TECH

• Full year fiscal 2026 net sales were flat at $1.2 billion; organic revenue also flat.
• GAAP diluted EPS for Q4 was $0.35, up from $(0.11) a year ago; adjusted EPS was $0.52, down from $0.53.
• Full year GAAP diluted EPS was $1.16, up from $0.46; adjusted EPS was $1.93, up from $1.92.
• Bio-Techne announced a cash dividend in a separate press release (Exhibit 99.2).

2.02 Results of Operations and Financial Condition · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Each share of Bio-Techne common stock will be converted into the right to receive $73.00 in cash.
• The merger is subject to shareholder approval, antitrust approvals, and other customary closing conditions.
• The outside date for closing is March 25, 2027, with possible extensions to September 25, 2027.
• Termination fees include $230.455 million payable by Bio-Techne and $576.14 million payable by Merck KGaA under specified conditions.

1.01 Entry into a Material Definitive Agreement · 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• Purchase price is US$73 per share in cash, representing an enterprise value of approximately US$11.3 billion (EUR 9.9 billion), a 36% premium to Bio-Techne's one-month volume-weighted average price.
• The transaction is expected to be immediately accretive to sales growth and EBITDA pre margin post-closing, and EPS pre accretive by year 3 after closing.
• Merck KGaA expects annual cost synergies of approximately EUR 140 million, fully realized by year 3 after closing.
• Bio-Techne's board determined the transaction delivers substantial near-term cash value to shareholders; the deal is subject to customary closing conditions and Bio-Techne shareholder approval.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• GAAP EPS increased to $0.32 from $0.14; adjusted EPS decreased to $0.53 from $0.56.
• GAAP operating income rose 95% to $75.5 million; adjusted operating income fell to $106.5 million.
• Large pharma delivered sixth consecutive quarter of double-digit growth; emerging biotech spending lagged.
• Company also announced a cash dividend in a separate press release on May 6, 2026.

2.02 Results of Operations and Financial Condition · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Dr. Matt McManus will transition from his role as President of the Diagnostics and Spatial Biology Segment, effective March 1, 2026, and will remain to support a smooth transition.
• Steve Crouse, currently Senior Vice President of the Analytical Solutions Division, will become President of the Diagnostics and Spatial Biology Segment, effective March 1, 2026.
• The Board approved McManus's termination without cause on February 9, 2026, making him eligible for severance benefits.
• Crouse has over 20 years of life sciences leadership experience, including as General Manager at Thermo Fisher Scientific.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• GAAP EPS was $0.24 per diluted share, up from $0.22 in the prior year quarter.
• Adjusted EPS was $0.46 per diluted share, up from $0.42 in the prior year quarter.
• Adjusted operating margin improved to 31.1%, up 100 basis points from 30.1% in the prior year quarter.
• Protein Sciences segment net sales rose 2% to $215.1 million; Diagnostics and Spatial Biology segment net sales fell 4% to $81.2 million.

2.02 Results of Operations and Financial Condition · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• GAAP diluted EPS was $0.24, up from $0.21 in the prior year quarter; adjusted EPS was $0.42, flat year-over-year.
• Adjusted operating margin improved to 29.9%, up 90 basis points from 29.0% in the prior year quarter.
• The company completed the divestiture of its Exosome Diagnostics business, including the ExoDx Prostate test (EPI).
• Protein Sciences segment sales fell 1% to $202.2 million; Diagnostics and Spatial Biology segment sales fell 4% to $79.5 million.

2.02 Results of Operations and Financial Condition · 5.07 Submission of Matters to a Vote of Security Holders · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Full-year FY2025 net sales rose 5% to $1.2 billion; organic revenue also up 5%.
• Q4 GAAP EPS was ($0.11) vs. $0.25 a year ago; adjusted EPS was $0.53 vs. $0.49.
• Full-year GAAP EPS was $0.46 vs. $1.05; adjusted EPS was $1.92 vs. $1.77.
• Announced divestiture of Exosome Diagnostics business, including ExoDx Prostate test (EPI).

2.02 Results of Operations and Financial Condition · 8.01 Other Events · 9.01 Financial Statements and Exhibits