Bio-Techne's FY2026 sales were flat at $1.22B (0% organic); GAAP EPS jumped to $1.16 as prior-year impairment and arbitration charges fell away, while adjusted EPS held at $1.93 ahead of its pending $73/share sale to Merck KGaA.
Revenue
$1.2B
-0.4% YoY
Net income
$182M
+147.8% YoY
Diluted EPS
$1.16
+152.2% YoY
Operating margin
20.7%
Overview
Bio-Techne makes research reagents (the proteins, antibodies and assay kits scientists use in experiments), lab instruments, spatial-biology tools and diagnostic controls. Its fiscal 2026 ended June 30, 2026. Sales were flat, at $1,215.0 million versus $1,219.6 million a year earlier. GAAP net earnings more than doubled to $181.9 million ($1.16 per diluted share). That jump comes almost entirely from fiscal 2025 having been weighed down by one-off charges, not from the business earning more. On the company's adjusted basis, which strips those charges out, earnings per share were $1.93 versus $1.92, essentially unchanged.
The bigger story sits outside the income statement. On June 25, 2026, Bio-Techne agreed to be acquired by Merck KGaA, Darmstadt, Germany for $73.00 per share in cash. The company's August 12 earnings release (Exhibit 99.1 to its 8-K) puts the enterprise value at about $11.3 billion. Shareholders approved the deal on September 23, 2026, with about 121.9 million votes for and 1.2 million against. The 10-K says the deal is expected to close "by late 2026 or early 2027," once antitrust and investment-screening approvals are in hand.
Key metrics
Metric
FY2026
FY2025
YoY Change
Net sales
$1,215.0M
$1,219.6M
-0.4%
Organic revenue growth
0%
5%
n/a
Gross margin (GAAP)
65.8%
64.8%
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Adjusted gross margin, adjusted operating margin and adjusted EPS are company-defined non-GAAP measures. They exclude intangible amortization, stock-based compensation, restructuring, litigation charges, held-for-sale impairments and recoveries, and the results of businesses held for sale. The adjusted operating margin figures come from the August 12, 2026 earnings release (8-K Exhibit 99.1); the rest come from the 10-K.
Why the headline profit number misleads
GAAP (the standard accounting rules companies must report under) operating margin, the share of sales left after running the business but before interest and tax, rose from 8.4% to 20.7%. Almost all of that is a comparison effect. Selling, general and administrative expense fell by $136.1 million, or 23%. The 10-K attributes the drop "primarily" to two fiscal-2025 items that did not come back:
An $80.5 million impairment in fiscal 2025 on assets held for sale, tied to the Exosome Diagnostics business (an impairment is a write-down of an asset's book value). In fiscal 2026 that line swung to a $6.8 million recovery after the business was sold.
Litigation charges of $41.8 million in fiscal 2025, mostly a non-recurring arbitration award, against $5.5 million this year.
Adjusted operating income, which excludes these items, rose only 1%, to $386.1 million from $383.6 million. Adjusted pre-tax earnings were flat at $390.4 million in both years, and adjusted net earnings slipped 1% to $303.3 million. The 10-K says the adjusted figure "was primarily impacted by unfavorable product mix and pricing pressures". The adjusted EPS figure still inched up, to $1.93 from $1.92, which suggests a slightly lower diluted share count. In short: after stripping out one-offs, fiscal 2026 was a flat year.
Revenue: flat, with currency and a divestiture offsetting each other
The zero headline growth nets out three effects, per the 10-K's revenue bridge:
Organic growth: 0%. Organic growth excludes currency moves and acquired or divested businesses, so it measures underlying demand.
Currency: +2 points. A weaker dollar made foreign sales worth more when converted.
Business held for sale: -2 points. Exosome Diagnostics, a liquid-biopsy business, was sold to MDxHealth in the September 2025 quarter for about $15 million, partly paid in MDxHealth stock and a promissory note.
The fourth quarter was better than the year as a whole. Q4 organic growth was 3%, and Q4 sales were $321.2 million, up 1%. The company's release described the year as ending "with improved performance."
Segment results
Segment
FY2026 sales
FY2025 sales
Reported
Organic
Segment operating margin FY26 / FY25
Protein Sciences
$874.6M
$870.2M
+1%
-1%
41.1% / 42.6%
Diagnostics & Spatial Biology
$336.4M
$346.3M
-3%
+4%
11.2% / 6.2%
Segment operating margins come from the earnings release (8-K Exhibit 99.1); segment sales and growth rates come from the 10-K.
Protein Sciences is the core reagents and protein-analysis business and makes up about 72% of sales. Its sales fell 1% organically. Currency lifted the reported figure to +1%. The 10-K attributes the weakness to "unfavorable product mix and pricing pressures." Its segment gross margin slipped to 75.0% from 75.6%, and its operating margin fell 1.5 points to 41.1%. This is the business the deal is mainly buying, and fiscal 2026 was its weakest year in the comparison period: organic growth had been +5% in fiscal 2025. In Q4 it returned to 1% organic growth, but its margin still fell (42.0% vs 43.6%) on "unfavorable volume and product mix."
Diagnostics & Spatial Biology grew 4% organically. The loss of Exosome Diagnostics sales cost 8 points of growth, so reported sales fell 3%. Its operating margin rose to 11.2% from 6.2%. The release credits the Exosome divestiture (the business had been dragging on profit), volume growth and cost programs. Q4 organic growth accelerated to 8%. This segment is still far less profitable than Protein Sciences: its gross margin fell to 55.2% from 57.3%, on product mix per the 10-K.
Where the sales came from
The 10-K breaks out sales by customer location:
Region
FY2026
FY2025
Change
United States
$635.4M
$683.2M
-7.0%
EMEA (excl. UK)
$294.2M
$266.3M
+10.5%
United Kingdom
$56.3M
$54.8M
+2.7%
APAC (excl. Greater China)
$85.8M
$77.3M
+11.1%
Greater China
$104.1M
$100.5M
+3.6%
Rest of world
$39.3M
$37.5M
+4.6%
The United States, just over half of sales, was the weak spot, down $47.9 million. These regional figures are reported numbers. They include currency effects, which flatter the non-US regions in a year when currency added 2 points overall. They also include the Exosome divestiture, but the filing does not say which region lost those sales. China, often a swing factor for life-science suppliers, grew modestly to about 8.6% of sales. The 10-K notes that "significant tariffs between the U.S. and China" remain in effect.
The 10-K does not break out sales by customer type (biopharma versus academic and government labs). It says only that Protein Sciences sells mainly to pharma and biotech companies and to university and government research institutions. It also says customer spending depends on "the availability of government research funding," which is how NIH budget pressure would reach Bio-Techne. With no end-market split in the filing, the US decline can't be tied to a specific customer group from this document alone.
Restructuring and other one-offs
Restructuring and related costs: $21.1 million in fiscal 2026, down from $28.2 million. Fiscal 2025's program targeted the manufacturing footprint. A new program began early in the fiscal-2026 fourth quarter to streamline the brand structure and supporting functions. The company expects costs from both programs to continue "through fiscal 2027."
Merger costs: acquisition-related expenses were $8.0 million within SG&A this year. The 10-K warns that deal-related professional fees will continue.
MDxHealth stock loss: a $5.9 million loss on the MDxHealth shares received for Exosome Diagnostics reduced other income.
Goodwill: Bio-Techne's annual qualitative test found no goodwill impairment. Goodwill (the premium paid for past acquisitions, carried as an asset) was $975.4 million, about 38% of total assets.
Tax: the GAAP effective tax rate was 24.4% versus 25.5%. The adjusted rate was 22.3% versus 21.5%.
Cash and balance sheet
Operating cash flow was $292.1 million and capital spending was $28.9 million, which leaves roughly $263 million of free cash flow. That is about 1.4 times GAAP net earnings, because non-cash charges such as amortization depress reported profit. Cash and investments rose to $264.7 million, and $200 million was drawn on the revolving credit line after $146 million of repayments. Buybacks fell to $41.7 million from $275.7 million, and dividends were $49.9 million.
One large obligation remains. Bio-Techne has a forward contract to buy the remaining 80.1% of Wilson Wolf, a cell-therapy manufacturing firm, for about $1 billion plus possible contingent payments. The 10-K says the payment is expected between fiscal 2027 and fiscal 2028.
Takeaway: GAAP earnings rose 148%, but that is an accounting comparison against a fiscal 2025 hit by an $80.5 million impairment and a $41.8 million litigation charge. On an adjusted basis Bio-Techne stood still: 0% organic growth, adjusted operating margin up only 0.3 points to 31.9%, and adjusted EPS of $1.93 versus $1.92. The core Protein Sciences segment shrank 1% organically as pricing and mix worked against it. For shareholders, the fixed $73-per-share cash offer from Merck KGaA now matters far more than any of these operating figures.
Outlook
Management gave no fiscal 2027 guidance. Because of the pending merger, the company has also stopped holding quarterly earnings calls. The main near-term event is the deal closing, targeted for late 2026 or early 2027. Shareholders have approved it, so the remaining conditions are regulatory approvals. If the deal fails on antitrust or investment-screening grounds under the specified conditions, Merck KGaA owes Bio-Techne a termination fee of about $576.1 million.
On the operating side, the Q4 numbers point to a modest improvement: 3% organic growth overall, 8% in Diagnostics & Spatial Biology, and a return to organic growth in Protein Sciences. But Protein Sciences' margin kept compressing in Q4, and US sales fell 7% for the year, so the recovery is not yet broad-based. Watch the first-quarter fiscal 2027 10-Q (quarter ending September 30, 2026) for whether Protein Sciences organic growth holds positive and whether US demand stabilizes, unless the merger closes before then.