad based headwinds.
In fiscal 2024, Diagnostics and Genomics segment net sales increased 12% compared to fiscal 2023. Organic growth for the segment was
6%, with acquisitions having a 5% impact and foreign currency exchange having a favorable impact of 1% on revenue growth. Segment
growth was driven by broad based molecular diagnostics performance and Lunaphore.
In fiscal 2023, Protein Sciences segment net sales increased 2% compared to fiscal 2022. Organic growth for the segment was 4% for the
fiscal year, with currency translation having an unfavorable impact of 2% on revenue and acquisitions having an immaterial impact on
revenue growth. Segment growth was driven by growth in consumable revenue to BioPharma (especially those developing cell and gene
therapies) and Academic customers within the Americas and Europe.
 
In fiscal 2023, Diagnostics and Genomics segment net sales increased 6% compared to fiscal 2022. Organic growth for the segment was
8% with currency translation having an unfavorable impact of 2%. Segment growth was driven by growth in consumable revenue from our
Spatial Biology platform and an increase in service revenue related to our ExoDx Prostate test.   
Gross Margins
Consolidated gross margins were 66.4%, 67.7%, and 68.4% in fiscal 2024, 2023, and 2022. Consolidated gross margins were impacted by
revenue.  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, adjusted gross
margins were 71.0%, 71.7%, and 72.5% in fiscal 2024, 2023, and 2022, respectively. Fiscal 2024 consolidated gross margin was impacted
by the Lunaphore acquisition when compared to the prior period. Fiscal 2023 consolidated gross margin was unfavorably impacted by
foreign currency exchange and strategic growth investments including the Namocell acquisition when compared to fiscal 2022.
Consolidated gross margins for fiscal 2022 were impacted as a result of volume leverage and product mix, partially offset by additional
investments made in the business to support future growth.
A reconciliation of the reported consolidated gross margin  percentages, adjusted for acquired inventory sold, intangible amortization
included in cost of sales, restructuring and restructuring-related expenses, and impact of business held-for-sale is as follows:
 
Year Ended June 30, 
2024
    
2023
    
2022
 
Consolidated gross margin percentage
 66.4 %  
 67.7 %  
 68.4 %
Identified adjustments:
 
   
  
Costs recognized upon sale of acquired inventory
0.1 %  
0.0 %  
 0.1 %
Amortization of intangibles
 4.0 %  
 4.0 %  
 3.7 %
Stock compensation expense - COGS
 0.1 %  
 0.1 %  
 0.1 %
   Restructuring and restructuring-related costs
 0.3 %  
 — %  
 — %
Impact of partially-owned consolidated subsidiaries(1)
 — %  
 (0.1)%  
 0.2 %
Impact of business held-for-sale(2)
 0.1 %  
 — %  
 — %
Non-GAAP adjusted gross margin percentage
 71.0 %  
 71.7 %  
 72.5 %
(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 and the full fiscal year of 2022.
(2) Since December 31, 2023, the Company has a business that has met the held-for-sale criteria. Fiscal year 2024 includes the six-month
results of this business held-for-sale for the period starting December 31, 2023 through June 30, 2024 while the business has met the held-
for-sale criteria.

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38
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.
Management uses adjusted operating results to monitor and evaluate performance of the Company’s two segments. Segment gross margins,
as a percentage of net sales, were as follows:
    
Year Ended June 30, 
 
2024
   
2023
   
2022
 
Protein Sciences
 
 75.7 %  
 75.3 %  
 75.5 %
Diagnostics and Genomics
 
 58.7 %  
 61.2 %  
 63.1 %
The increase in the Protein Sciences segment’s gross margin  percentage for fiscal 2024  as compared to fiscal 2023  was primarily
attributable to the exclusion of a business held-for-sale. The change in the Protein Sciences segment’s gross margin percentage for fiscal
2023 compared to fiscal 2022 was primarily attributable to mix of product sales within the segment.
The change in the Diagnostics and Genomics segment’s gross margin percentage for fiscal 2024 as compared to fiscal 2023 is due to the
Lunaphore acquisition. The change in the Diagnostics and Genomics segment’s gross margin percentage for fiscal 2023 as compared to
fiscal 2022 is due to fiscal 2022 revenue related to the ExoTru kidney transplant rejection agreement that did not reoccur in fiscal 2023.
Fiscal 2023 compared to fiscal 2022 was also impacted by strategic investments to drive future growth that was partially offset by volume
leverage.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $88.0 million (23%) in fiscal 2024 when compared to fiscal 2023. Selling, general,
and administrative expenses increased primarily due to the Lunaphore acquisition, impairment of assets held-for-sale, certain litigation
charges, restructuring and restructuring-related charges, and CEO transition charges.
Selling, general and administrative expenses increased $5.6 million (2%) in fiscal 2023 when compared to fiscal 2022. Selling, general, and
administrative expenses increased primarily due to strategic investments made in the business to support future growth including the
Namocell acquisition.

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Consolidated selling, general and administrative expenses were composed of the following (in thousands):
    
Year Ended June 30, 
2024
2023
2022
Protein Sciences
$
 217,595
$
 203,834
$
 195,328
Diagnostics and Genomics
 
 127,131
 
 101,805
 
 93,578
Total segment expenses
 
 344,726
 
 305,639
 
 288,906
Amortization of intangibles
 
 31,710
 
 32,076
 
 32,492
Acquisition related expenses
 
 6,980
 
 (9,965)
 
 (19,082)
Eminence impairment(1)
 —
 —
 18,715
Legal fees
 3,506
 —
 —
Restructuring and restructuring-related costs
 
 8,896
 
 3,829
 
 1,640
Stock-based compensation
 
 39,452
 
 40,269
 
 45,085
Impairment of assets held-for-sale
 21,963
 —
 —
Corporate selling, general and administrative expenses
 
 9,142
 
 6,530
 
 5,010
Total selling, general and administrative expenses
$
 466,375
$
 378,378
$
 372,766
(1)Refer to the Goodwill Impairment section within the Critical Accounting Policies for further details on the Eminence impairment.
Research and Development Expenses
Research and development expenses increased $4.2 million (5%) and $5.4 million (6%) in fiscal 2024 and 2023, respectively, as compared
to prior year periods. The increase in research and development expenses in fiscal 2024 and fiscal 2023 compared to the prior periods was
primarily attributable to strategic growth investments including the acquisitions of Lunaphore and Namocell in fiscal 2024 and fiscal 2023,
respectively.
Consolidated research and development expenses were composed of the following (in thousands):
    
Year Ended June 30, 
2024
2023
2022
Protein Sciences
$
 56,911
$
 58,251
$
 56,370
Diagnostics and Genomics
 
 39,753
 
 34,242
 
 30,770
Total research and development expenses
$
 96,664
$
 92,493
$
 87,140
Net Interest Income / (Expense)
Net interest income/(expense) for fiscal 2024, 2023, and 2022 was ($12.4) million, $(7.8) million, and $(10.5) million, respectively. During
fiscal 2024, average monthly outstanding debt was higher than fiscal 2023 leading to increased interest expense compared to fiscal 2023.
Net interest expense in fiscal 2023 decreased when compared to fiscal 2022 due to a favorable rate on a forward starting interest rate swap
as disclosed in Note 5 that went into effect in fiscal year 2023.

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40
Other Non-Operating Income / (Expense), Net
Other non-operating income/(expense), net, consists of foreign currency transaction gains and losses, rental income, building expenses
related to rental property and the Company’s gains and losses on investments as follows (in thousands):
    
Year Ended June 30, 
2024
2023
2022
Foreign currency gains (losses)
$
 (726)
$
 676
$
 699
Rental income
 
 305
 
 426
 
 599
Real estate taxes, depreciation and utilities
 
 (1,630)
 
 (1,810)
 
 (2,035)
Gain on investment
 
 283
 
 49,328
 
 15,186
Loss on equity method investment
 (6,841)
 (1,143)
 —
Miscellaneous (expense) income
 
 25
 
 43
 
 862
Other non-operating income (expense), net
$
 (8,584)
$
 47,520
$
 15,311
During fiscal 2024, the Company recognized a gain of $0.3 million related to the sale of our exchange traded bond funds. Additionally, the
Company recognized losses of $6.8 million related to our equity method investment in Wilson Wolf.
During fiscal 2023, the Company recognized gains of $37.2 million related to the sale of our ChemoCentryx, Inc. (CCXI) investment,
$11.7 million related to the sale of our Eminence investment, and a gain of $0.4 million related to the change in fair value of our exchange
traded bond funds. Additionally, the Company recognized losses of $1.1 million related to our equity method investment in Wilson Wolf.
During fiscal 2022, the Company recognized gains of $16.1 million related to changes in fair value associated with changes in the stock
price of our CCXI investment. Additionally, the Company recognized losses of $1.1 million related to changes in fair value associated with
changes in the stock price of our exchange traded investment grade bond funds. On August 4, 2022, the Company sold all of its shares in
CCXI.
Income Taxes
Income taxes for fiscal 2024, 2023, and 2022 were at effective rates of 9.5%, 15.7%, and 12.7%, respectively, of consolidated earnings
before income taxes. The change in the effective tax rate for fiscal 2024 compared to fiscal 2023 was driven by share-based compensation
as the number of stock option exercises increased compared to the prior year comparative period. The Company had share-based
compensation excess tax benefits of $18.4 million in fiscal 2024. The Company’s discrete tax benefits in fiscal 2023 primarily related to
share-based compensation excess tax benefits of $12.3 million. The Company’s discrete tax benefits in fiscal 2022 primarily related to
share-based compensation excess tax benefits of $29.3 million. 

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41
Net Earnings
Non-GAAP adjusted consolidated net earnings and earnings per share are as follows (in thousands):
 
Year Ended June 30, 
2024
2023
2022
 
Net earnings before taxes - GAAP
$  185,689
$  338,659
$  301,386
Identified adjustments attributable to Bio-Techne:
 
 
 
  
Costs recognized upon sale of acquired inventory
 
 729
 
 400
 
 1,596
Amortization of intangibles
 
 78,318
 
 76,413
 
 73,054
Amortization of Wilson Wolf intangible assets and acquired inventory
 15,686
 2,805
 —
Acquisition related expenses and other
 
 7,564
 
 (9,147)
   (18,694)
Certain litigation charges
 3,506
 —
 —
Eminence impairment
 —
 —
 18,715
Gain on sale of partially-owned consolidated subsidiaries
 —
 (11,682)
 —
Stock based compensation, inclusive of employer taxes
 
 40,277
 
 41,217
 
 46,401
Restructuring and restructuring-related costs
 
 12,245
 
 3,829
 
 1,640
Investment gain and other non-operating
 
 (283)
   (37,646)
   (16,171)
Impairment of assets held-for-sale
 21,963
 —
 —
Impact of partially-owned subsidiaries(1)
 
 —
 
 (420)
 
 2,675
Impact of business held-for-sale(2)
 (525)
 —
 —
Earnings before taxes - Adjusted(1,2)
$  365,169
$  404,428
$  410,602
Non-GAAP tax rate
 
 22.0 %    
 20.5 %    
 21.2 %
Non-GAAP tax expense
$
 80,420
$
 82,948
$
 87,090
Non-GAAP adjusted net earnings attributable to Bio-Techne(1,2)
$  284,749
$  321,480
$  323,512
Earnings per share - diluted - Adjusted(1,2)
$
 1.77
$
 1.99
$
 1.97
(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.
(2) Since December 31, 2023, the Company has a business that has met the held-for-sale criteria. The year ended June 30, 2024 includes the
six-month results of this business held-for-sale for the period starting December 31, 2023 through June 30, 2024 while the business has met
the held-for-sale criteria.
Depending on the nature of discrete tax items, our reported tax rate may not be consistent on a period to period basis. The Company
independently calculates a non-GAAP adjusted tax rate considering the impact of discrete items and

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jurisdictional mix of the identified non-GAAP adjustments. The following table summarizes the reported GAAP tax rate and the effective
Non-GAAP adjusted tax rate for the periods ended June 30, 2024, 2023, and 2022.
 
Year Ended June 30, 
2024
2023
2022
 
GAAP effective tax rate
 9.5 %  
 15.7 %  
 12.7 %
Discrete items
 14.0  
 3.4  
 11.3
Impact of non-taxable net gain
 —
 0.7
 —
Long-term GAAP tax rate
 23.5 %  
 19.8 %  
 24.0 %
Rate impact items
   
   
  
Stock based compensation
 (2.5)%  
 (1.4)%  
 (1.9)%  
Other
 1.0  
 2.1  
 (0.9)
Total rate impact items
 (1.5)%  
 0.7 %  
 (2.8)%
Non-GAAP adjusted tax rate
 22.0 %  
 20.5 %  
 21.2 %
Refer to Note 12 for additional discussion relating to the change in discrete tax items between fiscal 2024 and fiscal 2023.
LIQUIDITY AND CAPITAL RESOURCES
Cash, cash equivalents and available-for-sale investments at June 30, 2024 were $152.9 million compared to $204.3 million at June 30,
2023. Included in the available-for-sale investments was certificates of deposit that have contractual maturity dates within one year of $1.1
million as of June 30, 2024. There were no certificiates of deposit in the prior comparable period. As of June 30, 2023, there was $23.7
million included in the available-for-sale investments related to the fair value of the Company’s investment in exchange traded investment
grade bond funds.  
At June 30, 2024, approximately 28% of the Company’s cash and cash equivalent account balances of $42.2 million were located in the
U.S., with the remainder located in primarily in Canada, China, the U.K. and other European countries.
At June 30, 2024, all of the Company’s available-for-sale investment account balances of $1.1 million were located in Europe.
At June 30, 2024, we had $319 million in borrowings under the revolving credit facility, resulting in $681 million of unutilized availability
under our revolving credit facility.
The Company has either paid U.S. taxes on its undistributed foreign earnings or intends to indefinitely reinvest the undistributed earnings
in the foreign operations or expects the earnings will be remitted in a tax neutral transaction. Management of the Company expects to be
able to meet its cash and working capital requirements for operations, facility expansion, capital additions, and cash dividends for the
foreseeable future, and at least the next 12  months, through currently available funds, including funds available through our  line-of-
credit and cash generated from operations.
Future acquisition strategies may or may not require additional borrowings under the line-of-credit facility or other outside sources of
funding.
Cash Flows From Operating Activities
The Company generated cash from operations of $299.0  million, $254.4 million, and $325.3 million  in fiscal 2024, 2023, and 2022
respectively. The increase in cash generated from operating activities in fiscal 2024 as compared to fiscal 2023 was mainly a result of
changes in the timing of cash payments on certain operating assets and liabilities. The decrease in cash generated from operating activities
in fiscal 2023 as compared to fiscal 2022 was mainly a result of changes in net earnings and changes in the timing of cash payments on
certain operating assets and liabilities.

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Cash Flows From Investing Activities
We continue to make investments in our business, including capital expenditures to enable revenue growth.
During fiscal year 2024, the Company acquired Lunaphore for $169.7 million in cash-free, debt-free acquisition. During fiscal year 2023,
the Company acquired Namocell for $101.2 million, net of cash acquired. There were no acquisitions in fiscal year 2022.
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 2024 or 2022.
In the first fiscal quarter of 2023, the Company sold its remaining shares in its investment in CCXI for $73.2 million. There were no
comparable activities in fiscal 2024 and 2022.
The Company’s net proceeds (outflow) from the purchase, sale and maturity of available-for-sale investments in fiscal 2024, 2023, and
2022 were $22.6 million, $14.7 million, and $(26.9) million, respectively. During fiscal year 2024, the Company’s proceeds in available-
for-sale investments relates to the sale of our exchange traded investment grade bond funds. The proceeds during fiscal year 2023 relates to
the sale of excess cash in certificates of deposit that matured. The outflow of cash in fiscal year 2022 compared to fiscal year 2024 and
fiscal year 2023 was driven by the purchase of the exchange traded investment grade bond funds in fiscal year 2022, which had a cost basis
of $25.0 million, that did not reoccur in the comparative periods. The Company’s investment policy is to place excess cash in certificates of
deposit with the objective of obtaining the highest possible return while minimizing risk and keeping the funds accessible.
Capital additions in fiscal year 2024, 2023, and 2022 were $62.9 million, $38.2 million, and $44.9 million. Fiscal 2024 capital expenditures
related to investments in new buildings, machinery, construction in progress, and IT equipment. Fiscal 2023 capital expenditures related to
investments in new buildings, machinery, and IT equipment. Capital additions planned for fiscal 2025 are approximately $48 million and
are expected to be financed through currently available cash and cash generated from operations.
During the year ended June 30, 2022, the Company paid $25 million to enter into a two-part forward contract which requires the Company
to purchase the full equity interest in Wilson Wolf if certain annual revenue or EBITDA thresholds are met. During fiscal year 2023, Wilson
Wolf met the EBITDA target and the Company paid an additional $232 million to acquire 19.9% of Wilson Wolf. Since the first part of the
forward contract has been triggered, the second part of the forward contract will automatically trigger, which requires the Company to
acquire the remaining 80.1% of Wilson Wolf on December 31, 2027. The second part of the contract would be accelerated in advance of
December 31, 2027 if Wilson Wolf meets certain financial milestones. As of June 30, 2024, the second milestones have not been met. The
second option payment of approximately $1 billion plus potential contingent consideration is forecasted to occur between fiscal 2026 and
fiscal 2028. During fiscal 2024, the Company received tax distributions from Wilson Wolf of $7.0 million.
Cash Flows From Financing Activities
In fiscal 2024, 2023, and 2022, the Company paid cash dividends of $50.4 million, $50.3 million, $50.2 million, respectively. The Board of
Directors periodically considers the payment of cash dividends.
The Company received $60.9 million, $29.8 million, $77.2 million, for the exercise of options for 2,240,000, 1,578,000, and 2,450,000
shares of common stock in fiscal 2024, 2023 and 2022, respectively.
During fiscal 2024, 2023, and 2022, the Company repurchased $80.0 million, $19.6 million, and $161.0 million, respectively, in share
repurchases included as a cash outflow within Financing Activities.
During fiscal 2024, 2023, and 2022, the Company drew $225.0 million, $619.7 million, and $90.0 million, respectively, under its revolving
line-of-credit facility. Repayments of $256.0 million, $525.7 million, and $175.5 million were made on its line-of-credit in fiscal 2024,
2023, and 2022, respectively.
There were no payments during fiscal 2024 nor fiscal 2023 for contingent consideration. During fiscal 2022, the Company made $4.0
million in cash payments towards the Quad contingent consideration liability. Of the $4.0 million in total

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payments, $0.7 million is classified as financing on the statement of cash flows. The remaining $3.3 million was recorded as operating on
the statement of cash flows as it represents the consideration liability that exceeds the amount of the contingent consideration liability
recognized at the acquisition date.
During fiscal 2024, 2023 and 2022, the Company paid $21.9 million, $28.9 million and $23.5 million, respectively, for taxes remitted on
behalf of participants in net share settlement transactions and restricted stock units.
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 2024 or fiscal 2022.
CRITICAL ACCOUNTING POLICIES
Management’s discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s
Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United
States of America (U.S. GAAP). The preparation of these financial statements requires management to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an
ongoing basis, management evaluates its estimates. Management bases its estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the
carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates
under different assumptions or conditions.
The Company has identified the policies outlined below as critical to its business operations and an understanding of results of operations.
The listing is not intended to be a comprehensive list of all accounting policies; investors should also refer to Note 1 to the Consolidated
Financial Statements included in Item 8 of this Annual Report on Form 10-K.
Business Combinations
We allocate the purchase price of acquired businesses to the estimated fair values of the assets acquired and liabilities assumed as of the
date of the acquisition. The calculations used to determine the fair value of the long-lived assets acquired, primarily intangible assets, can
be complex and require significant judgment. We weigh many factors when completing these estimates including, but not limited to, the
nature of the acquired company’s business; its competitive position, strengths, and challenges; its historical financial position and
performance; estimated customer retention rates; discount rates; and future plans for the combined entity. We may also engage independent
valuation specialists, when necessary, to assist in the fair value calculations for significant acquired long-lived assets.
The fair value of acquired technology is generally the primary asset identified and therefore  estimated using the multi-period excess
earnings method. The multi-period excess earnings method model estimates revenues and cash flows derived from the primary asset and
then deducts portions of the cash flow that can be attributed to supporting assets, such as Trade  Names and in-process research and
development, that contributed to the generation of the cash flows. The resulting cash flow, which is attributable solely to the primary asset
acquired, is then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. The Trade Name is
generally calculated using the relief from royalty method, which calculates the cost savings associated with owning rather than licensing
the technology. Assumed royalty rates are applied to the projected revenues for the remaining useful life of the technology to estimate the
royalty savings. In-process research and development assets are valued using the multi-period excess earnings method when the cash flows
from the in-process research and development assets are separately identifiable from the primary asset. In circumstances that Customer
Relationship assets are identified that are not the primary asset, they are valued using the distributor model income approach, which isolates
revenues and cash flow associated with the sales and distribution function of the entity and attributable to customer-related assets, which
are then discounted at a rate of return commensurate with the risk of the asset to calculate a present value.
We estimate the fair value of liabilities for contingent consideration by discounting to present value the probability weighted contingent
payments expected to be made. For potential payments related to financial performance based milestones,  projected revenue and/or
EBITDA amounts, volatility and discount rates assumptions are included in the estimated amounts.  For potential payments related to
product development milestones, the fair value is based on the

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probability of achievement of such milestones. The excess of the purchase price over the estimated fair value of the net assets acquired is
recorded as goodwill. Goodwill is not amortized, but is subject to impairment testing on at least an annual basis.
We are also required to estimate the useful lives of the acquired intangible assets, which determines the amount of acquisition-related
amortization expense we will record in future periods. Each reporting period, we evaluate the remaining useful lives of our amortizable
intangibles to determine whether events or circumstances warrant a revision to the remaining period of amortization.
While we use our best estimates and assumptions, our fair value estimates are inherently uncertain and subject to refinement. As a result,
during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired
and liabilities assumed, with the corresponding offset to goodwill. Any adjustments required after the measurement period are recorded in
the consolidated statements of earnings.
The judgments required in determining the estimated fair values and expected useful lives assigned to each class of assets and liabilities
acquired can significantly affect net income. For example, different classes of assets will have useful lives that differ. Consequently, to the
extent a longer-lived asset is ascribed greater value than a shorter-lived asset, net income in a given period may be higher. Additionally,
assigning a lower value to amortizable intangibles would result in a higher amount assigned to goodwill. As goodwill is not amortized, this
would benefit net income in a given period, although goodwill is subject to annual impairment analysis.
Impairment of Goodwill
Goodwill
Goodwill was $972.7 million as of June 30, 2024, which represented 36% of total assets. Goodwill is tested for impairment on an annual
basis in the fourth quarter of each  year, or more frequently if events occur or circumstances change that could indicate a possible
impairment.
To analyze goodwill for impairment, we must assign our goodwill to individual reporting units. Identification of reporting units includes an
analysis of the components that comprise each of our operating segments, which considers, among other things, the manner in which we
operate our business and the availability of discrete financial information. Components of an operating segment are aggregated to form one
reporting unit if the components have similar economic characteristics. We periodically review our reporting units to ensure that they
continue to reflect the manner in which we operate our business.
The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation
for goodwill is an assessment of factors including reporting unit specific operating results as well as industry and market conditions, overall
financial performance, and other relevant events and factors to determine whether it is more likely than not that the fair values of a
reporting unit is less than its carrying amount, including goodwill. The Company may elect to bypass the qualitative assessment for its
reporting units and perform a quantitative test.
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.
For fiscal 2024, we elected to perform a qualitative analysis for all five reporting units. The Company determined, after performing the
qualitative 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. During the

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second quarter of fiscal 2024, as part of restructuring actions, certain assets and liabilities associated with a disposal group in our Protein
Sciences segment were classified as held-for-sale as of December 31, 2023. Given the upcoming divestiture, the Company identified a
triggering event and performed impairment testing during the second half of fiscal 2024. The impairment test resulted in a total impairment
charge of $22.0 million, which includes the allocated goodwill, which we have further described within Note 1. The Company did not
identify any triggering events after our annual goodwill impairment analysis through June 30, 2024, the date of our consolidated balance
sheet, that would require an additional goodwill impairment assessment to be performed.
For fiscal 2023, we elected to perform a qualitative analysis for all five reporting units. The Company determined, after performing the
qualitative analysis, there was no evidence that it was 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. The Company did not identify any triggering events after our
annual goodwill impairment analysis through June 30, 2023, the date of our consolidated balance sheet, that would require an additional
goodwill impairment assessment to be performed.
In the first quarter of fiscal 2022, the Company combined the management of the Exosome Diagnostics and Asuragen reporting units, both
of which were included in the Diagnostics and Genomics operating segment. In conjunction with the combination of the reporting units, a
qualitative goodwill impairment assessment was performed. The qualitative assessment identified no indicators of impairment.
In the second quarter of fiscal 2022 Eminence notified the Company of its need for additional capital to execute its growth plan. The
Company first attempted to find outside equity financing support for the Eminence investment but was unable to do so. The Company then
reviewed the additional financing needs required to successfully ramp Eminence’s business, which ultimately did not meet the Company’s
return on capital requirements. Therefore, the Company did not provide additional funding to Eminence. As a result of not obtaining
additional financing, Eminence notified the Company of its plans to cease operations and liquidate its business.
Given the upcoming liquidation process to dispose of the Eminence assets, the Company identified a triggering event and performed
impairment testing during the second quarter of fiscal 2022. The impairment testing resulted in a full impairment of the Eminence goodwill
and intangible assets, which resulted in charges of $8.3 million and $8.6 million, respectively, for the year ended June 30, 2022. The
Company also recognized inventory and fixed asset impairment charges of $0.9 million and $0.9 million, respectively. The Company
recorded the impairment charges within the General and Administrative line in the Consolidated Income Statement. The impairment
charges recorded within Net Earnings Attributable to Bio-Techne were reduced by approximately $8 million recorded within Net Earnings
Attributable to Noncontrolling Interests. The remaining net tangible assets of Eminence included in our Consolidated Balance Sheet as of
June 30 2022, were $4.3 million and primarily consisted of fixed assets and related deposits of $3.1 million, inventory of $0.6 million,
receivables of $0.4 million, and other current assets of $0.1 million. The Company also had $4.5 million related to current liabilities. The
Company held a financial interest of approximately 57.4% in those tangible assets in the liquidation process. As described in Note 1, in the
fourth quarter of fiscal 2022, Eminence was able to secure cash deposits on future orders to provide funding for their operations. This delay
in liquidation allowed time for securing of additional investor financing which coincided with the sale of the Company's equity shares of
Eminence in the first quarter of fiscal 2023.  
In the first quarter of fiscal 2022, the Company combined the management of the Exosome Diagnostics and Asuragen reporting units, both
of which are included in the Diagnostics and Genomics operating segment. In conjunction with the combination of the reporting units, a
qualitative goodwill impairment assessment was performed. The qualitative assessment identified no indicators of impairment.
In our fiscal 2022 annual goodwill impairment analysis, we elected to perform a quantitative assessment for all five of our reporting units.
The result of our quantitative assessment indicated that all of the reporting units had a substantial amount of headroom as of April 1, 2022.
The Company did not identify any triggering events after our annual goodwill impairment through June 30, 2022, the date of our
consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed.

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NEW ACCOUNTING PRONOUNCEMENTS
Information regarding the accounting policies adopted during fiscal 2024 and those not yet adopted can be found under caption “Note 1:
Description of Business and Summary of Significant Accounting Policies” of the Notes to the Consolidated Financial Statements appear in
Item 8 of this report.
SUBSEQUENT EVENTS
On July 23, 2024, the Company invested $15 million in Spear Bio, an innovative leader in the development and manufacture of ultra-
sensitive immunoassays capable of measuring protein biomarkers at attomolar level from sub-microliter sample volume.
NON-GAAP FINANCIAL MEASURES
This Annual Report on Form 10-K, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
in Item 7, contains financial measures that have not been calculated in accordance with accounting principles generally accepted in the U.S.
(GAAP). These non-GAAP measures include:
●
Organic growth
●
Adjusted gross margin
●
Adjusted operating margin
●
Adjusted net earnings
●
Adjusted effective tax rate
We provide these measures as additional information regarding our operating results. We use these non-GAAP measures internally to
evaluate our performance and in making financial and operational decisions, including with respect to incentive compensation. We believe
that our presentation of these measures provides investors with greater transparency with respect to our results of operations and that these
measures are useful for period-to-period comparison of results.

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Our non-GAAP financial measure of organic revenue represents revenue growth excluding revenue from acquisitions within the preceding
12 months, the impact of foreign currency, the impact of businesses held-for-sale, as well as the impact of partially-owned consolidated
subsidiaries. Excluding these measures provides more useful period-to-period comparison of revenue results as it excludes the impact of
foreign currency exchange rates, which can vary significantly from period to period, and revenue from acquisitions that would not be
included in the comparable prior period. Revenues from businesses held-for-sale are excluded from our organic revenue calculation starting
on the date they become held-for-sale as those revenues will not be comparative in future periods. Revenues from partially-owned
subsidiaries consolidated in our financial statements are also excluded from our organic revenue calculation, as those revenues are not fully
attributable to the Company. There was no revenue from partially-owned consolidated subsidiaries in fiscal year 2024 due to the sale of
Changzhou Eminence Biotechnology Co., Ltd. (Eminence) in the first quarter of fiscal 2023. Revenue from partially-owned consolidated
subsidiaries was $2.0 million for the year ended June 30, 2023.
Our non-GAAP financial measures for adjusted gross margin, adjusted operating margin, and adjusted net earnings, in total and on a per
share basis, exclude stock-based compensation, which is inclusive of the employer portion of payroll taxes on those stock awards, the costs
recognized upon the sale of acquired inventory, amortization of acquisition intangibles, restructuring and restructuring-related costs, and
other non-recurring items including non-recurring costs, goodwill and long-lived asset impairments, and gains. Stock-based compensation
is excluded from non-GAAP adjusted net earnings because of the nature of this charge, specifically the varying available valuation
methodologies, subjection assumptions, variety of award types, and unpredictability of amount and timing of employer related tax
obligations. The Company excludes amortization of purchased intangible assets, purchase accounting adjustments, including costs
recognized upon the sale of acquired inventory and acquisition-related expenses inclusive of the changes in fair value contingent
consideration, and other non-recurring items including gains or losses on goodwill and long-lived asset impairment charges, and one-time
assessments from this measure because they occur as a result of specific events, and are not reflective of our internal investments, the costs
of developing, producing, supporting and selling our products, and the other ongoing costs to support our operating structure. We also
exclude certain litigation charges which are facts and circumstances specific including costs to resolve litigation and legal settlement (gains
and losses). In some cases, these costs may be a result of litigation matters at acquired companies that were not probable, inestimable, or
unresolved at the time of acquisition. Costs related to restructuring and restructuring-related activities, including reducing overhead and
consolidating facilities, are excluded because we believe they are not indicative of our normal operating costs.  Additionally, these amounts
can vary significantly from period to period based on current activity. The Company also excludes revenue and expense attributable to
partially-owned consolidated subsidiaries as well as revenue and expense attributable to businesses held-for-sale in the calculation of our
non-GAAP financial measures.
The Company’s non-GAAP adjusted operating margin and adjusted net earnings, in total and on a per share basis, also excludes acquisition
related expenses inclusive of the changes in fair value of contingent consideration, gain and losses from investments, as they are not part of
our day-to-day operating decisions (excluding our equity method investment in Wilson Wolf as it is certain to be acquired in the future),
certain adjustments to income tax expense, and other non-recurring items including certain costs related to the transition to a new CEO.
Additionally, gains and losses from investments that are either isolated or cannot be expected to occur again with any predictability are
excluded. The Company independently calculates a non-GAAP adjusted tax rate to be applied to the identified non-GAAP adjustments
considering the impact of discrete items on these adjustments and the jurisdictional mix of the adjustments. In addition, the tax impact of
other discrete and non-recurring charges which impact our reported GAAP tax rate are adjusted from net earnings. We believe these tax
items can significantly affect the period-over-period assessment of operating results and not necessarily reflect costs and/or income
associated with historical trends and future results.
The Company periodically reassesses the components of our non-GAAP adjustments for changes in how we evaluate our performance,
changes in how we make financial and operational decisions, and considers the use of these measures by our competitors and peers to
ensure the adjustments are still relevant and meaningful.
Readers are encouraged to review the reconciliations of the adjusted financial measures used in management’s discussion and analysis of
the financial condition of the Company  to their most directly comparable GAAP financial measures  provided within the
Company’s consolidated financial statements.

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49
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
The Company operates internationally, and thus is subject to potentially adverse movements in foreign currency exchange rates.
Approximately 31% of the Company’s consolidated net sales in fiscal 2024 were made in foreign currencies, including 14% in euro, 4% in
British pound sterling, 6% in Chinese yuan, 3% in Canadian dollars, 1% in Swiss francs, and the remaining 3% in other currencies. The
Company is exposed to market risk primarily from foreign exchange rate fluctuations of the euro, British pound sterling, Chinese yuan,
Canadian dollar, and Swiss franc as compared to the U.S. dollar as the financial position and operating results of the Company’s foreign
operations are translated into U.S. dollars for consolidation.
Month-end exchange rates between the euro, British pound sterling, Chinese yuan, Canadian dollar, Swiss franc and the U.S. dollar, which
have not been weighted for actual sales volume in the applicable months in the periods, were as follows:
Year Ended June 30, 
2024
2023
2022
Euro
   
   
  
High
$
 1.10
$
 1.10
$
 1.19
Low
 
 1.06
 
 0.98
 
 1.05
Average
 
 1.08
 
 1.05
 
 1.12
British pound sterling
 
 
 
High
$
 1.29
$
 1.27
$
 1.39
Low
 
 1.22
 
 1.11
 
 1.21
Average
 
 1.26
 
 1.21
 
 1.32
Chinese yuan
 
 
 
High
$
 0.14
$
 0.15
$
 0.16
Low
 
 0.14
 
 0.14
 
 0.15
Average
 
 0.14
 
 0.14
 
 0.15
Canadian dollar
High
$
 0.76
$
 0.78
$
 0.81
Low
 
 0.72
 
 0.73
 
 0.78
Average
 
 0.74
 
 0.74
 
 0.79
Swiss franc
High
$
 1.19
$
 1.12
$
 1.10
Low
 
 1.09
 
 1.00
 
 1.03
Average
 
 1.13
 
 1.07
 
 1.08
The Company’s exposure to foreign exchange rate fluctuations also arises from trade receivables and intercompany payables denominated
in one currency in the financial statements, but receivable or payable in another currency.
The Company does not enter into foreign currency forward contracts to reduce its exposure to foreign currency rate changes on forecasted
intercompany sales transactions or on intercompany foreign currency denominated balance sheet positions. Foreign currency transaction
gains and losses are included in "Other non-operating expense, net" in the Consolidated Statement of Earnings and Comprehensive Income.
The effect of translating net assets of foreign subsidiaries into U.S. dollars are recorded on the Consolidated Balance Sheet as part of
"Accumulated other comprehensive income (loss)."
The effects of a hypothetical simultaneous 10% appreciation in the U.S. dollar from June 30, 2024 levels against the euro, British pound
sterling, Chinese yuan, Canadian dollar and Swiss francs are as follows (in thousands):
Decrease in translation of earnings of foreign subsidiaries
     $
 3,542
Decrease in translation of net assets of foreign subsidiaries
 
 59,519
Additional transaction losses
 
 3,394

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50
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
Bio-Techne Corporation and Subsidiaries
(in thousands, except per share data)
Year Ended June 30, 
2024
2023
2022
Net sales
$
1,159,060 $
1,136,702 $
1,105,599
Cost of sales
 
389,335  
366,887  
349,103
Gross margin
 
769,725  
769,815  
756,496
Operating expenses:
 
    
    
  
Selling, general and administrative
 
466,375  
378,378  
372,766
Research and development
 
96,664  
92,493  
87,140
Total operating expenses
 
563,039  
470,871  
459,906
Operating income
 
206,686  
298,944  
296,590
Other income (expense)
 
 
 
Interest expense
 
(15,736)  
(11,215)  
(11,309)
Interest income
 
3,323  
3,410  
794
Other non-operating income (expense), net
 
(8,584)  
47,520  
15,311
Total other income (expense), net
 
(20,997)  
39,715  
4,796
Earnings before income taxes
 
185,689  
338,659  
301,386
Income taxes
 
17,584  
53,217  
38,287
Net earnings, including noncontrolling interest
 
168,105  
285,442  
263,099
Net earnings attributable to noncontrolling interest
 
—  
179  
(8,952)
Net earnings attributable to Bio-Techne
$
168,105 $
285,263 $
272,051
Other comprehensive income (loss):
 
    
    
  
Foreign currency translation income (loss)
 
(7,492)  
4,191  
(32,241)
Foreign currency translation reclassified to earnings with Eminence deconsolidation
—
119
—
Unrealized gains (losses) on derivative instruments - cash flow hedges, net of tax
amounts disclosed in Note 8
 
(4,760)  
4,793  
14,262
Other comprehensive income (loss)
 
(12,252)  
9,103  
(17,979)
Other comprehensive income (loss) attributable to noncontrolling interest
 
—  
(33)  
(70)
Other comprehensive income (loss) attributable to Bio-Techne
 
(12,252)  
9,136  
(17,909)
Comprehensive income attributable to Bio-Techne
$
155,853 $
294,399 $
254,142
Earnings per share attributable to Bio-Techne:
Basic
$
1.07 $
1.81 $
1.73
Diluted
$
1.05 $
1.76 $
1.66
Weighted average common shares outstanding:
 
    
    
  
Basic
 
157,708  
157,179  
156,874
Diluted
 
160,774  
161,855  
164,114
See Notes to Consolidated Financial Statements.

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51
CONSOLIDATED BALANCE SHEETS
Bio-Techne Corporation and Subsidiaries
(in thousands, except share and per share data)
    
June 30, 
2024
2023
ASSETS
 
   
  
Current assets:
 
   
  
Cash and cash equivalents
$
151,791
$
180,571
Short-term available-for-sale investments
 
1,072
 
23,739
Accounts receivable, less allowance for doubtful accounts of $4,386 and $4,738, respectively
 
241,394
 
218,468
Inventories
 
179,731
 
171,638
Current assets held-for-sale
9,773
—
Other current assets
 
33,658
 
27,066
Total current assets
 
617,419
 
621,482
Property and equipment, net
 
251,154
 
226,200
Right-of-use assets
 
91,285
 
98,326
Goodwill
 
972,663
 
872,737
Intangible assets, net
 
507,081
 
534,645
Other assets
 
264,265
 
285,302
Total assets
$
2,703,867
$
2,638,692
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
  
 
  
Current liabilities:
 
  
 
  
Trade accounts payable
$
37,968
$
25,679
Salaries, wages and related accruals
 
49,818
 
36,747
Accrued expenses
 
24,886
 
14,880
Contract liabilities
 
27,930
 
23,069
Income taxes payable
 
3,706
 
12,022
Operating lease liabilities - current
 
12,920
 
11,199
Contingent consideration payable
 
—
 
3,500
Other current liabilities
 
2,151
 
1,413
Total current liabilities
 
159,379
 
128,509
Deferred income taxes
 
55,863
 
88,982
Long-term debt obligations
 
319,000
 
350,000
Operating lease liabilities
 
87,618
 
93,766
Other long-term liabilities
 
13,157
 
10,919
 
  
 
  
Bio-Techne’s Shareholders’ equity:
Undesignated capital stock, no par; authorized 5,000,000 shares; none issued or outstanding
 
—
 
—
Common stock, par value $.01 per share; authorized 400,000,000; issued and outstanding 158,216,258 and
157,641,914 respectively
 
1,582
 
1,576
Additional paid-in capital
 
820,337
 
721,543
Retained earnings
 
1,325,247
 
1,309,461
Accumulated other comprehensive loss
 
(78,316)
 
(66,064)
Total Bio-Techne’s shareholders’ equity
 
2,068,850
 
1,966,516
Total liabilities and shareholders’ equity
$
2,703,867
$
2,638,692
See Notes to Consolidated Financial Statements.

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52
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Bio-Techne Corporation and Subsidiaries
(in thousands)
    
    
    
    
    
Accumulated
    
      
Additional
Other
Common Stock
Paid-in
Retained
Comprehensive
Noncontrolling
Shares
Amount
Capital
Earnings
Income (Loss)
Interest  
Total
Balances at June 30, 2021
 
155,822
$
1,558
$
533,239
$
1,085,465
$
(57,291)
$
8,263
$
1,571,234
Net earnings
 
 
272,051
 
(8,952)
 
263,099
Other comprehensive income (loss)
 
 
 
(17,909)
 
(70)
 
(17,979)
Share repurchases
 
(1,577)
 
(16)
 
 
(160,934)
 
 
(160,950)
Common stock issued for exercise of options
 
2,282
 
23
 
74,354
 
(13,482)
 
 
60,895
Common stock issued for restricted stock awards
 
89
 
1
 
(1)
 
(9,978)
 
 
(9,978)
Cash dividends
 
 
(50,185)
 
 
(50,185)
Stock-based compensation expense
 
 
41,208
 
 
 
41,208
Common stock issued to employee stock purchase
plan
 
28
 
0
 
2,694
 
 
 
2,694
Employee stock purchase plan expense
 
 
973
 
 
 
973
Balances at June 30, 2022
 
156,644
$
1,566
$
652,467
$
1,122,937
$
(75,200)
$
(759)
$
1,701,011
Reclassification of cumulative translation
adjustment for Eminence to non-operating income  
152
(33)
 
119
Elimination of noncontrolling equity interest from
sale of Eminence
613
 
613
Net earnings
 
285,263
179
 
285,442
Other comprehensive income (loss)
 
8,984
 
8,984
Share repurchases
 
(222)
(2)
(19,560)
 
(19,562)
Common stock issued for exercise of options
 
1,083
10
24,942
(22,163)
 
2,789
Common stock issued for restricted stock awards
 
63
1
(1)
(6,731)
 
(6,731)
Cash dividends
 
(50,285)
 
(50,285)
Stock-based compensation expense
 
38,315
 
38,315
Common stock issued to employee stock purchase
plan
 
74
1
4,905
 
4,906
Employee stock purchase plan expense
 
915
 
915
Balances at June 30, 2023
 
157,642
$
1,576
$
721,543
$
1,309,461
$
(66,064)
$
—
$
1,966,516
Net earnings
 
168,105
168,105
Other comprehensive income (loss)
 
(12,252)
(12,252)
Share repurchases
 
(1,397)
(14)
(80,028)
(80,042)
Common stock issued for exercise of options
 
1,811
18
56,409
(16,534)
39,893
Common stock issued for restricted stock awards
 
91
1
(1)
(5,338)
(5,338)
Cash dividends
 
(50,419)
(50,419)
Stock-based compensation expense
 
37,136
37,136
Common stock issued to employee stock purchase
plan
 
69
1
4,344
4,345
Employee stock purchase plan expense
 
906
906
Balances at June 30, 2024
 
158,216
$
1,582
$
820,337
$
1,325,247
$
(78,316)
$
—
$
2,068,850
See Notes to Consolidated Financial Statements.

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53
CONSOLIDATED STATEMENTS OF CASH FLOWS
Bio-Techne Corporation and Subsidiaries
(in thousands)
Year Ended June 30, 
2024
2023
2022
CASH FLOWS FROM OPERATING ACTIVITIES:
  
  
  
Net earnings, including noncontrolling interest
$
168,105 $
285,442 $
263,099
Adjustments to reconcile net earnings to net cash provided by operating activities:
 
 
   
  
Depreciation and amortization
 
111,711  
107,238  
101,069
Costs recognized on sale of acquired inventory
 
729  
400  
1,596
Deferred income taxes
 
(39,447) 
(29,567) 
6,816
Stock-based compensation expense
 
38,042  
39,230  
42,183
Fair value adjustment to contingent consideration payable
 
(3,500) 
(12,100) 
(20,400)
Contingent consideration payments - operating
—
—
(3,300)
Gain on sale of CCXI investment
 
—  
(37,176) 
—
Fair value adjustment on available-for-sale investments
 
(283) 
(472) 
(15,002)
Loss on equity method investment
6,841
1,143
—
Asset impairment restructuring
2,634
—
546
Eminence impairment
—
—
18,715
Gain on sale of Eminence
—
(11,682)
—
Leases, net
 
1,708  
2,059  
(1,201)
Impairment of assets held-for-sale
21,963
—
—
Other operating activity
 
584  
455  
668
Change in operating assets and operating liabilities, net of acquisition:
 
   
 
Trade accounts and other receivables, net
 
(20,533) 
(20,867) 
(57,596)
Inventories
 
(14,215) 
(30,167) 
(32,007)
Prepaid expenses
 
(3,146) 
(4,585) 
(3,082)
Trade accounts payable, accrued expenses, contract liabilities, and other
 
25,769  
(7,908) 
12,741
Salaries, wages and related accruals
 
12,618  
(24,558) 
7,760
Income taxes payable
 
(10,599) 
(2,492) 
2,667
Net cash provided by (used in) operating activities
 
298,981  
254,393  
325,272
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
   
  
Proceeds from sale of available-for-sale investments
 
28,083  
35,236  
26,055
Purchases of available-for-sale investments
 
(5,526) 
(20,500) 
(52,998)
Proceeds from sale of CCXI investment
—
73,219
—
Additions to property and equipment
 
(62,877) 
(38,244) 
(44,908)
Acquisitions, net of cash acquired
 
(169,707) 
(101,184) 
—
Distributions from (Investments in) Wilson Wolf
6,997
(232,000) 
—
Proceeds from sale of Eminence
 
—  
17,824
—
Investment of forward purchase contract
—
—
(25,000)
Net cash provided by (used in) investing activities
 
(203,030) 
(265,649) 
(96,851)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
   
   
  
Cash dividends
 
(50,419) 
(50,285) 
(50,185)
Proceeds from stock option exercises
 
60,935  
29,813  
77,155
Re-purchases of common stock
 
(80,042) 
(19,562) 
(160,950)
Borrowings under line-of-credit agreement
 
225,000  
619,661  
90,000
Repayments of long-term debt
 
(256,000) 
(525,661) 
(175,500)
Contingent consideration payments - financing
—
—
(700)
Taxes paid on RSUs and net share settlements
(21,872)
(28,893)
(23,461)
Other financing activity
 
—  
(2,457) 
788
Net cash provided by (used in) financing activities
 
(122,398) 
22,616  
(242,853)
Effect of exchange rate changes on cash and cash equivalents
 
(2,333) 
(3,356) 
(12,092)
Net change in cash and cash equivalents
 
(28,780) 
8,004  
(26,524)
Cash and cash equivalents at beginning of period
 
180,571  
172,567  
199,091
Cash and cash equivalents at end of period
$
151,791 $
180,571 $
172,567
See Notes to Consolidated Financial Statements.

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54
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Bio-Techne Corporation and Subsidiaries
Years ended June 30, 2024, 2023 and 2022
Note 1. Description of Business and Summary of Significant Accounting Policies:
Description of business: Bio-Techne and its subsidiaries, collectively doing business as Bio-Techne Corporation (the Company), develop,
manufacture and sell life science reagents, instruments and services for the research and clinical diagnostic markets worldwide. With our
deep product portfolio and application expertise, we sell integral components of scientific investigations into biological processes and
molecular diagnostics, revealing the nature, diagnosis, etiology and progression of specific diseases. Our products aid in drug discovery
efforts and provide the means for accurate clinical tests and diagnoses.
At the 2022 annual meeting of shareholders of the Company held on October 27, 2022, the shareholders approved an amendment and
restatement of the Company’s articles of incorporation to increase the number of authorized shares of the Company’s common stock from
100,000,000 to 400,000,000. On November 1, 2022, the Company’s board of directors approved and declared a four-for-one split of the
Company’s common stock in the form of a stock dividend. Each stockholder of record on November 14, 2022 received three additional
shares of common stock for each then-held share, which were distributed after close of trading on November 29, 2022. All share and per
share amounts presented herein have been retroactively adjusted to reflect the impact of the stock split.
Use of estimates: The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,
disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and
expenses during the reporting period. These estimates include the valuation of accounts receivable, available-for-sale investments,
inventory, intangible assets, contingent consideration, stock-based compensation and income taxes. Actual results could differ from these
estimates.
Principles of consolidation: The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.
All intercompany accounts and transactions have been eliminated. As Eminence met the criteria for consolidation, the transaction was
accounted for in accordance with ASC 805, Business Combinations. In applying ASC 805 to the transaction, the Company has elected to
include Eminence in our consolidated financial statements on a one month lag. As noted below, Eminence was sold during the first fiscal
quarter of 2023.
Equity method investments: The company accounts for its equity method investments in accordance with ASC 323, Investments - Equity
Method and Joint Ventures. The Company initially records its equity method investments at the amount of the Company’s investment and
adjusts each period for the Company’s share of the investee’s income or loss and dividends paid. Distributions from the equity method
investee are accounted for using the cumulative earnings approach on the Consolidated Statement of Cash Flows.
 In December 2021, the Company paid $25 million to enter into a two-part forward contract which requires the Company to make an initial
ownership investment followed by purchase of full equity interest in Wilson Wolf Corporation (Wilson Wolf) if certain annual revenue or
annual earnings before interest, taxes, depreciation, and amortization (EBITDA) thresholds are met. Wilson Wolf is a leading manufacturer
of cell culture devices, including the G-Rex product line. The first part of the forward contract was triggered upon Wilson Wolf achieving
approximately $92 million in annual revenue or $55 million in EBITDA at any point prior to December 31, 2027. During the quarter ended
March 31, 2023, the Company determined that Wilson Wolf had met the EBITDA target. On March 31, 2023, the Company paid an
additional $232 million to acquire 19.9% of Wilson Wolf, which is accounted for as an equity method investment.
Since the first part of the forward contract has been triggered, the second part of the forward contract will automatically trigger, and
requires the Company to acquire the remaining equity interest in Wilson Wolf on December 31, 2027 based on a revenue multiple of
approximately 4.4 times trailing twelve month revenue. The second part of the contract would be accelerated in advance of December 31,
2027, if Wilson Wolf meets its second milestone of approximately $226 million

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55
in annual revenue or $136 million in annual EBITDA. If the second milestone is achieved, the forward contract requires the Company to
pay approximately $1 billion plus potential consideration for revenue in excess of the revenue milestone.
Translation of foreign financial statements: Assets and liabilities of the Company’s foreign operations are translated at year-end rates of
exchange and the resulting gains and losses arising from the translation of net assets located outside the U.S. are recorded as other
comprehensive income (loss) on the consolidated statements of earnings and comprehensive income. The cumulative translation adjustment
is a component of accumulated other comprehensive loss on the consolidated balance sheets. Foreign statements of earnings are translated
at the average rate of exchange for the year. Foreign currency transaction gains and losses are included in other non-operating expense in
the consolidated statements of earnings and comprehensive income.
Revenue recognition: ASC 606 provides revenue recognition guidance for any entity that enters into contracts with customers to transfer
goods or services or enters into contracts for the transfer of non-financial assets, unless those contracts are within the scope of other
accounting standards. The core principle of ASC 606 is that revenue should be recognized to depict the transfer of promised goods or
services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or
services. Refer to Note 2 for additional information regarding our revenue recognition policy under ASC 606.
Research and development: Research and development expenditures are expensed as incurred. Development activities generally relate to
creating new products, improving or creating variations of existing products, or modifying existing products to meet new applications.
Advertising costs: Advertising expenses were $4.1 million, $4.8 million, and $4.6 million for fiscal 2024, 2023, and 2022 respectively.
Advertising expenditures are expensed as incurred.
Income taxes: The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are
recognized to record the income tax effect of temporary differences between the tax basis and financial reporting basis of assets and
liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that includes the enactment date. Tax positions taken or expected to be taken in a tax return are
recognized in the financial statements when it is more likely than not that the position would be sustained upon examination by tax
authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being
realized upon ultimate settlement. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax
expense. Refer to Note 12 for additional information regarding income taxes.
Comprehensive income: Comprehensive income includes charges and credits to shareholders’ equity that are not the result of transactions
with shareholders. Our total comprehensive income consists of net income, unrealized gains and losses on cash flow hedges, and foreign
currency translation adjustments. The items of comprehensive income, with the exception of net income, are included in accumulated other
comprehensive loss in the consolidated balance sheets and statements of shareholders’ equity. Any tax effects, if applicable, associated with
reclassifications of accumulated other comprehensive income to net income are reflected in the provision for income taxes.
Cash and cash equivalents: Cash and cash equivalents include cash on hand and highly-liquid investments with original maturities of
three months or less.
Available-for-sale investments: Available-for-sale investments consist of debt instruments with original maturities of generally three months
to less than one-year and equity securities. Available-for-sale investments are recorded based on trade-date. The Company considers all of
its marketable securities available-for-sale and reports them at fair value. Unrealized gains and losses on our available-for-sale securities
are included within other income (expense).
Trade accounts receivable and allowances: Trade accounts receivable are initially recorded at the invoiced amount upon the sale of goods
or services to customers, and they do not bear interest. They are stated net of allowances for doubtful accounts, which represent estimated
losses resulting from the inability of customers to make the required payments. When determining the allowances for doubtful accounts, we
take several factors into consideration, including the overall

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composition of accounts receivable aging, our prior history of accounts receivable write-offs, the type of customer and our day-to-day
knowledge of specific customers. Changes in the allowances for doubtful accounts are included in selling, general and administrative
(SG&A) expense in our consolidated statements of earnings and comprehensive income. The point at which uncollected accounts are
written off varies by type of customer. The Company does not have material long-term customer receivables. 
Inventories: Inventories are stated at the lower of cost (first-in, first-out method) or net realizable value. The Company regularly reviews
inventory on hand for slow-moving and obsolete inventory, inventory not meeting quality control standards and inventory subject
to expiration.
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.
Property and equipment: Property and equipment are recorded at cost. Equipment is depreciated using the straight-line method over an
estimated useful life of 3 to 5 years. Buildings, building improvements and leasehold improvements are depreciated over estimated useful
lives of 5 to 40 years.
Contingencies: The Company records a liability in the consolidated financial statements on an undiscounted basis for loss contingencies
related to legal actions when a loss is known or considered probable and the amount may be reasonably estimated. If the reasonable
estimate of a known or probable loss is a range, and no amount within the range is a better restimate than any other, the minimum amount
of the range is accrued. If a loss is reasonably possible but not known or probable, and the amount may be reasonably estimated, the
estimated loss or range of loss is disclosed.
Contingent Consideration: Contingent  Consideration relates to the  potential payment for an acquisition that is  contingent upon the
achievement of the acquired business meeting certain product development milestones and/or certain financial performance milestones.
The Company records contingent consideration at fair value at the date of acquisition based on the consideration expected to be transferred.
For potential payments related to financial performance milestones, we use a real option model  in calculating the fair value of
the  contingent consideration liabilities. The  assumptions utilized in the calculation based on financial performance milestones include
projected revenue and/or EBITDA amounts, volatility and discount rates.  For potential payments related to product development
milestones, we estimated the fair value based on the probability of achievement of such milestones.  The assumptions utilized in the
calculation of the acquisition date fair value include probability of success and the discount rates. Contingent consideration involves certain
assumptions requiring significant judgment and actual results may differ from assumed and estimated amounts. Contingent consideration is
remeasured each reporting period, and subsequent changes in fair value, including accretion for the passage of time, are recognized within
selling, general and administrative in the consolidated statement of earnings and comprehensive income.
Intangible  assets: Intangible assets are stated at historical cost less accumulated amortization. Amortization expense is generally
determined on the straight-line basis over periods ranging from 1 year to 20 years. Each reporting period, we evaluate the remaining useful
lives of our amortizable intangibles to determine whether events or circumstances warrant a revision to the remaining period of
amortization. If our estimate of an asset’s remaining useful life is revised, the remaining carrying amount of the asset is amortized
prospectively over the revised remaining useful life.
Impairment of long-lived assets and amortizable intangibles: We evaluate the recoverability of property, plant, equipment and amortizable
intangibles whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. Such
circumstances could include, but are not limited to, (1) a significant decrease in the market value of an asset, (2) a significant adverse
change in the extent or manner in which an asset is used or in its physical condition,

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or (3) an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of an asset. We
compare the carrying amount of the asset to the estimated undiscounted future cash flows associated with it. If the sum of the expected
future net cash flows is less than the carrying value of the asset being evaluated, an impairment loss would be recognized. The impairment
loss would be calculated as the amount by which the carrying value of the asset exceeds the fair value of the asset. As quoted market prices
are not available for the majority of our assets, the estimate of fair value is based on various valuation techniques, including the discounted
value of estimated future cash flows.
The evaluation of asset impairment requires us to make assumptions about future cash flows over the life of the asset being evaluated.
These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. During the second
quarter of fiscal year 2024 there was a triggering event for the assets and liabilities associated with a disposal group in our Protein Sciences
segment that were classified as held-for-sale. See the restructuring section of Note 1 below for additional details. No other triggering events
were identified and no other impairments were recorded for property, plant, and equipment or amortizable intangibles during fiscal years
2024, 2023, and 2022.
Impairment of goodwill and indefinite-lived intangible assets: We evaluate the carrying value of goodwill and indefinite-lived intangible
assets during the fourth quarter each year and between annual evaluations if events occur or circumstances change that would indicate a
possible impairment. Such circumstances could include, but are not limited to, (1)  a significant adverse change in legal factors or in
business climate, (2) unanticipated competition, (3) an adverse action or assessment by a regulator, or (4) an adverse change in market
conditions that are indicative of a decline in the fair value of the assets.
To analyze goodwill, we must assign our goodwill to individual reporting units. Identification of reporting units includes an analysis of the
components that comprise each of our operating segments, which considers, among other things, the manner in which we operate our
business and the availability of discrete financial information. Components of an operating segment are aggregated to form one reporting
unit if the components have similar economic characteristics. We periodically review our reporting units to ensure that they continue to
reflect the manner in which we operate our business. The Company had five reporting units for our 2024, 2023, and 2022 goodwill
impairment assessment performed on April 1 of each of the respective fiscal years, the date of our annual goodwill impairment assessment.
The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation
for goodwill is an assessment of factors including reporting unit specific operating results as well as industry and market conditions, overall
financial performance, and other relevant events and factors to determine whether it is more likely than not that the fair values of a
reporting unit is less than its carrying amount, including goodwill. The Company may elect to bypass the qualitative assessment for its
reporting units and perform a quantitative test.
The quantitative impairment test requires us to estimate the fair value of our reporting units based 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.
For fiscal 2024, we elected to perform a qualitative analysis for all five reporting units. The Company determined, after performing the
qualitative 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. There was a triggering event related to a business held-for-sale
described later in this note, leading to an impairment of allocated goodwill during the second half of fiscal 2024. The Company did not
identify any triggering events after our annual goodwill impairment analysis through June 30, 2024, the date of our consolidated balance
sheet, that would require an additional goodwill impairment assessment to be performed.

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For fiscal 2024, the Company also performed a qualitative assessment of the acquired in-process research and development assets to
determine whether changes in events, circumstances, or the probability of successful development and commercialization of the assets
indicated that it is more likely than not that the fair value of the acquired assets are less than its carrying amount.  Based on the analysis, the
Company determined there was no indication of impairment of the indefinite-lived intangible asset. This in-process research and
development was placed into service during the fourth quarter of fiscal 2024 and will begin amortization over its expected useful life.  
In fiscal 2023, we elected to perform a qualitative analysis for all five reporting units. The Company determined, after performing the
qualitative 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 2023. The Company did not identify any triggering events after our
annual goodwill impairment analysis through June 30, 2023, the date of our consolidated balance sheet, that would require an additional
goodwill impairment assessment to be performed.
On September 1, 2022, the Company completed the sale of its equity shares of Eminence for approximately $17.8 million to a third party.
Eminence was considered a variable-interest entity that was fully consolidated in our financial statements. Prior to the sale, Eminence had
revenue of $2.0 million for the first fiscal quarter of 2023 within our Protein Sciences segment. Fiscal 2022 revenues were $4.6 million. As
a result of the sale of the business, the Company recorded a gain of $11.7 million within the Other income (expense) line in the
Consolidated Statement of Earnings. Prior to the sale of Eminence, a triggering event was identified in the second quarter of fiscal 2022
and impairment testing was performed as Eminence was forecasted to not have sufficient cash to execute on their growth plan combined
with their inability to secure additional financing. Our impairment testing resulted in a full impairment of the Eminence goodwill and
intangibles assets for charges of $8.3 million and $8.6 million, respectively, for the year ended June 30, 2022. The Company also
recognized inventory and fixed asset impairment charges of $0.9 million and $0.9 million, respectively. These impairment charges were
recorded within the General and Administrative line in the Consolidated Statement of Earnings for fiscal 2022. In the fourth quarter of
fiscal 2022, Eminence was able to secure cash deposits on future orders to provide funding for their operations. This delay in liquidation
allowed time for securing of additional investor financing which coincided with the sale of the Company's investment.
In the first quarter of fiscal 2022, the Company combined the management of the Exosome Diagnostics and Asuragen reporting units, both
of which are included in the Diagnostics and Genomics operating segment. In conjunction with the combination of the reporting units, a
qualitative goodwill impairment assessment was performed. The qualitative assessment identified no indicators of impairment.
In our fiscal 2022 annual goodwill impairment analysis, we elected to perform a quantitative assessment for all five of our reporting units.
The result of our quantitative assessment indicated that all of the reporting units had a substantial amount of headroom as of April 1, 2022.
The Company did not identify any triggering events after our annual goodwill impairment through June 30, 2022, the date of our
consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed.
Restructuring actions: Restructuring actions generally include significant actions involving employee-related severance charges, contract
termination costs, and impairments and disposals of assets associated with such actions. Employee-related severance charges are based
upon distributed employment policies and substantive severance plans. These charges are reflected in the quarter when the actions are
probable and the amounts are estimable, which typically is when management approves the associated actions. Asset-related and other
charges include impairment of right-of-use assets, leasehold improvements, other asset write-downs associated with combining operations,
disposal of assets and other exit costs. Other costs also includes restructuring-related charges, which are incremental costs incurred directly
supporting business transformation initiatives tied to the restructuring action.
Fiscal Year 2024 Restructuring Actions:
In the second quarter of fiscal 2024, the Company announced enterprise-wide restructuring focused on recovering operating margins,
optimizing our distribution footprint, and enhancing our organization efficiency. These actions impacted approximately 4% of our global
workforce. These actions continued through the end of fiscal 2024 as we incurred charges relating to the condensing of certain distribution
centers and optimizing efficiency. The Company is expecting to

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incur costs related to these actions through the first half of fiscal 2025, which will be recorded when specified criteria are met.
As part of these actions, certain assets and liabilities associated with a disposal group in our Protein Sciences segment were classified as
held-for-sale as of December 31, 2023, including $1.4 million of goodwill allocated to the disposal group on a relative fair value basis. As a
result of impairment tests performed over the disposal group during fiscal 2024, a cumulative impairment charge of $22.0 million which
includes the allocated goodwill, was recorded in the Selling, general and administrative line in the Consolidated Statements of Earnings for
the year ended June 30, 2024. As of June 30, 2024, the assets remaining within the disposal group primarily include inventory and property
and equipment of $9.8 million, which is net of expected selling costs. These assets are actively marketed, and we believe their sale will be
completed within 12 months of the held-for-sale classification date. The held-for-sale assets are recorded in Current assets held-for-sale in
our Consolidated Balance Sheet as of June 30, 2024.
The restructuring and restructuring-related charges, including the impairment of assets held-for-sale, for periods presented were recorded in
the Consolidated Statements of Earnings as follows (in thousands):
Year Ended
June 30, 
2024
Cost of sales
$
3,349
Selling, general and administrative(1)
30,638
Total
$
33,987
(1) Restructuring actions impacting research and development are not material to separately disclose and have been included within Selling,
general and administrative costs.
Restructuring and restructuring-related costs by segment are as follows (in thousands):
Year ended June 30, 2024
Employee
Asset-related
Impairment of
severance
and other
assets held-for-sale
Total
Protein Sciences
$
3,483
$
5,130
$
21,963
$
30,576
Diagnostics and Genomics
1,007
224
—
1,231
Corporate
1,153
1,027
—
2,180
Total
$
5,643
$
6,381
$
21,963
$
33,987

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The following table summarizes the changes in the Company’s accrued restructuring balance, which is included within Other current
liabilities in the accompanying balance sheet. Other amounts reported as restructuring and restructuring-related costs in the accompanying
statements of income have been summarized in the notes to the table (in thousands):
Employee
Asset-related
Impairment of
severance(1)
and other(2)
assets held-for-sale
Total
Expense incurred in the second quarter of 2024
4,882
504
6,038
11,424
Incremental expense incurred in the third quarter of 2024
133
1,140
—
1,273
Incremental expense incurred in the fourth quarter of 2024
409
4,737
15,926
21,072
Cash payments
(4,882)
(2,800)
—
(7,682)
Non-cash adjustments
—
(3,391)
(21,963)
(25,354)
Adjustments(3)
219
—
—
219
Accrued restructuring actions balance as of June 30, 2024
$
761
$
190 $
— $
952
(1) Relates to impacted employees’ final paycheck, separation payments, outplacement services, legal fees, and retention packages related to
the closure or sale of certain distribution and manufacturing sites.
(2) Primarily relates to impairment of right-of-use assets, lease termination fees, consulting fees, and expenses for changes to supporting IT
systems that are enabling the Company to complete the restructuring initiatives.
(3) Relates to the refinement of the accrual recorded in the second quarter of fiscal 2024.
Fiscal Year 2023 Restructuring Actions:
QT Holdings Corporation (Quad)
In August 2022, the Company informed employees of our decision to close our Quad facility as part of a realignment of activities within
our Reagent Solutions division. The closure of the site was completed in the fourth quarter of fiscal 2023. As a result of the restructuring
activities, an estimated pre-tax charge of $2.2 million was recorded within our Protein Sciences segment for the year ended June 30, 2023.
The related restructuring charges for the year ended June 30, 2023 were recorded in the income statement as follows (in thousands):
Employee
Asset
    
severance
    
impairment and other
    
Total
Selling, general and administrative
$
1,328
$
842
$
2,170
Employee
Asset
    
severance
    
impairment and other
    
Total
Expense incurred in the first quarter of 2023
$
1,328
$
842
$
2,170
Cash payments
(1,233)
(772)
(2,005)
Adjustments
(95)
(70)
(165)
Accrued restructuring actions balances as of June 30, 2023
$
—
$
—
$
—
Protein Sciences realignment
In December 2022, the Company informed employees it would undertake certain actions to strategically reallocate operations resources to
high growth areas of the business. Additional actions were taken in June 2023 primarily related to the sales organization. The actions
impacted a limited number of employees and were completed in the fourth quarter of fiscal 2024. As a result of the realignment, a pre-tax
charge of $1.7 million related to employee severance was recorded in the Selling, general and administrative line of operating income
within our Protein Sciences segment during the year ended June 30, 2023. Adjustments in fiscal year 2024 relate to the refinement of
employee severance payouts. Additional pre-

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tax charges for the year ended June 30, 2024 were $0.2 million. Restructuring actions, including cash and non-cash impacts, are as follows
(in thousands):
Employee
severance
Expense incurred in fiscal year 2023
$
1,677
Fiscal year 2023 cash payments
(762)
Fiscal year 2023 adjustments
(18)
Accrued restructuring actions balances as of June 30, 2023
$
897
Fiscal year 2024 cash payments
(1,118)
Fiscal year 2024 adjustments(1)
221
   Accrued restructuring actions balances as of June 30, 2024
$
—
(1)Fiscal year 2024 adjustments relate to the refinement of the accrual recorded in fiscal year 2023.
Fiscal Year 2022 Restructuring Actions:
In September 2021, the Company informed employees of our decision to close our Exosome Diagnostics Germany facility, discontinuing
lab and research occurring at the site, as part of a realignment of activities within our Exosome Diagnostics business. The restructuring
activities were complete as of June 30, 2022. As a result of the restructuring activities, a pre-tax charge of $1.4 million was recorded within
our Diagnostics and Genomics segment during the year ended June 30, 2022. Total restructuring charges for the closure of the Exosome
Diagnostics Germany facility for the year ended June 30, 2022 were recorded within operating income on the income statement as follows
(in thousands):
Employee
Asset
    
severance
    
impairment and other
    
Total
Selling, general and administrative
$
649
$
750
$
1,399
Employee
Asset
    
severance
    
impairment and other
    
Total
Expense incurred in the first quarter of 2022
$
639
$
546
$
1,185
Incremental expense incurred during fiscal 2022
—
242
242
Cash payments
(589)
(554)
(1,143)
Adjustments
(50)
(234)
(284)
Accrued restructuring actions balances as of June 30, 2022
$
—
$
—
$
—
(1) Adjustments include refinements to our estimated close down costs as well as the impacts from foreign currency exchange.
During the second quarter of fiscal 2022, the Company also incurred a restructuring charge of $0.2 million related to employee severance
for the relocation of a US plant. This was completed during fiscal 2023 and there are no remaining liabilities related to this relocation as of
June 30, 2023. This charge was recorded within Other current liabilities as of June 30, 2022. Fiscal 2023 cash payments did not materially
differ from the charge recorded in fiscal 2022.
Legal Matters: The Company and its affiliates are involved in a number of legal actions from time to time involving product liability,
employment, intellectual property and commercial disputes, shareholder related matters, environmental proceedings, tax disputes, and
governmental proceedings and investigations. With respect to governmental proceedings and investigations, like other companies in our
industry, the Company is subject to extensive regulation by national, state, and local governmental agencies in the United States and in
other jurisdictions in which the Company and its affiliates operate. The Company’s standard practice is to cooperate with regulators and
investigators in responding to inquiries. The outcomes of legal actions are not within the Company’s complete control and may not be
known for prolonged periods of time. In some actions, the enforcement agencies or private claimants seek damages, as well as other
remedies (including injunctions barring the sale of products that are the subject of the proceeding), that could require

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significant expenditures, result in lost revenues, or limit the Company's ability to conduct business in the applicable jurisdictions.
The Company records a liability in the consolidated financial statements on an undiscounted basis for loss contingencies related to legal
actions when a loss is known or considered probable and the amount may be reasonably estimated. If the reasonable estimate of a known or
probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If
a loss is reasonably possible but not known or probable, and may be reasonably estimated, the estimated loss or range of loss is disclosed.
When determining the estimated loss or range of loss, significant judgment is required. Estimates of probable losses resulting from
litigation and governmental proceedings involving the Company are inherently difficult to predict, particularly when the matters are in
early procedural stages with incomplete scientific facts or legal discovery, involve unsubstantiated or indeterminate claims for damages,
potentially involve penalties, fines or punitive damages, or could result in a change in business practice. The Company classifies certain
specified litigation charges and gains related to significant legal matters as certain litigation charges in the consolidated statements of
income.
During fiscal year 2024, the Company recognized $3.5 million of certain litigation charges. There was no comparable activity in the
comparable periods. As of each of the balance sheet dates presented, there was no accrued litigation. The ultimate cost to the Company
with respect to accrued litigation could be materially different than the amount of the current estimates and accruals and could have a
material adverse impact on the Company’s consolidated earnings, financial position, and/or cash flows. The Company includes accrued
litigation in other current liabilities and other liabilities on the consolidated balance sheets. While it is not possible to predict the outcome
for most of the legal matters discussed below, the Company believes it is possible that the costs associated with these matters could have a
material adverse impact on the Company’s consolidated earnings, financial position, and/or cash flows.
Intellectual Property Matters: At any given time, the Company is involved in litigation relating to patents, trademarks, copyrights, trade
secrets, and other intellectual property (IP) rights, and licenses, acquisitions or other agreements related to such rights. This litigation
includes, but it not limited to, alleged infringement or misappropriation of IP rights, or breach of obligations related to IP rights, or other
claims asserted by competitors, individuals, or entities created specifically to fund IP litigation. While the outcome of these litigation
matters is inherently uncertain, it is possible that the results of such litigation could require the Company to pay significant monetary
damages.
Other Significant Accounting Policies
The following table includes a reference to additional significant accounting policies that are described in other notes to the financial
statements, including the note number:
Policy
    
Note
 
Fair value measurements
 
 
5 
Leases
7
Earnings per share
 
 
9 
Share-based compensation
 
 
10 
Operating segments
 
 
13 
Not Yet Adopted Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280), which requires
incremental disclosures on reportable segments, primarily through enhanced disclosures on significant segment expenses. The Company
will adopt this guidance beginning in the fourth quarter of fiscal year 2025 for our annual report and for interim periods starting in fiscal
year 2026. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), which requires incremental
annual disclosures on income taxes, including rate reconciliations, income taxes paid, and other disclosures.

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The Company will adopt this guidance beginning in the fourth quarter of fiscal year 2026 for our annual report. We are currently evaluating
the potential effect that the updated standard will have on our financial statement disclosures.
Other than the items noted above, there have been no new accounting pronouncements not yet effective or adopted in the current year that
we believe have a significant impact, or potential significant impact, on our consolidated financial statements.
Note 2. Revenue Recognition:
Consumables revenues consist of specialized proteins, immunoassays, antibodies, reagents, blood chemistry and blood gas quality controls,
and hematology instrument controls that are typically single-use products recognized at a point in time following the transfer of control of
such products to the customer, which generally occurs upon shipment. Instruments revenues typically consist of longer lived assets that, for
the substantial majority of sales, are recognized at a point in time in a manner similar to consumables. Service revenues consist of extended
warranty contracts, post contract support, and custom development projects that are recognized over time as either the customers receive
and consume the benefits of such services simultaneously or the underlying asset being developed has no alternative use for the Company
at contract inception and the Company has an enforceable right to payment for the portion of the performance completed. Service revenues
also include laboratory services recognized at point in time.
We recognize royalty revenues in the period the sales occur using third party evidence. The Company elected the "right to invoice"
practical expedient based on the Company's right to invoice a customer at an amount that approximates the value to the customer and the
performance completed to date.
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 June 30, 2024.
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 balance sheet 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 June 30, 2024 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 June 30, 2024 and June 30, 2023 were approximately $30.2 million and $24.6 million, respectively. Contract
liabilities as of June 30, 2023 subsequently recognized as revenue during the year ended June 30, 2024 were approximately $20.9 million.
Contract liabilities as of June 30, 2022 subsequently recognized as revenue during the year ended June 30, 2023 were approximately $21.5
million. Contract liabilities in excess of one year are included in Other long-term liabilities on the consolidated balance sheet.
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

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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):
Year ended June 30, 
2024
    
2023
    
2022
Consumables
$
928,180
$
917,733
$
890,874
Instruments
 
108,270
 
112,085
 
120,758
Services
 
99,265
 
85,784
 
71,988
Total product and services revenue, net
 
1,135,715
$
1,115,602
 
1,083,620
Royalty revenues
 
23,345
 
21,100
 
21,979
Total revenues, net
$
1,159,060
$
1,136,702
$
1,105,599
Revenue by geography (in thousands):
Year Ended June 30, 
2024
    
2023
    
2022
   
   
  
United States
$
657,747
$
642,465
$
614,107
EMEA, excluding United Kingdom
 
241,432
 
220,230
 
219,055
United Kingdom
 
50,012
 
49,457
 
48,637
APAC, excluding Greater China
 
73,904
 
73,190
 
76,139
Greater China
 
99,467
 
113,868
 
112,438
Rest of World
 
36,498
 
37,492
 
35,223
Net sales
$
1,159,060
$
1,136,702
$
1,105,599
Note 3. Supplemental Balance Sheet and Cash Flow Information:
Inventories:
Inventories consist of (in thousands):
June 30, 
2024
    
2023
Raw materials
$
79,377
$
84,551
Finished goods(1)
 
106,072
 
92,474
Inventories, net
$
185,449
$
177,025
(1) Finished goods inventory of $5,718 and $5,387 is included within Other assets in the June 30, 2024 and June 30, 2023 Balance Sheets,
respectively, as it is forecasted to be sold after the 12 months subsequent to the consolidated balance sheet date.

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65
Property and Equipment:
Property and equipment consist of (in thousands):
June 30, 
2024
    
2023
Land
$
8,150
$
9,100
Buildings and improvements
 
243,863
 
245,302
Machinery and equipment
215,948
 
190,019
Construction in progress
 
39,749
15,491
Property and equipment, cost
 
507,710
 
459,912
Accumulated depreciation and amortization
 
(256,556)
 
(233,712)
Property and equipment, net
$
251,154
$
226,200
Intangibles assets were comprised of the following (in thousands):
Useful Life
June 30, 
(years)
2024
2023
Developed technology
 
9 - 15
$
675,674
$
616,311
Tradenames
 
2 - 20
 
151,561
 
146,945
Customer relationships
 
7 - 16
 
211,276
 
213,878
Patents
 
10
 
4,343
 
3,815
Other intangibles
 
5 - 15
 
12,006
 
11,566
Definite-lived intangible assets
 
1,054,860
 
992,515
Accumulated amortization
 
(547,779)  
(480,570)
Definite-lived intangibles assets, net
 
507,081
 
511,945
In process research and development(1)
 
—
 
22,700
Total intangible assets, net
$
507,081
$
534,645
(1)The in process research and development has been placed into service and is included within Developed technology. The amortization
period for this developed technology asset is estimated to be 14 years.
Changes to the carrying amount of net intangible assets consist of (in thousands):
    
June 30, 
2024
2023
Beginning balance
$
534,645
$
531,522
Acquisitions
 
66,400
 
75,600
Other additions(1)
 
950
 
5,710
Held-for-sale intangibles(2)
(14,323)
—
Amortization expense
 
(79,854)
 
(77,491)
Currency translation
(737)
(696)
Ending balance
$
507,081
$
534,645
(1)Includes the purchase of a $4.6 million intangible asset from Wilson Wolf, an equity method investee of the Company during the year-
ended June 30, 2023. This asset will be amortized over a life of 10 years.
(2)Refer to Note 1 for further detail on held-for-sale intangibles.
Amortization expense related to developed technologies included in cost of sales was $46.6 million, $44.3 million, and $40.6 million in
fiscal 2024, 2023, and 2022, respectively. Amortization expense related to trade names, customer

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66
relationships, non-compete agreements, and patents included in selling, general and administrative expense was $33.2  million,
$33.2 million, and $33.5 million, in fiscal 2024, 2023, and 2022 respectively.
The estimated future amortization expense for intangible assets as of June 30, 2024 is as follows (in thousands):
2025
    
$
77,259
2026
 
73,297
2027
 
63,138
2028
 
59,491
2029
 
46,923
Thereafter
 
186,973
Total
$
507,081
Goodwill:
Changes in goodwill by segment and in total consist of (in thousands):
    
    
Diagnostics and
    
Protein Sciences
 Genomics
Total
June 30, 2022
     $
376,493
$
445,608
$
822,101
Acquisitions
 
51,257
—
 
51,257
Currency translation
 
(723)
102
 
(621)
June 30, 2023
$
427,027
$
445,710
$
872,737
Acquisitions
 
—
104,650
104,650
Held-for-sale goodwill(1)
(1,400)
—
(1,400)
Currency translation
 
(2,178)
(1,146)
(3,324)
June 30, 2024
$
423,449
$
549,214
$
972,663
(1) Refer to Note 1 for further detail on goodwill reclassified to current assets held-for-sale.
Other Assets:
Other assets consist of (in thousands):
    
June 30, 
    
2024
2023
Equity method investment in Wilson Wolf
$
242,337
$
255,857
Derivative instruments
9,813
16,857
Long-term inventory
5,718
5,387
Other
 
6,397
 
7,201
Other assets
$
264,265
$
285,302
Supplemental Cash Flow Information:
Supplemental cash flow information was as follows (in thousands):
    
Year Ended June 30, 
    
2024
    
2023
    
2022
Income taxes paid
$
65,254
$
88,428
$
30,341
Interest paid
 
14,502
 
8,368
 
11,027

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67
Note 4. Acquisitions:
We periodically complete business combinations that align with our business strategy. Acquisitions are accounted for using the acquisition
method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at fair value as of the
acquisition date and that the results of operations of each acquired business be included in our consolidated statements of comprehensive
income from their respective dates of acquisitions. Acquisition costs are recorded in selling, general and administrative expenses as
incurred.
Fiscal year 2024 Acquisitions
Lunaphore Technologies SA.
On July 7, 2023, the Company acquired all of the ownership interests of Lunaphore Technologies SA (“Lunaphore”) for $169.7 million, in
a cash-free, debt-free acquisition. Lunaphore is a leading developer of fully automated spatial biology solutions. The Lunaphore acquisition
adds spatial biology instruments to Bio-Techne’s portfolio to accelerate our leadership position in translational and clinical research
markets. The transaction was accounted for in accordance with ASC 805, Business Combinations. The goodwill recorded as a result of the
acquisition represents the strategic benefits of growing the Company’s product portfolio and the expected revenue growth from increased
market penetration. The goodwill is not deductible for income tax purposes. The business became part of the Diagnostics and Genomics
operating segment in the first quarter of fiscal year 2024.
The allocation of purchase price consideration related to Lunaphore was completed in the fourth quarter of fiscal 2024. Net sales and
operating loss of this business included in Bio-Techne's consolidated results of operations for the year ended June 30, 2024 were
approximately $14.3 million and $24.0 million, respectively. The fair values of the assets acquired and liabilities assumed as of the
acquisition date and the updated final amounts as of June 30, 2024 are as follows (in thousands):
    
Preliminary allocation at acquisition
date
Adjustments to
fair value
Final allocation at
June 30, 2024
Current assets
$
12,512
$
(357)
$
12,155
Equipment and other long-term assets
 
1,470
 
1,470
Intangible assets:
Developed technologies
 
60,300
 
60,300
Tradenames
 
4,900
 
4,900
Customer relationships
 
1,200
 
1,200
Goodwill
 
102,560
2,090
 
104,650
Total assets acquired
 
182,942
1,733
 
184,675
Liabilities
 
7,096
 
7,096
Deferred income taxes, net
 
5,768
2,104
 
7,872
Net assets acquired
$
170,078
$
(371)
$
169,707
Cash paid
 
166,426
3,281
 
169,707
Estimated Net Working Capital
3,652
(3,652)
—
Net assets acquired
$
170,078
$
(371)
$
169,707
Tangible assets and liabilities acquired were recorded at fair value on the date of close based on management's assessment. The purchase
price allocated to developed technology and customer relationships was based on management’s forecasted cash inflows and outflows and
using a multiperiod excess earnings method to calculate the fair value of assets purchased. The purchase price allocated to trade names was
based on management's forecasted cash inflows and outflows and using a relief from royalty method. The amount recorded for developed
technology is being amortized with the expense reflected in cost of goods sold in the Consolidated Statement of Earnings and
Comprehensive Income. The amortization period for developed technology is estimated to be 14 years. Amortization expense related to
customer relationships is reflected in

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selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive Income. The amortization
period for customer relationships is estimated to be 8 years. The amount recorded for trade names is being amortized with the expense
reflected in selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive Income. The
amortization period for trade names ranges from 4 years to 8 years. The net deferred income tax liability represents the net amount of the
estimated future impact of adjustments for costs to be recognized as intangible asset amortization, which is not deductible for income tax
purposes, offset by the deferred tax asset for the preliminary calculation of acquired net operating losses.
Fiscal year 2023 Acquisitions
Namocell, Inc.
On July 1, 2022, the Company acquired all of the ownership interests of Namocell, Inc. (“Namocell”) for $101.2 million, net of cash
acquired, plus contingent consideration of up to $25 million upon the achievement of certain future revenue thresholds. The Namocell
acquisition adds easy-to-use single cell sorting and dispensing platforms that are gentle to cells and preserve cell viability and integrity. The
transaction was accounted for in accordance with ASC 805, Business Combinations. The goodwill recorded as a result of the acquisition
represents the strategic benefits of growing the Company’s product portfolio and the expected revenue growth from increased market
penetration. The goodwill is not deductible for income tax purposes. The business became part of the Protein Sciences operating segment in
the first quarter of fiscal year 2023.
The allocation of purchase price consideration related to Namocell was completed in the fourth quarter of fiscal 2023. Net sales and
operating loss of this business included in Bio-Techne's consolidated results of operations for the twelve months ended June 30, 2023 were
approximately $6.4 million and $9.3 million, respectively. The fair values of the assets acquired and liabilities assumed as of the acquisition
date and the updated final amounts as of June 30, 2023 are as follows (in thousands):
    
Namocell Inc
Current assets, net of cash
$
3,248
Equipment and other long-term assets
 
405
Intangible assets:
 
  
Developed technology
 
73,900
Trade name
 
700
Customer relationships
 
900
Non-competition agreement
100
Goodwill
 
51,257
Total assets acquired
 
130,510
Liabilities
 
546
Deferred income taxes, net
 
18,180
Net assets acquired
$
111,784
Cash paid, net of cash acquired
 
101,184
Additional consideration
 
10,600
Net assets acquired
$
111,784
Tangible assets and liabilities acquired were recorded at fair value on the date of close based on management's assessment. The purchase
price allocated to developed technology was based on management’s forecasted cash inflows and outflows and using a relief from royalty
method to calculate the fair value of assets purchased. The purchase price allocated to customer relationships and trade names was based on
management's forecasted cash inflows and outflows and using a multiperiod excess earnings method. The amount recorded for developed
technology is being amortized with the expense reflected in Cost of goods sold in the Consolidated Statement of Earnings and
Comprehensive Income. The amortization period for developed technology is estimated to be 13 years. Amortization expense related to
customer relationships is reflected in Selling, general and administrative expenses in the Consolidated Statement of Earnings and
Comprehensive

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69
Income. The amortization period for customer relationships is estimated to be 4 years. The amount recorded for trade names and the non-
competition agreement is being amortized with the expense reflected in Selling, general and administrative expenses in the Consolidated
Statement of Earnings and Comprehensive Income. The amortization period for both trade names and the non-competition agreement is
estimated to be 3 years. The net deferred income tax liability represents the net amount of the estimated future impact of adjustments for
costs to be recognized as intangible asset amortization, which is not deductible for income tax purposes, offset by the deferred tax asset for
the preliminary calculation of acquired net operating losses.
There were no acquisitions in fiscal 2022.
Note 5. Fair Value Measurements:
The Company’s financial instruments include cash and cash equivalents, available for sale investments, accounts receivable, accounts
payable, contingent consideration obligations, derivative instruments, and long-term debt.
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 inputs
be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability based on market data
obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would
use in valuing the asset or liability based upon the best information available in the circumstances.
The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant
to the fair value measurement. The hierarchy is broken down into three levels. Level 1 inputs are quoted prices in active markets for
identical assets or liabilities. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for
identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset
or liability, either directly or indirectly. Level 3 inputs are unobservable for the asset or liability and their fair values are determined using
pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is
unobservable. Level 3 may also include certain investment securities for which there is limited market activity or a decrease in the
observability of market pricing for the investments, such that the determination of fair value requires significant judgment or estimation.

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70
The following tables provide information by level for financial assets and liabilities that are measured at fair value on a recurring basis (in
thousands):
    
Total 
    
carrying 
value as of
Fair Value Measurements Using 
Balance Sheet Location
June 30, 
Inputs Considered as
2024
Level 1
Level 2
Level 3
 
Assets
 
   
   
   
  
Certificates of deposit(1)
Short-term available-for-sale investments
$
1,072
$
1,072
$
—
$
—
Derivatives designated as
hedging instruments - cash flow
hedges
Other current assets
 
805
 
—
 
805
 
—
Derivatives designated as
hedging instruments - cash flow
hedges
Other assets
9,813
—
9,813
—
Total assets
$
11,690
$
1,072
$
10,618
$
—
Liabilities
 
  
 
  
 
  
 
  
Derivatives designated as
hedging instruments - net
investment hedge
Other long-term liabilities
$
2,051
$
—
$
2,051
$
—
Total liabilities
$
2,051
$
—
$
2,051
$
—
    
Total
    
 carrying 
value as of
Fair Value Measurements Using 
Balance Sheet Location
June 30,
Inputs Considered as
    
2023
    
Level 1
    
Level 2
    
Level 3
Assets
 
   
   
   
  
Exchange traded securities(2)
Short-term available-for-sale investments
$
23,739
$
23,739
$
—
$
—
Derivative instruments - cash
flow hedges
Other assets
 
16,857
 
—
 
16,857
 
—
Total assets
$
40,596
$
23,739
$
16,857
$
—
Liabilities
 
  
 
  
 
  
 
  
Contingent consideration
Contingent consideration payable
$
3,500
$
—
$
—
$
3,500
Total liabilities
$
3,500
$
—
$
—
$
3,500
(1)
The certificates of deposit have contractual maturity dates within one year.
(2)
During the quarter ended September 30, 2023, the Company sold all of its exchange traded investment grade bond funds that it held at
June 30, 2023. The costs basis and fair value of these exchange traded investment grade bond funds were $25.0 million and $23.7
million at June 30, 2023, respectively.
Fair value measurements of available for sale securities
Available for sale securities are measured at fair value using quoted market prices in active markets for identical assets and are therefore
classified as Level 1 assets.

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71
Fair value measurements of derivative instruments
The Company utilizes forward starting swaps designated as a cash flow hedge on forecasted debt. The forward starting swaps reduce the
variability of cash flow payments for the Company by converting the variable interest rate on the Company’s forecasted variable interest
long-term debt to that of a fixed interest rate. Accordingly, as part of the forward starting swaps, the Company exchanges, at specified
intervals, the difference between floating and fixed interest amounts based on a notional principal amounts. The Company also uses a
cross-currency swap contract to manage its exposure to foreign currency risk associated with the Company’s net investment in its Swiss
subsidiary.
The following table presents the contractual amounts of the Company’s outstanding instruments (in millions):
    
June 30, 
June 30, 
Instruments
Designation
    
2024
2023
Forward starting swaps(1)
Cash flow hedge
$
300
$
300
Cross-currency swap(2)
Net investment hedge
150
—
(1)
In May 2021, the Company entered into a forward starting swap designated as a cash flow hedge on forecasted debt based on $200
million of notional principal. The effective date of the swap was November 2022 with the full swap maturing in November 2025. In
March 2023, the Company entered into a forward starting swap designated as a cash flow hedge on forecasted debt based on $100
million of notional principal. The effective date of the swap was April 2023 with the full swap maturing in April 2025.
(2)
In July 2023, the Company entered into a pay-fixed rate, receive-fixed rate cross-currency swap contract with a total notional amount
of $150 million that was designated as a hedge to lock in the Swiss franc (CHF) rate for a portion of the Company’s CHF net
investment in its Lunaphore subsidiary in Switzerland. The objective of the hedge is to protect the net investment in the Company’s
CHF-denominated operations against changes in the spot exchange rates, on a pre-tax basis. The hedging instrument has four interim
settlement dates, which will reduce the notional on the hedging instrument by $10 million at each interim date, and will reduce the
notional to $110 million at maturity.
The pretax amount of the gains and losses on our hedging instruments and the classification of those gains and losses with our
Consolidated Financial Statements for the twelve months ended June 30, 2024 and 2023 were as follows (in thousands):
(Gain) Loss Recognized in Accumulated Other Comprehensive Loss
    
Year Ended
June 30, 
    
2024
2023
    
2022
Cash flow hedges
Forward starting swaps
$
12,632
$
(1,340) 
$
(19,121)
Net investment hedges
Cross-currency swap
4,015
—  
—
Total
$
16,647
$
(1,340)
$
(19,121)

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72
(Gain) Loss Reclassified into Income
    
Year Ended
June 30, 
Location of (Gain) Loss
    
2024
2023
    
2022
in Income Statement
Cash flow hedges
Forward starting swaps
$
(10,317)
$
(4,526) 
$
6,352
Interest expense
Net investment hedges
Cross-currency swap
(3,210)
—  
—
Interest expense
Total
$
(13,527)
$
(4,526)
$
6,352
Gains or losses related to the net investment hedges are classified as foreign currency translation adjustments in the schedule of changes in
Accumulated Other Comprehensive Income (“AOCI”) in Note 8, as these items are attributable to the Company’s hedges of its net
investment in foreign operations. Gains or losses related to the cash flow hedges are classified as Unrealized gains (losses) on cash flow
hedges in the schedule of changes in AOCI in Note 8.
The instruments were valued using observable market inputs in active markets and therefore are classified as Level 2 liabilities.
Fair value measurements of contingent consideration
As of June 30, 2024, the Company does not have outstanding contingent consideration as the Asuragen and Namocell acquisitions did not
meet their respective milestones as of December 31, 2023.
The Asuragen contingent agreement required the Company to make contingent consideration payments of up to $105.0 million if certain
revenue thresholds were achieved by December 31, 2023. The opening balance sheet fair value of the liabilities was $18.3 million, which
was determined using a Monte Carlo simulation-based model discounted to present value. Assumptions used in these calculations are units
sold, expected revenue, expected expenses, discount rate, and various probability factors. The contingent consideration related to Asuragen
was $2.0 million as of June 30, 2023.
The Namocell contingent agreement required the Company to make contingent consideration payments of up to $25.0 million if certain
revenue thresholds were achieved by December 31, 2023. The opening balance sheet fair value of the liabilities was $10.6 million, which
was determined using a Monte Carlo simulation-based model discounted to present value. Assumptions used in these calculations are units
sold, expected revenue, expected expenses, discount rate, and various probability factors. The contingent consideration related to Namocell
was $1.5 million as of June 30, 2023.
As of June 30, 2023, the Company's obligation for potential contingent consideration payments related to the B-Mogen acquisitions was
relieved as the likelihood that the revenue thresholds and product milestones would be achieved in the timeframe established within the
purchase agreement was remote. As a result, the Company reversed an accrual for the fair value of the contingent liabilities at the date of
settlement during fiscal 2022.
The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable
inputs (Level 3) (in thousands):
    
June 30, 
2024
2023
Fair value at the beginning of period
$
3,500
$
5,000
Purchase price contingent consideration (Note 4)
 
—
 
10,600
Change in fair value of contingent consideration
 
(3,500)
 
(12,100)
Payments
 
—
 
—
Fair value at the end of period
$
—
$
3,500

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73
The use of different assumptions, applying different judgment to matters that inherently are subjective and changes in future market
conditions could result in different estimates of fair value of our securities or contingent consideration, currently and in the future. If market
conditions deteriorate, we may incur impairment charges for securities in our investment portfolio.
Fair value measurements of other financial instruments – The following methods and assumptions were used to estimate the fair value of
each class of financial instrument for which it is practicable to estimate fair value.
Cash and cash equivalents, certificates of deposit, accounts receivable, and accounts payable  – The carrying amounts reported in the
consolidated balance sheets approximate fair value because of the short-term nature of these items.
Long-term debt – The carrying amounts reported in the consolidated balance sheets for the amount drawn on our line-of-credit facility and
long-term debt approximates fair value because our interest rate is variable and reflects current market rates.
Note 6. Debt and Other Financing Arrangements:
On August 31, 2022, the Company entered into a revolving line-of-credit and term loan by a Credit Agreement (the Credit Agreement). The
Credit Agreement provides for a revolving credit facility of $1 billion, which can be increased by an additional $400 million subject to
certain conditions. Borrowings under the Credit Agreement may be used for working capital and expenditures of the Company and its
subsidiaries, including financing permitted acquisitions. Borrowings under the Credit Agreement bear interest at a variable rate. The current
outstanding debt is based on the one-month Secured Overnight Financing Rate (SOFR) plus an applicable margin. The applicable margin is
determined from the total leverage ratio of the Company and updated on a quarterly basis. The annualized fee for any unused portion of the
credit facility is currently 10 basis points.
The Credit Agreement matures on August 31, 2027 and contains customary restrictive and financial covenants and customary events of
default. As of June 30, 2024, the outstanding balance under the Credit Agreement was $319.0 million.
Note 7. Leases:
As a lessee, the company leases offices, labs, and manufacturing facilities, as well as vehicles, copiers, and other equipment. The Company
determines whether a contract is a lease or contains a lease at inception date. Upon commencement date, operating lease right-of-use assets
and liabilities are recognized based on the present value of lease payments over the lease term. The discount rate used to calculate present
value is the Company’s incremental borrowing rate or, if available, the rate implicit in the lease. The Company determines the incremental
borrowing rate for each lease based primarily on its lease term and the economic environment of the applicable country or region. The
Company recognizes operating lease expense on a straight-line basis over the lease term. Further, as part of our adoption of ASC 842, the
Company also made the accounting policy elections to not capitalize short term leases (defined as a lease with a lease term that is less than
12 months) and to combine lease and non-lease components for all asset classes in determining the lease payments.
Variable lease payments primarily include payments for non-lease components, such as maintenance costs and payments for non-
components such as sales tax. During fiscal year 2024, the Company recognized $5.0 million in variable lease expense in the Consolidated
Statements of Earnings and Comprehensive Income. During fiscal year 2024, the Company also recognized $18.2 million relating to fixed
lease expense in the Consolidated Statements of Earnings and Comprehensive Income.

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74
The following table summarizes the balance sheet classification of the Company’s operating leases, amounts of right of use assets and lease
liabilities, the weighted average remaining lease term, and the weighted average discount rate for the Company’s operating leases (asset
and liability amounts are in thousands):
    
    
As of
June 30, 
Balance Sheet Classification
2024
Operating leases:
 
   
  
Operating lease right-of-use assets
 
Right-of-use asset
$
91,285
Current operating lease liabilities
 
Operating lease liabilities - current
$
12,920
Noncurrent operating lease liabilities
 
Operating lease liabilities
 
87,618
Total operating lease liabilities
$
100,538
Weighted average remaining lease term (in years):
 
 
8.45
Weighted average discount rate (%):
 
 
4.23
The following table summarizes the cash paid for amounts included in the measurement of operating lease liabilities and right of use assets
obtained in exchange for new operating lease liabilities for the year ended June 30, 2024 (in thousands):
Year ended
June 30, 
    
2024
Cash amounts paid on operating lease liabilities(1)
$
17,729
Right-of-use assets obtained in exchange for lease liabilities
$
11,051
(1) Total cash paid for the Company’s operating leases during the year ended June 30, 2024 include cash amounts paid on operating lease
liabilities and variable lease expenses. Cash flow impacts from right of use assets and lease liabilities are presented net on the cash
flow statement in changes in other operating activity.
The following table summarizes payments by date for the Company’s operating leases, which is then reconciled to our total lease obligation
(in thousands):
    
June 30, 2024
Operating
Leases
2025
$
16,331
2026
 
16,429
2027
 
13,577
2028
 
13,479
2029
 
12,967
Thereafter
 
48,211
Total
$
120,994
Less: Amounts representing interest
 
20,456
Total lease obligations
$
100,538
Certain leases include one or more options to renew, with terms that extend the lease term up to five years. The Company includes option to
renew the lease as part of the right of use lease asset and liability when it is reasonably certain the Company will exercise the option. In
addition, certain leases contain fair value purchase and termination options with an associated penalty. In general, the Company is not
reasonably certain to exercise such options.

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75
Note 8. Supplemental Equity and Accumulated Other Comprehensive Income (loss) Information:
Equity
The Company has declared cash dividends per share of $0.32 in each of the full fiscal years ended June 30, 2024, June 30, 2023, and
June 30, 2022. During the years ended June 30, 2024, June 30, 2023, and June 30, 2022, the Company repurchased 1,397,471 shares at an
average share price of $57.28, 222,000 shares at an average share price of $88.12,  and 1,576,952  shares at an average share price of
$102.06, respectively. The Company’s accounting policy is to record the portion of share repurchases in excess of the par value entirely in
retained earnings. During fiscal year 2024, 2023 and 2022, the amounts within the Consolidated Statements of Shareholders’ Equity for the
surrender and retirement of stock to exercise options due to net settlement stock options exercises and restricted stock units vesting were
$21.9 million, $28.9 million, and $23.5 million, respectively.
Accumulated Other Comprehensive Income (loss)
The components of other comprehensive income (loss) consist of changes in foreign currency translation adjustments and changes in net
unrealized gains (losses) on derivative instruments designated as cash flow hedges.

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Changes in Accumulated Other Comprehensive Income (Loss) attributable to Bio-Techne by component (in thousands):
Unrealized
Gains
Foreign 
(Losses) on
Currency
Derivative
Translation 
Instruments
    
Adjustments
    
Total
Balance as of June 30, 2021, net of tax:
$
(6,193)
$
(51,098)
$
(57,291)
Other comprehensive income (loss), before tax, attributable to Bio-
Techne:
Amounts before reclassifications (1)
19,121
(32,171)
(13,050)
Amounts reclassified out
(6,352)
—
(6,352)
Total other comprehensive income (loss), before tax, attributable to
Bio-Techne:
12,769
(32,171)
(19,402)
Tax benefit
1,493
—
1,493
Total other comprehensive income (loss), net of tax, attributable to
Bio-Techne:
14,262
(32,171)
(17,909)
Balance as of June 30, 2022, net of tax(2)
$
8,069
$
(83,269)
$
(75,200)
Other comprehensive income (loss), before tax, attributable to Bio-
Techne: :
Amounts before reclassifications (1)
1,340
4,191
5,531
Amounts reclassified out
4,526
152
4,678
Total other comprehensive income (loss), before tax, attributable to
Bio-Techne:
5,866
4,343
10,209
Tax expense
(1,073)
—
(1,073)
Total other comprehensive income (loss), net of tax, attributable to
Bio-Techne:
 
4,793
4,343
9,136
Balance as of June 30, 2023, net of tax(2)
$
12,862
$
(78,926)
$
(66,064)
Other comprehensive income (loss), before tax:
Amounts before reclassifications
(12,632)
(9,941)
(22,573)
Amounts reclassified out
10,317
3,210
13,527
Total other comprehensive income (loss), before tax
(2,315)
(6,731)
(9,046)
Tax expense
(2,445)
(761)
(3,206)
Total other comprehensive income (loss), net of tax
 
(4,760)
(7,492)
(12,252)
Balance as of June 30, 2024, net of tax(2)
$
8,102
$
(86,418)
$
(78,316)
(1) Amounts before reclassifications related to foreign currency translation adjustments in the table above includes the amount attributable
to Bio-Techne and excludes the $33 thousand and $70 thousand attributable to the non-controlling interest in Eminence as of June 30,
2023, and June 30, 2022, respectively.
(2) The Company had a net deferred tax liability for its cash flow hedge of $2.5 million, $4.0 million, and $2.5 million as of June 30,
2024, June 30, 2023 and June 30, 2022.
Income taxes are not provided for foreign translation relating to permanent investments in international subsidiaries, but tax effects within
foreign currency translation adjustments do include impacts from the net investment hedge.

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77
Note 9. Earnings Per Share:
The following table reflects the calculation of basic and diluted earnings per share (in thousands, except per share amounts):
    
Year Ended June 30, 
    
2024
    
2023
    
2022
Earnings per share – basic:
Net earnings, including noncontrolling interest
$
168,105  
$
285,442  
$
263,099
Less net earnings (loss) attributable to noncontrolling interest
—  
179  
(8,952)
Net earnings attributable to Bio-Techne
$
168,105
$
285,263
$
272,051
Income allocated to participating securities
 
(33)
 
(70)
 
(121)
Income available to common shareholders
$
168,072
$
285,193
$
271,930
Weighted-average shares outstanding – basic
 
157,708
 
157,179
 
156,874
Earnings per share – basic
$
1.07
$
1.81
$
1.73
Earnings per share – diluted:
 
  
 
  
 
  
Net earnings, including noncontrolling interest
$
168,105
$
285,442
$
263,099
Less net earnings (loss) attributable to noncontrolling interest
-
179
(8,952)
Net earnings attributable to Bio-Techne
168,105
285,263
272,051
Income allocated to participating securities
 
(33)
 
(70)
 
(121)
Income available to common shareholders
$
168,072
$
285,193
$
271,930
Weighted-average shares outstanding – basic
 
157,708
 
157,179
 
156,874
Dilutive effect of stock options and restricted stock units
 
3,066
 
4,676
 
7,240
Weighted-average common shares outstanding – diluted
 
160,774
 
161,855
 
164,114
Earnings per share – diluted
$
1.05
$
1.76
$
1.66
Basic net income per common share is calculated based on the weighted average number of common shares outstanding during the period.
Diluted net income per common share is computed by dividing net income by the weighted average number of common and potentially
dilutive common shares outstanding during the period. Potentially dilutive common shares of our stock result from dilutive common stock
options and restricted stock units. We use the treasury stock method to calculate the weighted-average shares used in the diluted earnings
per share computation. Under the treasury stock method, the proceeds from exercise of an option, the amount of compensation cost, if any,
for future service that we have not yet recognized, and the amount of estimated tax benefits that would be recorded in paid-in capital, if
any, when the option is exercised are assumed to be used to repurchase shares in the current period.
The dilutive effect of stock options 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 3.9 million, 4.5 million, and
2.8 million for the fiscal years ended June 30, 2024, 2023 and 2022, respectively.

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78
Note 10. Share-based Compensation and Other Benefit Plans:
The cost of employee services received in exchange for the award of equity instruments is based on the fair value of the award at the date
of grant. Compensation cost is recognized using a straight-line method over the vesting period and is net of estimated forfeitures. Stock
option exercises and stock awards are satisfied through the issuance of new shares.
Equity incentive plan: The 2020 Equity Incentive Plan, which replaced the Company’s Second Amended and Restated 2010 Equity
Incentive Plan, provides for the granting of incentive and nonqualified stock options, restricted stock, restricted stock units, performance
shares, performance units and stock appreciation rights. There were 36.2 million shares of common stock authorized for grant under the
Plan. The maximum aggregate number of shares of common stock reserved and available for awards under the Plan is 9,936,808 shares. At
June 30, 2024, there were 6.3 million shares of common stock available for grant under the 2020 Equity Incentive Plan. The maximum
term of incentive options granted under the 2020 Equity Incentive Plan is ten  years. The 2020 Equity Incentive Plan replaced the
Company’s second A&R 2010 Plan, which had previously amended and restated the Company’s Amended and Restated 2010 Equity
Incentive Plan (the A&R 2010 Plan). The 2020 Equity Incentive Plan and Second A&R 2010 Plan (collectively, the Plans) are administered
by the Board of Directors and its Executive Compensation Committee, which determine the persons who are to receive awards under the
Plans, the number of shares subject to each award and the term and exercise price of each award. The number of shares of common stock
subject to outstanding awards as of June 30, 2024 under the 2020 Equity Incentive Plan were 11.6 million.
The fair values of options granted under the Plans were estimated on the date of grant using the Black-Scholes option-pricing model with
the following assumptions used:
Year Ended June 30, 
    
2024
2023
2022
Dividend yield
0.41
%
0.34
%
0.27
%
Expected volatility
30%-37
%
30%-36
%
27%-33
%
Risk-free interest rates
3.8%-4.8
%
2.8%-4.4
%
0.6%-2.6
%
Expected lives (years)
4.4
4.7
4.3
The dividend yield is based on the Company’s historical annual cash dividend divided by the market value of the Company’s common
stock. The expected annualized volatility is based on the Company’s historical stock price over a period equivalent to the expected life of
the option granted. The risk-free interest rate is based on U.S. Treasury constant maturity interest rates with a term consistent with the
expected life of the options granted.

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79
Stock option activity under the Plans for the three years ended June 30, 2024, consists of the following (shares in thousands):
    
    
Weighted
    
Aggregate
    
Weighted
Number of 
Average
Intrinsic
Average
Shares (in
Exercise
Value
Contractual
thousands)
Price
(millions)
Life (years)
Outstanding at June 30, 2021
 
14,868
$
43.16  
   
  
Granted
 
1,390
 
120.15  
   
  
Forfeited
 
(539)
 
87.05  
   
  
Exercised
 
(2,450)
 
33.61  
   
  
Outstanding at June 30, 2022
 
13,269
$
51.20  
   
  
Granted
 
2,351
 
93.81  
   
  
Forfeited
 
(118)
 
85.99  
   
  
Exercised
 
(1,578)
 
29.48  
   
  
Outstanding at June 30, 2023
 
13,924
$
60.56  
 
  
Granted
 
1,060
 
79.69  
   
  
Forfeited
 
(1,165)
 
90.86  
   
  
Exercised
 
(2,240)
 
33.34  
   
  
Outstanding at June 30, 2024
 
11,579
$
64.53
$
747.3  
3.0
Exercisable at June 30, 2022:
 
7,797
 
36.99
 
 
  
Exercisable at June 30, 2023:
 
8,641
 
44.76
 
 
  
Exercisable at June 30, 2024:
 
8,208
 
53.57
 
439.7  
2.1
The weighted average fair value of options granted during fiscal 2024, 2023, and 2022 was $27.27, $29.53, and $29.78, respectively. The
total intrinsic value of options exercised during fiscal 2024, 2023, and 2022  were $100.8  million, $90.2 million, and $209.3
million, respectively. The total fair value of options exercised during fiscal 2024, 2023, and 2022 were $58.2 million, $46.5 million, and
$82.3 million, respectively. The total fair value of options vested during fiscal 2024, 2023, and 2022 were $31.6 million, $31.0 million, and
$29.2 million, respectively. Stock options vest over a four year period.

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80
Restricted common stock activity under the Plans for the three years ended June 30, 2024, consists of the following (units in thousands):
    
    
    
Weighted
Average
Weighted
Remaining
Number of
Average Grant
Contractual
Shares (in
Date Fair
Term
thousands)
Value
(years)
Unvested at June 30, 2021
 
92
$
56.52  
  
Granted
 
28
 
122.34  
  
Vested
 
(54)
 
54.57  
  
Forfeited
 
—
 
—  
  
Unvested at June 30, 2022
 
66
$
85.83  
  
Granted
 
11
 
73.94  
  
Vested
 
(40)
 
78.85  
  
Forfeited
 
—
 
—  
  
Unvested at June 30, 2023
 
37
$
89.91  
  
Granted
 
28
 
57.38  
  
Vested
 
(30)
 
82.51  
  
Forfeited
 
—
 
—  
  
Unvested at June 30, 2024
 
35
$
70.22
6.60
The total fair value of restricted shares that vested was $2.4 million for fiscal 2024, $3.1 million for fiscal 2023, and $2.9 million for fiscal
2022.
Restricted stock unit activity under the Plans for the three years ended June 30, 2024, consists of the following (units in thousands):
Weighted 
Average 
Weighted 
Remaining 
Number of 
Average Grant 
Contractual 
Units 
Date Fair
Term 
     (in thousands)     
 Value
    
(years)
Outstanding at June 30, 2021
 
382   $
55.13  
  
Granted
 
110  
117.60  
  
Vested
 
(145) 
44.62  
  
Forfeited
 
(45) 
104.34  
  
Outstanding at June 30, 2022
 
302   $
75.54  
  
Granted
 
107  
90.96  
  
Vested
 
(123) 
52.34  
  
Forfeited
 
(3) 
106.13  
  
Outstanding at June 30, 2023
 
283   $
91.10  
  
Granted
 
374  
78.16  
  
Vested
 
(129) 
76.42  
  
Forfeited
 
(31) 
99.96  
  
Outstanding at June 30, 2024
 
497   $
84.62  
5.71
The total fair value of restricted stock units that vested was $9.9 million for fiscal 2024, $6.4 million for fiscal 2023, and $6.5 million for
fiscal 2022. The restricted stock units vest over a three-year period.
Stock-based compensation cost, inclusive of payroll taxes,  of $38.5 million, $39.3  million, and $44.0  million  was included in selling,
general and administrative expense in fiscal 2024, 2023 and 2022, respectively. Additionally, stock-based

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81
compensation costs, inclusive of payroll taxes, of $0.9 million, $1.0 million, and $1.4 million was included in cost of goods sold in 2024,
2023, and 2022, respectively. As of June 30, 2024, there was $35.8 million of unrecognized compensation cost related to non-vested stock
options, non-vested restricted stock units and non-vested restricted stock which will be expensed in fiscal 2025 through 2028 using a 4.5%
forfeiture rate. The weighted average period over which the compensation cost is expected to be recognized is 2.1 years.
Employee stock purchase plan: In fiscal year 2015, the Company established the Bio-Techne Corporation 2014 Employee Stock Purchase
Plan (ESPP), which was approved by the Company’s shareholders on October  30, 2014, and which is designed to comply with IRS
provisions governing employee stock purchase plans. 800,000 shares were allocated to the ESPP. The Company recorded expense of
$0.9 million, $0.9 million, and $1.0 million for the ESPP in fiscal 2024, 2023, and 2022, respectively.
Profit sharing and savings plans: The Company has profit sharing and savings plans for its U.S. employees, which conform to IRS
provisions for 401(k)  plans. The Company makes matching contributions to the Plan. The Company has recorded an expense for
contributions to the plans of $5.8 million, $4.9 million, and $4.3 million for the years ended June 30, 2024, 2023, and 2022, respectively.
The Company operates defined contribution pension plans, which consists of primarily our U.K. and China employees. The Company’s
contribution to the defined pension contribution plan was $5.5 million, $2.4 million, and $2.3 million for the years ended June 30, 2024,
2023 and 2022, respectively.
Performance incentive programs: In fiscal 2024, under certain employment agreements, a Management Incentive Plan, and a business
incentive plan, available to executive officers, certain management personnel, and certain other professional employees, the Company
recorded cash bonuses of $13.5 million, granted options for 1,060,126 shares of common stock, issued 27,876 restricted common shares
and 374,448 restricted stock units. In fiscal 2023 and fiscal 2022, the Company recorded cash bonuses of $10.8 million and $26.5 million,
granted options for 2,350,980 and 1,390,436 shares of common stock, issued 10,816 and 27,584 restricted common stock shares and
107,202 and 110,292 restricted stock units, respectively.
Note 11. Other Income / (Expense)
The components of other income (expense) in the accompanying Statement of Earnings and Comprehensive Income are as follows (in
thousands):
Year Ended June 30, 
    
2024
    
2023
    
2022
Interest expense
$
(15,736)
$
(11,215)
$
(11,309)
Interest income
3,323
3,410
794
Gain (loss) on investment(1)
283
49,328
15,186
Gain (loss) on equity method investment
(6,841)
(1,143)
—
Other non-operating income (expense), net
 
(2,026)
 
(665)
 
125
Total other income (expense)
$
(20,997)
$
39,715
$
4,796
(1) For the year ended June 30, 2024, this is for a $0.3 million gain on the sale of our exchange trade investment grade bond funds. For the
year ended June 30, 2023, this is for a $37.2 million gain on the sale of our CCXI investment, a $11.7 million gain on the sale of Eminence,
and a gain of $0.4 million related to the change in fair value of our exchange traded bond funds. For the year ended June 30, 2022, this is
for a $16.1 million gain in the fair value of our CCXI investment.

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82
Note 12. Income Taxes:
Income before income taxes was comprised of the following (in thousands):
Year Ended June 30, 
    
2024
    
2023
    
2022
Domestic
$
174,806
$
288,458
$
255,118
Foreign
 
10,883
 
50,201
 
46,268
Earnings before income taxes
$
185,689
$
338,659
$
301,386
The provision for income taxes consisted of the following (in thousands):
Year Ended June 30, 
    
2024
    
2023
    
2022
Taxes on income consist of:
Current tax provision:
 
   
   
  
Federal
 
$
40,228  
$
59,810  
$
10,080
State
 
4,853  
12,753  
6,663
Foreign
 
12,664  
10,453  
14,481
Total current tax provision
 
57,745  
83,016  
31,224
Deferred tax provision:
 
   
   
  
Federal
 
(28,301) 
(28,829) 
8,130
State
 
(4,563) 
(2,414) 
1,477
Foreign
 
(7,297) 
1,444  
(2,544)
Total deferred tax provision
 
(40,161) 
(29,799) 
7,063
Total income tax provision
 
$
17,584  
$
53,217  
$
38,287
The Company’s effective income tax rate for fiscal 2024 was 9.5% vs 15.7% in the prior year. The change in the effective tax rate for fiscal
2024 and 2023 was driven by share-based compensation as the number of stock option exercises increased compared to the prior year
comparative period.
The Company’s effective income tax rate for fiscal 2023 was 15.7% vs 12.7% in the prior year. The change in the effective tax rate for
fiscal 2023 and 2022 was driven by share-based compensation as the number of stock option exercises decreased compared to the prior
year comparative period.
The Company’s discrete tax benefits in fiscal 2024, 2023, and 2022 primarily related to share-based compensation excess tax benefits of
$18.4 million, $12.3 million, and $29.3 million, respectively.

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83
The following is a reconciliation of the federal tax calculated at the statutory rate to the actual income taxes provided:
    
Year Ended June 30, 
    
2024
    
2023
    
2022
Income tax expense at federal statutory rate
21.0 %  
21.0 %  
21.0 %
State income taxes, net of federal benefit
(0.2)
 
2.5
 
2.2
Research and development tax credit
(2.2)
 
(1.3)
 
(1.0)
Contingent consideration adjustment
(0.4)
 
(0.8)
 
(1.4)
Foreign tax rate differences
3.1
 
(0.6)
 
0.4
(Gain)/loss on investment
—
(0.7)
1.1
Option exercises
(8.8)
 
(3.3)
 
(9.4)
U.S. taxation of foreign earnings
0.1
 
0.4
 
(0.1)
Foreign derived intangible income
(4.8)
 
(3.4)
 
(1.9)
Foreign withholding tax
(1.2)
1.5
—
Executive compensation limitations
2.7
 
0.8
 
1.9
Other, net
0.2
 
(0.4)
 
(0.10)
Effective tax rate
9.5 %  
15.7 %  
12.7 %
Deferred taxes on the Consolidated Balance Sheets consisted of the following temporary differences (in thousands):
June 30, 
    
2024
    
2023
Inventory
$
9,675
$
10,906
Net operating loss carryovers
 
25,065
 
20,315
Tax credit carryovers
 
9,118
 
9,218
Excess tax basis in equity investments
 
1,115
 
939
Deferred compensation
 
16,628
 
16,528
Lease liability
 
19,501
 
21,001
Capitalized R&D
36,151
21,081
Held-for-sale asset impairment
5,216
—
Other
 
6,119
 
4,379
Valuation allowance
 
(19,265)
 
(9,344)
Deferred tax assets
 
109,323
 
95,023
Intangible asset amortization
 
(120,648)
 
(134,810)
Depreciation
 
(20,448)
 
(21,449)
Right of use asset
 
(17,876)
 
(20,021)
Derivative - cash flow hedge
(2,516)
(3,995)
Other
 
(3,698)
 
(3,730)
Deferred tax liabilities
 
(165,186)
 
(184,005)
Net deferred income tax liabilities
$
(55,863)
$
(88,982)
A deferred tax valuation allowance is required when it is more likely than not that all or a portion of deferred tax assets will not be realized.
The valuation allowance as of June 30, 2024 was $19.3 million compared to $9.3 million in the prior year.
As of June  30, 2024, the $19.3  million valuation allowance relates to certain foreign and state tax net operating loss and state credit
carryforwards that existed at the date the Company completed various previous acquisitions as well as immaterial amounts generated after
the acquisitions. The Company believes it is more likely than not that these tax carryovers will not be realized.

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84
As of June  30, 2024, the Company has federal operating loss carryforwards of approximately $34.0  million and state operating loss
carryforwards of $146.8 million from its previous acquisitions, which are not limited under IRC Section 382. As of June 30, 2024, the
Company has foreign net operating loss carryforwards of $77.5 million. Some of the net operating loss carryforwards expire between fiscal
2025 and 2036.  Federal net operating loss carryforwards generated after December 31, 2017 have an indefinite carryforward period but the
Company expects to be fully utilize these attributes by June 30, 2032.  The Company has a deferred tax asset of $9.8 million, net of the
valuation allowance discussed above, related to the net operating loss carryovers. As of June 30, 2024, the Company has federal and state
tax credit carryforwards of $4.4 million and $5.6 million, respectively. The federal tax credit carryforwards expire between 2028 and 2040.
The majority of the state credit carryforwards have no expiry date. The state credit carryforwards that have expiry dates have a full
valuation allowance.  The Company has a deferred tax asset of $5.5 million, net of the valuation allowance discussed above, related to the
tax credit carryovers.
As of June 30, 2024, the Company has approximately $246 million of undistributed earnings in its foreign subsidiaries. Approximately
$108 million of these earnings are no longer considered permanently reinvested and the Company expects to be able to repatriate earnings
on a tax neutral basis. The Company has not provided deferred taxes on approximately $138 million of undistributed earnings from non-
U.S. subsidiaries as of June 30, 2024 which are indefinitely reinvested in operations. Because of the multiple entities as well as the
complexities of laws and regulations by which to repatriate the earnings to minimize tax cost, it is not practical to determine the income tax
liability that would be payable if such earnings were not reinvested indefinitely. A deferred tax liability will be recognized if the Company
can no longer demonstrate that it plans to indefinitely reinvest the undistributed earnings.
We continue to analyze our global working capital requirements and the potential tax liabilities that would be incurred if the non-U.S.
subsidiaries distribute cash to the U.S. parent, which include local country withholding tax and potential U.S. state taxation.
The following is a reconciliation of the beginning and ending balance of unrecognized tax benefits (in thousands):
Year Ended June 30, 
    
2024
    
2023
    
2022
Beginning balance
$
5,291
$
5,302
$
7,271
Additions due to acquisitions
 
—
 
—
 
960
Additions for tax positions of prior year
 
—
   
—
 
304
Decrease in unrecognized tax benefits for prior year positions
 
—
   
—
 
(357)
Settlements
 
—
   
—
 
(2,860)
FX impact
(13)
(11)
(16)
Ending balances
$
5,278
$
5,291
$
5,302
Included in the balance of unrecognized tax benefits at June 30, 2024 are potential benefits of $5.3 million that, if recognized, would affect
the effective tax rate on income from continuing operations. The Company recognizes interest and penalties related to unrecognized tax
benefits in its provision for income taxes.  The Company had $0.6 million of accrued interest and penalties as of June 30, 2024.  The
amount recorded for the periods ended June 30, 2023 and June 30, 2022, was $0.5 million and $0.3 million, respectively, in accrued interest
and penalties. The Company does not believe it is reasonably possible that the total amounts of unrecognized tax benefits will significantly
increase in the next twelve months.  The Company files income tax returns in the U.S. federal and certain state tax jurisdictions, and several
jurisdictions outside the U.S. The Company’s federal returns are subject to tax assessment for 2019 and subsequent years. State and foreign
income tax returns are generally subject to examination for a period of three to five years after filing of the respective return. The state
impact of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the
states.
Note 13. Segment Information:
The Company operates under two operating segments, Protein Sciences and Diagnostics and Genomics.
The Company’s Protein Sciences segment is comprised of the reagent solutions division and analytical solutions division. Our Protein
Sciences segment is a leading developer and manufacturer of high-quality biological reagents used in all

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aspects of life science research, diagnostics and cell and gene therapy. This segment also includes proteomic analytical tools, both manual
and automated, that offer researchers and pharmaceutical manufacturers efficient and streamlined options for automated western blot and
multiplexed ELISA workflow. No customer in the Protein Sciences segment accounted for more than 10% of the segment’s net sales for
the years ended June 30, 2024, 2023, and 2022.
The Company’s Diagnostics and  Genomics segment is comprised of the diagnostics reagents division, spatial biology divsion, and
molecular diagnostics division. Our Diagnostics and Genomics segment develops and manufactures diagnostic products, including
controls, calibrators, and diagnostic assays for the regulated diagnostics market, exosome-based molecular diagnostic assays, advanced
tissue-based in-situ hybridization assays for spatial genomic and tissue biopsy analysis, and genetic and oncology kits for research and
clinical applications. No customer in the Diagnostics and Genomics segment accounted for more than 10% of the segment’s net sales for
the fiscal years ended June 30, 2024, 2023, and 2022.
There are no concentrations of business transacted with a particular customer or supplier or concentrations of revenue from a particular
product or geographic area that would severely impact the Company in the near term.
Following is financial information relating to the operating segments (in thousands):
Year Ended June 30, 
    
2024
    
2023
    
2022
Net sales:
 
  
Protein Sciences
$
830,902    $
845,747
$
832,311
Diagnostics and Genomics
 
326,392
 
292,602
 
274,843
Other revenue(1)
4,153
—
—
Intersegment
 
(2,387)
 
(1,647)
 
(1,555)
Consolidated net sales
$
1,159,060    $
1,136,702
$
1,105,599
Operating income:
 
  
 
  
 
  
Protein Sciences
$
354,775    $
373,684
$
377,623
Diagnostics and Genomics
 
24,546
 
43,037
 
48,977
Segment operating income
 
379,321
 
416,721
 
426,600
Costs recognized on sale of acquired inventory
 
(729)
 
(400)
 
(1,596)
Amortization of intangibles
 
(78,318)
 
(76,413)
 
(73,054)
Impact of partially-owned consolidated subsidiaries(2)
 
—
 
647
 
(2,393)
Acquisition related expenses and other
 
(6,980)
 
9,965
 
19,070
Certain Litigation Charges
(3,506)
—
—
Impairment of assets held-for-sale
(21,963)
—
—
Eminence impairment
—
—
(18,715)
Stock based compensation, inclusive of employer taxes
 
(40,277)
 
(41,217)
 
(46,401)
Restructuring and restructuring-related costs
 
(12,245)
 
(3,829)
 
(1,640)
Corporate general, selling, and administrative expenses
 
(9,142)
 
(6,530)
 
(5,281)
Impact of business held-for-sale(1)
525
—
—
Consolidated operating income
$
206,686    $
298,944
$
296,590
(1)
Since December 31, 2023, the Company has a business that has met the held-for-sale criteria. For the year ended June 30, 2024,
includes the six-month results of this business held-for-sale for the period starting December 31, 2023 through June 30, 2024
while the business has met the held-for-sale criteria.
(2)
Includes the annual 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.

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86
The Company has some integrated facilities that serve both segments. As such, asset and capital expenditure information by operating
segment has not been provided and is not available, since the Company does not produce or utilize such information internally. In addition,
although depreciation and amortization expense is a component of each operating  segment’s operating results, it is not discretely
identifiable.
The Company has disclosed sales by geographic area based on the location of the customer or distributor in Note 2. The Company has
disclosed dis-aggregated product and service revenue by consumables, instruments, and services in Note 2. The Company considers total
instrument and total service revenue to represent similar groups of products in the fiscal years presented. The Company considers our
consumables sold in the Protein Sciences and Diagnostics and Genomics segments to represent different groups of products and therefore
have separately disclosed the related consumables revenue (in thousands):
Year Ended June 30, 
    
2024
    
2023
    
2022
Consumables revenue - Protein Sciences
$
657,679
$
665,301
$
646,952
Consumables revenue - Diagnostics and Genomics
 
266,348
 
252,432
 
243,922
Consumables revenue - Other revenue(1)
4,153
—
—
Total consumable revenue
$
928,180
$
917,733
$
890,874
(1)Includes the results of a business that has met the held-for-sale criteria since December 31, 2023.
The following is financial information relating to geographic areas (in thousands):
Year ended June 30, 
    
2024
      
2023
Long-lived assets:
United States and Canada
$
211,597
  $
203,657
Europe
     
27,862
 
19,263
Asia
 
11,695
 
3,280
Total long-lived assets
$
251,154
  $
226,200
Intangible assets:
 
  
 
  
United States and Canada
$
443,740
  $
529,652
Europe
 
63,138
 
4,553
Asia
 
203
 
440
Total intangible assets
$
507,081
  $
534,645
Long-lived assets are comprised of land, buildings and improvements and equipment, net of accumulated depreciation.
Note 14. Subsequent Events:
On July 23, 2024, the Company invested $15 million in Spear Bio, an innovative leader in the development and manufacture of ultra-
sensitive immunoassays capable of measuring protein biomarkers at attomolar level from sub-microliter sample volume.

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87
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors
Bio-Techne Corporation:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Bio-Techne Corporation and subsidiaries (the Company) as of
June 30, 2024 and June 30, 2023, the related consolidated statements of earnings and comprehensive income, shareholders’ equity, and cash
flows for each of the years in the three-year period ended June 30, 2024, and the related notes (collectively, the consolidated financial
statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the
Company as of June 30, 2024 and June 30, 2023, and the results of its operations and its cash flows for each of the years in the three-year
period ended June 30, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
Company’s internal control over financial reporting as of June 30, 2024, based on criteria established in Internal Control – Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated
August 22, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to
be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or
fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial
statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that
was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material
to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication
of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not,
by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures
to which it relates.
Fair value measurement of the developed technology intangible asset acquired in the Lunaphore acquisition
As discussed in Note 4 to the consolidated financial statements, the Company acquired Lunaphore Technologies, SA. in July 2023, for total
consideration of $169.7 million. As a result of the acquisition, the Company recognized intangible assets of $66.4 million, including
developed technology of $60.3 million.

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We identified the assessment of the fair value measurement of the acquired developed technology as a critical audit matter. There was a
high degree of subjectivity in applying and evaluating certain key assumptions used to estimate the fair value of the acquired developed
technology. Specifically, the revenue growth rates and the discount rate were challenging to test as they represented subjective
determinations of future market and economic conditions. Changes to those assumptions could have had a significant effect on the
determination of the fair value measurement.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the
operating effectiveness of certain internal controls related to the Company’s acquisition-date valuation process, including controls related to
the development of the revenue growth rates and discount rate. We performed sensitivity analyses over the revenue growth rates to assess
the impact of changes in those assumptions on the Company’s determination of the fair value of the developed technology. We evaluated
the reasonableness of the Company’s forecasted revenue growth rates used to determine forecasted revenues by comparing them to
historical results and industry related third-party data. In addition, we involved valuation professionals with specialized skills and
knowledge, who assisted in:
●
evaluating the discount rate used by the Company by comparing it against a discount rate range that was independently developed
using publicly available market data for comparable entities
●
testing the estimate of the fair value of the developed technology using the Company’s cash flow forecasts and discount rates and
comparing the results to the Company’s fair value estimates.
/s/ KPMG LLP
We have served as the Company’s auditor since 2002.
Minneapolis, Minnesota
August 22, 2024

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89
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors
Bio-Techne Corporation:
Opinion on Internal Control Over Financial Reporting
We have audited Bio-Techne Corporation and subsidiaries' (the Company) internal control over financial reporting as of June 30, 2024,
based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of June 30, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
consolidated balance sheets of the Company as of June 30, 2024 and June 30, 2023, the related consolidated statements of earnings and
comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended June 30, 2024, and the
related notes (collectively, the consolidated financial statements), and our report dated August 22, 2024 expressed an unqualified opinion
on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control
Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on
our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our
audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing
the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that
our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations
of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Minneapolis, Minnesota
August 22, 2024

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90
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), management, with the participation of our
Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this report, the effectiveness of
our disclosure controls and procedures as defined in Exchange Act Rule  13a-15(e). The evaluation was based upon reports and
certifications provided by a number of executives. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that, as of June 30, 2024, our disclosure controls and procedures were effective.
(b) Management’s Annual Report on Internal Control Over Financial Reporting
The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial reporting also includes those policies and procedures that:
(i)
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company;
(ii) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and
(iii) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a
reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or
detected on a timely basis.
Under the supervision of the Audit Committee of the Board of Directors and with the participation of our management, including our
Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over
financial reporting using the criteria established in Internal Control  - Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment and those criteria, our Chief Executive
Officer and Chief Financial Officer concluded that our internal control over financial reporting was effective as of June 30, 2024.
The attestation report on our internal control over financial reporting issued by KPMG LLP appears in Item 8 of this report.
(c) Changes in Internal Control Over Financial Reporting
As previously announced, we acquired Lunaphore Technologies SA on July 7, 2023. We have not fully evaluated any changes in
internal control over financial reporting associated with this acquisition and therefore any material changes

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that may result from the acquisition have not been disclosed in this report. We intend to disclose all material changes resulting from this
acquisition within the time of our first annual assessment of internal control over financial reporting that is required to include this
entity.  
There were no other changes in the Company’s internal control over financial reporting during fiscal year 2024 that have materially
affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
During the three months ended June 30, 2024, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading
arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in item 408(a) of Regulation S-K.

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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Other than "Executive Officers of the Registrant" which is set forth at the end of Item 1 in Part I of this report, the information required by
Item  10 is incorporated herein by reference to the sections entitled "Election of Directors," "Principle Shareholders" and  "Additional
Corporate Governance Matters" in the Company’s Proxy Statement for its 2024 Annual Meeting of Shareholders which will be filed with
the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the close of the fiscal year for which this report
is filed.
The Company has an insider trading policy which governs the purchase, sale, and/or other dispositions of our securities or securities of
certain other publicly traded companies by directors, officers, employees, and other covered persons and is designed to promote
compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. A copy of our Insider Trading
Policy is filed as Exhibit 19 to this Annual Report on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated herein by reference to the sections entitled "Election of Directors" and "Executive
Compensation" in the Company’s Proxy Statement for its 2024 Annual Meeting of Shareholders which will be filed with the Securities and
Exchange Commission pursuant to Regulation 14A within 120 days after the close of the fiscal year for which this report is filed.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
SHAREHOLDER MATTERS
The  information required by Item  12 is incorporated by reference to the sections entitled "Principal Shareholders" and "Management
Shareholdings" in the Company’s Proxy Statement for its 2024 Annual Meeting of Shareholders which will be filed with the Securities and
Exchange Commission pursuant to Regulation 14A within 120 days after the close of the fiscal year for which this report is filed.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by Item 13 is incorporated by reference to the sections entitled "Election of Directors" and "Additional Corporate
Governance Matters" in the Company’s Proxy Statement for its 2024 Annual Meeting of Shareholders which will be filed with the
Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the close of the fiscal year for which this report is
filed.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by Item 14 is incorporated herein by reference to the section entitled "Audit Matters" in the Company’s Proxy
Statement for its 2024 Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission pursuant to
Regulation 14A within 120 days after the close of the fiscal year for which this report is filed.

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93
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
A. (1) List of Financial Statements.
The following Consolidated Financial Statements are filed as part of this Annual Report on Form 10-K:
Consolidated Statements of Earnings and Comprehensive Income for the Years Ended June 30, 2024, 2023, and 2022
Consolidated Balance Sheets as of June 30, 2024 and 2023
Consolidated Statements of Shareholders’ Equity for the Years Ended June 30, 2024, 2023, and 2022
Consolidated Statements of Cash Flows for the Years Ended June 30, 2024, 2023, and 2022
Notes to Consolidated Financial Statements for the Years Ended June 30, 2024, 2023, and 2022
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 185)
A. (2) Financial Statement Schedules.
All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the
Consolidated Financial Statements or Notes thereto.

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94
A. (3) Exhibits.
EXHIBIT INDEX
for Form 10-K for the 2024 Fiscal Year
Exhibit
Number  
     Description
3.1
Amended and Restated Articles of Incorporation of the Company—incorporated by reference to Exhibit 3.1 of the
Company’s 8-K dated November 1, 2022*
 
 
3.2
Fourth Amended and Restated Bylaws of the Company--incorporated by reference to Exhibit  3.1  of the Company’s
Form 8-K dated April 27, 2022*
 
 
4.1
Description of Capital Stock – attached as Exhibit 4.1 hereto 
 
 
10.1**
Management Incentive Plan--incorporated by reference to Exhibit 10.13 of the Company’s Form 10-K for the year ended
June 30, 2013*
 
 
10.2**
Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.1 of the Company’s
Form 8-K dated October 26, 2017*
 
 
10.3**
Form of Time Vesting Restricted Stock Award Agreement for Second Amended and Restated 2010 Equity Incentive Plan-
-incorporated by reference to Exhibit 10.3 of the Company's Form 10-K dated August 25, 2021*
 
 
10.4**
Form of Performance Vesting Restricted Stock Award Agreement for Second Amended and Restated 2010 Equity
Incentive Plan--incorporated by reference to Exhibit 10.4 of the Company's Form 10-K dated August 25, 2021*
 
 
10.5**
Form of Time Vesting Restricted Stock Unit Award Agreement for Second Amended and Restated 2010 Equity Incentive
Plan--incorporated by reference to Exhibit 10.5 of the Company's Form 10-K dated August 25, 2021*
 
 
10.6**
Form of Performance Vesting Restricted Stock Unit Award Agreement for Seconded Amended and Restated 2010 Equity
Incentive Plan--incorporated by reference to Exhibit 10.6 of the Company's Form 10-K dated August 25, 2021*
 
 
10.7**
Form of the Time Vesting Performance Unit Award Agreement for Second Amended and Restated 2010 Equity Incentive
Plan--incorporated by reference to Exhibit 10.7 of the Company's Form 10-K dated August 25, 2021*
 
 
10.8**
Form of Performance Vesting Performance Unit Award Agreement for Second Amended and Restated 2010 Equity
Incentive Plan--incorporated by reference to Exhibit 10.8 of the Company's Form 10-K dated August 25, 2021*
10.9**
Form of Time Vesting Incentive Stock Option Agreement for Second Amended and Restated 2010 Equity Incentive Plan--
incorporated by reference to Exhibit 10.9 of the Company's Form 10-K dated August 25, 2021*
 
 
10.10**
Form of Performance Vesting Incentive Stock Option Agreement for Second Amended and Restated 2010 Equity
Incentive Plan--incorporated by reference to Exhibit 10.10 of the Company's Form 10-K dated August 25, 2021*
 
 

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95
10.11**
Form of Employee Non-Qualified Stock Option Agreement for Second Amended and Restated 2010 Equity Incentive
Plan--incorporated by reference to Exhibit 10.11 of the Company's Form 10-K dated August 25, 2021*
 
 
10.12**
Form of Director Non-Qualified Stock Option Agreement for Second Amended and Restated 2010 Equity Incentive Plan--
incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K dated October 26, 2017*
 
 
10.13**
Employment Agreement by and between the Company and Charles Kummeth--incorporated by reference to Exhibit 10.11
of the Company’s Form 10-K dated September 7, 2017*
10.14**
Form of Executive Employment Agreement by and between the Company and Executive Officers of the Company other
than the CEO--incorporated by reference to Exhibit 10.12 of the Company’s Form 10-K dated September 7, 2017*
 
 
10.15**
Form of Amendment No. 1 to Executive Employment Agreement – incorporated by reference to Exhibit 10.15 of the
Company’s Form 10-Q dated May 11, 2020*  
 
 
10.16
Amended and Restated Credit Agreement by and among the Company, the Guarantors party thereto, the Lenders party
thereto, and BMO Harris Bank N.A., as Administrative Agent, dated August 31, 2022 -incorporated by reference to
Exhibit 10.1 of the Company’s Form 8-K dated September 7, 2022*
 
 
10.17**
Form of Indemnification Agreement entered into with each director and executive officer of the Company--incorporated
by reference to Exhibit 10.1 of the Company’s Form 10-Q dated February 8, 2018*
10.18**
Bio-Techne 2020 Equity Incentive Plan – incorporated by reference to Exhibit 10.1 of the Company’s Form 8-k dated
November 3, 2020*
10.20
Form of Director Non-Qualified Stock Option Agreement – incorporated by reference to Exhibit 10.2 of the Company’s
Form 8-k dated November 3, 2020*
10.21**
Form of Employee Non-Qualified Stock Option Agreement (Global) – incorporated by reference to Exhibit 10.3 of the
Company’s Form 8-k dated November 3, 2020*
10.22**
Form of Performance Vesting Cash Unit Agreement– incorporated by reference to Exhibit 10.4 of the Company’s Form 8-
k dated November 3, 2020*
10.23**
Form of Performance Vesting Incentive Stock Option Agreement– incorporated by reference to Exhibit 10.5 of the
Company’s Form 8-k dated November 3, 2020*
10.24**
Form of Performance Vesting Restricted Stock Agreement– incorporated by reference to Exhibit 10.6 of the Company’s
Form 8-k dated November 3, 2020*
10.25**
Form of Performance Vesting Restricted Stock Unit Agreement– incorporated by reference to Exhibit 10.7 of the
Company’s Form 8-k dated November 3, 2020*
10.26**
Form of Time Vesting Incentive Stock Option Agreement– incorporated by reference to Exhibit 10.8 of the Company’s
Form 8-k dated November 3, 2020*
10.27**
Form of Time Vesting Cash Unit Agreement– incorporated by reference to Exhibit 10.9 of the Company’s Form 8-k dated
November 3, 2020*

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96
10.28**
Form of Time Vesting Restricted Stock Agreement– incorporated by reference to Exhibit 10.10 of the Company’s Form 8-
k dated November 3, 2020*
10.29**
10.30**
Form of Time Vesting Restricted Stock Unit Agreement (Global) – incorporated by reference to Exhibit 10.11 of the
Company’s Form 8-k dated November 3, 2020*
Form of Executive Employment Agreement by and between the Company and Kim Kelderman – incorporated by
reference to Exhibit 10.1 of the Company’s Form 8-K dated October 19, 2023*
19
Bio-Techne’s Insider Trading Policy
21
     Subsidiaries of the Company
23
Consent of KPMG LLP, Independent Registered Public Accounting Firm
 
 
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
32.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
97
Bio-Techne’s Policy on Recoupment of Certain Executive Incentive Compensation
101
The following financial statements from the Company’s Annual Report on Form 10-K for the fiscal year ended June 30,
2024, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Statements of Earnings
and Comprehensive Income, (ii)  the Consolidated Balance Sheets, (iii)  the Consolidated Statements of Shareholders’
Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to the Consolidated Financial Statements.
 
 
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*
Incorporated by reference; SEC File No. 000-17272
**
Management contract or compensatory plan or arrangement
Exhibits for Form 10-K have not been included in this report. Exhibits have been filed with the Securities and Exchange Commission.
Upon request to the Investor Relations Department, Bio-Techne Corporation will furnish, without charge, any such exhibits as well as
copies of periodic reports filed with the Securities and Exchange Commission
ITEM 16. FORM 10-K SUMMARY
None.

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97
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to
be signed on its behalf by the undersigned, thereunto duly authorized.
 
BIO-TECHNE CORPORATION
 
 
 
Date: August 22, 2024
/s/ Kim Kelderman
 
 
By: Kim Kelderman
Its: President and CEO
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Date    
Signature and Title
 
 
August 22, 2024
/s/ Robert V. Baumgartner
 
Robert V. Baumgartner
 
Chairman of the Board and Director
 
 
August 22, 2024
/s/ Julie Bushman
 
Julie Bushman, Director
 
 
August 22, 2024
/s/ Rupert Vessey
 
Dr. Rupert Vessey, Director
 
 
August 22, 2024
/s/ Joseph Keegan, Ph.D.
 
Dr. Joseph Keegan, Director
 
 
August 22, 2024
/s/ John L. Higgins
 
John L. Higgins, Director
 
 
August 22, 2024
/s/ Roeland Nusse, Ph.D.
 
Dr. Roeland Nusse, Director
 
 
August 22, 2024
/s/ Alpna Seth, Ph.D.
 
Dr. Alpna Seth, Director
 
 
August 22, 2024
/s/ Randolph C. Steer, Ph.D., M.D.
August 22, 2024
Dr. Randolph C. Steer, Director
/s/ Judith Klimovsky, M.D.
Dr. Judith Klimovsky, Director
August 22, 2024
/s/ Kim Kelderman
 
Kim Kelderman, Director and Chief Executive Officer (principal
executive officer)
 
 
August 22, 2024
/s/ James Hippel
 
James Hippel, Chief Financial Officer
 
(principal financial officer and principal accounting officer)

Exhibit 4.1
 
DESCRIPTION OF COMMON STOCK
The following summary of the common stock, par value $0.01 per share (the “Common Stock”), of Bio-Techne Corporation (the
“Company,” “we,” or “our”) is based on and qualified by our Amended and Restated Articles of Incorporation (the “Articles”) and our
Fourth Amended and Restated Bylaws (the “Bylaws”). For a complete description of the terms and provisions of our Common Stock,
refer to the full text of the Articles of Incorporation and Bylaws, both of which are exhibits to our Annual Report on Form 10-K to
which this description is also an exhibit, and the Minnesota Business Corporation Act (“MBCA”), which is available at
https://www.revisor.mn.gov/statutes/cite/302A.
 
Authorized Shares
 
The Company is authorized to issue up to 405,000,000 shares, which consists of 5,000,000 undesignated shares and 400,000,000
shares of Common Stock. As of June 30, 2024, the Company had 158,216,258 shares of Common Stock issued and outstanding.
 
The Common Stock is the only outstanding class of stock of the Company. The Board of Directors of the Company (the “Board”) is
authorized to establish one or more classes or series of shares from the undesignated shares and to fix the relative rights and
preferences of each such class or series, but the Board has not designated any class or series of shares from the undesignated shares.
 
Dividend Rights
 
Subject to the rights of holders of any preferred stock outstanding, holders of Common Stock are entitled to receive dividends when,
as, and if declared by the Board out of net earnings or net assets of the Company that are legally available for the declaration of
dividends.
 
Voting Rights
 
All voting rights are vested in the holders of shares of Common Stock. Each holder of Common Stock is entitled to one vote per share,
and voting rights are noncumulative. Subject to the rights of the holders of any preferred stock outstanding and except as specifically
required otherwise under the MBCA all matters submitted to Company shareholders are decided by a majority vote of the shares
entitled to vote and represented at the meeting at which there is a quorum, except for election of directors, which is decided by a
majority of votes cast in uncontested elections and by a plurality vote in contested elections.
 
Liquidation and Dissolution Rights
 
Pursuant to applicable law, in the event of the Company’s dissolution, the holders of Common Stock will be entitled to share pro rata
in any of the Company’s assets available for distribution after making adequate provision for the discharge of debts, obligations, and
liabilities of the Company and after the holders of any series of outstanding preferred stock have received any liquidation preferences.
 
Other Shareholder and Board Rights
 
Holders of shares of Common Stock are not entitled to preemptive rights. The Board may issue rights to subscribe for, purchase,
exchange securities for, or convert securities into, shares of the Company or any class or series, and to fix the terms, provisions and
conditions of such rights, including the exchange or conversion basis or the price at which such shares may be purchased or subscribed
for. The Board may effectuate share dividends or splits by issuance of shares of one class or series to holders of that class or series or
to holders of another class or series.

Nominations Procedures
Shareholders can nominate candidates for election to the Board. However, a shareholder must follow the advance notice procedures
provided in Section 2.10 of the Bylaws. In general, for an annual meeting, a shareholder must submit a written notice of such
nomination to the Company’s corporate secretary at least 60 days but not more than 90 days prior to the anniversary of the prior year’s
annual meeting. The written notice must contain the consent of the nominee(s) to serve as director and provide certain information
about the proposed nominee(s) and the shareholder proposing the nomination, as required by Section 2.10 of the Bylaws.
 
Proposal Procedures
 
Shareholders may propose that business (other than nominations to the Board) be considered at a meeting of shareholders only if a
shareholder follows the advance notice procedures provided in Section 2.10 of the Bylaws. In general, for an annual meeting, a
shareholder must submit a written notice of the proposed business to the Company’s corporate secretary at least 60 days but not more
than 90 days prior to the anniversary of the prior year’s annual meeting. The written notice must provide certain information about the
proposed business and the shareholder proposing the business, as required by Section 2.10 of the Bylaws.
 
Limitations on Change of Control
 
Certain provisions of the Articles, the Bylaws, and the MBCA may discourage, delay, or prevent a merger, acquisition, or other change
of control, including through a change to the members of the Company’s management. These provisions include:
●
Advance notice requirements for shareholder proposals and nominations (Section 2.10 of the Bylaws);
●
The ability of the Board to amend the Bylaws (Section 9.1 of the Bylaws);
●
The ability of the Board to issue purchase rights and additional Common Stock and to designate the terms of and issue new
series of preferred stock without shareholder approval (Article 3 of the Articles);
●
Limitations, pursuant to Section 302A.671 of the MBCA, with respect to the voting of shares acquired in a “control share
acquisition”;
●
The prohibition, pursuant to Section 302A.673 of the MBCA, of business combination transactions involving an “interested
shareholder” and the Company for a period of four years after such individual or entity becomes an interest shareholder,
unless a proscribed approval is obtained; and
●
The limitation, pursuant to Section 302A.675 of the MBCA, on purchasing additional shares of Common Stock by a party
who has made a takeover offer for the Company unless holders of Common Stock are able to sell shares on substantially
equivalent terms to the prior takeover offer, unless a proscribed approval is obtained.

Amendment of Articles of Incorporation and Bylaws
The holders of a majority of the outstanding shares of Common Stock have the power to amend the Articles of Incorporation. The
Board may amend, adopt, or repeal the Bylaws, subject to the limitations see forth in our Bylaws and the MBCA. The holders of a
majority of the outstanding shares of Common Stock also have the power to alter or amend, make or adopt, or repeal the Bylaws. 
 
Transfer Agent and Registrar
 
American Stock Transfer & Trust Company is the transfer agent and registrar for the Company’s Common Stock.
 
Listing of Common Stock
 
The Company’s Common Stock is listed on NASDAQ under the symbol “TECH.”

Exhibit 19
Bio-Techne Insider Trading Policy
Effective February 1, 2023
Purpose and Scope
Purpose of the Policy
 Insider Trading Policy (this “Policy”) describes the standards of Bio-Techne Corporation and its affiliated companies 
(together, the “Company”) on trading of Company securities or securities of certain other publicly traded companies while in the 
possession of confidential information. It also addresses additional trading restrictions on all executive officers and members of the 
Company’s board of directors (collectively referred to as “Section 16s”). 
Persons Subject to the Policy
This Policy applies to all Section 16s and all other employees of the Company and its subsidiaries. The Company may also
determine that other persons should be subject to this Policy, such as contractors or consultants who have access to material Company
information. This Policy also applies to family members, other members of a person’s household and entities controlled by a person
covered by this Policy, as described below.
Transactions Subject to the Policy
This Policy applies to transactions in Company Securities (collectively referred to in this Policy as “Company Securities”),
including the Company’s common stock, options to purchase common stock, or any other type of securities that the Company may
issue, including (but not limited to) preferred stock, convertible debentures and warrants, as well as derivative securities that are not
issued by the Company, such as exchange-traded put or call options or swaps relating to Company Securities. Certain limited
exceptions are described below.
The Policy
No Improper Insider Trading
Section 16s and certain other employees of the Company who may have Material Nonpublic Information from time to time,
entities controlled by such persons and members of their immediate family or household are considered insiders under this Policy
(“Insiders”). In certain circumstances, Insiders can also include certain consultants or contractors who might have access to Material
Nonpublic Information.
Insiders shall not purchase or sell Company Securities, or offer to do so, during any time that he or she possesses Material
Nonpublic Information (defined below) concerning the Company, and for one business day following public disclosure of that
information, or at such time as such nonpublic information is no longer material. If, for example, the Company were to make an
announcement on a Monday before opening of the trading market, Insiders should not trade in Company Securities until Tuesday.
No “Tipping” Others
Nonpublic information relating to the Company is the property of the Company, and the unauthorized disclosure of such
information for any reason – whether or not related to trading in Company Securities – is barred by obligations of confidentiality to
the Company.
Beyond confidentiality obligations to the Company, federal securities laws specifically bar insiders from disclosing
(“tipping”) Material Nonpublic Information to any other person (including family members) where such information may be used to
trade in Company Securities. Insiders also shall not make recommendations or express opinions on the basis of Material Nonpublic
Information as to trading in Company Securities.
Liability for tipping Material Nonpublic Information to another person who trades in Company Securities can be as severe as
liability for directly trading in Company Securities. Moreover, any disclosure of Material Nonpublic Information that results in a third
party engaging in a transaction in Company Securities, when viewed in

hindsight, will appear to be tipping, so Insiders should be extremely cautious with disclosure of Company information.
The same rules regarding tipping Material Nonpublic Information apply to information regarding other publicly traded
companies.
Potential Criminal and Civil Liability and/or Company Disciplinary Action
Insiders may be subject to financial penalties and jail time for engaging in transactions in Company Securities at a time when
they have knowledge of Material Nonpublic Information regarding the Company. Insiders may also be liable for improper transactions
by any person (commonly referred to as a “tippee”) to whom they have disclosed nonpublic information regarding the Company or to
whom they have made recommendations or expressed opinions on the basis of such information as to trading in Company Securities.
The Securities and Exchange Commission (“SEC”), the stock exchanges and the National Association of Securities Dealers, Inc. use
sophisticated electronic surveillance techniques to uncover insider trading.
Section 16s and employees of the Company who violate this Policy shall also be subject to disciplinary action by the
Company, which may include ineligibility for future participation in the Company’s equity incentive plans or termination of
employment.
Blackout Periods
To ensure compliance with this Policy and applicable federal and state securities laws, the Company has established a
quarterly Blackout Period. Section 16s and certain employees who have been designated by the Company because they have ongoing
access to the Company’s internal financial statements or other Material Nonpublic Information, members of the immediate family or
household of any such person, and any entities controlled by such person (the “Designated Insiders”) may not trade in Company
Securities during a Blackout Period.
The Blackout Period in any fiscal quarter typically commences on or about the tenth calendar day of the third fiscal month of
the fiscal quarter and ends one full trading day following the public disclosure of the financial results for that fiscal quarter, which
typically occurs with release of earnings information through a press release and/or filing with the U.S. government. However, the
Compliance Officer may choose to impose a trading restriction at an earlier or later date if the situation is warranted. Designated
Insiders may not trade Company Securities during the Blackout Period and may trade Company Securities outside the Blackout Period
only if they do not possess Material Nonpublic Information.
In addition to quarterly Blackout Periods, the Company may determine that an event has occurred which causes any Insider
to possess Material Nonpublic Information about the Company (such as a pending major acquisition). The existence of an event-
specific blackout will not be announced, although those who are aware of the event giving rise to the blackout may be notified. Even if
the Company has not declared an event-specific blackout, no one should trade while aware of Material Nonpublic Information.
Individual Responsibility
Section 16s and employees have the individual responsibility to comply with this Policy against insider trading, regardless of
whether the Company has recommended a trading window to that Insider or any other Insiders of the Company. Each person must
exercise appropriate judgment in connection with any trade in Company Securities.
This Policy applies to immediate family members and household members of executive officers, board of director members
and employees. “Immediate family member” includes a spouse or a minor child, and any other family members whose transactions in
Company Securities are directed by the executive officer, director or employee or are subject to that person’s influence or control, such
as adult children or parents who consult with the executive officer, director or employee before they trade in Company Securities.
Immediate family members and household members should be made aware of this Policy and its restrictions. This Policy does not,
however, apply to

personal securities transactions of family members or household members where the purchase or sale decision is made by a third party
not controlled by, influenced by or related to an executive officer, director or employee or his or her immediate family members or
household members.
An Insider may, from time to time, have to forego a proposed transaction in Company Securities even if he or she planned to
make the transaction before learning of the Material Nonpublic Information and even though the Insider believes he or she may suffer
an economic loss or forego anticipated profit by waiting. Transactions that may be necessary or justifiable for independent reasons
(such as the need to raise money for an emergency expenditure) are no exception. Even the appearance of an improper transaction
must be avoided to preserve our reputation for adhering to the highest standards of conduct and to avoid an inquiry regarding civil and
criminal liability for trading on inside information.
Applicability to Insider Information from Other Companies
This Policy also applies to Material Nonpublic Information relating to other companies, including the Company’s customers,
vendors, suppliers or potential acquisition targets (“Business Partners”), when that information is obtained in the course of
employment with, or other services performed on behalf of, the Company. Civil and criminal penalties and termination of employment
may result from trading on inside information regarding the Company’s Business Partners. All Section 16s and employees must treat
Material Nonpublic Information about the Company’s Business Partners with the same care required with respect to information
related directly to the Company.
Definition of Material Nonpublic Information
It is not possible to define all categories of Material Nonpublic Information. However, information should be regarded as
material if there is a reasonable likelihood that it would be considered important to an investor in making an investment decision
regarding the purchase or sale of Company Securities. Any information that could be expected to affect the Company’s stock price,
whether it is positive or negative, should be considered material.
While it may be difficult under this standard to determine whether particular information is material, there are various
categories of information that are particularly sensitive and, as a general rule, should always be considered material. Examples of such
information may include:
• Sales results and trends
• Financial results
• Projections of future earnings or losses
• News of a pending or proposed material merger, acquisition or divestiture
• News of the disposition of a material subsidiary
• Gain or loss of a substantial customer or supplier
• New product announcements of a significant nature
• A pending or proposed joint venture
• Significant product defect, recall or modification
• Significant pricing changes
• Stock splits
• New equity or debt offerings
• Developments regarding significant litigation or government agency investigations, including actual or threatened
proceedings

• Cybersecurity risks and incidents, including vulnerabilities and breaches
• Changes in executive officers or members of the board of directors
• Changes to dividend or stock repurchase policies
Nonpublic information is information that has not been previously disclosed to the general public and is otherwise not
available to the general public. Generally, material information regarding the Company is made public through the Company's filings
with the SEC that are made available on the SEC’s website, through press releases or newswire services, or through widely-available
news sources, such as television, radio, newspaper, or news websites. By contrast, information would likely not be considered to be
publicly available if it is available only to the Company’s employees, or if it is only available to a select group of analysts, brokers and
institutional investors.
Certain Exceptions
Stock Option Exercises. This Policy does not apply to the exercise of an employee stock option acquired pursuant to the
Company’s plans, or to a net exercise or tax withholding right pursuant to which a person has elected to have the Company withhold
shares subject to an option to satisfy the exercise price for the option or tax withholding requirements. This Policy does apply,
however, to any sale of stock as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of
generating the cash needed to pay the exercise price of an option.
Restricted Stock and Restricted Stock Unit Awards. This Policy does not apply to the vesting or lapse of risk of forfeiture of
restricted stock or restricted stock units, or the exercise of a tax withholding right pursuant to which a person has elected to have the
Company withhold shares of stock to satisfy tax withholding requirements upon such events. The Policy, including, as applicable,
blackout period and pre-clearance notification provisions, do apply to any market sale of restricted stock.
Employee Stock Purchase Plan. This Policy does not apply to purchases of Company Securities in any employee stock
purchase plan adopted by the Company resulting from a person’s periodic contribution of money to the plan pursuant to an election
made at the time of enrollment in the plan. However, this Policy applies to a person’s election to participate in the plan initially, any
subsequent modifications to increase or decrease the percentage of contributions made, and the termination of contributions for any
enrollment period. It also applies to sales of stock purchased pursuant to the plan.
Other Similar Transactions. Purchases of Company Securities from the Company or sales of Company Securities to the
Company are not subject to this Policy.
Rule 10b5-1 Plans. This Policy does not apply to transactions executed pursuant to a contract, instruction or plan that satisfies
Rule 10b5-1(c) of the Exchange Act, so long as the underlying contract, instruction or plan itself complies with applicable law and
regulations as well as any other requirements established by the Company from time to time. See below for more details.
Administration of the Policy
The Company's General Counsel will serve as Compliance Officer for administration of this Policy. In the absence of the
General Counsel (or if the General Counsel desires to engage in a transaction in Company Securities), the Chief Financial Officer will
be responsible for administration of this Policy. The General Counsel and the Chief Financial Officer may delegate their
responsibilities as Compliance Officer as they deem necessary or appropriate for administration of this Policy.
Any person who has a question about this Policy or its application to any proposed transaction is encouraged to obtain
additional guidance from the Compliance Officer.

All determinations and interpretations by the Compliance Officer shall be final and not subject to further review. Neither the
Compliance Officer nor the Company will be liable for any determinations made under this Policy.
Additional Discouraged and Prohibited Transactions
In order to avoid even the appearance of the use of inside information and to discourage short-term or speculative
transactions involving Company Securities, this Policy strongly discourages, and in some cases prohibits, Insiders from engaging in
any of the following activities with respect to Company Securities:
Short-Term (“Short Swing”) Trading. Pursuant to Section 16(b) of the Securities Exchange Act of 1934, officers and
members of the board of directors must hold Company Securities for at least six months after a purchase, and must refrain from
purchasing Company Securities for at least six months after a sale. All other Insiders are strongly discouraged from engaging in short
term trading of Company Securities.
Short Sales. Insiders are prohibited from engaging in short sales of Company Securities (i.e. the sale of shares that the seller
does not own).
Publicly Traded Options. Insiders are prohibited from buying and selling “puts” and “calls” or other derivative securities on
Company Securities.
Hedging Transactions. Insiders are prohibited from engaging in hedging or monetization transactions, such as through equity swaps,
collars, prepaid variable forwards and other similar mechanisms, in connection with Company Securities.
Margin Accounts and Pledging. Insiders are prohibited from holding company securities in a margin account. Pledging
Company Securities as collateral for a loan is also generally prohibited unless the individual is able to clearly demonstrate the
financial capacity to repay the loan without resort to the pledged securities. In that limited situation, the individual requesting the
exception must provide appropriate documentation to the Compliance Officer at least two weeks in advance of the proposed
transaction, and the pledging transaction must be permitted by the Compliance Officer before it may be entered into by the Insider.
Standing Orders. The Company discourages placing standing or limit orders on Company Securities (except standing or limit
orders under Rule 10b5-1 Plans adopted in accordance with the terms of this Policy), whether those standing or limit orders are placed
through our on-line equity management platform or through a brokerage service. If an Insider determines that they must use a standing
order or limit order, the order should be used only for a brief period of time and must otherwise comply with the restrictions and
procedures in this Policy. Insiders who subsequently obtain Material Nonpublic Information must terminate any open standing orders
or limit orders unless such orders have been placed through a Rule 10b5-1 Plan adopted in accordance with this Policy and legal
requirements.
Rule 10b5-1 Trading Plans
An Insider who trades in Company stock may have an affirmative defense against a claim of insider trading liability if the
trade was made under a binding contract or written plan that complies with Section 10(b) of the Exchange Act and the corresponding
Exchange Act Rule 10b5-1(c) (the “Plan”). The Plan must be entered into outside of a Blackout Period (if being adopted by a
Designated Insider) and when the person adopting it is not aware of any Material Nonpublic Information concerning the Company. In
addition, the Plan must be entered into in good faith and otherwise comply with the parameters below. Any Rule 10b5-1 Trading Plan
must be entered into, and notice provided to the Compliance Officer, at least 30 calendar days prior to the first transaction to be
effected under the plan (“Cooling Off Period”), which period is longer for Section 16s as discussed below.
In addition, Plans must comply with approved parameters established by the Company from time to time, including, at least
one of the following:

a.
Specifying the amount of securities to be purchased or sold and the price at which and the date on which the
securities are to be purchased or sold;
b.
Including a written formula or algorithm, or computer program, for determining the amount of securities to be
purchased or sold and the price at which and the date on which the securities were to be purchased or sold; or
c.
Prohibiting person adopting the Plan from exercising any subsequent influence over how, when, or whether to effect
purchases or sales, and delegating such discretion to an independent third party.
If the Plan calls for all of the specified securities to be sold in a single trade, an Insider may only have one such single-trade
Plan during any consecutive 12-month period. Persons who adopt a Plan may not deviate from it or engage in any corresponding or
hedging transaction or positions. Amendments to or terminations of the Plan are permitted, provided that (i) the amendment or
termination does not occur during a Blackout Period, (ii) at the time of such amendment or termination, the person undertaking the
amendment or termination does not have any Material Nonpublic Information regarding the Company, (iii) the first transaction under
the amended Plan does not occur until at least 30 calendar days after providing notice of the amendment to the Compliance Officer,
and (iv) if the plan is being terminated, the first transaction outside of the Plan adheres to the Cooling Off Period requirements.
Material modification of a Plan will be treated as adoption of a new Plan for purposes of the Cooling Off Period requirements.
An Insider may not have more than one Plan in effect at any given time. If an Insider has a Plan in effect, transactions outside
that Plan are discouraged.
Regulations governing structure and implementation of Plans are complex. Insiders are advised to consult with the
Compliance Officer or their own attorney prior to adopting a Plan.
Additional Plan Requirements and Restrictions for Section 16s
For Section 16s, the Cooling Off Period referred to above is the later of: (a) at least 90 calendar days prior to the first
transaction or (b) 2 business days following disclosure of financial results in periodic reports filed with the SEC, but in either case not
to exceed 120 days following Plan adoption. Section 16s must include a certification in their Plan documentation certifying that at the
time of adoption of a Plan they are not aware of Material Nonpublic Information and they are adopting the Plan in good faith and not
as part of a scheme to evade the prohibitions of the law and regulations. The Company will disclose Plans established by Section 16s,
as well as trades made under such Plans, as required by the SEC.
Additional Pre-Clearance Procedures for Section 16s
To provide assistance in preventing inadvertent violations and avoiding even the appearance of an improper transaction
(which could result, for example, where a person engages in a trade while unaware of a pending major development), Section 16s, as
well as members of their immediate family and entities controlled by them, that contemplate engaging in any transaction in Company
Securities to which this Policy applies, must notify the Compliance Officer at least two business days in advance of the proposed
transaction, stating the amount and nature of the proposed trade.
A person making a pre-clearance request must not be aware of any Material Nonpublic Information about the Company. The
person must inform the Company if he or she has effected any non-exempt “opposite-way” transactions within the past six months.
After any transaction, the person must timely inform the Company to assist with the filing of the requisite Form 4, and should also be
prepared to comply with SEC Rule 144 and file Form 144, if necessary, at the time of any sale. In order to comply with these
important legal requirements, any Section 16s seeking pre-clearance must transact in Company Securities only through a full-service
brokerage firm.
The Compliance Officer is under no obligation to permit a transaction submitted for pre-clearance and may determine not to
permit the transaction. If permission to engage in the transaction is denied, the requesting person should not initiate any transaction in
Company Securities, nor inform others of the restriction. If permitted, clearance

is good for five (5) business days unless otherwise notified. Pre-clearance is not required for purchases or sales under an approved
Plan. Insiders remain personally responsible for any transactions in Company Securities, regardless of whether they are permitted by
the Compliance Officer.
Post-Termination Transactions
This Policy continues to apply to transactions in Company Securities even after an Insider has terminated employment or
other services to the Company. If an Insider is in possession of Material Nonpublic Information when his or her service terminates, the
Insider may not trade in Company Securities until that information has become public or is no longer material.
Pre-clearance notification procedures discussed above will cease to apply to Company Securities upon the expiration of any 
Blackout Period or any other Company-imposed trading restrictions applicable at the time of the termination of service.  
Certification
Section 16s and other employees and other Company representatives may be required on a periodic basis to certify their
understanding of and intent to comply with this Policy. Designated Insiders may be required on a periodic basis to provide an
additional acknowledgement regarding the Blackout Period and, as applicable, pre-clearance notification provisions of this Policy.
Any person who has any general questions about this Policy or questions about specific transactions should contact the
Compliance Officer.

Exhibit 21
Bio-Techne Corporation, a Minnesota corporation, had the material subsidiaries below as of the date of filing its Annual Report on Form 10-K for fiscal
year ended June 30, 2024. Certain subsidiaries are not named because they were not significant individually or in the aggregate as of such date. Bio-
Techne Corporation is not a subsidiary of any other entity. 
Name
State/Country of Incorporation
Research and Diagnostic Systems Inc. (R&D Systems)
Minnesota
Bio-Techne China Co. Ltd
China
ProteinSimple
Delaware
ProteinSimple Ltd.
Canada
Novus Biologicals, LLC
Delaware
Bio-Techne Ltd.
United Kingdom
Advanced Cell Diagnostics, Inc.
California
Exosome Diagnostics, Inc. 
Delaware
Asuragen, Inc.
Delaware
Cyvek, Inc
Delaware
2

Exhibit 23
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statements (No. 333-49962, 333-170576, 333-199847, 333-207710, 333-221143, 333-
228222, and 333-249974) on Form S-8 of our reports dated August 22, 2024, with respect to the consolidated financial statements of Bio-Techne
Corporation and the effectiveness of internal control over financial reporting.
/s/ KPMG LLP
Minneapolis, Minnesota
August 22, 2024

Exhibit 31.1
CERTIFICATION
I, Kim Kelderman, certify that:
1.
I have reviewed this annual report on Form 10-K of Bio-Techne Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-
15(f)) for the registrant and have:
a.
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b.
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
c.
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to
materially affect, the registrant's internal control over financial reporting; and
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a.
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date: August 22, 2024
/s/ Kim Kelderman
Kim Kelderman
President and Chief Executive Officer

Exhibit 31.2
CERTIFICATION
I, James Hippel, certify that:
1.
I have reviewed this annual report on Form 10-K of Bio-Techne Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-
15(f)) for the registrant and have:
a.
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b.
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
c.
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to
materially affect, the registrant's internal control over financial reporting; and
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function)
a.
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date: August 22, 2024
/s/ James Hippel
James Hippel
Executive Vice President, Chief Financial Officer

Exhibit 32.1
BIO-TECHNE CORPORATION
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Bio-Techne Corporation (the “Company”) on Form 10-K for the year ended June 30, 2024 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Kim Kelderman, President and Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
 
/s/ Kim Kelderman
Kim Kelderman
President and Chief Executive Officer
 
August 22, 2024

Exhibit 32.2
BIO-TECHNE CORPORATION
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Bio-Techne Corporation (the “Company”) on Form 10-K for the year ended June 30, 2024 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, James Hippel, Executive Vice President, Chief Financial Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
 
/s/ James Hippel
James Hippel
Executive Vice President, Chief Financial Officer
 
August 22, 2024

Exhibit 97
BIO-TECHNE CORPORATION
Amended and Restated
Policy on Recoupment of Certain Executive Incentive Compensation
Description
Bio-Techne Corporation, a Minnesota corporation (the “Company”), has adopted this Amended and Restated Policy on Recoupment of Certain Executive
Incentive Compensation (the “Policy”), effective as of June 28, 2023 (the “Effective Date”), pursuant to the requirements of Nasdaq Listing Rule 5608 and
Securities Exchange Act Rule 10D-1. This policy fully replaces and supersedes the Company’s Policy on Recoupment of Certain Executive Incentive
Compensation adopted July 28, 2022. The Policy sets forth the circumstances under which the Company will recover certain incentive compensation paid
to the Executive Officers of the Company in connection with certain financial restatements.
Each Executive Officer shall be required to sign and return to the Company the Acknowledgement Form attached hereto as Exhibit A, pursuant to which
such Executive Officer will agree to be bound by the terms and comply with this Policy; provided, however, that any failure by an Executive Officer to
return a signed Acknowledgement Form does not affect the validity or enforceability of this Policy.
Definitions
(A)
“Clawback Period” means the three completed fiscal years immediately preceding the earlier of (i) the date the Company’s board of directors
concludes, or reasonably should have concluded, that such a Covered Accounting Restatement is required to be prepared or (ii) the date a
court, regulator or other legally authorized body directs the Company to prepare a Covered Accounting Restatement (such date, the
“Clawback Trigger Date”), and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within
or immediately following those three completed fiscal years.
(B)
“Committee” means the Compensation Committee of the Board of Directors of the Company.
(C)
“Covered Accounting Restatement” means an accounting restatement prepared due to the material noncompliance of the Company with any
financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously
issued financial statements that is material to the previously issued financial restatements (i.e., a “Big R” restatement), or that would result in
a material misstatement if the error were corrected in the current period or left uncorrected in the current period (i.e., a “little r” restatement).
For the avoidance of doubt, a Covered Accounting Restatement will not include changes to the Company’s financial statements that do not
represent error corrections under accounting standards applicable to the Company at the time of the accounting restatement, including as a
result of a (i) retrospective application of a change in accounting principle, (ii) retrospective revision to reportable segment information due to
a change in the structure of the Company’s internal organization, (iii) retrospective reclassification due to a discontinued operation, (iv)
retrospective application of a change in reporting entity, and (v) retrospective revision for stock splits, reverse stock splits, stock dividends or
other changes in capital structure.
(D)
“Covered Incentive-Based Compensation” means any Incentive-Based Compensation (i) received by a current or former Executive Officer
after beginning service as an Executive

Officer, provided that the current or former Executive Officer served as an Executive Officer at any time during the performance period
applicable to such Incentive-Based Compensation and (ii) received on or after the Effective Date. For purposes of this Policy, Incentive-
Based Compensation is deemed to be “received” in the fiscal year in which the financial reporting measure included in the Incentive-Based
Compensation award is attained or satisfied, regardless of whether the payment or grant occurs before or after such fiscal year, and regardless
of whether the Incentive-Based Compensation continues to be subject to a service-based vesting condition.
(E)
“Executive Officer” has the meaning assigned to it in Nasdaq Listing Rule 5608(d).
(F)
“Financial Reporting Measure” means (i) any measure determined in accordance with accounting principles used in the Company’s financial
statements, whether presented in or outside of the Company’s financial statements and whether or not included in a filing with the Securities
and Exchange Commission, (ii) any measures derived wholly or in part from such measures (including non-GAAP measures), and (iii) other
performance measures affected by accounting-related information, including stock price, total shareholder return and relative total
shareholder return.
(G)
“Incentive-Based Compensation” means any compensation that is granted, earned or vested based wholly or in part on the attainment of any
Financial Reporting Measure, which may include awards granted under the Company’s annual incentive plan as well as performance- based
restricted stock units, and which may include Incentive-Based Compensation contributed to a plan, other than a tax-qualified retirement plan.
For the avoidance of doubt, Incentive-Based Compensation shall not include equity awards that vest solely based on continued service and
were not granted based on the attainment of any financial reporting measure or any bonus compensation based on discretionary or subjective
goals or goals that are not based on any financial reporting measure.
General Rules
In the event the Company determines it is required to prepare a Covered Accounting Restatement, the Committee shall review any Covered Incentive-
Based Compensation received by a current or former Executive Officer of the Company during the Clawback Period. In the event the Committee
determines that the amount of any such Covered Incentive-Based Compensation that was received during the Clawback Period exceeds the amount that
otherwise would have been received had it been determined based on the restated results (the “Erroneously Awarded Compensation”), the amount of such
Erroneously Awarded Compensation shall be recovered on a pre-tax basis.
Recovery under this Policy with respect to an Executive Officer shall not require the finding of any misconduct by such Executive Officer or such
Executive Officer being found responsible for the accounting error leading to the Covered Accounting Restatement.
For purposes of this section, Incentive-Based Compensation is deemed to be “received” in the fiscal year in which the financial reporting measure included
in the Incentive-Based Compensation award is attained or satisfied, regardless of whether the payment or grant occurs before or after such fiscal year.
Calculation of Erroneously Awarded Compensation
In the event any applicable Covered Incentive-Based Compensation has been granted in the form of equity or equity-based awards, and such awards
remain outstanding as of the Clawback Trigger Date, the

Erroneously Awarded Compensation shall be calculated as the number of shares received in excess of the number that should have been received (or the
corresponding grant-date value of such shares). In the event that any applicable Covered Incentive-Based Compensation is in a nonqualified deferred
compensation plan, the Company shall calculate the amount contributed to the notional account based on the Erroneously Awarded Compensation and any
earnings accrued to-date on that notional amount, and that sum shall be considered “Erroneously Awarded Compensation” with respect to that plan.
For the avoidance of doubt, in the event Covered Incentive-Based Compensation is attained only partially based on the achievement of financial reporting
measures, only the portion of such compensation based on or derived from the financial reporting measures shall be subject to recovery.
In the event the Erroneously Awarded Compensation is not able to be calculated directly from information in an accounting restatement (e.g., equity
awards subject to total shareholder return (“TSR”) or stock price measures), in order to determine the amount of such Erroneously Awarded Compensation
that shall be subject to recovery, the Committee shall use a reasonable estimate of the effect of the Covered Accounting Restatement on the TSR or stock
price upon which the Covered Incentive-Based Compensation was received.
Method for Recovery
The Committee shall, in its discretion, determine the appropriate means for recovery of any Erroneously Awarded Compensation, including but not limited
to the cancellation of outstanding and future annual or long-term incentive compensation or requiring repayment by the applicable Executive Officer,
provided that the recovery occurs reasonably promptly. The Committee may consider all applicable facts and circumstances in determining the appropriate
means for recovery, including pursuing an appropriate balance of cost and speed.
Recovery shall be required in all circumstances unless the Committee determines that recovery would be impracticable and that one of the conditions set
forth in in accordance with Nasdaq Listing Rule 5608(b)(1)(iv).
Non-Exclusive; Conflicts
This Policy is in addition to any and all other rights the Company may have to pursue remedies against an employee or former employee in connection
with an accounting restatement or for misconduct or similar behavior in the course of employment by the Company, all of which are expressly retained by
the Company. Any right of recovery under this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to
the Company pursuant to the terms of the Company’s Incentive Compensation Forfeiture Policy and any similar policy in any employment agreement,
equity award agreement or similar agreement or any other legal remedies available to the Company.
The Company will not enter into any agreement that exempts any Incentive-Based Compensation from the application of this Policy or that waives the
Company’s right to recovery of any Erroneously Awarded Compensation, and this Policy shall supersede any such agreement (whether entered into before,
on or after the Effective Date).
The provisions of this Policy are intended to be applied to the fullest extent of the law. To the extent that any provision of this Policy is found to be
unenforceable or invalid under any applicable law, such provision shall be applied to the maximum extent permitted, and shall automatically be deemed
amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.

Indemnification Prohibition
The Company is not permitted to indemnify any Executive Officer against (i) the loss of any Erroneously Awarded Compensation that is repaid, returned or
recovered pursuant to the terms of this Policy, or (ii) any claims relating to the Company’s enforcement of its rights under this Policy. The Company is also
prohibited from paying or reimbursing an Executive Officer for purchasing insurance to cover any such loss. To the extent of a conflict with any agreement
with an Executive Officer that purports to provide indemnification rights to the Executive Officer that conflict with the foregoing, this Policy shall
supersede any such agreement (whether entered into before, on or after the Effective Date).
Amendment or Termination
The Committee may amend or terminate this Policy from time to time in its discretion, including as required to comply with any applicable law or
regulation. Any such amendment will be binding on employees who continue in the employment after the effective date of such amendment.
Administration
The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration
of this Policy. The Committee has full and final authority to make all determinations under this Policy, in each case to the extent permitted under applicable
rules and regulations and in compliance with (or pursuant to an exemption from the application of) Section 409A of the Code. All determinations and
decisions made by the Committee hereunder shall be final, conclusive and binding on all persons.
Any action or inaction by the Committee with respect to an Executive Officer under this Policy in no way limits the Committee’s actions or decisions not
to act with respect to any other Executive Officer under this Policy or under any similar policy, agreement or arrangement, nor shall any such action or
inaction serve as a waiver of any rights the Company may have against any Executive Officer other than as set forth in this Policy.
This Policy is intended to comply with the requirements set forth in Nasdaq Listing Rule 5608 (as such rule may be amended) and shall be construed and
interpreted in accordance with such intent.
Successors
This Policy shall be binding and enforceable against all Executive Officers and their beneficiaries, heirs, executors, administrators, and other legal
representatives.
Governing Law; Venue
The validity, enforceability, construction and interpretation of this Policy shall be governed by the laws of the State of Minnesota. Any dispute regarding
this Policy shall be exclusively decided by a state court in the State of Minnesota; provided that if such court declines to exercise jurisdiction, the dispute
shall be decided by the U.S. District Court for the District of Minnesota.

Exhibit A
Acknowledgement Form
BIO-TECHNE CORPORATION
Amended and Restated
Policy on Recoupment of Certain Executive Incentive Compensation
By signing below, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of the Bio-Techne Corporation
Amended and Restated Policy on Recoupment of Certain Executive Incentive Compensation (the “Policy”). Capitalized terms used but not otherwise
defined in this Acknowledgement Form (this “Acknowledgement Form”) shall have the meanings ascribed to such terms in the Policy.
By signing this Acknowledgement Form, the undersigned acknowledges and agrees that the undersigned is and will continue to be subject to the Policy and
that the Policy will apply both during and after the undersigned’s employment with the Company. Further, by signing below, the undersigned agrees to
abide by the terms of the Policy, including, without limitation, by returning any Erroneously Awarded Compensation to the Company to the extent required
by, and in a manner permitted by, the Policy and the Committee’s determinations thereunder.
Signature
Printed Name
Date