Every material Form 8-K Repligen has filed with the SEC since July 30, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Repligen closed private exchange and subscription transactions on November 6, 2026, issuing $1.0 billion of 0.25% Convertible Senior Notes due 2031. About $541.4 million of the new notes swapped out $456.8 million of its 1.00% notes due 2028, and $458.6 million was sold for cash. The filing shows the company took on new debt with a lower coupon and a conversion price about 20% above the October 29, 2026 closing price, which could mean future share dilution if holders convert.
Issued $1.0 billion of 0.25% Convertible Senior Notes due November 1, 2031, with interest paid semi-annually starting May 1, 2027
Exchanged $456.8 million of 1.00% 2028 notes for $541.4 million of new notes; $143.2 million of 2028 notes remain outstanding
Initial conversion price of about $226.37 per share, roughly 20% above the $188.64 closing price on October 29, 2026
Up to 5,301,100 shares of common stock may be issued on conversion, including make-whole additional shares
Repligen plans to issue $1.0 billion of 0.25% convertible senior notes due 2031, with about $541.4 million issued in exchange for $456.8 million of its 1.00% notes due 2028 and about $458.6 million sold for cash. The company says it will use about $120.0 million of the cash proceeds to repurchase common stock at $188.64 per share, and closing is expected on or about November 6, 2026. For shareholders, the deal refinances part of the 2028 notes and could lead to up to 5,301,100 new shares on conversion, while the related share repurchases could affect the stock price.
Exchange: about $456.8 million of 2028 notes swapped for about $541.4 million of new notes; the company receives no cash from this part.
Cash sale: about $458.6 million of new notes sold for cash, with about $120.0 million used to repurchase shares at $188.64.
Initial conversion price is about $226.37, a 20.0% premium to the October 29, 2026 last sale price; up to 5,301,100 shares could be issued on conversion.
Closing is expected on or about November 6, 2026; about $143.2 million of 2028 notes will remain outstanding.
Repligen reported third-quarter 2026 revenue of $209.3 million, up 11% from $188.8 million a year earlier, and raised its full-year 2026 revenue guidance to $844 million-$852 million. The company swung to a GAAP loss of $0.68 per diluted share, driven by a $41.2 million intangible asset impairment charge, though adjusted EPS rose to $0.53 from $0.46.
Q3 revenue $209.3 million vs. $188.8 million a year earlier, up 11% as reported and 12.5% organic
GAAP loss per diluted share $0.68 vs. EPS of $0.26, including a $41.2 million intangible asset impairment charge
Adjusted diluted EPS $0.53 vs. $0.46; FY26 revenue guidance raised to $844 million-$852 million
BioLife Solutions acquisition closed October 6, 2026; cash and marketable securities $863 million at September 30, 2026
Repligen said on October 6, 2026 that it completed its acquisition of BioLife Solutions, under a merger agreement dated July 21, 2026. BioLife shareholders received $11.25 in cash and 0.1442 Repligen common shares for each BioLife share, and BioLife's stock is set to stop trading and be removed from Nasdaq. Repligen has not yet quantified the deal's expected effect on its 2026 outlook and plans to address it on its third quarter 2026 earnings call.
Each BioLife share converted into 0.1442 Repligen common shares plus $11.25 in cash, per the filing.
The Mergers closed on October 6, 2026; BioLife notified Nasdaq of the closing that day.
BioLife common stock was to be halted after the after-market session on October 5, 2026, and suspended as of the close on October 6, 2026.
Repligen will provide details on the transaction's expected impact on its 2026 outlook on its third quarter 2026 earnings call.
Repligen director Karen A. Dawes notified the company on September 10, 2026 that she will retire from its Board of Directors after more than twenty years of service, effective September 30, 2026. The filing states her decision was not the result of any disagreement with the company over operations, policies or procedures.
Karen A. Dawes notified Repligen on September 10, 2026 of her retirement from the Board.
Retirement is effective September 30, 2026, after over twenty years of service.
Dawes said the successful CEO transition is complete and the company is well-positioned for its next phase of growth.
The filing states the retirement is not related to any disagreement with the company.
Repligen reported second-quarter 2026 revenue of $204 million, up 12% as reported and 13% organic, and raised its full-year 2026 organic growth and adjusted EPS guidance. GAAP net income fell to $5.0 million from $14.9 million, and GAAP EPS fell to $0.09 from $0.26, while adjusted EPS rose to $0.54 from $0.37. The release also announced a definitive agreement to acquire BioLife Solutions.
Q2 2026 revenue was $204 million versus $182 million a year earlier, up 12% as reported and 13% organic.
GAAP diluted EPS was $0.09 versus $0.26; adjusted diluted EPS was $0.54 versus $0.37.
FY26 guidance raised: organic revenue growth to 10.5%-13.5% and adjusted EPS to $2.03-$2.09.
Cash, cash equivalents and marketable securities were $810 million at June 30, 2026.
Repligen agreed to acquire BioLife Solutions for a total enterprise value of about $1.5 billion, paid in Repligen stock and cash, with closing expected in the fourth quarter of 2026. Repligen also reported preliminary second-quarter revenue growth of about 12% as reported and 13% organic, which it said is the company's own estimate and remains subject to its quarter-end close.
BioLife holders receive $11.25 cash plus 0.1442 Repligen shares per share, valued at $31.00 per share, a 24% premium to the 90-day VWAP ended July 21, 2026
Total enterprise value of about $1.5 billion, comprising 64% Repligen common stock and 36% cash; the cash is to come from cash on hand
Expected to close in the fourth quarter of 2026; BioLife may owe Repligen a $59,000,000 termination fee in certain circumstances
Preliminary Q2 2026 revenue growth of about 12% reported and 13% organic; Repligen will report full results on July 28, 2026
Repligen reported first-quarter 2026 revenue of $194 million, up 15% as reported and 11% organic, and GAAP and adjusted EPS both rose from the prior-year quarter. The company raised its full-year 2026 adjusted EPS guidance to $1.97-$2.05 and reiterated its 9%-13% organic revenue growth guidance, but GAAP net income was held down by a $13.8 million loss on the sale of the Polymem business.
Q1 2026 revenue was $194 million versus $169 million a year earlier; GAAP diluted EPS was $0.15 versus $0.10, and adjusted diluted EPS was $0.48 versus $0.39.
Full-year 2026 adjusted EPS guidance was increased to $1.97-$2.05; reported revenue guidance is $803 million-$833 million.
Polymem, which generated $7 million of revenue and an operating loss in 2025, was divested on March 30, 2026, producing a $13.8 million loss on sale in the quarter.
Cash, cash equivalents and marketable securities were $785 million at March 31, 2026, compared with $768 million at December 31, 2025.
Repligen reported fourth-quarter 2025 revenue of $198 million, up 18% as reported and 14% organic, and full-year 2025 revenue of $738 million, up 16%. GAAP results improved from the prior year, with fourth-quarter net income of $13 million versus a loss of $34 million, and the company issued 2026 guidance calling for revenue of $810 million to $840 million and adjusted diluted EPS of $1.93 to $2.01.
Q4 2025 revenue was $198 million, up from $168 million, an 18% increase as reported and 14% organic.
Q4 GAAP diluted EPS was $0.23, compared with a loss of $0.60 a year earlier; adjusted diluted EPS was $0.49, compared with $0.44.
2026 guidance: total reported revenue of $810 million to $840 million and adjusted diluted EPS of $1.93 to $2.01.
Cash, cash equivalents and marketable securities were $768 million at December 31, 2025.
Repligen's board elected Dr. Martin D. Madaus as Chair effective March 13, 2026, succeeding Tony Hunt, who is retiring as Executive Chair and as a director on that date. Madaus has been a Repligen director since February 2023, and the board has previously determined he is independent under SEC and Nasdaq rules. The change is a leadership transition at the top of the board, and Hunt will continue as an advisor through March 2027.
Dr. Martin D. Madaus elected Chair of the Board, effective March 13, 2026
Tony Hunt, Executive Chair, retires as an employee and as a board member on March 13, 2026
Hunt will serve as an advisor to Repligen through March 2027
Madaus has been a director since February 2023 and was previously Chairman, President and CEO of Millipore Corporation
Repligen reported third-quarter 2025 revenue of $189 million, up 22% from $155 million a year earlier, and GAAP net income of $15 million versus a $1 million loss in the prior-year quarter. The company raised its full-year 2025 revenue guidance to $729 million to $737 million, and GAAP diluted EPS guidance is $0.82 to $0.85.
Q3 2025 revenue was $189 million, up 22% as reported and 18% organic, with no COVID-related revenue in either period.
GAAP diluted EPS was $0.26 versus a loss of $0.01 a year earlier; adjusted diluted EPS was $0.46 versus $0.43.
Full-year 2025 revenue guidance was increased to $729 million to $737 million, with GAAP diluted EPS guidance of $0.82 to $0.85.
Cash and cash equivalents were $749 million at September 30, 2025, compared with $757 million at December 31, 2024.
Repligen appointed Violetta Hughes as its Chief Accounting Officer effective September 1, 2025, replacing Jason K. Garland in the principal accounting officer role. Garland will remain Chief Financial Officer with more time on strategy, financial planning, and capital markets. The change is an administrative leadership update focused on financial reporting and Sarbanes–Oxley oversight.
Violetta Hughes, age 53, becomes Chief Accounting Officer effective September 1, 2025, succeeding Jason K. Garland as principal accounting officer.
Hughes' compensation includes an annual base salary of $395,000 and a one-time signing bonus of $150,000.
Hughes is eligible for a target annual bonus of up to 50% of base salary and an annual equity award worth $750,000.
Jason K. Garland continues as Chief Financial Officer.
Repligen reported second-quarter 2025 revenue of $182 million, up from $159 million a year earlier, and raised its full-year 2025 total reported revenue guidance to $715 million to $735 million. GAAP earnings per share rose to $0.26 from $0.10, while adjusted earnings per share fell to $0.37 from $0.40, a non-GAAP measure.
Q2 2025 revenue was $182 million, up 15% as reported and 17% organic non-COVID growth.
GAAP diluted EPS was $0.26 versus $0.10; adjusted diluted EPS was $0.37 versus $0.40.
Full-year 2025 total reported revenue guidance is $715 million to $735 million; GAAP net income guidance is $48 million to $51.5 million.
Cash, cash equivalents and short-term investments were $709 million at June 30, 2025, versus $757 million at December 31, 2024.
Repligen reported first-quarter 2025 revenue of $169 million, up 10% from $153 million, with 14% organic non-COVID growth and adjusted operating income up 72% year over year. The company reiterated its 2025 organic revenue growth guidance of 9.5% to 13.5% and updated full-year guidance to include the acquisition of 908 Devices' bioprocessing portfolio, which it says adds $10 million to revenue.
Q1 revenue $169 million vs. $153 million a year earlier, up 10% as reported and 14% organic non-COVID growth
GAAP diluted EPS $0.10 vs. $0.06; adjusted diluted EPS $0.39 vs. $0.30
FY2025 guidance: total reported revenue $695 million to $720 million; adjusted diluted EPS $1.63 to $1.72
Cash and cash equivalents $697 million at March 31, 2025, down from $757 million at December 31, 2024
Repligen reported fourth-quarter 2024 revenue of $168 million, up from $167 million, but swung to a GAAP operating loss of $(37) million from $10 million of operating income a year earlier, largely due to $45 million in restructuring and inventory charges. The company also issued 2025 guidance of $685 million to $710 million in reported revenue and GAAP diluted EPS of $0.90 to $0.99, which shareholders can compare with the weaker 2024 profit.
Q4 2024 revenue was $168 million versus $167 million a year earlier; full-year 2024 revenue was $634 million versus $632 million.
Q4 GAAP diluted EPS was $(0.60) versus $(0.29); adjusted EPS was $0.44 versus $0.48.
Q4 GAAP operating loss of $(37) million included $45 million in non-recurring restructuring and other inventory charges.
2025 guidance: total reported revenue of $685 million to $710 million and GAAP diluted EPS of $0.90 to $0.99.
Repligen reported third-quarter 2024 revenue of $155 million, up 10% from a year earlier, and narrowed its full-year 2024 revenue guidance to $630 million-$639 million while keeping the midpoint unchanged. GAAP results swung to a small loss, which the company attributed in part to $17.4 million of incremental stock compensation tied to the CEO's transition to Executive Chair, and the filing references a prior restatement of financial statements.
Q3 2024 revenue $155 million vs. $141 million in Q3 2023, up 10%
GAAP net loss of $0.7 million, or $0.01 per diluted share, vs. net income of $17 million, or $0.30 per share
Adjusted (non-GAAP) diluted EPS $0.43 vs. $0.23; includes $17.4 million of CEO transition stock compensation excluded from adjusted results
Repligen said its prior financial statements should no longer be relied upon and will be restated for 2023 and the first half of 2024, after a $17.3 million COVID-related customer cancellation payment was recognized in the wrong period. The company identified a material weakness in internal control over financial reporting, and its internal review is ongoing. Management reaffirmed 2024 revenue guidance of $627 million to $642 million, saying overall revenue and cash are unchanged.
A $17.3 million payment received in April 2023 should have been deferred and recognized as products were delivered, with all open orders delivered by June 30, 2024.
Restated full-year 2023 total revenue is $632.2 million versus $638.8 million as reported; restated 2023 GAAP income from operations is $48.0 million versus $54.6 million as reported.
Restated first-half 2024 total revenue is $312.0 million versus $305.4 million as reported; restated first-half 2024 GAAP income from operations is $10.1 million versus $3.5 million as reported.
The company identified a material weakness in internal controls over revenue recognition and said it may identify further changes to previously reported amounts.
Repligen reported second quarter 2024 revenue of $154 million, down from $159 million a year earlier, and adjusted earnings per share of $0.33, down from $0.53. GAAP earnings per share fell to $0.06 from $0.35, and the company narrowed its full-year revenue guidance while leaving adjusted EPS guidance unchanged.
Q2 2024 revenue was $154 million versus $159 million in Q2 2023; first half revenue was $305 million
Q2 GAAP income from operations was $1 million versus $19 million; GAAP diluted EPS was $0.06 versus $0.35
Full-year 2024 revenue guidance narrowed to $620 million-$635 million; adjusted EPS guidance unchanged at $1.42-$1.49
Q2 results include $4.4 million of incremental stock compensation tied to the CEO transition to Executive Chair
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