Every material Form 8-K Bio-Techne has filed with the SEC since April 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.
Bio-Techne's board declared a $0.08 per share cash dividend for the quarter ended September 30, 2026. The payment is conditional on the pending transaction with Merck KGaA, Darmstadt, Germany not closing on or before the November 13, 2026 record date, so the dividend tie-in to that deal matters to shareholders.
Dividend of $0.08 per share for the quarter ended September 30, 2026
Payable November 23, 2026 to common shareholders of record at close of business November 13, 2026
Dividend applies only if the Merck KGaA transaction has not closed on or before November 13, 2026
Future dividends will be considered by the Board on a quarterly basis
Bio-Techne reported fourth-quarter fiscal 2026 revenue of $321.2 million, up 1% as reported and 3% organic, with GAAP EPS of $0.35 versus a loss of $0.11 a year earlier. Adjusted EPS was $0.52, down from $0.53, and full-year adjusted EPS rose to $1.93 from $1.92 on flat revenue of $1.2 billion. The company said it will no longer hold quarterly investor calls because of its pending acquisition by Merck KGaA, Darmstadt, Germany, at $73 per share in cash.
Q4 fiscal 2026 net sales were $321.2 million, up 1% reported and 3% organic.
Q4 GAAP EPS was $0.35 versus $(0.11) a year earlier; adjusted EPS was $0.52 versus $0.53.
Full-year fiscal 2026 net sales were flat at $1.2 billion; full-year adjusted EPS was $1.93 versus $1.92.
Board declared an $0.08 per share dividend, payable September 4, 2026, to holders of record on August 24, 2026.
Bio-Techne entered a merger agreement under which Merck KGaA's subsidiary will merge into the company, leaving Bio-Techne as a wholly-owned Merck KGaA subsidiary. Each share will convert into the right to receive $73.00 in cash, and the board has recommended that shareholders approve the deal.
Merger consideration: $73.00 in cash per share of common stock, less any required tax withholdings
Buyer: Merck KGaA, Darmstadt, Germany, through its subsidiary EMD Holdings NewCo, Inc.
Closing requires majority shareholder approval, expiration of the Hart-Scott-Rodino waiting period and other required approvals, and no Burdensome Condition
Bio-Techne reported third-quarter fiscal 2026 results for the quarter ended March 31, 2026, with net sales down 2% to $311.4 million. GAAP diluted EPS rose to $0.32 from $0.14, but adjusted diluted EPS fell to $0.53 from $0.56, and the company said demand from biotech customers has not yet broadly recovered. The company also declared a quarterly dividend of $0.08 per share.
Net sales fell 2% to $311.4 million; organic revenue also fell 2%, with foreign exchange adding 2%.
GAAP diluted EPS was $0.32 versus $0.14; GAAP operating income rose 95% to $75.5 million.
Adjusted diluted EPS was $0.53 versus $0.56, and adjusted operating margin was 34.2% versus 34.9%.
Dividend of $0.08 per share is payable May 29, 2026, to shareholders of record on May 18, 2026.
Bio-Techne said Dr. Matt McManus is transitioning from his role as president of the Diagnostics and Spatial Biology segment, and Steve Crouse, currently senior vice president of the Analytical Solutions Division, will take over that role effective March 1, 2026. The filing also discloses Crouse's employment terms, including a $505,000 base salary and a 75% target cash bonus, and that the board terminated McManus's employment without cause on February 9, 2026. The change is a leadership transition at a segment level and does not include any reported financial results.
Steve Crouse appointed President, Diagnostics and Spatial Biology Segment, effective March 1, 2026
Crouse's employment agreement, dated February 10, 2026, sets a $505,000 annual base salary and a target annual cash bonus of 75% of base salary
Crouse's one-time equity awards include $85,000 at target in performance-based RSUs, plus stock options and time-vested RSUs with grant date values of approximately $42,500 each
Dr. Matt McManus's employment was terminated without cause by board approval on February 9, 2026; he is eligible for severance and will remain to support the transition
Bio-Techne reported fiscal second-quarter results for the three months ended December 31, 2025, with revenue flat at $295.9 million and GAAP operating income up 15% to $54.5 million. Adjusted EPS rose to $0.46 from $0.42, and the company also declared an $0.08 per share quarterly dividend.
Revenue was $295.9 million, flat versus the prior year, with foreign currency adding 2% and a held-for-sale business reducing revenue by 2%.
GAAP EPS was $0.24 versus $0.22; adjusted EPS was $0.46 versus $0.42.
Adjusted operating margin was 31.1% versus 30.1%, and GAAP operating income rose to $54.5 million from $47.4 million.
The $0.08 per share dividend is payable February 27, 2026, to shareholders of record on February 16, 2026.
Bio-Techne reported results for the first quarter ended September 30, 2025, with net sales down 1% to $286.6 million, GAAP diluted EPS up to $0.24 from $0.21, and adjusted EPS flat at $0.42. The filing also shows the company declared an $0.08 per share dividend and that shareholders elected all nine director nominees and approved executive pay at the annual meeting. For shareholders, the key tension is a smaller revenue base alongside higher GAAP profit.
Net sales fell 1% to $286.6 million; organic revenue also decreased 1%.
GAAP diluted EPS was $0.24 versus $0.21; adjusted diluted EPS was $0.42 in both periods.
Completed the divestiture of the Exosome Diagnostics business, including the ExoDx Prostate test.
Declared a dividend of $0.08 per share, payable November 28, 2025, to holders of record on November 17, 2025.
Bio-Techne reported fourth-quarter fiscal 2025 net sales up 4% to $317.0 million and adjusted EPS of $0.53, versus $0.49 a year earlier. GAAP EPS was a loss of $0.11, compared with $0.25, after an $83.1 million impairment tied to the planned divestiture of its Exosome Diagnostics business. The company also declared a quarterly dividend of $0.08 per share.
Q4 net sales $317.0 million, up 4% reported and 3% organic; full-year net sales $1.2 billion, up 5%
Q4 GAAP EPS was ($0.11) versus $0.25; full-year GAAP EPS was $0.46 versus $1.05
Q4 adjusted EPS $0.53 versus $0.49; full-year adjusted EPS $1.92 versus $1.77
Exosome Diagnostics impairment of $83.1 million in the quarter; dividend of $0.08 per share payable August 29, 2025 to holders of record August 18, 2025
Bio-Techne reported fiscal third-quarter results for the period ended March 31, 2025, with net sales up 4% to $316.2 million and adjusted EPS up to $0.56 from $0.48. GAAP EPS fell to $0.14 from $0.31, as GAAP operating income dropped 42% to $38.7 million, which the company tied to a non-recurring arbitration award and $38.9 million in certain litigation charges. The company also declared an $0.08 quarterly dividend and approved a new $500 million share repurchase program.
Net sales were $316.2 million, up 4% reported and 6% organic.
GAAP EPS was $0.14 versus $0.31 a year earlier; adjusted EPS was $0.56 versus $0.48.
GAAP operating income fell 42% to $38.7 million, including $38.9 million in certain litigation charges.
Dividend of $0.08 per share payable May 30, 2025; new $500 million buyback begins May 8, 2025.
On February 26, 2025, an arbitrator ruled in favor of former CEO Charles R. Kummeth in a dispute over 794,400 vested options that the company had treated as expired following an administrative error. The company must pay Kummeth approximately $35,978,000 for the options, plus about $980,000 in interest and about $234,000 in legal fees and costs, which will reduce shareholder value.
Arbitrator's order dated February 26, 2025 found Kummeth would have exercised his options before the August 9, 2024 expiration date.
Payment for the options is approximately $35,978,000, measured by the 30-day average closing price before the Award Agreement expiration date.
Additional amounts are approximately $980,000 in interest and approximately $234,000 in legal fees and costs.
The dispute arose from an administrative error in the stock plan platform, which showed an October 26, 2024 expiration date.
Bio-Techne reported second-quarter fiscal 2025 results with net sales up 9% to $297.0 million and GAAP diluted EPS of $0.22, up from $0.17 a year earlier. Adjusted EPS rose to $0.42 from $0.40, while the adjusted operating margin held flat at 30.1%. For shareholders, quarterly revenue and profit both improved, though six-month GAAP diluted EPS was $0.42 versus $0.49 a year earlier.
Net sales rose 9% to $297.0 million for the quarter ended December 31, 2024.
GAAP diluted EPS was $0.22 versus $0.17; adjusted diluted EPS was $0.42 versus $0.40.
GAAP operating income increased 25% to $47.4 million; adjusted operating margin was flat at 30.1%.
Board appointed Dr. Amy Herr as an independent director effective February 1, 2025; a $0.08 per share quarterly dividend was also declared.
Bio-Techne's Compensation Committee granted Chief Financial Officer James Hippel a one-time restricted stock unit award of 34,634 shares on October 30, 2024. The company said the award is for retention and follows forfeited stock options that were lost because of a stock plan administrative error.
Award of 34,634 restricted stock units granted October 30, 2024 under the 2020 Equity Incentive Plan
Units vest in equal installments on the first three anniversaries of the grant date, subject to continued service
Company cites retention and forfeited stock options lost due to an administrative error in recording the expiration date
Bio-Techne reported first-quarter fiscal 2025 results for the quarter ended September 30, 2024, with net sales up 5% to $289.5 million and adjusted EPS of $0.42, versus $0.41 a year earlier. GAAP EPS fell to $0.21 from $0.31, and GAAP operating income dropped 28% to $40.0 million, which the company attributes partly to restructuring charges. The company also declared a quarterly dividend of $0.08 per share and reported shareholder votes from its annual meeting.
Net sales rose 5% to $289.5 million; organic growth was 4%.
GAAP EPS was $0.21 versus $0.31 a year earlier; adjusted EPS was $0.42 versus $0.41.
GAAP operating margin was 13.8%, compared with 20.2%; adjusted operating margin was 29.0%, compared with 31.4%.
Quarterly dividend of $0.08 per share is payable November 22, 2024, to shareholders of record on November 11, 2024.
Bio-Techne reported fourth-quarter fiscal 2024 net sales up 2% to $306.1 million, with organic revenue up 1%, while GAAP earnings per share fell to $0.25 from $0.47 a year earlier. Full-year net sales rose 2% to $1.2 billion, but full-year GAAP EPS fell to $1.05 from $1.76, and the company also announced a cash dividend in a separate press release.
Q4 GAAP operating income fell 52% to $45.8 million; adjusted operating income fell 9% to $101.8 million
Q4 adjusted EPS was $0.49 versus $0.55 a year earlier; full-year adjusted EPS was $1.77 versus $1.99
Diagnostics and Genomics segment Q4 net sales rose 15% to $90.7 million, while Protein Sciences Q4 net sales fell 4% to $214.0 million
Full-year cash flow from operations rose 18% to $299.0 million; the filing does not state the dividend amount
Bio-Techne reported third-quarter fiscal 2024 results for the period ended March 31, 2024, with net sales up 3% to $303.4 million. Profit declined: GAAP EPS fell to $0.31 from $0.43 and adjusted EPS fell to $0.48 from $0.53, and the company attributed the margin pressure to restructuring and CEO transition costs, the Lunaphore acquisition, and unfavorable volume leverage within Protein Sciences. The Board also declared a $0.08 per share quarterly dividend.
Net sales rose 3% to $303.4 million; organic revenue rose 2%
GAAP EPS was $0.31 versus $0.43 a year earlier; adjusted EPS was $0.48 versus $0.53
GAAP operating income fell 16% to $67.0 million; adjusted operating margin was 33.0% versus 37.0%
Dividend of $0.08 per share payable May 24, 2024, to holders of record on May 13, 2024
Bio-Techne expanded its board from ten to eleven members on April 24, 2024, and appointed Dr. Judith Klimovsky, currently Executive Vice President and Chief Development Officer at Genmab, as an independent director. The filing also discloses a one-year waiver of the board's mandatory retirement policy for Dr. Roeland Nusse. The change is a board governance update with no financial figures reported.
Dr. Judith Klimovsky appointed as independent director effective April 24, 2024, to the Science and Technology Committee
Board temporarily expanded from ten to eleven members, ten of whom are independent
Board approved a one-year waiver of mandatory retirement policy for Dr. Roeland Nusse
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