ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion should be read in conjunction with the information contained in our consolidated financial statements and the accompanying notes which are an integral part of the statements. Refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations located in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on February 14, 2025, for the discussion of the comparison of the fiscal year ended December 31, 2024 to the fiscal year ended December 31, 2023.

Overview. We are a multinational developer, manufacturer and worldwide distributor of our own life science research and clinical diagnostics products. Our business is organized into two reportable segments: Life Science and Clinical Diagnostics, with the mission to provide scientists with specialized tools needed for biological research and health care specialists with products needed for clinical diagnostics.

We sell more than12,000 products and services to a diverse client base comprised of scientific research, healthcare, education and government customers worldwide. We do not disclose quantitative information about our different products and services as it is impractical to do so based primarily on the numerous products and services that we sell and the global markets that we serve.

We manufacture and supply our customers with a range of reagents, apparatus and equipment to separate complex chemical and biological materials and to identify, analyze and purify components. As our customers require standardization for their experiments and test results, much of our revenues are recurring in nature.

We rely on the support of many governments for both research and healthcare. The current global economic outlook is still uncertain as the need to control social spending by many governments limits opportunities for growth.Approximately 40% of our 2025 consolidated net sales are derived from the United States and approximately 60% are derived from international locations, with Europe being our largest international region. The international sales are largely denominated in local currencies such as the Euro, Swiss Franc, Japanese Yen, Chinese Yuan and British Sterling. As a result, our consolidated net sales expressed in dollars benefit when the U.S. dollar weakens and suffer when the dollar strengthens. When the dollar strengthens, we benefit from lower cost of sales from our own international manufacturing sites, and from lower international operating expenses. We regularly discuss our changes in revenue and expense categories in terms of both changing foreign exchange rates and in terms of a currency neutral basis, if notable, to explain the impact currency has on our results.

Current global economic and geopolitical conditions remain uncertain, and we rely on the support of many governments for both research and healthcare. Reduced government spending, along with ongoing challenges in the biopharma market and among small biotech companies, continues to negatively impact our business. Additionally, the market in China, which represents amid-single digit percentage of our 2025 consolidated net sales, remains uncertain as a result of these factors. We expect these conditions to continue in 2026.

Critical Accounting Policies and Estimates

The accompanying discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and contingencies as of the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. We evaluate our estimates on an on-going basis. We base our estimates on historical experience and on other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. However, future events may cause us to change our assumptions and estimates, which may require adjustment. Actual results could differ from these estimates. We have determined that for the periods reported in this Annual Report on Form 10-K the following accounting policies and estimates are critical in understanding our financial condition and results of operations.

Accounting for Income Taxes

We operate in multiple jurisdictions and our profits are taxed pursuant to the tax laws of these jurisdictions. Our effective income tax rate may be affected by the changes in or interpretations of tax laws and tax agreements in any given jurisdiction, utilization of net operating loss and tax credit carryforwards, changes in geographical mix of income and expense, and changes in our assessment of matters such as the ability to realize deferred tax assets. As a result of these considerations, we must estimate income taxes in each of the jurisdictions in which we operate. This process involves estimating current tax exposure together with assessing temporary differences resulting from the different treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in the consolidated balance sheets.

We assess the likelihood that our deferred tax assets will be recovered from future taxable income, considering all available evidence such as historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing prudent and feasible tax strategies. When we determine that it is not more likely than not that we will realize all or part of our deferred tax assets, an adjustment is charged to earnings in the period when such determination is made. Likewise, if we later determine that it is more likely than not that all or a part of our deferred tax assets would be realized, the previously provided valuation allowance would be reversed.

We make certain estimates and judgments about the application of tax laws, the expected resolution of uncertain tax positions and other matters surrounding the recognition and measurement of uncertain tax benefits. In the event that uncertain tax positions are resolved for amounts different than our estimates, or the related statutes of limitations expire without the assessment of additional income taxes, we will be required to adjust the amounts of the related assets and liabilities in the period in which such events occur. Such adjustments may have a material impact on our income tax provision and our results of operations.

Impairment of Goodwill

We conduct a goodwill impairment analysis annually in the fourth quarter or more frequently if indicators of impairment exist or if a decision is made to sell or exit a business.We test goodwill at the reporting unit level.Significant judgments are involved in determining if an indicator of impairment has occurred.

We first may assess qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test included in U.S. GAAP.To the extent our assessment identifies adverse conditions, or if we elect to bypass the qualitative assessment, goodwill is tested at the reporting unit level using a quantitative impairment test. We generally estimate the fair value of the reporting units in goodwill impairment assessments using an income approach, which includes an analysis of the future cash flows expected to be generated and the risk associated with achieving such cash flows. This approach requires significant management judgment including the discount rate that is applied to the discretely forecasted future cash flows to calculate the present value of those cash flows and the estimate of future cash flows attributable to the reporting unit. Actual results may differ from management’s estimates. There were no impairments of goodwill for the years ended December 31, 2025, 2024 and 2023.

Revenue Recognition

We recognize revenue from operations through the sale of products, services, license of intellectual property and rental of instruments.

We enter into contracts that can include various combinations of products and services, which are generally accounted for as distinct performance obligations. The transaction consideration is allocated between separate performance obligations of an arrangement based on the stand-alone selling price (“SSP”) for each distinct product or service.

Fair Value Measurements

We elected the fair value option under ASC 825, Financial Instruments for accounting of the Loan to Sartorius-Herbst Beteiligungen II GmbH to simplify the accounting. The Loan includes certain value appreciation rights that are due upon repayment of the Loan. The fair value of the Loan and value appreciation right is estimated under the income approach using a discounted cash flow, and option pricing model, respectively. The significant assumptions used to estimate fair value of the Loan include an estimate of the discount rate and cash flows of the Loan and the significant assumptions used to estimate the fair value of the value appreciation right include volatility, the risk-free interest rate, expected life (in years) and expected dividend. The inputs are subject to estimation uncertainty and actual amounts realized may materially differ. An increase in the expected volatility may result in a significantly higher fair value, whereas a decrease in expected life may result in a significantly lower fair value. All subsequent changes in fair value of the Loan and value appreciation right, including accrued interest are recognized in (Gains) losses from change in fair market value of equity securities and loan receivable in our consolidated statements of income (loss).

Results of Operations - Sales, Gross Margins and Expenses

Comparison of the Year Ended December 31, 2025 to the Year Ended December 31, 2024

The following table shows Cost of goods sold, Gross margin, components of operating expense, and Net income (loss) as a percentage of Net sales:

Selling, general and administrative expense 32.7 31.7

Research and development expense 10.7 11.5

Impairment of purchased intangibles and related items, net 6.7 —

Net sales

Percentage sales growth in currency neutral amounts are calculated by translating prior period sales in each local currency using the current period monthly average foreign exchange rates for that currency and comparing that to current period sales.

Net sales ("sales") for the year ended December 31, 2025 were $2.58 billion, compared to $2.57 billion for the year ended December 31, 2024, an increase of 0.7%. On a currency neutral basis, for the year ended December 31, 2025 sales were essentially flat compared to the same period in 2024.

The Life Science segment sales for the year ended December 31, 2025 were $1.02 billion, a decrease of 0.7% compared to the year ended December 31, 2024. On a currency neutral basis, sales decreased 1.3% compared to the year ended December 31, 2024, driven by the constrained academic research and biotech funding environment. Currency neutral sales decreased in the Americas, partially offset by increased sales in EMEA and Asia Pacific.

The Clinical Diagnostics segment sales for the year ended December 31, 2025 were $1.56 billion, an increase of 1.6% compared to the year ended December 31, 2024. On a currency neutral basis, sales increased 0.8% compared to the year ended December 31, 2024. The currency neutral sales increase was primarily driven by quality control and blood typing products, partially offset by lower reimbursement rates for diabetes testing in China. Currency neutral sales increased in the Americas and EMEA, partially offset by decreased sales in Asia Pacific.

Gross margin

Consolidated gross margin was 51.9% for the year ended December 31, 2025 compared to 53.7% for the year ended December 31, 2024.

Gross margin for the Life Science segment for the year ended December 31, 2025 decreased by approximately 2.5percentage points from the year ended December 31, 2024. The decrease in gross margin was primarily driven by one-time inventory write-offs after extensive evaluations of our product portfolios as a result of recent acquisitions, higher material costs and reduced fixed manufacturing absorption.

Gross margin for the Clinical Diagnostics segment for the year ended December 31, 2025 decreased by approximately 1.4 percentage points from the year ended December 31, 2024. The decrease in gross margin was primarily driven by higher material costs and reduced fixed manufacturing absorption.

Selling, general and administrative expense

Consolidated selling, general and administrative ("SG&A") expense increased to $844.3 million or 32.7% of sales for the year ended December 31, 2025 compared to $814.0 million or 31.7% of sales for the year ended December 31, 2024. The increase in SG&A expense was primarily due to higher restructuring costs.

Research and development expense

Consolidated research and development ("R&D") expense decreased to $275.6 million or 10.7% of sales for the year ended December 31, 2025 compared to $295.9 million or 11.5% of sales for the year ended December 31, 2024. The decrease in R&D was primarily due to $29.5 million of in-process research and development ("IPR&D") expense recognized in 2024 for an acquisition that did not recur in 2025, partially offset by higher restructuring costs in 2025.

Impairment of purchased intangibles and related items, net

In December 2025, we impaired the IPR&D asset associated with our 2021 acquisition of Dropworks, Inc. (“Dropworks”) amounting to $81.7 million, as completion of the technology had been delayed and the Company has revised its revenue forecast associated with Dropworks. The impairment of the IPR&D asset was included in the Life Science segment’s results of operations.

In December 2025, we discontinued development of the IPR&D asset associated with our 2022 acquisition of Curiosity Diagnostics, Sp. Z. o. o. ("Curiosity") and recorded an impairment charge of $127.7 million. We concluded that the discontinuation represented a substantial liquidation of the business of the foreign subsidiary for accounting purposes, which resulted in the recognition of $36.6 million of previously unrealized foreign currency translation gains associated with that entity. The net impairment of $91.1 million, was included in the Clinical Diagnostics segment's results of operations.

Results of Operations – Non-operating

Interest expense

Interest expense for the years ended December 31, 2025 and 2024 was $49.0 million and $48.9 million, respectively, which primarily consisted of interest expense related to the $1.2 billion Senior Notes.

Foreign currency exchange (gains) losses

Foreign currency exchange (gains) losses, net consist primarily of foreign currency transaction gains and losses on intercompany net receivables and payables and the change in fair value of our forward foreign exchange contracts used to manage our foreign currency exchange risk. Foreign currency exchange net gains were $6.6 million and $3.9 million for the years ended December 31, 2025 and December 31, 2024, respectively. Gains and losses are primarily due to the timing of product shipments and intercompany debt payments, market volatility, and the change in the fair value of our foreign exchange contracts.

Change in fair market value of equity securities and loan receivable

(Gains) losses from change in fair market value of equity securities and loan receivable was a gain of $900.4 million and a loss of $2.66 billion for the years ended December 31, 2025 and 2024, respectively. The change in the fair market value primarily resulted from the recognition of holding gains of $872.6 million for the year ended December 31, 2025 compared to holding losses of $2.68 billion for the year ended December 31, 2024 on our investment in Sartorius.

Other income, net

Other income, net includes investment and dividend income, interest income on our cash and cash equivalents, short-term investments and long-term marketable securities. Other income, net was $90.3 million for the year ended December 31, 2025, essentially flat compared to the year ended December 31, 2024.

Effective tax rate

Our effective tax rates were 23.7% and 21.3% for the years ended December 31, 2025 and 2024, respectively. The effective tax rates for the years ended December 31, 2025 and 2024 were driven by the change in fair market value of our equity securities as well as shifts in the geographical mix of earnings.

Our income tax returns are routinely audited by U.S. federal, state and foreign tax authorities. We are currently under examination by many of these tax authorities.There are differing interpretations of tax laws and regulations, and as a result, significant disputes may arise with these tax authorities involving issues of the timing and amount of deductions and allocations of income among various tax jurisdictions.

We record liabilities for unrecognized tax benefits related to uncertain tax positions.We do not believe the resolution of our uncertain tax positions will have a material adverse effect on our consolidated financial statements, although an adverse resolution of one or more of these uncertain tax positions in any period may have a material impact on the results of operations for that period.

Liquidity and Capital Resources

Bio-Rad operates and conducts business globally, primarily through subsidiary companies established in the markets in which we trade. Goods are manufactured in a small number of locations, and are then shipped to local distribution facilities around the world. Our product mix is diversified, and certain products compete largely on product efficacy, while others compete on price. Gross margins are generally sufficient to exceed normal operating costs, and funding for research and development of new products, as well as routine outflows for capital expenditures, interest and taxes.

As of December 31, 2025, we had available $1.5 billion in cash, cash equivalents and short-term investments, of which approximately 18% was held in our foreign subsidiaries. The amount of funds held in the United States can fluctuate due to the timing of receipts and payments in the ordinary course of business and due to other reasons, such as acquisitions and borrowings. As part of our ongoing liquidity assessments, we regularly monitor the mix of domestic and foreign cash flows (both inflows and outflows). It is generally our intention to repatriate certain foreign earnings to the extent that such repatriations are not restricted by local laws, and there are no substantial incremental costs.

Additional liquidity is realized through positive cash flows from operating activities, and is readily available via the sale of short-term investments and access to our $200.0 million unsecured Revolving Credit Agreement, available through February 2029, and to a lesser extent international lines of credit. Borrowings under the Revolving Credit Agreement are available on a revolving basis and can be used to make acquisitions, for working capital and for other general corporate purposes. We had no outstanding borrowings under the Revolving Credit Agreement as of December 31, 2025, however, $6.0 million was utilized for domestic standby letters of credit that reduced our borrowing availability.

In March 2022, we received $1.2 billion in cash proceeds from the issuance of Senior Notes. The $400 million and $800 million Senior Notes mature in March 2027 and March 2032, respectively, and interest on the Senior Notes is 3.3% and 3.7% per annum, respectively. Interest is payable semiannually in arrears on March 15 and September 15 of each year.

Management believes that our cash, cash equivalents and short-term investments, together with cash flow from operations and the unsecured Revolving Credit Agreement, will be adequate to meet our current objectives for operations, research and development, capital additions for manufacturing and distribution, plant and equipment, information technology systems and acquisitions of reasonable proportion to our existing total available capital for the next twelve months and beyond.

Cash Flows from Operating Activities

Net cash provided by operating activities was $532.2 million and $455.2 million for the years ended December 31, 2025 and 2024, respectively. The increase in operating cash flows was primarily due to improved working capital.

Cash Flows from Investing Activities

Net cash used in investing activities was $189.7 million and $160.2 million for the years ended December 31, 2025 and 2024, respectively. The increase was due to net cash outflows for the acquisition of Stilla Technologies, partially offset by lower net outflows related to marketable securities and investments, reflecting the timing of our purchases, maturities, and sales.

Cash Flows from Financing Activities

Net cash used in financing activities was $283.2 million and $218.8 million for the years ended December 31, 2025 and 2024, respectively. The increase in net cash used in financing activities was primarily attributable to payments for share repurchases, partially offset by payment of contingent consideration in 2024. During the year ended December 31, 2025, we repurchased 1,205,381 shares of Class A common stock for $295.5 million and during the year ended December 31, 2024, we repurchased 690,857 shares of Class A common stock for $203.6 million. We designated these repurchased shares as treasury stock. As of December 31, 2025, $284.6 million of stock remained available for repurchases under the Company's 2023 Share Repurchase Program.

Contractual Obligations

The following summarizes certain of our contractual obligations as of December 31, 2025 and the effect such obligations are expected to have on our cash flows in future periods (in millions):

Payments Due by Period

LessThan 1-3 3-5 Morethan

Contractual Obligations Total One Year Years Years 5 Years

Recent Accounting Pronouncements Adopted

See Note 1 to the consolidated financial statements for recent accounting pronouncements adopted and to be adopted.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Financial Risk Management

The main goal of Bio-Rad’s financial risk management program is to reduce the variance in expected cash flows arising from unexpected foreign exchange rate and interest rate changes. Financial exposures are managed through operational means and by using various financial instruments, including cash and investments, borrowings, and forward and spot foreign exchange contracts. No derivative financial instruments are entered into for the purpose of trading or speculation. Company policy requires that all derivative positions are undertaken to manage the risks arising from underlying business activities.

Foreign Exchange Risk.We operate and conduct business in many countries and are exposed to movements in foreign currency exchange rates. We face transactional currency exposures that arise when we enter into transactions denominated in currencies other than U.S. dollars. Additionally, our consolidated stockholders' equity is impacted by the conversion of the net assets of our international subsidiaries for which the functional currency is not the U.S. dollar.

Foreign currency exposures are managed and hedged on a centralized basis. This allows for natural offsets and netting of foreign exchange exposures across entities. Where possible, we seek to manage our foreign exchange risk in part through operational means, including matching same-currency revenues to same-currency costs, and same-currency assets to same-currency liabilities. We enter into foreign currency forward contracts to hedge the gains and losses arising from remeasurement of non-U.S. dollar denominated monetary assets and liabilities, primarily cash, accounts receivables and accounts payables. These balance sheet hedge contracts, which generally expire within 90 days, are carried at fair value on the balance sheet. We record the change in fair value of our foreign currency denominated cash, receivables and payables as a foreign exchange (gain) loss on our consolidated statements of income (loss) along with the change in fair market value of the balance sheet hedge contracts used as an economic hedge of those assets or liabilities.

We started to hedge certain anticipated foreign currency cash flows in late 2025. To protect against adverse movements in value of anticipated non-U.S. dollar transactions or cash flows, we enter into foreign currency forward contracts that generally expire within 12 months and no later than 18 months. These foreign currency hedge contracts are designated as cash flow hedges and are carried on our balance sheet at fair value, with the effective portion of hedge gains or losses included in accumulated other comprehensive income (loss) and subsequently recognized in earnings in the same period the hedged revenue and/or expense is recognized.

Our forward contract holdings at year-end were analyzed to determine their sensitivity to fluctuations in foreign currency exchange rates. All other variables were held constant. Market risk associated with derivative holdings is the potential change in fair value of derivative positions arising from an adverse movement in foreign exchange rates. A hypothetical 10% depreciation /appreciation of foreign currencies relative to the U.S. dollar would result in an unrealized gain / loss of $59.9 million on our derivative position as of December 31, 2025. For balance sheet hedges, the gains or losses on foreign currency forward contracts resulting from changes in currency exchange rates are expected to approximately offset remeasurement losses or gains on the exposures being hedged.

Interest Rate Risk. Bio-Rad centrally manages the short-term cash surpluses and maintains a diversified portfolio of high-quality fixed income securities, such as U.S. Treasury, U.S. government sponsored agency securities, corporate notes and bonds, and asset backed securities. A sharp rise in interest rates could have a material adverse impact on the fair value of our fixed-income investment portfolio. Conversely, declines in interest rates could have a material adverse impact on interest income for our investment portfolio. A hypothetical increase or decrease in interest rates by 50 and 100 basis points would have resulted in a decrease or increase in the fair value of our net investment position of approximately $9.9 million and $20.0 million, respectively, as of December 31, 2025.

As of December 31, 2025, we had $1.20 billion in principal amount of fixed-rate long-term debt outstanding. Interest rate changes affect the fair value of our notes but do not impact our financial position, cash flows or results of operations due to the fixed nature of the debt obligations.

Share price movement risk associated with our investment in Sartorius. We face financial statement exposure resulting from changes in the market value of our position in Sartorius. A 10% depreciation/appreciation on the quoted stock prices for ordinary and preference shares of Sartorius at December 31, 2025, would result in an approximate loss/gain of $566.9 million reported in the financial statement line (Gains) losses from change in fair market value of equity securities and loan receivable in our consolidated statements of income (loss) for the year ended December 31, 2025.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements

Page

Reports of Independent Registered Public Accounting Firm 37

Notes to Consolidated Financial Statements 46

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Bio-Rad Laboratories, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Bio-Rad Laboratories, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income (loss), comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the years in the three‐year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 12, 2026 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of the sufficiency of audit evidence over net sales

As discussed in Notes 1 and 16 to the consolidated financial statements, the Company recorded $2.6 billion of net sales for the year ended December 31, 2025. The Company is a multinational manufacturer and worldwide distributor of its own life science research products and clinical diagnostics products. The Company recognizes revenue through the sale of products, services, license of intellectual property and rental of instruments.

We identified the evaluation of the sufficiency of audit evidence over net sales as a critical audit matter. Evaluating the sufficiency of audit evidence obtained required subjective auditor judgment because of the Company’s global geographical dispersion and multiple revenue streams. This included determining the Company locations and revenue streams for which procedures were performed as well as the level of supervision and review to perform over the selected locations.

The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over net sales. For each location for which procedures were performed, we evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s net sales processes for the selected revenue streams. We performed a software-assisted data analysis to test relationships among certain revenue transactions. We assessed the recorded net sales for certain revenue streams by selecting a sample of revenue transactions during the year and comparing the amounts recognized by the Company to relevant underlying documentation such as contracts and shipping documents or other third-party evidence. We evaluated the sufficiency of the audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature and extent of such evidence over net sales.

/s/ KPMG LLP

We have served as the Company's auditor since 2013.

Santa Clara, California

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Bio‐Rad Laboratories, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Bio-Rad Laboratories, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income (loss), comprehensive income (loss), changes in stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 12, 2026 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Santa Clara, California

February 12, 2026

BIO-RAD LABORATORIES, INC.

Consolidated Balance Sheets

(In millions, except share data)

December 31,

ASSETS

Current assets:

Cash and cash equivalents $ 529.8 $ 488.1

Property, plant and equipment, net 539.9 528.1

Operating lease right-of-use assets 170.0 160.5

The accompanying notes are an integral part of these consolidated financial statements.

BIO-RAD LABORATORIES, INC.

Consolidated Balance Sheets

(continued)

(In millions, except share data)

December 31,

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accrued payroll and employee benefits 172.3 124.2

Current maturities of long-term debt and notes payable 1.3 1.2

Income and other taxes payable 36.6 31.2

Current operating lease liabilities 36.1 41.7

Long-term debt, net of current maturities 1,201.7 1,200.4

Commitments and contingent liabilities

Stockholders’ equity:

Accumulated other comprehensive loss (189.1) (538.2)

Total liabilities and stockholders’ equity $ 10,576.5 $ 9,364.1

The accompanying notes are an integral part of these consolidated financial statements.

BIO-RAD LABORATORIES, INC.

Consolidated Statements of Income (Loss)

(In millions, except number of shares, which are reflected in thousands, and per share data)

Year Ended December 31,

Selling, general and administrative expense 844.3 814.0 841.7

Impairment of purchased intangibles and related items, net 172.8 — —

Foreign currency exchange gains, net (6.6) (3.9) (7.3)

(Provision for) benefit from income taxes (235.6) 498.3 212.8

Basic earnings (loss) per share:

Diluted earnings (loss) per share:

Net income (loss) per diluted share $ 27.85 $ (65.36) $ (21.82)

The accompanying notes are an integral part of these consolidated financial statements.

BIO-RAD LABORATORIES, INC.

Consolidated Statements of Comprehensive Income (Loss)

(In millions)

Year Ended December 31,

Other comprehensive income (loss), net of tax:

Foreign other post-employment benefits adjustments 7.4 1.0 (12.8)

Net unrealized holding gains (losses) on cash flow hedge 0.1 — —

Other comprehensive income (loss), net of tax 349.1 (202.2) 130.8

The accompanying notes are an integral part of these consolidated financial statements.

BIO-RAD LABORATORIES, INC.

Consolidated Statements of Cash Flows

(In millions)

Year Ended December 31,

Cash flows from operating activities:

Dividend proceeds and miscellaneous receipts, net 81.0 86.1 100.1

Cash flows from investing activities:

Payments for purchases of property, plant and equipment (157.6) (165.6) (156.7)

Proceeds from dispositions of property, plant and equipment 0.1 0.1 0.2

Proceeds from divestiture of a division — — 2.5

Payments for business acquisitions, net of cash received (218.5) — —

Payments for acquired in-process research and development — (23.4) —

Proceeds from sales of marketable securities and investments 793.6 1,106.0 501.9

Net cash (used in) provided by investing activities (189.7) (160.2) 20.2

Cash flows from financing activities:

Payments on long-term debt (0.5) (0.4) (0.5)

Payments for debt issuance costs — (0.6) —

Tax payments from net share settlement (3.0) (3.4) (14.9)

Payments for purchases of treasury stock (295.5) (203.6) (428.7)

Payments of contingent consideration — (30.0) —

Net cash used in financing activities (283.2) (218.8) (425.6)

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that agrees to the same amounts shown in the consolidated statements of cash flows (in millions):

Year Ended December 31,

Restricted cash included in Other current assets 2.0 1.4 0.2

Restricted cash included in Other assets 0.4 0.3 0.4

These restricted cash items are primarily related to performance guarantees and other restricted deposits.

The accompanying notes are an integral part of these consolidated financial statements.

BIO-RAD LABORATORIES, INC.

Consolidated Statements of Changes in Stockholders’ Equity

(In millions)

Net income (loss) — — — (637.3) — (637.3)

Other comprehensive income (loss), net of tax — — — — 130.8 130.8

Share-based compensation expense — 61.3 — — — 61.3

Purchase of treasury stock — — (428.7) — — (428.7)

Excise tax on stock repurchase — — (4.3) — — (4.3)

Other comprehensive income (loss), net of tax — — — — (202.2) (202.2)

Share-based compensation expense — 62.3 — — — 62.3

Purchase of treasury stock — — (201.6) — — (201.6)

Reissuance of treasury stock — (44.8) 64.0 — — 19.2

Excise tax on stock repurchase — — (2.0) — — (2.0)

Other comprehensive income (loss), net of tax — — — — 349.1 349.1

Share-based compensation expense — 58.0 — — — 58.0

Purchase of treasury stock — — (292.6) — — (292.6)

Reissuance of treasury stock — (42.2) 58.0 — — 15.8

Excise tax on stock repurchase — — (2.9) — — (2.9)

The accompanying notes are an integral part of these consolidated financial statements.

BIO-RAD LABORATORIES, INC.

Notes to Consolidated Financial Statements

1. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements include the accounts of Bio-Rad Laboratories, Inc. and all of our wholly and majority owned subsidiaries (referred to in this report as “Bio-Rad,” “we,” “us,” “the Company” and “our”) after elimination of intercompany balances and transactions. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Use of Estimates

The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting periods. Bio-Rad bases its estimates on historical experience and on various other market-specific and other relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Such estimates include, but are not limited to, revenue recognition, the valuation of inventory, the valuation of acquired intangible assets and goodwill, valuation of accounts receivable, estimation of warranty reserve, useful lives of intangible assets and property, plant and equipment, fair value of equity awards, estimation of legal reserves, the recognition and measurement of current and deferred income tax assets and fair value measurement of the Loan receivable and other financial instruments. Actual results could differ materially from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and highly liquid investments with original maturities of three months or less which are readily convertible into cash.

Available-for-Sale Investments

Available-for-sale investments consist of corporate debt securities, municipal obligations, asset backed securities, U.S. government sponsored agencies securities and foreign government obligations. Management classifies investments at the time of purchase and reevaluates such classification at each balance sheet date. Investments with maturities beyond one year may be classified as short-term based on their liquid nature and because such marketable securities represent the investment of cash that is available for current operations. Available-for-sale investments are reported at fair value based on quoted market prices and other observable market data. Unrealized gains and losses are reported as a component of other comprehensive income (loss), net of any related tax effect. Realized gains and losses and other-than-temporary impairments on investments are included in Other income, net (see Note 12).

Concentration of Credit Risk

Financial instruments that potentially subject us to concentration of credit risk consist primarily of cash and cash equivalents, investments, foreign exchange contracts, trade accounts receivable and loans receivable. Cash and cash equivalents and investments are placed with various highly rated major financial institutions located in different geographic regions.

The forward contracts used in managing our foreign currency exposures have an element of risk in that the counterparties may be unable to meet the terms of the agreements. We attempt to minimize this risk by limiting the counterparties to a diverse group of highly-rated domestic and international financial institutions. In the event of non-performance by these counterparties, the carrying amounts of our financial instruments represent the maximum amount of loss we would have incurred as of our fiscal year-end.

Credit risk for trade accounts receivable is generally limited due to the large number of customers and their dispersion across many geographic areas. We manage our accounts receivable credit risk through ongoing credit evaluation of our customers' financial conditions. We generally do not require collateral from our customers.

Loans receivable represent the Loan extended to Sartorius-Herbst Beteiligungen II GmbH ("SHB") and is collateralized by the pledge of certain trust interests under the Sartorius family trust ("Trust"), which upon termination of the Trust represent the right to receive Sartorius ordinary shares. The collateral is subject to market volatility based on fluctuation in value of the Sartorius ordinary shares.

Accounts Receivable and Allowance for Credit Losses

We record trade accounts receivable at the net invoice value and such receivables are non-interest bearing. We consider receivables past due based on the contractual payment terms. Amounts later determined and specifically identified to be uncollectible are charged or written off against the allowance for credit losses.

Any adjustments made to our historical loss experience reflect current differences in asset-specific risk characteristics, including, for example, accounts receivable by customer type (public or government entity versus private entity) and by geographic location of the customer.

Changes in our allowance for credit losses were as follows (in millions):

December 31

Provision for expected credit losses (1.8) (0.6) 0.5

Write-offs charged against the allowance (1.9) (5.1) (0.6)

Inventory

Inventories are valued at the lower of cost and net realizable value and include material, labor and overhead costs. Cost is determined using standard costs, which approximate actual costs, and are relieved from inventory on a first-in, first-out basis. We assess the valuation of our inventory on a periodic basis and make adjustments to the value for estimated excess and obsolete inventory based on estimates and assumptions about future demand, economic conditions and actual usage, which require management judgment. Inventory write-downs are recognized in Cost of goods sold in our consolidated statements of income (loss). We classify our inventories based on our historical and anticipated levels of sales; any inventory in excess of its normal operating cycle is classified as long-term on our consolidated balance sheets. The long-term inventory was immaterial as of December 31, 2025 and 2024.

Property, Plant and Equipment, net

Property, plant and equipment are stated at cost, less accumulated depreciation and amortization. Additions and improvements are capitalized, and maintenance and repairs are expensed as incurred. Included in property, plant and equipment are buildings and equipment acquired under capital lease arrangements, reagent rental equipment and capitalized software, including costs for software developed or obtained for internal use.

Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. The estimated useful lives of property, plant and equipment are generally as follows:

Buildings 10 – 50 years

Reagent rental equipment 1 – 5 years

Equipment 3 – 12 years

Computer software 3 – 5 years

When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are relieved from the accounts and the net gain or loss is included in operating expenses.

Internal-Use Software Development Costs

Costs incurred in the development of internal use software during the application development stage are capitalized and included in Property, plant and equipment, net on the consolidated balance sheets. Such capitalized costs include costs directly associated with the development of the applications. Capitalization of such costs begins when the preliminary project stage is complete and ceases at the point the project is substantially complete and is ready for its intended purpose. Internal-use software is amortized on a straight-line basis over the estimated useful life of between 3-5 years. Costs incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred.

Leases

We determine if an arrangement is a lease at inception. Operating leases are included in Operating lease right-of-use (“ROU”) assets, Current operating lease liabilities, and Operating lease liabilities in our consolidated balance sheets. Finance leases are included in Property, plant and equipment, net, Current maturities of long-term debt and notes payable, and Long-term debt, net of current maturities in our consolidated balance sheets.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Operating lease ROU assets also include any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease. For purposes of determining the lease term used in the measurement of operating lease ROU assets and operating lease liabilities, we include the noncancellable period of the lease together with those periods covered by the option to extend the lease if we are reasonably certain to exercise that option, the periods covered by an option to terminate the lease if we are reasonably certain not to exercise that option, and the periods covered by the option to extend (or to not terminate) the lease in which exercise of the option is controlled by the lessor. Lease expense is recognized on a straight-line basis over the lease term. Where we act as lessee, we elected not to separate lease and non-lease components.

Intangible Assets

Our intangible assets primarily include goodwill, developed product technology, know how, licenses, tradenames, customer relationships/lists, and in-process research and development assets. Intangible assets with finite lives, which include developed product technology, know how, tradenames, licenses and customer relationships/lists, are carried at cost and amortized using the straight-line method over their estimated useful lives.

The estimated useful lives used in computing amortization of intangible assets are as follows:

Customer relationships/lists 4 – 16 years

Know how 14 years

Developed product technology 2 – 20 years

Licenses 12 – 13 years

Tradenames 6 – 10 years

Covenants not to compete 3 – 10 years

Intangible assets with indefinite lives, which include only goodwill and in-process research and development assets, are not amortized but instead are recorded at cost and evaluated at least annually for impairment.

Impairment of Long-Lived Assets

We review long-lived assets, such as property, plant and equipment and finite-lived intangible assets, for impairment whenever events indicate that the carrying amounts might not be recoverable. Recoverability of property, plant and equipment, and other finite-lived intangible assets are measured by comparing the projected undiscounted net cash flows associated with those assets to their carrying amounts. If an asset is considered impaired, it is written down to its fair value, which is determined based on the asset's projected discounted cash flows or appraised value, depending on the nature of the asset. For purposes of recognition of impairment for assets held for use, we group assets and liabilities at the lowest level for which cash flows are separately identifiable.

There were no impairments of finite-lived intangible assets for the years ended December 31, 2025, 2024 and 2023.

Impairment of Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. We conduct an impairment analysis for goodwill annually in the fourth quarter or more frequently if indicators of impairment exist or if a decision is made to sell or exit a business. Significant judgments are involved in determining if an indicator of impairment has occurred. Such indicators may include deterioration in general economic conditions, negative developments in equity and credit markets, adverse changes in the markets in which an entity operates, increases in input costs that have a negative effect on earnings and cash flows, or a trend of negative or declining cash flows over multiple periods, among others. The fair value that could be realized in an actual transaction may differ from that used to evaluate the impairment of goodwill.

We determined that there are two reporting units, which are the same as our operating segments, namely Life Science and Clinical Diagnostics. We generally estimate the fair value of the reporting units in goodwill impairment assessments using an income approach, which includes an analysis of the future cash flows expected to be generated and the risk associated with achieving such cash flows. This approach requires significant management judgment including the discount rate that is applied to the discretely forecasted future cash flows to calculate the present value of those cash flows and the estimate of future cash flows attributable to the reporting unit. Actual results may differ from management’s estimates. In the current year, we elected to perform a qualitative assessment of goodwill and determined that it is not more likely than not that the fair values of our reporting units are less than their carrying amounts and that goodwill is not impaired for any of our reporting units. There were no impairments of goodwill for the years ended December 31, 2025, 2024 and 2023.

Impairment of Indefinite-Lived Intangible Assets

For indefinite-lived intangible assets, which are comprised of in-process research and development assets, we conduct an impairment analysis annually in the fourth quarter or more frequently if indicators of impairment exist. We first perform a qualitative assessment to determine if it is more likely than not that the carrying amount of each of the in-process research and development assets exceeds its fair value. The qualitative assessment requires the consideration of factors such as adverse macroeconomic conditions, declining market and industry trends in which the Company operates, rising cost factors including inflation, and changes in projected future cash flows. If we determine it is more likely than not that the fair value is less than its carrying amount of the in-process research and development assets, a quantitative assessment is performed. The quantitative assessment compares the fair value of the in-process research and development assets to its carrying amount. If the carrying amount exceeds its fair value, an impairment loss is recognized for the excess. For the years ended December 31, 2024 and 2023, we elected to perform a qualitative assessment of indefinite-lived intangible assets and determined that it is not more likely than not that the fair value is less than its carrying amount and that in-process research and development was not impaired. For the year ended December 31, 2025, all in-process research and development assets were determined to be fully impaired and written off (see Note 4).

Income Taxes

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities reflect the tax effects of net operating losses, tax credits, and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. They are determined using enacted tax rates in effect for the year in which such temporary differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

We record deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. When we establish or reduce the valuation allowance against our deferred tax assets, our provision for income taxes will increase or decrease, respectively, in the period that determination to change the valuation allowance is made.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements on a particular tax position are measured based on the largest benefit that has a greater than a 50% likelihood of being realized upon settlement. The amount of unrecognized tax benefits is adjusted as appropriate for changes in facts and circumstances, such as significant amendments to existing tax law, new regulations or interpretations by the taxing authorities, new information obtained during a tax examination, or resolution of an examination. We recognize both accrued interest and penalties, where appropriate, related to unrecognized tax benefits in the provision for income taxes.

Revenue Recognition

We recognize revenue from operations through the sale of products, services, license of intellectual property and rental of instruments. Revenue from contracts with customers is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Revenue is recognized net of any taxes collected from customers (sales tax, value added tax, etc.), which are subsequently remitted to government authorities.

We enter into contracts that can include various combinations of products and services, which are generally accounted for as distinct performance obligations. A product or service is considered distinct if it is separately identifiable from other deliverables in the arrangement and if a customer can benefit from such product or service on its own or with other resources that are readily available to the customer. The transaction consideration is allocated between separate performance obligations of an arrangement based on the SSP for each distinct product or service.

We recognize revenue from product sales at the point in time when we have satisfied our performance obligation by transferring control of the product to the customer. We use judgment to evaluate whether and when control has transferred and consider the right to payment, legal title, physical possession, risks and rewards of ownership, and customer acceptance if it is not a formality, as indicators to determine the transfer of control to the customer. For products that include installation, the product and installation are separate performance obligations. The product revenue is recognized when control has transferred to the customer, generally upon delivery, and installation service revenue is recognized when the product installation is completed.

Service revenues on extended warranty contracts are recognized ratably over the life of the service agreement as a stand-ready performance obligation.For arrangements that include a combination of products and services, the transaction price is allocated to each performance obligation based on SSP.The method used to determine the SSP for product and service revenues is based on the observable prices when the product or services have been sold separately.

We recognize revenues for a functional license of intellectual property at a point in time when the control of the license and technology transfers to the customer.For license agreements that include sales or usage-based royalty payments to us, we recognize revenue at the later of (i) when the related sale of the product occurs, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied, or partially satisfied.

The primary purpose of our invoicing terms is to provide customers with simple and predictable methods of purchasing our products and services, not to either provide or receive financing to or from our customers. We record contract liabilities when cash payments are received or due in advance of our performance.

We do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.Our payment terms vary by the type and location of our customer, and the products and services offered.The term between invoicing and when payment is due is not significant.

In addition, we offer a reagent rental program which provides our customers the ability to use an instrument and consumables (reagents) on a per test basis.These agreements may also include maintenance of the instruments placed at customer locations as well as initial training.We initially determine if a reagent rental arrangement contains a lease at contract commencement.Where we have determined that such an arrangement contains a lease, we then determine the lease classification.Our reagent rental arrangements are predominantly classified as operating leases and any sales-type leases have historically been immaterial and we do not enter into direct finance leases.

We concluded that the use of the instrument (referred to as “lease elements”) in our reagent rental agreements is not governed by the revenue recognition guidance of ASC 606, Revenue from Contracts with Customers, but instead is addressed by the lease guidance in ASC 842, Leases.Accordingly, we first allocate the transaction price between the lease elements and the non-lease elements based on relative standalone selling prices. Our reagent rental arrangements are predominantly comprised of variable lease payments that fluctuate depending on the volume of reagents purchased, as such arrangements generally do not contain any fixed or minimum lease payments. Maintenance services and reagent sales are allocated to the non-lease elements and recognized as income over time as control is transferred. Maintenance services are recognized ratably over the period whereas reagents revenue is recognized upon transfer of control when either (i) the consumables are delivered or (ii) the consumables are consumed by the customer.

Revenue attributed to the lease elements of our reagent rental arrangements represented approximately 3% of total revenue in each of 2025, 2024 and 2023. Such revenue forms part of the Net sales in our consolidated statements of income (loss).

Contract costs:

As a practical expedient, we expense as incurred costs to obtain contracts as the amortization period would have been one year or less. These costs include our internal sales force and certain partner sales incentive programs and are recorded within Selling, general and administrative expense in our consolidated statements of income (loss).

Disaggregation of Revenue:

The disaggregation of our revenue by geographic region is based primarily on the location of the use of the product or service, and by industry segment sources. The disaggregation of our revenues by industry segment sources are presented in our Segment Information footnote (see Note 16).

Deferred revenues primarily represent unrecognized fees billed or collected for extended service arrangements, including installation services. The deferred revenue balance at December 31, 2025 and December 31, 2024 was $62.9 million and $61.5 million, respectively. The short-term deferred revenue balance at December 31, 2025 and December 31, 2024 was $48.9 million and $47.8 million, respectively. Deferred revenues are included in Other current liabilities and Other long-term liabilities in the consolidated balance sheets.

We warrant certain equipment against defects in design, materials and workmanship, generally for a period of one year. We estimate the cost of warranties at the time the related revenue is recognized based on historical experience, specific warranty terms and customer feedback. These costs are recorded within Cost of goods sold in our consolidated statements of income (loss).

Warranty liabilities are included in Other current liabilities and Other long-term liabilities in the consolidated balance sheets. Changes in our warranty liability were as follows (in millions):

December 31

Beginning balance $ 7.1 $ 8.4 $ 10.6

Provision for warranty 5.3 6.1 9.3

Actual warranty costs (6.3) (7.4) (11.5)

Ending balance $ 6.1 $ 7.1 $ 8.4

Shipping and Handling

We classify all freight costs billed to customers as Net sales. Related freight costs are recognized upon transfer of control of the promised products to customers as a fulfillment cost and included in Cost of goods sold.

Research and Development

All research and development costs are expensed as incurred. Types of expense incurred in research and development include materials and supplies, employee compensation, consulting and third-party services, depreciation, facility costs and information technology.

Foreign Currency

Balance sheet accounts of international subsidiaries are translated at the current exchange rates as of the end of each accounting period. Income statement items are translated at average exchange rates for the period. The resulting translation adjustments are recorded as a separate component of stockholders’ equity.

Foreign currency transaction gains and losses are included in Foreign currency exchange gains, net in the consolidated statements of income (loss). Transaction gains and losses result primarily from fluctuations in exchange rates when intercompany receivables and payables are denominated in currencies other than the functional currency of our subsidiary that recorded the transaction.

Forward Foreign Exchange Contracts

As part of distributing our products, we regularly enter into intercompany transactions. We enter into forward foreign exchange contracts to manage foreign exchange risk of future movements in exchange rates that affect foreign currency denominated intercompany receivables and payables. We do not use derivative financial instruments for speculative or trading purposes, nor do we seek hedge accounting treatment for any of our contracts. As a result, these contracts, generally with maturity dates of 90 days or less and denominated primarily in currencies of industrial countries, are recorded as an asset or liability measured at their fair value at each balance sheet date. The resulting gains or losses offset exchange gains or losses, on the related receivables and payables, all of which are recorded in Foreign currency exchange gains, net in the consolidated statements of income (loss). We classify the proceeds from forward foreign exchange contracts, net as cash flows from operating activities in our consolidated statements of cash flows.

Share-Based Compensation Plans

Share-based compensation expense for all share-based payment awards granted is determined based on the grant-date fair value. We recognize these compensation costs over the requisite service period of the award, which is generally the vesting term of the share-based payment awards. Forfeitures are recognized as they occur. These plans are described more fully in Note 11.

Earnings (Loss) Per Share

We compute Net income (loss) per share of Class A Common Stock ("Class A") and Class B Common Stock ("Class B") using the two-class method. Each share of Class A and Class B participates equally in earnings and losses, but may not participate equally in dividend distributions. No dividends were distributed or declared during any of the periods presented. Earnings (loss) is attributable equally to each share of Class A and Class B common stock and is determined based on the weighted average number of the respective class of common stock outstanding for the year.

Accordingly, Basic earnings (loss) per share is computed by dividing Net income (loss) attributable to Bio-Rad by the weighted average number of common shares outstanding for that period. Diluted earnings (loss) per share takes into account the effect of dilutive instruments, such as stock options, restricted stock and performance stock, and uses the average share price for the period in determining the number of potential common shares that are to be added to the weighted average number of shares outstanding. Potential common shares are excluded from the Diluted earnings (loss) per share calculation if the effect of including such securities would be anti-dilutive.

The weighted average number of common shares outstanding used to calculate Basic and diluted earnings (loss) per share, and the anti-dilutive shares that are excluded from the Diluted earnings (loss) per share calculation are as follows (in thousands):

Year Ended December 31,

Effect of potentially dilutive stock options, restricted

stock and performance stock awards 18 — —

Fair Value of Financial Instruments

For certain financial instruments, including cash and cash equivalents, short-term investments, accounts receivable, marketable securities, accounts payable and foreign exchange contracts, the carrying amounts approximate fair value.

The estimated fair value of financial instruments is based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) using available market information or other appropriate valuation methodologies in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Estimates are not necessarily indicative of the amounts that could be realized in a current market exchange as considerable judgment is required in interpreting market data used to develop estimates of fair value. The use of different market assumptions or estimation techniques could have a material effect on the estimated fair value (see Note 3).

Variable Interest Entities

We enter into relationships with or make investments in other entities that may be variable interest entities ("VIE"). A VIE is consolidated in the financial statements if we are the primary beneficiary. The primary beneficiary has the power to direct activities that most significantly impact the economic performance of the VIE and has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

In 2021, we extended a loan to a VIE, SHB, a private limited company incorporated under the laws of Germany (see Note 3). We have not consolidated this entity because we do not have the power to direct the activities that most significantly impact the VIE’s economic performance related to repayment of the loan or cash management of the SHB and, thus, we are not considered the primary beneficiary of the VIE. We believe that our maximum exposure to loss as a result of our involvement with the VIE is limited to the receivable due to us from the VIE under the terms of the loan.

Equity Investments

Investments in publicly traded companies in which we do not have the ability to exercise significant influence are reported at fair value, with unrealized gains and losses reported as a component of (Gains) losses from change in fair market value of equity securities and loan receivable in our consolidated statements of income (loss). Companies in which we do not have a controlling financial interest, but over which we have significant influence, are accounted for using the equity method (see Note 3). Our share of the after-tax earnings of equity method investees is included in Other income, net in our consolidated statements of income (loss). Investments in privately held companies in which we do not have the ability to exercise significant influence are accounted for using the cost method with adjustments for observable changes in price or impairments (see Note 3). We monitor our relationships with investees when changes occur that could affect whether we have the ability to exercise significant influence.

Recent Accounting Pronouncements Adopted

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". The ASU includes enhanced disclosure requirements, primarily related to the rate reconciliation and income taxes paid information. We adopted ASU 2023-09 effective January 1, 2025. This update has been adopted prospectively in the financial statements. See Note 8, Income Taxes for our updated presentation.

Recent Accounting Pronouncements to be Adopted

In November 2024, the FASB issued ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)". This ASU requires entities to disclose additional information about specific expense categories in the notes to financial statements. As clarified in ASU 2025-01, the guidance set forth in ASU 2024-03 is required to be adopted in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the effect of adopting this pronouncement on our disclosures.

In July 2025, the FASB issued ASU 2025-05, "Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets". The ASU allows a practical expedient election to simplify the expected credit loss estimation for accounts receivable and contract assets by assuming conditions as of the balance sheet date do not change for the remaining life of the asset. The ASU is applied prospectively and is effective for interim and annual reports beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made. We are currently evaluating whether to apply this practical expedient and if we do, what the impact may be to our financial statements.

In September 2025, the FASB issued ASU 2025-06, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software". The ASU removes all references to prescriptive and sequential software development stages and instead requires companies to start capitalizing software costs when: (a) management has authorized and committed to funding the software project and (b) it is probable that the project will be completed and the software will be used to perform the function intended. The ASU is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The ASU allows for adoption using a prospective transition approach, a modified transition approach or a retrospective transition approach. We are currently evaluating the impact to our financial statements and which method of adoption will be applied.

In November 2025, the FASB issued ASU 2025-09, "Derivatives and Hedging (Topic 815): Hedge Accounting Improvements". The objective of this ASU is to more closely align hedge accounting with the economics of an entity’s risk management activities. The amendments are intended to better reflect those strategies in financial reporting by enabling entities to achieve and maintain hedge accounting for highly effective economic hedges of forecasted transactions. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods and early adoption is permitted. We are currently evaluating the impact of these amendments on our consolidated financial statements.

In December 2025, the FASB issued ASU 2025-10, "Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities". The objective of this ASU is to establish a comprehensive framework for recognizing, measuring, and presenting government grants received by business entities. The amendments are intended to enhance consistency and transparency in financial reporting by providing clear guidance on how such grants should be accounted for within the financial statements. The amendments in this update are effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. We are currently evaluating the impact of these amendments on our consolidated financial statements.

In December 2025, the FASB issued ASU 2025‐11, “Interim Reporting (Topic 270): Narrow‐Scope Improvements.” The objective of this ASU is to enhance the clarity and usefulness of interim financial reporting by introducing targeted disclosure requirements designed to improve transparency for users of interim financial statements. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of these amendments on our consolidated financial statements.

2. ACQUISITIONS

Stilla Technologies Acquisition

On June 30, 2025 (the "Acquisition Date"), we acquired all equity interests of Stilla Technologies (“Stilla”).

Stilla is a commercial-stage life science company that develops and markets next-generation droplet digital Polymerase Chain Reaction ("PCR") systems, which supports a broad range of genetic and molecular testing applications. The strategic rationale for the transaction was to strengthen our offering in droplet digital PCR and facilitate entry into new molecular testing markets.

Because the acquired company met the definition of a business, the acquisition of Stilla was accounted for as a business combination, using the acquisition method of accounting.

The Stilla acquisition purchase consideration consisted of (i) $166.5 million cash consideration paid to the sellers, (ii) $47.6 million cash payments to debtors on behalf of Stilla, (iii) $15.0 million of cash paid to escrow accounts for representations and warranties of the sellers, and (iv) the fair value of the contingent consideration of $28.6 million. The contingent consideration of up to $50.0 million is payable upon the achievement of certain technological development and sales-related milestones.

The following table summarizes the preliminary allocation of the purchase consideration to the estimated fair values of the assets acquired and liabilities assumed at the Acquisition Date (in millions) with information available as of December 31, 2025:

Fair Value

Assets Acquired:

Cash and cash equivalents $ 10.6

Developed technology 94.9

Customer relationships 2.4

Other identifiable assets acquired 11.3

Liabilities Assumed:

Other current liabilities (15.6)

Other identifiable liabilities assumed (6.4)

Net identifiable assets acquired 97.2

Net assets acquired $ 257.7

The goodwill and identifiable intangible assets are not deductible for tax purposes. Goodwill related to the acquisition is primarily attributable to opportunities to further develop and enhance the droplet digital PCR systems and combining the operations and technologies of Bio-Rad and Stilla. Developed technology is accounted for as an intangible asset with a finite useful life. Goodwill will be tested for impairment annually and both the goodwill and intangible assets will be tested whenever there are indications of impairment, such as a significant decrease in the market value or a change in the expected useful life of technology. The amortization period and method will be reviewed periodically to ensure they reflect the technology's usage and economic value.

We may revise the preliminary estimates of the fair value of our assets acquired and liabilities assumed as additional information becomes available. In addition, the finalization of working capital adjustments may affect the total consideration transferred. These items are expected to be resolved prior to the end of the measurement period (which will not exceed 12 months from the Acquisition Date).

We included Stilla's estimated fair value of assets acquired and liabilities assumed in our consolidated balance sheets beginning on the Acquisition Date. The results of operations for Stilla post-acquisition are immaterial for the year ended December 31, 2025. Pro forma results of operations for the Stilla acquisition have not been presented because they are not material to the consolidated statements of income (loss).

The acquisition was included in our Life Science segment's results of operations from the Acquisition Date. The amount of acquisition-related costs was not material.

3. FAIR VALUE MEASUREMENTS AND INVESTMENTS

We determine the fair value of an asset or liability based on the assumptions that market participants would use in pricing the asset or liability in an orderly transaction between market participants at the measurement date. The identification of market participant assumptions provides a basis for determining what inputs are to be used for pricing each asset or liability. A fair value hierarchy has been established which gives precedence to fair value measurements calculated using observable inputs over those using unobservable inputs. This hierarchy prioritizes the inputs into three broad levels as follows:

•Level 1: Quoted prices in active markets for identical instruments

•Level 2: Other significant observable inputs (including quoted prices in active markets for similar instruments)

•Level 3: Significant unobservable inputs (including assumptions in determining the fair value of certain investments)

Financial assets and liabilities carried at fair value and measured on a recurring basis as of December 31, 2025 are classified in the hierarchy as follows (in millions):

Level 1 Level 2 Level 3 Total

Financial assets carried at fair value:

Cash equivalents:

Corporate debt securities $ — $ 1.6 $ — $ 1.6

U.S. government sponsored agencies securities — 59.9 — 59.9

Restricted investments (b) 1.1 — — 1.1

Loan under the fair value option (d) — — 373.4 373.4

Available-for-sale investments:

Corporate debt securities — 451.9 — 451.9

U.S. government sponsored agencies securities — 79.6 — 79.6

Foreign government obligations — 11.7 — 11.7

Municipal obligations — 14.9 — 14.9

Total available-for-sale investments (e) — 939.6 — 939.6

Forward foreign exchange contracts (f) — 1.2 — 1.2

Financial liabilities carried at fair value:

Forward foreign exchange contracts (g) $ — $ 1.8 $ — $ 1.8

Contingent consideration (h) — — 29.6 29.6

Total financial liabilities carried at fair value $ — $ 1.8 $ 29.6 $ 31.4

Financial assets and liabilities carried at fair value and measured on a recurring basis as of December 31, 2024 are classified in the hierarchy as follows (in millions):

Level 1 Level 2 Level 3 Total

Financial assets carried at fair value:

Cash equivalents:

Time deposits $ — $ 31.2 $ — $ 31.2

U.S. government sponsored agencies securities — 14.9 — 14.9

Restricted investments (b) 1.6 — — 1.6

Loan under the fair value option (d) — — 317.5 317.5

Available-for-sale investments:

Corporate debt securities — 533.6 — 533.6

U.S. government sponsored agencies securities — 118.6 — 118.6

Foreign government obligations — 5.2 — 5.2

Municipal obligations — 9.4 — 9.4

Total available-for-sale investments (e) — 1,097.6 — 1,097.6

Forward foreign exchange contracts (f) — 8.8 — 8.8

Financial liabilities carried at fair value:

Forward foreign exchange contracts (g) $ — $ 2.4 $ — $ 2.4

Total financial liabilities carried at fair value $ — $ 2.4 $ — $ 2.4

(a) Cash equivalents are included in Cash and cash equivalents in the consolidated balance sheets.

(b) Restricted investments are included in Other investments in the consolidated balance sheets.

Short-term investments $ 71.3 $ 78.8

(d) The Loan under the fair value option is included in Other investments in the consolidated balance sheets.

(e) Available-for-sale investments are included in Short-term investments in the consolidated balance sheets.

(f) Forward foreign exchange contracts in an asset position are included in Other current assets in the consolidated balance sheets.

(g) Forward foreign exchange contracts in a liability position are included in Other current liabilities in the consolidated balance sheets.

(h) Contingent consideration in a liability position is included in Other long-term liabilities in the consolidated balance sheets. Changes in the estimated fair value of the contingent consideration are included in Research and development expense for the technological milestone and Selling, general and administrative expense for the sales-related milestone.

Level 1 Fair Value Measurements

As of December 31, 2025, we owned 12,987,900 ordinary voting shares and 9,588,908 preference shares of Sartorius, of Goettingen, Germany, a process technology supplier to the biotechnology, pharmaceutical, chemical and food and beverage industries. We owned approximately 38% of the outstanding ordinary shares (excluding treasury shares) and 28% of the preference shares of Sartorius as of December 31, 2025. The Sartorius family trust (Sartorius family members are beneficiaries of the trust) holds a majority interest of the outstanding ordinary shares of Sartorius. We do not have the ability to exercise significant influence over the operating and financial policies of Sartorius primarily because we do not have any representative or designee on Sartorius' board of directors and have tried and failed to obtain access to operating or financial information necessary to apply the equity method of accounting.

The change in fair market value of our investment in Sartorius for the twelve months ended December 31, 2025 was a gain of $872.6 million and is recorded in our consolidated statements of income (loss).

Level 2 Fair Value Measurements

To estimate the fair value of Level 2 debt securities as of December 31, 2025 and 2024, our primary pricing provider uses Refinitiv as the primary pricing source. Our pricing process allows us to select a hierarchy of pricing sources for securities held. If Refinitiv does not price a Level 2 security that we hold, then the pricing provider will utilize our custodian supplied pricing as the secondary pricing source.

Available-for-sale investments consist of the following (in millions):

Short-term investments:

U.S. government sponsored agencies securities 79.1 0.5 — — 79.6

Foreign government obligations 11.6 0.1 — — 11.7

The following is a summary of the amortized cost and estimated fair value of our debt securities at December 31, 2025 by contractual maturity date (in millions):

AmortizedCost Estimated FairValue

Mature in less than one year $ 57.6 $ 57.8

Mature in more than five years 280.8 282.7

Available-for-sale investments consist of the following (in millions):

AmortizedCost UnrealizedGains UnrealizedLosses EstimatedFairValue

Short-term investments:

Municipal obligations 9.5 — (0.1) 9.4

U.S. government sponsored agencies securities 119.5 0.1 (1.0) 118.6

Foreign government obligations 5.2 — — 5.2

As of December 31, 2025, there were no significant continuous unrealized losses greater than 12 months.

Our evaluation of credit losses for available-for-sale investments included the extent to which the fair value is less than the amortized cost basis, adverse conditions specifically related to the debt security, an industry or geographic area, and any changes in the rating of a security by a rating agency. Credit loss impairments are limited to the amount that the fair value of an instrument is less than its amortized cost basis.

At December 31, 2025, we concluded that all payments related to our available-for-sale investments are expected to be made in full and on time at par value. The diminution of value in the intervening period is due to market conditions such as illiquidity and interest rate movements and not due to significant, inherent credit concerns surrounding the issuer. As a result, we have no allowances for credit losses on our available-for-sale investments portfolio as of December 31, 2025.

Included in Other current assets are $11.9 million and $13.1 million of interest receivable as of December 31, 2025 and December 31, 2024, respectively, primarily associated with securities in our available-for-sale investments portfolio. Associated interest on these securities is typically payable semi-annually. Due to the short-term nature of our interest receivable asset, we have made an accounting policy election not to measure an allowance for credit losses for accrued interest receivable. We consider any uncollected interest receivable that is overdue greater than one year to be impaired for purposes of write-off. For the year ended December 31, 2025, we have not written off any uncollected interest receivable.

We enter into forward foreign exchange contracts to manage foreign exchange risk arising from movements in foreign exchange rates that affect foreign currency denominated cash, account receivables and payables. We do not use derivative financial instruments for speculative or trading purposes. We do not seek hedge accounting treatment for these balance sheet hedge contracts. As a result, these contracts, generally with maturity dates of 90 days or less, are recorded at their fair value at each balance sheet date. The estimated fair value of these contracts was derived using the spot rates and forward points from Refinitiv on the last business day of the quarter. The resulting gains or losses from foreign exchange contracts are expected to offset remeasurement losses or gains from foreign currency exposures being hedged, both of which are included in Foreign currency exchange gains, net in the consolidated statements of income (loss).

The following is a summary of our foreign currency forward contracts (in millions) that are classified as balance sheet hedges:

December 31,

Contracts maturing in January through March 2026 to sell foreign currency:

Notional value $ 870.3

Unrealized gain/(loss) $ (1.0)

Contracts maturing in January through March 2026 to purchase foreign currency:

Notional value $ 107.4

Unrealized gain/(loss) $ 0.4

Included in Other investments in the consolidated balance sheets are investments without readily determinable fair value measured at cost with adjustments for observable price changes or impairments. The carrying amount of these investments was $23.0 million as of each of December 31, 2025 and December 31, 2024.

Also included in Other investments in the consolidated balance sheets are our equity method investments, for which our share of the equity method investees earnings is included in Other income, net in our consolidated statements of income (loss). The carrying amount of these investments, net of impairments, was $36.9 million and $27.9 million as of December 31, 2025 and December 31, 2024, respectively.

The carrying amount and fair value of our long-term debt was as follows (in millions):

Carrying Amount Fair Value Carrying Amount Fair Value

The fair value of our long-term debt was determined based on quoted market prices and on borrowing rates available to the Company at the respective period ends, which represent level 2 measurements.

Level 3 Fair Value Investments

During the fourth quarter of 2021, we extended a collateralized loan to Sartorius-Herbst Beteiligungen II Gmbh ("SHB"), a private limited company incorporated under the laws of Germany, with a principal amount of €400 million due on January 31, 2029, subject to certain events which could trigger payment prior to maturity (“Loan”). SHB used the Loan proceeds to partially finance the acquisition of interests under the Sartorius family trust (“Trust”) from a beneficiary of the Trust. The Loan is collateralized by the pledge of certain of the Trust interests, which upon termination of the Trust in mid-2028 represent the right to receive Sartorius ordinary shares. Interest on the loan is payable annually in arrears at 1.5% per annum, and the entire principal amount is due at maturity. In addition to contractual interest, we are entitled to certain value appreciation rights associated with the acquired Trust interests, which upon termination of the Trust represent the right to receive Sartorius ordinary shares, that is due upon repayment of the Loan. We elected the fair value option under ASC 825, Financial Instruments for accounting of the Loan to SHB to simplify the accounting. The fair value of the Loan and value appreciation right is estimated under the income approach using a discounted cash flow, and option pricing model, respectively, which results in a fair value measurement categorized in Level 3. The significant assumptions used to estimate fair value of the Loan include an estimate of the discount rate and cash flows of the Loan and the significant assumptions used to estimate the fair value of the value appreciation right include volatility, the risk-free interest rate, expected life (in years) and expected dividend. The inputs are subject to estimation uncertainty and actual amounts realized may materially differ. An increase in the expected volatility may result in a significantly higher fair value, whereas a decrease in expected life may result in a significantly lower fair value. All subsequent changes in fair value of the Loan and value appreciation right, including accrued interest are recognized in (Gains) losses from change in fair market value of equity securities and loan receivable in our consolidated statements of income (loss). The overall

change in fair market value reflected in (Gains) losses from change in fair market value of equity securities and loan receivable during the twelve months ended December 31, 2025 was a gain of $12.4 million, which includes a $16.1 million gain from change in fair market value of the Loan and a $3.7 million loss from change in fair market value of the value appreciation right. The increase in the fair market value of the loan receivables was due to a closer maturity date and lower discount rate. As of December 31, 2025, the €400.0 million principal amount of the loan is still due on January 31, 2029.

The following table provides a reconciliation of the Level 3 Loan measured at estimated fair value (in millions):

Change in estimated fair market value, net 12.4

Foreign currency adjustments gains (losses), net 43.5

During the second quarter of 2025, we recognized a contingent consideration liability upon our acquisition of Stilla, which represents future potential payments of up to $50.0 million, payable in cash upon the achievement of certain technological and sales-related milestones, commencing on the Acquisition Date through December 31, 2026 and 2027, respectively. At the Acquisition Date, the fair value of the contingent consideration of $28.5 million was determined by using a probability-weighted expected return model for both the achievement of the technological and sales-related milestones. The significant assumptions used to estimate the fair value of the contingent consideration include an estimate of the probability of achievement and the discount rate. The probability of achievement is subject to estimation uncertainty and actual amounts realized may materially differ. An increase in the expected probability of achievement may result in a higher fair value, whereas a decrease in expected probability of achievement may result in a lower fair value. The fair value of the contingent consideration is remeasured at each reporting period based on the assumptions and inputs on the date of remeasurement. The fair value of the estimated contingent consideration was $29.6 million as of December 31, 2025.

The following table provides a reconciliation of the Level 3 Stilla contingent consideration liability in the aggregate measured at estimated fair value (in millions):

Stilla contingent consideration 28.5

Measurement period adjustment 0.1

Change in estimated fair value 1.0

The following table provides quantitative information about Level 3 inputs for fair value measurement of our Stilla contingent consideration liability as of December 31, 2025. Significant increases or decreases in these inputs in isolation could result in a significantly lower or higher fair value measurement.

Valuation Technique Unobservable Input Percentage

Stilla Probability-weighted expected return model Discount rate 4.1 %

4. GOODWILL AND OTHER PURCHASED INTANGIBLE ASSETS

Changes to goodwill by segment were as follows (in millions):

LifeScience ClinicalDiagnostics Total LifeScience ClinicalDiagnostics Total

Balances as of December 31:

Foreign currency adjustments (0.6) 9.4 8.8 — (3.1) (3.1)

Balances as of December 31:

Information regarding our identifiable purchased intangible assets with finite and indefinite lives is as follows (in millions):

Covenants not to compete 0.5 6.5 (6.3) 0.2

Covenants not to compete 1.3 6.4 (5.5) 0.9

In-process research and development 192.7 — 192.7

Amortization expense related to purchased intangible assets for the years ended December 31, 2025, 2024 and 2023 was $23.8 million, $21.2 million and $23.8 million, respectively. Estimated future amortization expense related to existing purchased intangible assets for the years ending December 31, 2026, 2027, 2028, 2029, 2030 and thereafter is $23.4 million, $21.0 million, $21.0 million, $15.3 million, $13.8 million, and $79.8 million, respectively.

In 2022, the Company acquired Curiosity Diagnostics, Sp. Z. o. o. (“Curiosity”). At the time of the acquisition, Curiosity was developing a sample-to-answer, rapid diagnostics system for the molecular diagnostics market and the in-process research and development (“IPR&D”) asset was valued at $99.0 million. The IPR&D was recorded in one of our foreign subsidiaries and has been translated at each reporting period based on current exchange rates. In December 2025, the Company made a decision to focus on its core diagnostic business within the Clinical Diagnostics segment and to discontinue development of the IPR&D. The IPR&D has no defensive or marketable value and was determined to be abandoned. At the time of impairment, the carrying amount of the IPR&D was $127.7 million. The expense is reflected in Impairment of purchased intangibles and related items, net in the consolidated statements of income (loss) for the year ended December 31, 2025, within the Clinical Diagnostics segment. For accounting purposes, the abandonment triggered a substantial liquidation of the business of the foreign subsidiary (see Note 10).

In 2021, the Company acquired Dropworks, Inc. (“Dropworks”). At the time of the acquisition, Dropworks was developing a droplet digital PCR device with a lower cost one-step workflow and the IPR&D was valued at $81.7 million. The completion of the technology had been delayed and the Company has revised its revenue forecast associated with Dropworks in December 2025. The IPR&D was measured for impairment using a discounted cash flow model based on a revision of our Level 3 valuation inputs and was determined to be fully impaired. The IPR&D has no defensive or marketable value. The expense is reflected in Impairment of purchased intangibles and related items, net in the consolidated statements of income (loss) for the year ended December 31, 2025, within the Life Science segment.

5. INVENTORY

Following are the components of Inventory at December 31, 2025 and December 31, 2024 (in millions):

Inventory:

6. PROPERTY, PLANT AND EQUIPMENT, NET

Following are the components of Property, plant and equipment, net at December 31, 2025 and December 31, 2024 (in millions):

Property, plant and equipment:

Land and improvements $ 28.9 $ 27.8

Building and leasehold improvements 449.4 426.3

Total property, plant and equipment 1,800.9 1,637.3

Less: accumulated depreciation and amortization (1,261.0) (1,109.2)

Property, plant and equipment, net $ 539.9 $ 528.1

Depreciation expenses during the years ended December 31, 2025, 2024 and 2023 were $141.4 million, $130.1 million and $121.7 million, respectively.

7. NOTES PAYABLE AND LONG-TERM DEBT

The principal components of long-term debt are as follows (in millions):

Less unamortized discounts and debt issuance costs (7.0) (8.8)

Finance leases and other debt 10.0 10.4

Less current maturities (1.3) (1.2)

Under domestic and international lines of credit, standby letters of credit and guarantee arrangements, we had $207.9 million available for borrowing and usage as of December 31, 2025, which was reduced by $16.6 million that was utilized for standby letters of credit and guarantee arrangements issued by our banks to support our obligations.

Senior Notes due 2027 and 2032

In March 2022, pursuant to an indenture we issued $400.0 million in principal amount of Senior Notes due March 2027 (the “2027 Notes”) and $800.0 million in principal amount of Senior Notes due March 2032 (the “2032 Notes” and, together with the 2027 Notes, the “Notes”). The issuance of the 2027 Notes yielded net cash proceeds of $395.7 million at an effective rate of 3.53% and the issuance of the 2032 Notes yielded net cash proceeds of $790.5 million at an effective rate of 3.84%. The 2027 Notes and the 2032 Notes pay a fixed rate of interest of 3.3% and 3.7% per annum, respectively. Interest on the Notes is payable semiannually in arrears on March 15 and September 15 of each year until the principal is paid or made available for payment. We have the option to redeem the Notes at any time, in whole or in part, at a redemption price calculated in accordance with the indenture, plus accrued and unpaid interest thereon to the redemption date. In the event of a change of control, the holders may require us to repurchase for cash all or a portion of their notes at a purchase price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest, if any. Our obligations under the Notes are unsecured senior obligations that rank equally in right of payment with all of our other existing and future unsecured, unsubordinated debt. The Notes include covenants that limit our ability to, among other things, (i) grant specified liens, (ii) engage in specified sale and leaseback transactions, (iii) consolidate or merge with or into other companies or (iv) sell all or substantially all of our assets. We were in compliance with these covenants as of December 31, 2025.

Credit Agreement

In February 2024, we entered into a new $200.0 million unsecured revolving credit agreement ("Revolving Credit Agreement") with a group of financial institutions. The Revolving Credit Agreement replaced the Company's previous credit agreement, dated as of April 15, 2019. Borrowings under the Revolving Credit Agreement are on a revolving basis and can be used to make acquisitions, for working capital and for other general corporate purposes. The Revolving Credit Agreement requires Bio-Rad to comply with certain financial ratios and other customary covenants and provisions. We were in compliance with these covenants as of December 31, 2025. The Revolving Credit Agreement matures in February 2029. As of December 31, 2025, no borrowings were outstanding under the Revolving Credit Agreement; however, $6.0 million was utilized for domestic standby letters of credit that reduced our borrowing availability as of December 31, 2025. If we had borrowed against our Revolving Credit Agreement, the borrowing rate would have been 5.00% at December 31, 2025, which is based on the 3-month Secured Overnight Financing Rate ("SOFR").

Maturities of finance leases and other debt at December 31, 2025 were as follows (in millions):

Total maturities of finance leases and other debt $ 1,210.0

8. INCOME TAXES

The U.S. and foreign components of income (loss) before taxes are as follows (in millions):

Year Ended December 31,

The provision for (benefit from) income taxes consists of the following (in millions):

Year Ended December 31,

Current tax expense:

Deferred tax expense (benefit):

Non-current tax expense 2.1 5.0 6.6

Provision for (benefit from) income taxes $ 235.6 $ (498.3) $ (212.8)

The reconciliation between our effective tax rate on income (loss) before taxes and the statutory tax rate is as follows (in millions):

Amount Percent

U.S. federal statutory tax rate $ 209.1 21.0 %

State and local income taxes, net of federal effect (a) 13.5 1.4 %

Effect of cross border tax laws

Basis difference in investments 35.0 3.5 %

Tax credits (5.3) (0.5) %

Valuation allowances 16.8 1.7 %

Nontaxable or nondeductible items 5.5 0.6 %

Other adjustments 1.9 0.2 %

Foreign tax effects

Germany

Investment revaluation (53.5) (5.4) %

Other foreign jurisdictions 15.5 1.5 %

Changes in unrecognized tax benefits 1.4 0.1 %

Provision for income taxes $ 235.6 23.7 %

(a) State taxes in Massachusetts, New York, Maryland, New Jersey, Illinois, Minnesota and Tennessee comprise the majority of the tax effect in this category.

As previously disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, the reconciliation between our effective tax rate on income (loss) before taxes and the statutory tax rate is as follows:

Year Ended December 31,

U. S. statutory tax rate 21.0 % 21.0 %

Impact of foreign operations (11.1) (20.4)

U.S. taxation of foreign income 11.3 23.8

Benefit from income taxes 21.3 % 25.0 %

On December 22, 2017, the U.S. enacted comprehensive tax legislation (the “Tax Act”).The Tax Act made broad and complex changes to the U.S. tax code, including the imposition of a one-time mandatory deemed repatriation tax (“Transition Tax”) on certain earnings accumulated offshore since 1986 and the reduction of the corporate tax rate from 35% to 21% for U.S. taxable income, resulting in a one-time remeasurement of U.S. federal deferred tax assets and liabilities. The Tax Act also amended Internal Revenue Code Section 174 requiring capitalization of research and experimentation expenditures. The capitalized expenses are amortized over a period of 5 or 15 years.

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which included an Alternative Minimum Tax based on the Adjusted Financial Statement Income of Applicable Corporations. We do not believe the Inflation Reduction Act will have a material impact on our income tax provision and cash taxes, but we continue to monitor U.S. Department of the Treasury guidance and regulations.

On July 4, 2025, the United States enacted tax reform through the One Big Beautiful Bill Act ("OBBBA"). Included in this legislation are provisions that allow for the immediate expensing of domestic United States research and development expenses, immediate expensing of certain capital expenditures, and other changes to the U.S. taxation of profits derived from foreign operations. At this time, we do not believe the OBBBA will have a material impact on our income tax provision, but we continue to monitor and evaluate the full impact of these legislative changes as more guidance becomes available from the U.S. Department of the Treasury.

Our effective income tax rates were 23.7%, 21.3% and 25.0% for the years ended December 31, 2025, 2024 and 2023, respectively. The effective tax rates for the years ended December 31, 2025, 2024 and 2023 were primarily driven by the unrealized gain/loss in equity securities that was taxed at 23.0%, 22.6% and 22.3%, respectively,as well as the geographic mix of earnings.

Many jurisdictions in which we operate have statutory tax rates that differ from the U.S. statutory tax rate of 21%. Our effective tax rate is impacted, either favorably or unfavorably, by many factors including, but not limited to the jurisdictional mix of income before tax, changes to statutory tax rates, changes in tax laws or regulations, tax audits and settlements, and generation of tax credits.

The cash paid for income taxes (net of refunds) is as follows (in millions):

Year Ended December 31,

U.S. Federal $ 41.0

U.S. State and local 8.2

Foreign

Germany (5.5)

Total foreign 12.4

Cash paid for income taxes (net of refunds) $ 61.6

Deferred tax assets and liabilities reflect the tax effects of losses, credits, and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of deferred tax assets and liabilities are as follows (in millions):

December 31,

Deferred tax assets:

Bad debt, inventory and warranty accruals $ 31.4 $ 28.2

Other post-employment benefits, vacation and other reserves 14.7 17.0

Tax credit and net operating loss carryforwards 166.3 131.0

Total gross deferred tax assets 285.5 251.0

Deferred tax liabilities:

Property and equipment 34.0 37.7

Investments and intangible assets 1,102.0 858.1

Net deferred tax liabilities $ (1,014.4) $ (771.4)

The realization of deferred tax assets is dependent upon the generation of sufficient taxable income of the appropriate character in future periods.We regularly assess our ability to realize our deferred tax assets and establish a valuation allowance if it is more likely than not that some portion, or all, of our deferred tax assets will not be realized.In assessing the realizability of our deferred tax assets, we weigh all available positive and negative evidence.Due to the weight of objectively verifiable negative evidence, we believe that it is more likely than not that certain of our federal, state and foreign deferred tax assets will not be realized as of December 31, 2025, and have maintained a valuation allowance on such deferred tax assets.

The valuation allowance for deferred tax assets is as follows (in millions):

December 31,

BIO US Equity

BIO · 10-K · period ended 2025-12-31

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

BIO US Equity☆

BIO · 10-K · period ended 2025-12-31

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

BIO US Equity