A maker of the proteins, antibodies, and lab instruments that scientists use to study cells and diagnose disease, Bio-Techne sells brands like R&D Systems and ProteinSimple to researchers worldwide. It began in 1976 in Minneapolis as R&D Systems, making controls to verify blood-analysis machines, and rebranded as Bio-Techne in 2014 — a name blending "bio" with the Greek word "techne," meaning art or craft. Its first product, launched in 1977, was a platelet-rich-plasma control.
10-K · Fiscal year ended Jun 30, 2026 · SEC filing ↗
Bio-Techne agreed to be acquired by Merck KGaA for $73.00 per share in cash, with closing expected by late 2026 or early 2027.
Bio-Techne's fiscal 2026 ended with a signed agreement to be acquired by Merck KGaA for $73.00 per share in cash. was flat at $1.215 billion, rose 148% to $181.9 million on the absence of prior-year charges, and fell 1% to $303.3 million as organic revenue declined 1% on unfavorable product mix and pricing. The company enters the merger period with $200 million in , $264.7 million in cash, and a roughly $1 billion Wilson Wolf payment still due between fiscal 2027 and 2028.
Key takeaways
On June 25, 2026, Bio-Techne entered into a merger agreement under which Merck KGaA's subsidiary will acquire the company for $73.00 per share in cash, with closing expected by late 2026 or early 2027.
Consolidated was flat at $1.215 billion, with 0% , a 2% favorable currency impact, and a 2% unfavorable impact from a business .
rose 148% to $181.9 million, driven by the absence of the prior year's $80.5 million and a $38.9 million , plus a recovery of assets held-for-sale.
Section summaries
Business
Bio-Techne develops and sells life science reagents, instruments, and services across two segments: Protein Sciences and Diagnostics and Spatial Biology.
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Protein Sciences, about 72% of fiscal 2026 , includes Reagent Solutions (proteins, antibodies, small molecules, cell selection) and Analytical Solutions (protein analysis instruments and immunoassays).
Diagnostics and Spatial Biology, about 28% of fiscal 2026 net revenues, includes spatial biology assays/instruments and regulated diagnostic controls, calibrators, and assays.
fell 1% to $303.3 million, and adjusted declined to 69.6% from 70.4%, with management citing unfavorable product mix and pricing pressures.
Protein Sciences rose 1% to $874.6 million but organic revenue declined 1%; Diagnostics and Spatial Biology net sales fell 3% to $336.4 million, with 4% offset by an 8% impact.
fell to $200.0 million from $346.0 million a year earlier, while cash and cash equivalents rose to $264.7 million from $162.2 million.
What changed
The Wilson Wolf payment flagged in prior filings remains unresolved: the company now expects a roughly $1 billion payment between fiscal 2027 and 2028, with $200 million in and $264.7 million in cash at year-end.
The Protein Sciences 's , which returned to 5% in FY2025, declined 1% in FY2026 on unfavorable product mix and pricing pressures, reversing the recovery that earlier filings had flagged as a key watch item.
The Diagnostics and Spatial Biology 's , which earlier filings tracked as it absorbed Lunaphore integration costs, improved in FY2026, though reported fell 3% due to the impact.
The U.S.-China tariff risk first flagged in Q3 FY2025 materialized as a stated driver of higher import costs and potential price increases, with management citing pricing pressures as a factor in the adjusted decline.
The pending Merck KGaA acquisition, announced June 25, 2026, introduces a $230.5 million termination fee and operational restrictions that were not present in any prior filing.
What to watch
Whether the Merck KGaA acquisition closes by late 2026 or early 2027 as expected, or whether the $230.5 million termination fee becomes payable.
The timing and financing structure of the approximately $1 billion Wilson Wolf payment, now due between fiscal 2027 and 2028.
Whether the Protein Sciences 's organic decline of 1% stabilizes or deepens, given the pricing and product mix pressures cited in FY2026.
The trajectory of adjusted , which fell to 69.6% in FY2026, and whether product mix pressure persists or eases.
The company sells primarily to academic researchers and pharmaceutical/biotech companies, with direct sales in North America, Europe, and China plus distributors elsewhere; no single customer exceeded 10% of either 's .
Bio-Techne introduced over 1,900 new products in fiscal 2026 and held rights to approximately 487 granted patents and 230 pending patent applications as of June 30, 2026.
On June 25, 2026, Bio-Techne agreed to be acquired by Merck KGaA, Darmstadt, Germany for $73.00 per share in cash, with closing expected by late 2026 or early 2027.
The company employed approximately 3,000 people as of June 30, 2026, with about 2,200 in the U.S. and 800 outside the U.S.
FY2026 risk factors center on the pending Merck KGaA merger, tariffs, and global economic and regulatory pressures.
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The pending $73.00-per-share cash acquisition by Merck KGaA creates operational restrictions, retention challenges, and a $230.5 million if the deal fails.
U.S. tariffs, especially those with China, have raised import costs and may force surcharges or price increases that could reduce demand and compress margins.
About 48% of fiscal 2026 sales came from outside the U.S., exposing results to currency swings, geopolitical conflicts, and weaker intellectual property protection abroad.
Healthcare cost-containment measures, including U.S. drug-price negotiation and potential lab-developed-test regulation, could reduce demand in the Protein Sciences and Diagnostics and Spatial Biology segments.
Acquisition-driven growth carries integration, , and early-stage investment risks, including the Lunaphore acquisition and Wilson Wolf stake.
The company faces heightened data-privacy and regulatory exposure, including GDPR fines up to 4% of global turnover and stricter EU IVDR compliance for diagnostics.
Bio-Techne owns five facilities and leases 14 material facilities across North America, Europe, and Asia.
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The Minneapolis headquarters/R&D Systems complex spans about 800,000 square feet, of which Bio-Techne uses roughly 710,000 square feet and leases the remainder as retail and office space.
Owned facilities include a 61,000 sq ft Saint Paul, Minnesota manufacturing site, a 16,000 sq ft Abingdon, England site, a 9,000 sq ft Toronto, Canada site, and a 53,000 sq ft Wallingford, Connecticut manufacturing facility.
The Minneapolis and Abingdon facilities serve both the Protein Sciences and Diagnostics and Spatial Biology segments, while Toronto and Wallingford serve only Protein Sciences.
The largest leased facility is ProteinSimple's 98,000 sq ft San Jose, California office/manufacturing/warehouse, followed by Novus Biologicals' 74,000 sq ft Centennial, Colorado site.
Leased facilities range from 11,000 to 98,000 square feet and are located across the U.S., Canada, China, the U.K., Ireland, France, Germany, and Switzerland.
Certain leased locations are not named because they were not significant individually or in the aggregate as of the report date.
As of August 24, 2026, 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.
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As of August 24, 2026, 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.
FY2026 sales were flat at $1.2B while GAAP net earnings rose 148% on prior-year charges; adjusted net earnings fell 1%.
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Consolidated were flat at $1.215 billion in fiscal 2026, with 0% , a 2% favorable currency impact, and a 2% unfavorable impact from a business .
Protein Sciences rose 1% to $874.6 million but organic revenue declined 1% on unfavorable product mix and pricing pressures; Diagnostics and Spatial Biology net sales fell 3% to $336.4 million, with 4% offset by an 8% impact.
increased 148% in fiscal 2026, driven by a prior-year charge, a prior-year arbitration award, and a recovery of assets ; decreased 1% to $303.3 million on unfavorable product mix and pricing.
Consolidated rose to 65.8% from 64.8%, but fell to 69.6% from 70.4% on unfavorable product mix; gross margins declined in both Protein Sciences (75.0% vs 75.6%) and Diagnostics and Spatial Biology (55.2% vs 57.3%).
SG&A expenses fell 23% to $452.4 million, mainly due to the absence of the prior year's $80.5 million and a non-recurring arbitration award; R&D expenses fell 5% to $94.8 million on the Exosome Diagnostics divestiture.
Cash and investments totaled $264.7 million at June 30, 2026, with $200.0 million drawn on the ; the company expects a roughly $1 billion Wilson Wolf payment between fiscal 2027 and 2028.
The company entered into a merger agreement on June 25, 2026 to be acquired by Merck KGaA, Darmstadt, Germany for $73.00 per share in cash, with closing expected by late 2026 or early 2027.
Quantitative and Qualitative Disclosures About Market Risk
Company faces foreign-exchange risk from ~33% of net sales in non-U.S. currencies and does not hedge with forward contracts.
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Approximately 33% of fiscal 2026 consolidated were in foreign currencies, led by the euro at 17% and Chinese yuan at 5%.
Primary market-risk exposure is to exchange-rate movements of the euro, British pound sterling, Chinese yuan, Canadian dollar, and Swiss franc versus the U.S. dollar.
The Company does not use foreign currency forward contracts to hedge forecasted intercompany sales or intercompany balance-sheet positions.
Foreign currency are recorded in Other non-operating (income) expense, net, while translation effects on foreign net assets are recorded in .
A hypothetical simultaneous 10% U.S. dollar appreciation would decrease translation of foreign subsidiary earnings by about $1.2 million and net assets by about $57.0 million, with additional transaction losses of about $4.5 million.
FY2026 net earnings rose to $181.9M from $73.4M, and the company agreed to be acquired by Merck KGaA for $73.00 per share.
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were $1,215.0M in FY2026, down slightly from $1,219.6M in FY2025, while more than doubled to $181.9M from $73.4M.
On June 25, 2026, Bio-Techne entered into a merger agreement under which Merck KGaA's subsidiary will acquire the company for $73.00 per share in cash, with closing expected by late 2026 or early 2027.
The company operates two segments: Protein Sciences (FY2026 of $874.6M) and Diagnostics and Spatial Biology (FY2026 net sales of $336.4M).
FY2025 results were weighed down by $80.5M in of assets and $41.8M in certain litigation charges, which were largely absent in FY2026.
fell to $200.0M at June 30, 2026 from $346.0M a year earlier, and cash and cash equivalents rose to $264.7M from $162.2M.
KPMG issued unqualified opinions on the consolidated financial statements and on as of June 30, 2026.