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

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, describes the principal factors affecting the results of our operations, financial condition and changes in financial condition, as well as our critical accounting policies and estimates. You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and notes to those statements appearing elsewhere in this report. The dollar amounts listed in the tables presented in Management’s Discussion and Analysis of Financial Condition and Results of Operations are in millions of U.S. Dollars.

Any statements other than statements of historical fact contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this Annual Report on Form 10-K may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Without limiting the foregoing, the words “believe,” “anticipate,” “plan,” “expect,” “seek,” “may,” “will,” “intend,” “estimate,” “should,” and similar expressions are intended to identify forward-looking statements.

Forward-looking statements include, but are not limited to, statements regarding:

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the impact of supply chain challenges on our business and operations;

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our working capital requirements and the sufficiency of our cash, borrowings and proceeds of indebtedness to fund our operations and investment activities;

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our plans to make capital investments;

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the impact of changes to tax and accounting rules and changes in law;

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fluctuations in estimates impacting costs related to our self-funded health insurance plan;

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our expectations regarding backlog and revenue;

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our expectations and the impact of our restructuring initiatives;

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the impact of our global IT transformation activities;

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the impact of foreign currency exchange rates and changes in commodity prices; and

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any other statements that address events or developments that the Company intends or believes will or may occur in the future.

Actual results may differ from those referred to in any forward-looking statements due to a number of factors, including, but not limited to, the risks described in Part I, Item 1A “Risk Factors” in this Annual Report on Form 10-K. We expressly disclaim any intent or obligation to update these forward-looking statements other than as required by law.

We can experience quarter-to-quarter fluctuations in our operating results as a result of various factors, some of which are outside our control. The aforementioned various factors include:

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general economic conditions, including inflation, the threat of recession, financial liquidity, currency volatility or devaluation, supply chain or manufacturing capabilities, uncertain economic conditions in the United States and abroad, and additional tariffs, including those imposed or that may be imposed or changed by the current presidential administration in the U.S. and uncertainties relating to the same;

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geopolitical tensions, including those that have or may have impact on our customers, such as the conflict between Russia and Ukraine and related economic sanctions, the conflict in the Middle East and surrounding areas, the possible expansion

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of such conflicts and potential geopolitical consequences, the ongoing tensions between the United States and China, tariff and trade policy changes, and increasing potential conflict involving countries in Asia that are significant to the Company’s supply chain operations, such as Taiwan and China;

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the impacts of climate change and certain weather-related disruptions;

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the timing of governmental stimulus programs and academic research budgets;

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the time it takes between the date customer orders and deposits are received, systems are shipped and accepted by our customers and full payment is received;

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foreign currency exchange rates;

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the worldwide shortage of semiconductor chips, components, and raw materials, such as copper;

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changes in raw material, component, and logistics costs;

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the time it takes for us to receive critical materials to manufacture our products;

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the time it takes to satisfy local customs requirements and other export/import requirements;

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the time it takes for customers to construct or prepare their facilities for our products;

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the time required to obtain governmental licenses;

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our ability to achieve desired cost savings;

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our ability to identify suitable acquisition targets and successfully integrate and manage acquired business; and

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costs related to acquisitions of technology or businesses.

Several of these factors have in the past affected and may continue to affect the amount and timing of revenue recognized on sales of our products and receipt of related payments and will likely continue to do so in the future. Accordingly, our operating results in any particular quarter may not necessarily be an indication of any future quarter’s operating performance.

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OVERVIEW

We are a developer, manufacturer, and distributor of high-performance scientific instruments and analytical and diagnostic solutions that enable our customers to explore life and materials at microscopic, molecular, and cellular levels. Our corporate headquarters are located in Billerica, Massachusetts. We maintain major research and development and manufacturing centers in Europe, Asia, and North America and we have commercial offices located throughout the world. Bruker is organized into four reportable segments: BSI BioSpin Segment, the BSI CALID Segment, the BSI NANO Segment, and the BEST Segment.

Consolidated Results

The following table presents a summary of our consolidated results as of the year ended December 31, 2025, and 2024:

Year EndedDecember 31,

GAAP Financial Measures:

Revenue year-on-year Growth Rate 2.1 % 13.6 %

Gross Profit Margin 45.9 % 49.0 %

Operating Income Margin 2.0 % 7.5 %

Net cash provided by operating activities $ 134.1 $ 251.3

Non-GAAP Financial Measures (see “Non-GAAP Measures” below):

Non-GAAP Constant-exchange rate (“CER”) currency revenue $ 3,358.9 $ 3,379.5

Non-GAAP Gross Profit Margin 49.8 % 51.6 %

Non-GAAP Operating Income $ 433.1 $ 518.0

Non-GAAP Operating Income Margin 12.6 % 15.4 %

Non-GAAP Free Cash Flow $ 43.3 $ 136.0

Discussion of GAAP financial measures follows in the Results of Operations paragraphs.

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Non-GAAP Measures

Uses and definitions

Although our consolidated financial statements have been prepared in accordance with GAAP, we believe that describing revenue excluding the effects of foreign currency, and expenses excluding costs related to restructuring actions, impairment costs, acquisitions, integration and IT transformation expenses, amortization of acquired intangible assets, and other costs (“non-GAAP adjustments”), provides meaningful supplemental information regarding our performance but should not be considered in isolation from or as a replacement for the most directly comparable GAAP financial measures. We rely internally on certain measures that are not calculated according to GAAP. These measures include non-GAAP constant exchange rate (“CER”) currency revenue growth, non-GAAP organic revenue growth, non-GAAP gross profit, non-GAAP gross profit margin, non-GAAP operating income, non-GAAP operating margin, and non-GAAP free cash flow.

Our management believes that these financial measures provide relevant and useful information that is widely used by equity analysts, investors, and competitors in our industry, as well as by our management, in assessing both consolidated and business unit performance and are useful measures to evaluate our continuing business. Additionally, management believes free cash flow is a useful measure to evaluate our business as it indicates the amount of cash generated after additions to property, plant, and equipment which is available for, among other things, investments in our business, acquisitions, share repurchases, dividends, and repayment of debt.

We regularly use these non-GAAP financial measures internally to understand, manage, and evaluate our business results and make operating decisions. We also measure our employees and compensate them, in part, based on such non-GAAP measures and use this information for our planning and forecasting activities. These measures may also be useful to investors in evaluating the underlying operating performance of our business. The presentation of these non-GAAP financial measures is not intended to be a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP, and it may be different from non-GAAP financial measures used by other companies and therefore may not be comparable among companies.

We define our non-GAAP financial measures as follows:

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Non-GAAP CER currency revenue growth as GAAP revenue excluding the effect of changes in foreign currency translation rates.

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Non-GAAP Organic revenue growth as GAAP revenue excluding the effect of changes in foreign currency translation rates and acquisitions.

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Non-GAAP gross profit as GAAP gross profit excluding non-GAAP adjustments.

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Non-GAAP gross profit margin as GAAP gross profit margin excluding the impact of non-GAAP adjustments.

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Non-GAAP operating income as GAAP operating income excluding non-GAAP adjustments.

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Non-GAAP operating income margin as GAAP operating income margin excluding the impact of non-GAAP adjustments.

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Non-GAAP free cash flow as GAAP net cash provided by operating activities less additions to property, plant, and equipment.

Reconciliations of GAAP to Non-GAAP financial measures

GAAP revenue to non-GAAP CER currency and organic revenue:

Year EndedDecember 31,

Effect of changes in foreign currency translation rates (77.6 ) 13.1

The non-GAAP CER revenue decline during the year ended December 31, 2025, was driven primarily by slower demand in industrial and semiconductor markets for our analytical instruments, partially offset by higher revenue from hospital and clinical markets as well as the current year impact of recent acquisitions.

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GAAP gross profit and gross profit margin to non-GAAP gross profit and gross profit margin:

Year EndedDecember 31,

Non-GAAP adjustments:

Acquisition-related costs 9.9 0.3 % 22.0 0.7 %

Purchased intangible amortization 58.4 1.7 % 47.8 1.4 %

Intangible assets impairment charges 18.3 0.5 % 0.4 —

The decrease in non-GAAP gross profit and gross profit margin during the year ended December 31, 2025, was driven by an increase in cost of goods sold due to higher U.S. tariffs, foreign exchange headwinds from a declining U.S. Dollar, and the overall revenue mix, partially offset by the impact of cost savings initiatives.

GAAP operating income and operating margin to non-GAAP operating income and operating margin:

Year EndedDecember 31,

Non-GAAP adjustments:

Acquired in-process research and development expenses 13.5 0.4 % — —

Acquisition-related hybrid liability adjustments (50.2 ) (1.5 )% 24.1 0.8 %

Purchased intangible amortization 121.2 3.5 % 99.1 2.9 %

Acquisition-related litigation charges 35.3 1.0 % 46.0 1.4 %

Goodwill and intangible assets impairment charges 127.2 3.7 % 0.4 —

The decrease in our non-GAAP operating margins during the year ended December 31, 2025, was driven primarily by lower non-GAAP gross profit, the impact of foreign currency translation, and the impact of our 2024 acquisitions, partially offset by cost savings initiatives.

GAAP Net operating cash flow to non-GAAP Free cash flow:

Year EndedDecember 31,

Net cash provided by operating activities $ 134.1 $ 251.3

Less: purchases of property, plant and equipment (90.8 ) (115.3 )

For the year ended December 31, 2025, our free cash flow decreased by $92.7 million compared to the same period in 2024, primarily due to lower net income and an increase in tax payments in 2025.

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RESULTS OF OPERATIONS

A discussion regarding our results of operations for the fiscal year ended December 31, 2024 compared to 2023 can be found under Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 3, 2025, which is available on the SEC’s website at www.sec.gov and our Investor Relations website at https://.ir.bruker.com under the “Financial Info” section.

Year Ended December 31, 2025, compared to the Year Ended December 31, 2024

Consolidated Results

The following table presents our results for the periods presented (dollars in millions):

Year EndedDecember 31,

Operating expenses:

Interest and other expense, net (46.2 ) (38.2 ) (8.0 ) 20.9 %

Dividends on Series A Mandatory Convertible Preferred Stock 13.9 — 13.9 100.0 %

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Revenue

The following table presents revenue, change in revenue, and revenue growth by reportable segment for the periods presented:

Year EndedDecember 31,

(a)

Represents product and service revenue between reportable segments.

The overall revenue increase during the year ended December 31, 2025, was driven mostly by ELITechGroup within the BSI CALID Microbiology & Infection Diagnostics division and NanoString within the BSI NANO Bruker Spatial Biology division, partially offset by organic revenue decline. The BSI CALID Segment increase in revenue was driven by increased volumes from the Optics and Microbiology & Infection Diagnostics divisions, with increased activity in the applied market Security Detection products, the MALDI Biotyper business, and the ELITechGroup molecular diagnostics business, which was acquired in the second quarter of 2024. BSI Nano Segment revenue decline was driven by weaker demand in the academic and government research and industrial markets for our analytical instruments and the Nano Surfaces and Metrology division, partially offset by NanoString, which was acquired in the second quarter of 2024. BSI BioSpin decrease in revenue was primarily driven by fewer GHz-class NMR system sales in 2025 compared to 2024 (two in 2025 versus four in 2024), weaker demand in the biopharma market and NMR instruments, partially offset by stronger demand in our lab automation products. The BEST revenue decrease was driven mainly by a softness in the clinical MRI market, as well as a strong prior-year comparison for the Research Instruments business.

Historically, we have higher levels of revenue in the fourth quarter and lower levels of revenues in the first quarter of the year, which we believe is influenced by our customers’ budgeting cycles.

For more detail on our revenue by geography, see “Foreign Currency Risk”in Item 7A Quantitative And Qualitative Disclosures About Market Risk on page 55 of this Annual Report on Form 10-K.

Gross Profit

The following table presents gross profit and gross profit margins (“GPM”) by reportable segment for the periods reported:

Year EndedDecember 31,

Gross Profit GPM by Segment Gross Profit GPM by Segment

The decrease in total gross profit and gross profit margin during the year ended December 31, 2025, was driven primarily by declines in the BSI BioSpin UHF business and the Nano Surfaces and Metrology division, combined with increased restructuring costs and impairment charges as well as the impact of U.S. tariffs and foreign exchange headwinds from a declining U.S. Dollar.

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Selling, General and Administrative

Our selling, general and administrative expenses for the year ended December 31, 2025, increased to 27.5% of total revenue from 26.6% of total revenue for the comparable period in 2024. The year-over-year increase as a percentage of revenue was primarily due to increased costs associated with prior year acquisitions and foreign exchange headwinds from a declining U.S. Dollar, partially offset by the impact of cost savings initiatives.

Research and Development

Our research and development expenses for the year ended December 31, 2025, increased to 11.5% of total revenue from 11.2% of total revenue for the comparable period in 2024. We commit substantial resources, efforts, and capital to internal and collaborative research and development projects in order to provide innovative products and solutions to our customers. Additionally, we have been able to gain access to research and development capabilities through acquisitions, acquiring the intellectual property, technology, and expertise of the acquired companies. The increase in research and development costs as a percentage of revenue was primarily a result of increased costs associated with prior year acquisitions.

Goodwill Impairment Charge

We test goodwill for impairment annually as of October 1 or more frequently if impairment indicators arise at the reporting unit level, which is the operating segment or one level below an operating segment. Due to the current macroeconomic conditions and uncertainties related to the future forecasts, the Company concluded that it was more likely than not that the fair value of one or more of the Company’s reporting units was less than their carrying amount. As a result, the Company performed a quantitative impairment test for impairment in certain reporting units as of September 30, 2025, as these reporting units had the highest uncertainty related to quantity and timing of future cash flows. As these conditions existed as of the balance sheet date, any impairment charges are recognized in the consolidated statements of operations for the period ended September 30, 2025. The results of the valuation indicated that the carrying amount of the Bruker Spatial Biology (“BSB”) reporting unit within the Company’s BSI NANO Segment and Automation (“AUT”) reporting unit within the Company’s BSI BioSpin Segment exceeded their fair value. As a result, during the year ended December 31, 2025, the Company recorded a goodwill impairment charge of $96.5 million on the consolidated statements of operations, which represented the amount by which the carrying value of the BSB reporting unit and AUT reporting unit exceeded the respective reporting unit’s fair value.

While we will continue to monitor these circumstances, such uncertainties, including the current macroeconomic conditions and the timing and quantity of future cash flows may impact the carrying value of our reporting units. If there are any factors that drive changes to key assumptions in our valuation inputs and if the fair value of any of our reporting units declines below the carrying value in the future, additional goodwill impairment charges may be incurred and those charges may be material. Refer to Note 6, Goodwill and Intangible Assets for further information on our goodwill impairment.

Other Charges, Net

Other charges, net for the year ended December 31, 2025, decreased to $71.3 million compared to $126.1 million for the comparable period in 2024. The year over year decrease was primarily due to adjustments to the hybrid liability related to certain other majority owned acquisitions as described in Note 24, Hybrid Instrument Liabilities which decreased by $74.3 million compared to the comparable period in 2024,offset byan increase in restructuring costs by $22.3 million as a result of the restructuring programs described in Note 12, Restructuring. Refer to Note 11, Other Charges, Net for more details on our other charges, net costs.

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Operating Income

The following table presents operating income and operating margins (“OM”) by reportable segment for the periods reported:

Year EndedDecember 31,

OperatingIncome (Loss) OM by Segment OperatingIncome (Loss) OM by Segment

Corporate, eliminations and other (a) (137.0 ) (121.9 )

(a)

Represents corporate costs and eliminations not allocated to the reportable segments.

The decrease in total operating income and operating income margin was primarily due to unfavorable revenue mix which negatively impacted gross margins, increased restructuring costs and impairment charges, the impact of U.S. tariffs, and foreign exchange headwinds from a declining U.S. Dollar. In August 2025, we announced a cost savings initiative aimed at reducing annualized costs by approximately $100 million to $120 million by the end of 2026. This cost savings initiative was implemented with the intention to improve operating income and operating margins on a company-wide basis. The planned reductions affect all parts of our business including supply chain, manufacturing, commercial operations, administrative functions and research and development.

Global Tariffs

Recently, the U.S. government has indicated its intent to modify U.S. trade policy and, in some cases, to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements. It has also imposed or increased tariffs on foreign imports into the United States from key trading partners, including Germany and Switzerland.

The tariff increases adopted in 2025, and the uncertainty associated with them in global markets, have resulted in lower than anticipated bookings and revenues and contributed to reduced gross margins, operating margins, and profitability, and may continue to adversely affect our business, results of operations and financial condition for the foreseeable future. For example, during the year ended December 31, 2025, our results of operations were adversely impacted by an increase in cost of goods sold as a result of increased tariffs. Changes to tariffs and trade policies between the United States and foreign countries, such as what occurred during 2025, could reduce the purchasing power of our customers by increasing costs in their operations, which in turn may lead to decreased demand for our products or services. The magnitude and duration of any reduction in customer purchasing ability is difficult to reliably predict and quantify.

Moreover, tariffs and international trade arrangements may continue to change, potentially without warning, and to an extent that is difficult to predict. On February 20, 2026, the U.S. Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act (“IEEPA”). The ultimate availability, timing, and amount of any potential refunds of such tariffs remain highly uncertain and are subject to further legal, regulatory, and administrative developments. Following the Supreme Court’s decision, the U.S. presidential administration announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from all countries, in addition to any existing non-IEEPA tariffs.

There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on our business. We are continuing to monitor and evaluate these developments and assess their potential impact on our business, financial condition, and results of operations.

Interest and Other Income (Expense), Net

The increase in interest and other income (expense), net during the year ended December 31, 2025, was primarily due to higher interest expense and lower foreign exchange differences on the revaluation of monetary items, partially offset by the income on settlement of interest rate swap agreement. We expect interest expense to decrease in 2026 primarily due to lower debt levels following the repayments made during 2025. Refer to Note 13, Interest and Other Income (Expense), net for more details on our interest and other income (expense), net.

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Income Tax Provision

The effective tax rates for years ended 2025 and 2024, were 133.2% and 44.2%, respectively. The increase in our effective tax rate was primarily due to a change in jurisdictional mix, net favorable discrete adjustments related to the tax impact of the impairment of goodwill, return on provision adjustments, and tax reserves.

On December 15, 2022, the European Union (“EU”) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15% for large corporations, as established by the Organization for Economic Co-operation and Development (“OECD”) Pillar Two Framework. A number of countries in which we operate have adopted legislation subject to the OECD transitional safe harbor rules, while other countries are still in the process of introducing legislation. Our income tax provision reflects enacted legislation as of December 31, 2025, and guidance related to the model rules. Subsequent to our year end, and not included in our provision, is the impact of the OECD announcement on January 5, 2026, that a side-by-side agreement was reached with member countries creating safe harbors to exempt U.S. multi-nationals from certain of the taxes under the Pillar Two regime by recognizing the U.S. tax system as a compatible domestic minimum tax regime. The Company’s income tax provision for the year ended December 31, 2025, reflected enacted legislation and guidance related to the model rules. The Company continues to monitor the countries in which it operates as they enact legislation implementing Pillar Two.

LIQUIDITY AND CAPITAL RESOURCES

Cash flows

We anticipate that our existing cash and cash equivalents and credit facilities will be sufficient to support our operating and investing needs, and other liquidity needs for at least the next twelve months and the foreseeable future under the currently anticipated business conditions and macroeconomic environment. As of December 31, 2025, we had $298.8 million in cash and cash equivalents, of which $90.6 million was held in our foreign subsidiaries. The Company has access to the vast majority of its cash and cash equivalent balances held outside of the United States without incurring significant additional tax costs and therefore considers them available for use globally. 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). Our future cash requirements could be affected by acquisitions that we may complete, or the payment of common and preferred dividends in the future. Historically, we have used the liquidity generated from cash flow from operations, debt financings, and issuances of common and preferred stock to finance our growth and operating needs. In the future, there are no assurances that we will continue to generate cash flow from operations, that additional financing alternatives will be available to us, if required, or, if available, will be obtained on terms favorable to us.

We aggregate all bank accounts that are subject to our notional cash pooling arrangement into a single balance on our consolidated balance sheets. Our notional cash pooling arrangement is managed by a third-party financial institution and as of December 31, 2025, it was in a positive position.

The following table presents our cash flows from operating activities, investing activities, and financing activities for the periods presented (in millions):

Year EndedDecember 31,

Net cash provided by operating activities $ 134.1 $ 251.3

Net cash used in investing activities (196.5 ) (1,757.3 )

Net cash provided by financing activities 135.1 1,229.8

Net change in cash, cash equivalents and restricted cash $ 116.4 $ (304.9 )

Net cash provided by operating activities during the year ended December 31, 2025, resulted primarily from consolidated net income adjusted for non-cash items of $278.9 million, partially offset by a change in operating assets and liabilities, net of acquisitions of $144.8 million. Net cash provided by operating activities during the year ended December 31, 2024, resulted from consolidated net income adjusted for non-cash items of $329.5 million, partially offset by a change in operating assets and liabilities, net of acquisitions of $78.2 million.

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The decrease in consolidated net income adjusted for non-cash items was primarily driven by lower income as a result of unfavorable revenue mix combined with negative impact of new U.S. trade tariffs and foreign exchange headwinds from a declining U.S. Dollar, and timing of income taxes payable partially offset by the non-cash impairment charges related to goodwill and intangible assets primarily in our BSI BioSpin and BSI NANO segments. The change in operating assets and liabilities, net of acquisitions increased primarily due to decreased accrued compensation costs as a result of cost-saving initiatives and timing of income taxes payable, partially offset by an increase in working capital including higher receivables and inventory levels.

Net cash used in investing activities during the year ended December 31, 2025, resulted primarily from business and asset acquisitions of $103.3 million, purchases of property, plant and equipment of $90.8 million, and cash paid for minority investments of $7.2 million. Net cash used in investing activities during the year ended December 31, 2024, resulted primarily from acquisitions of $1,599.6 million, purchases of property, plant and equipment of $115.3 million, and cash paid for minority investments of $48.3 million. Net cash used in investing activities during the year ended December 31, 2025, decreased compared to the prior year primarily due to fewer business and asset acquisitions and lower overall minority investments. Due to the significant investments in 2024 and years prior, we are currently focused on integrating the businesses and assets acquired. We have also managed our level of property plant and equipment investment during the year ended December 31, 2025, and we expect capital expenditures in 2026 to be consistent with the level of investing in 2025.

Net cash provided by financing activities during the year ended December 31, 2025, was primarily from net proceeds from the issuance of Series A Mandatory Convertible Preferred Stock, net of issuance costs of $669.7 million, offset by net repayment of our revolving line of credit of $28.3 million, repayments of long-term debt of $466.5 million (refer to Note 20, Debt), the payment of dividends to common and preferred shareholders of $32.9 million and cash paid for purchases of common stock under our repurchase program of $10.0 million. Net cash used in financing activities during the year ended December 31, 2024, was primarily from proceeds from long-term debt of $973.7 million, proceeds from our public offering of common stock of $403.0 million, and net proceeds from our revolving line of credit of $37.6 million, primarily offset by the repayment of our 2012 Note purchase agreement of $100.0 million and the payment of dividends to common shareholders of $30.2 million. During the year ended December 31, 2025, we raised proceeds via the issuance of equity via the issuance of the Series A Mandatory Convertible Preferred Stock to pay down some of our outstanding debt obligations, whereas during the year ended December 31, 2024, we raised proceeds via the issuance of equity via our public offering and entered into new debt obligations for strategic acquisitions. As a result of the Series A Mandatory Convertible Preferred Stock issuance, we also have certain obligations with respect to discretionary dividends to our preferred shareholders in addition to the discretionary dividends historically paid to our for our common shareholders.

Issuance of Series A Mandatory Convertible Preferred Stock

On September 8, 2025, we issued 2,760,000 shares, or $690 million aggregate liquidation preference, of our 6.375% Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share, (including 360,000 shares, or $90.0 million aggregate liquidation preference, of Series A Mandatory Convertible Preferred Stock issued upon exercise by the underwriters of over-allotment option in full) pursuant to a previously announced underwritten public offering. Dividends on the Series A Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by our Board of Directors, at an annual rate of 6.375% on the liquidation preference of $250 per share. If declared, these dividends will be paid in cash, or, subject to certain limitations, in shares of our common stock or, subject to certain limitations, in a combination of cash and shares of our common stock, at our election, on March 1, June 1, September 1 and December 1 of each year, which commenced on December 1, 2025, and ending on, and including, September 1, 2028. We used the proceeds from the Series A Mandatory Convertible Preferred Stock to repay in full the outstanding balance in our 2019 term loan of $255.8 million and the outstanding balance in our 2024 Revolving Credit Agreement of $300 million, as well as repaid $37.6 million of the outstanding balance of the 2024 term loan due in 2027. Refer to Note 26, Shareholder's Equity, in the Notes to our Consolidated Financial Statements in this Annual Report on Form 10-K for more information on our mandatory convertible preferred stock.

Debt and Credit Facilities

After consideration of the debt repayments made with the proceeds from the Series A Mandatory Convertible Preferred Stock described above, along with $141.5 million paydown of the 2024 term loan due in 2027 during the fourth quarter of 2025, we have a total outstanding debt of $1.9 billion as of December 31, 2025, and a revolving credit facility that provides for up to $900.0 million of backup liquidity to finance working capital needs, refinance or reduce existing indebtedness, and for general corporate use, of which $899.3 million is available. In addition, the facility provides for an uncommitted incremental facility whereby, under certain circumstances, we may, at our option, increase the amount of the revolving facility or incur term loans in an aggregate amount not to exceed $400 million. As of December 31, 2025, we were in compliance with all covenants of our debt agreements.

For a summary of the fair and carrying values of our outstanding debt as of December 31, 2025, refer to Note 20, Debt and Note 21, Fair Value of Financial Instruments to our consolidated financial statements included in this report.

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Share Repurchase Program

In May 2023, our Board of Directors approved a share repurchase program (the “2023 Repurchase Program”) authorizing the purchase of up to $500.0 million of our common stock over a two-year period, in amounts, at prices, and at such times as management deems appropriate, subject to market conditions, legal requirements, and other considerations. During the year ended December 31, 2025, we purchased a total of 200,731 shares at an aggregate cost of $10.0 million under the 2023 Repurchase Program. The 2023 Repurchase Program expired in May 2025 and has not been renewed.

Incentive Compensation Plan

In May 2025, the Bruker Corporation 2026 Incentive Compensation Plan (the “2026 Plan”) was approved by our common shareholders. The 2026 Plan was effective as of February 19, 2026 (“the Effective Date”), which was the date immediately following the date on which the Bruker Corporation 2016 Incentive Compensation Plan (the “Prior Plan”) expires. No additional awards will be granted under the Prior Plan on or after the Effective Date. The 2026 Plan provides for the issuance of up to 12,000,000 shares of our common stock. The 2026 Plan will be administered by the Compensation Committee of the Board or another Committee appointed by the Board (the “Committee”), and provides for grants of awards to non-employee directors, employees, and certain of our key advisors in the form of nonqualified and incentive options, stock awards, stock units, stock appreciation rights, cash-based awards, and other awards. The Committee has the authority to determine which employees will receive awards, the amount of any awards, and other terms and conditions of such awards. The 2026 Plan will terminate on May 28, 2035, unless terminated earlier pursuant to its terms.

Income Taxes

At December 31, 2025 and in accordance with the U.S. tax laws we recorded state and foreign withholding taxes, as well as subsequent foreign currency translations on these withholding taxes as they are an obligation of the parent company, on the cash and liquid assets portion of the unremitted earnings and profits (“E&P”) of foreign subsidiaries expected to be repatriated from our foreign subsidiaries to the United States. If the E&P is ultimately distributed to the United States in the form of dividends or otherwise, we would likely be subject to additional withholding tax. We will continue to evaluate our assertions on the cumulative historical outside basis differences in our foreign subsidiaries as of December 31, 2025. The amount of unrecognized deferred withholding taxes on the undistributed E&P was $143.36 million at December 31, 2025.

As of December 31, 2025, we had approximately $605.3 million of U.S. federal net operating loss carryforwards, of which $35.2 million begin to expire at various dates beginning in 2033 and the remainder $570.1 million will be carried forward indefinitely. The Tax Cuts and Jobs Act (“TCJA”) enacted on December 22, 2017, limits a taxpayer’s ability to utilize Net Operating Losses (“NOL”) deduction in a year to 80% taxable income for federal NOL arising in tax years beginning after 2017. We have approximately $214.6 million of state net operating loss carryforwards available to reduce state taxable income that are expected to expire at various times beginning in 2026 to the extent that they cannot be utilized. We also have approximately $145.4 million of German Trade Tax and Corporate Income Tax net operating losses that are carried forward indefinitely. Additionally, we have $168.9 million of other foreign net operating losses that are expected to expire at various times in the future.

On December 15, 2022, the EU Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15% for large corporations, as established by the OECD Pillar Two Framework. A number of countries in which we operate have adopted legislation subject to the OECD transitional safe harbor rules, while other countries are still in the process of introducing legislation. Our income tax provision reflects enacted legislation as of December 31, 2025, and guidance related to the model rules. Subsequent to our year end, and not included in our provision, is the impact of the OECD announcement on January 5, 2026, that a side-by-side agreement was reached with member countries creating safe harbors to exempt U.S. multi-nationals from certain of the taxes under the Pillar Two regime by recognizing the U.S. tax system as a compatible domestic minimum tax regime. Our income tax provision for the year ended December 31, 2025, reflects enacted legislation and guidance related to the model rules. We continue to monitor the countries in which we operate as they enact legislation implementing Pillar Two. Refer to Note 14, Income Taxes for additional details of our loss carryforwards.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, or U.S. GAAP, and are disclosed in Note 2, Summary of Significant Accounting Policiesin the notes the consolidated financial statements. U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of

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assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period.

We consider our accounting estimates to be critical to the consolidated financial statements if (i) the estimate requires significant judgment or is complex in nature and (ii) if different estimates and assumptions were used, the results could have a material impact on our consolidated financial statements. We evaluate our estimates and the application of our policies on an ongoing basis.

We base our estimates and judgments on our historical experience, current market and economic conditions, industry trends, and other assumptions that we believe are reasonable. Actual results could differ from these estimates. Changes in estimates are recorded in the period in which they become known.

We believe the following critical accounting policies and estimates to be both those most important to the portrayal of our financial position and results of operations and those that require the most estimation and subjective judgment. The full accounting policies are disclosed in Note 2, Summary of Significant Accounting Policiesin the notes the consolidated financial statements.

Revenue Recognition

We recognize revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. The standard results in significant management judgment and estimates as a result of inherent uncertainties in the following areas:

Multiple Performance Obligations: Many of our contracts include multiple performance obligations, such as systems, installation, accessories, parts, and services. Allocating the transaction price to these obligations requires us to estimate the standalone selling price for each distinct good or service. While we primarily rely on observable prices from standalone sales, in cases where such evidence is unavailable, we use an expected cost-plus-margin approach, and this estimate requires judgments and is subject to potential variability if our assumptions about cost or margin change.

Timing of Revenue Recognition:We recognize revenue when control transfers to the customer in an amount that reflects the consideration we expect to receive. For most of our performance obligations, this occurs at a point in time, such as upon shipment or customer acceptance. However, for certain customized systems or services, revenue is recognized over time based on progress toward completion, typically measured using a cost-to-cost method based on cost incurred to date relative to total estimated costs. This method requires us to make reasonable estimates of total contract costs and assess progress. Revisions to cost estimates could significantly affect the timing and amount of revenue recognized, particularly for complex, long-term arrangements. Losses are recorded immediately when we estimate that contracts will ultimately result in a loss.

For systems with customer-specific acceptance criteria, management evaluates whether the customer assessment criteria have been satisfied, which may involve judgment in determining whether successful factory acceptance testing or customer sign-off has been achieved. Changes in customer requirements or delays in acceptance can impact the timing of revenue recognition.

Collectability assessment: Differing assessments of the probability of collection could impact the amount and timing of revenue recognition. However, based on our customer profile combined with an established practice of requiring advances for certain larger product sales, we have not historically experienced significant adjustments to revenue.

Income taxes

Deferred tax assets and liabilities are recognized for temporary differences between the financial statement carrying amounts and their respective tax bases, measured using enacted tax rates expected to apply when these differences reverse. The realizability of deferred tax assets is evaluated based on historical taxable income, current tax liabilities, and projected future taxable income, with the latter involving inherent uncertainty. A valuation allowance is established if it is more likely than not that some or all of the deferred tax assets will not be realized. Changes in estimates or assumptions regarding taxable income may require adjustments to the valuation allowance, which could materially impact our financial position and results of operations.

Liabilities for uncertain tax positions are recorded based on a minimum recognition threshold, requiring significant judgment to determine if it is more likely than not that a tax position will be sustained.

Business Combinations

We account for business combinations under the acquisition method of accounting. Accordingly, at the date of each acquisition, we measure the fair value of all identifiable assets acquired (including intangible assets), liabilities assumed and any remaining noncontrolling interests and allocate the amounts paid to all items measured. Any excess of fair value of acquired net assets, including identifiable intangible assets over the acquisition consideration, results in a bargain purchase gain.

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The determination of the fair value of identifiable assets and liabilities is based on valuations that reflect management’s best estimates of inputs and assumptions, consistent with those a market participant would utilize. These valuations rely significantly on estimated future cash flows, which are critical inputs in the valuation models. The preparation of these estimates involves substantial judgment and incorporates information from multiple sources, including historical data of the acquired entity, insights obtained through due diligence, and industry publications available to us and all of which are subject to their own inherent limitations when estimating future outcomes.

Impairment

Goodwill and indefinite-lived intangible assets arising from our acquisitions, are not amortized, but are evaluated for impairment on an annual basis, or on an interim basis when events or changes in circumstances indicate that the carrying value may not be recoverable. We typically identify other amortizing intangible assets as part of the acquisition accounting, and the amount and amortization period are determined at the time of the acquisition. In assessing the recoverability of goodwill and other indefinite-lived or amortizing intangible assets, we must make assumptions regarding the estimated future cash flows, including forecasted revenue growth and the discount rate to determine the fair value of these assets. If these estimates or their related assumptions adversely change after the acquisition date, we may be required to record impairment charges against these assets in the reporting period in which the impairment is determined. Refer to Note 6, Goodwill and Intangible Assets, for more information on goodwill and indefinite-lived intangible assets impairment assessment and charges for the year ended December 31, 2025.

RECENT ACCOUNTING PRONOUNCEMENTS

Information regarding recently issued accounting pronouncements may be found in Note 3, Recent Accounting Pronouncements to our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.

ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are potentially exposed to market risks associated with changes in foreign currency translation rates, interest rates and commodity prices. See also Note 22, Derivative Instruments and Hedging Activities for more information on these risks. We selectively use financial instruments to reduce these risks. All transactions related to risk management techniques are authorized and executed pursuant to our policies and procedures. Analytical techniques used to manage and monitor foreign currency translation and interest rate risk include market valuations and sensitivity analysis.

We have estimated our market risk exposure using sensitivity analysis. To test the sensitivity of our market risk exposure, we have estimated the changes in fair value of market risk sensitive instruments assuming a hypothetical 10 percent adverse change in market prices or rates. The results of the sensitivity analyses are summarized below.

Foreign Currency Risk

We generate a substantial portion of our revenues in international markets, principally Germany and other countries in the European Union, Switzerland and Japan, which exposes our operations to the risk of exchange rate fluctuations. The impact of currency exchange rate movement can be positive or negative in any period. Our costs related to sales in foreign currencies are largely denominated in the same respective currencies, reducing our transaction risk exposure. However, for foreign currency denominated sales in certain regions, such as Japan, where we do not incur significant costs denominated in Japanese Yen, we are more exposed to the impact of foreign currency fluctuations.

For sales not denominated in U.S. Dollars, if there is an increase in the rate at which a foreign currency is exchanged for U.S. Dollars, it will require more of the foreign currency to equal a specified amount of U.S. Dollars than before the rate increase. In such cases, if we price our products in the foreign currency, we will receive less in U.S. Dollars than we would have received before the rate increase went into effect. If we price our products in U.S. Dollars and our competitors price their products in local currency, an increase in the relative strength of the U.S. Dollar could result in our prices not being competitive in a market where business is transacted in the local currency. For example, if the U.S. Dollar strengthened against the Japanese Yen, our Japanese-based competitors would have a greater pricing advantage over us.

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Our revenue by geography was as follows for the periods presented (dollars in millions):

Year EndedDecember 31,

Revenue Percentage ofRevenue Revenue Percentage ofRevenue

Changes in foreign currency exchange rates increased our revenue by approximately 2.3% during the year ended December 31, 2025, and decreased our revenue by approximately 0.4% during the year ended December 31, 2024.

Assets and liabilities of our foreign subsidiaries, where the functional currency is the local currency, are translated into U.S. Dollars using period-end exchange rates. Revenues and expenses of foreign subsidiaries are translated at the average exchange rates in effect during the year. Adjustments resulting from financial statement translations are included as a separate component of shareholders’ equity. We recorded a net gain of $115.1 million and a net loss of $79.6 million, during the years ended December 31, 2025, and 2024, respectively, from currency translation adjustments. A 10% depreciation in functional currencies, relative to the U.S. Dollar, at December 31, 2025, would have resulted in a reduction of shareholders’ equity of approximately $207.1 million.

As of December 31, 2025, we have several cross-currency swap agreements with a notional value of $124.1 million of U.S. Dollar to Swiss Franc and a notional value of $124.1 million of U.S. Dollar to Euro to hedge the variability in the movement of foreign currency exchange rates on portions of our Euro and Swiss Franc denominated net asset investments. Under the U.S. GAAP hedge accounting guidance, changes in fair value of the derivative that relates to changes in the foreign currency spot rate are recorded in the currency translation adjustment in comprehensive income (loss) and remain in accumulated comprehensive income (loss) in shareholders’ equity until the sale or substantial liquidation of the foreign operation. The before tax gains and losses related to hedges of net asset investments in international operations that were recorded within the cumulative translation adjustment section of other comprehensive income were a loss of $251.5 million for the year ended December 31, 2025, gain of $89.1 million for the year ended December 31, 2024, and loss of $100.9 million for the year ended December 31, 2023. The difference between the interest rate received and paid under the cross-currency swap derivative agreement is recorded in interest income in the statements of operations.

Gains and losses resulting from foreign currency transactions are reported in Interest and other income (expense), net in the consolidated statements of operations and comprehensive income. Our foreign currency transaction gains, net were $11.6 million and $23.7 million for years ended December 31, 2025, and 2024, respectively.

From time to time, we have entered into forward currency contracts designed to minimize the volatility that fluctuations in foreign currency have on our cash flows related to purchases and sales denominated in foreign currencies. Under these arrangements, we agree to purchase a fixed amount of a foreign currency in exchange for a fixed amount of U.S. Dollars or other currencies on specified dates typically with maturities of less than twelve months with some agreements extending to longer periods. These transactions are recorded at fair value with the corresponding gains and losses recorded in Interest and other income (expense), net in the consolidated statements of operations and comprehensive income. The impact of currency exchange rate movement can be positive or negative in any period. We will continue to evaluate our currency risks, and in the future, may utilize foreign currency contracts more frequently.

Interest Rate Risk

From time to time, we may invest excess cash in short-term investments that are subject to changes in interest rates. We believe that the market risk arising from holding these financial instruments is minimal because of our policy of investing in money market funds and short-term financial instruments issued by highly rated financial institutions.

Our exposure to interest rate risk related primarily to outstanding variable rate debt under the U.S. Dollar denominated 2019 Term Loan and adverse movements in the related market rates. This exposure was managed as part of an interest rate swap which involved us paying fixed, receiving floating. The interest rate swap agreement was terminated during the third quarter of 2025 following the repayment of the 2019 Term Loan.

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Commodity Price Risk

We are exposed to certain commodity risks associated with prices for various raw materials. The prices of copper and certain other raw materials, particularly niobium-tin, used to manufacture superconductors have increased significantly over the last decade. Copper and niobium-tin are the main components of low temperature superconductors and continued commodity price increases for copper and niobium, as well as other raw materials, may negatively affect our profitability. Periodically, we enter into commodity forward purchase contracts to minimize the volatility that fluctuations in the price of copper have on our sales of these products. At December 31, 2025, and 2024, the fair value of the fixed price commodity contracts was de minimis. As commodity contracts settle, gains (losses) as a result of changes in fair values are adjusted to the contracts with the customers through revenues. We will continue to evaluate our commodity risks and may utilize commodity forward purchase contracts more frequently in the future.

Inflation Risk

We are subject to inflationary cost pressures across global operating supply networks. Certain components, parts, or materials are experiencing significant cost pressures that have impacted or may impact our cost of operations in future periods. Further, inflation has increased our selling, general and administrative expenses and may vary between countries in which we operate. We continue to evaluate these cost increases in relation to our new orders and may continue to see a negative impact on our financial results for a period of time.

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ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index of Consolidated Financial Statements

Page

Report of Independent Registered Public Accounting Firm (PCAOB ID 238) 59

Consolidated Balance Sheets as of December 31, 2025, and 2024 62

Notes to Consolidated Financial Statements 67

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Bruker Corporation

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Bruker Corporation and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive (loss) income, of redeemable noncontrolling interests and shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited 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 (COSO).

In our opinion, the consolidated financial statements referred to above 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 three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also 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 COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (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 audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements 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. 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 audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Biocrates Life Sciences GmbH, Ridom GmbH, RECIPE Chemicals + Instruments GmbH, and Molzym GmbH & Co. KG from its assessment of internal control over financial reporting as of December 31, 2025 because they were acquired by the Company in purchase business combinations during 2025. We have also excluded Biocrates Life Sciences GmbH, Ridom GmbH, RECIPE Chemicals + Instruments GmbH, and Molzym GmbH & Co. KG from our audit of internal control over financial reporting. The total assets and total revenues of these acquired entities excluded from management’s assessment and our audit of internal control over financial reporting collectively represent less than 1% and 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.

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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 (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) 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 (iii) 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.

Critical Audit Matters

The critical audit matters communicated beloware mattersarising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to theconsolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidatedfinancial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition – System Sales

As described in Note 2 to the consolidated financial statements, the Company recognizes revenue from systems sales upon transfer of control in an amount that reflects the consideration it expects to receive. Transfer of control generally occurs upon shipment, or for certain systems, based upon customer acceptance for a system once delivered and installed at a customer facility. For systems that include customer-specific acceptance criteria, management is required to assess when the Company can demonstrate the acceptance criteria has been met, which generally is upon successful factory acceptance testing or customer acceptance and evidence of installation. The Company’s consolidated product revenue for the year ended December 31, 2025 was $2,766.4 million, of which a significant portion relates to system sales.

The principal consideration for our determination that performing procedures relating to revenue recognition for system sales is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s system sales revenue recognition.

Interim Goodwill Impairment Test – Bruker Spatial Biology and Automation Reporting Units

As described in Notes 2 and 6 to the consolidated financial statements, as of December 31, 2025, the goodwill associated with the Bruker Scientific Instruments (BSI) NANO segment was $525.8 million, of which a portion relates to the Bruker Spatial Biology (BSB) reporting unit and the goodwill associated with the BSI BioSpin segment was $202.7 million, of which a portion relates to the Automation (AUT) reporting unit. Management tests goodwill for impairment annually as of October 1 or more frequently if impairment indicators arise at the reporting unit level.

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During the third quarter of 2025, and as of September 30, 2025, management concluded that it was more likely than not that the fair value of four of the Company’s reporting units was less than their carrying amount. As a result, management performed a quantitative impairment test for those reporting units. The results of the valuation indicated that the carrying amount of the BSB and AUT reporting units exceeded their fair value. As a result, during the third quarter of 2025, the Company recorded a goodwill impairment charge of $96.5 million. In determining the fair value of the reporting units, management used a weighted combination of the market approach and the income approach. The income approach utilizes a discounted cash flow model with inputs developed using both internal and market-based data, while the market approach utilizes comparable company information. Estimating the fair value of the reporting units requires significant judgment by management. The significant assumptions in the discounted cash flow models included, but were not limited to, discount rates, revenue growth rates and earnings before interest, taxes and depreciation and amortization (EBITDA) margin targets. The significant assumptions in the market approach included, but were not limited to, revenue growth rates and revenue multiples based on the guideline public company method.

The principal considerations for our determination that performing procedures relating to the interim goodwill impairment test of the BSB and AUT reporting unitsis a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the BSB and AUT reporting units; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating (a) management’s significant assumptions related to discount rates, revenue growth rates, and EBITDA margin targets used in the income approach and revenue growth rates and revenue multiples used in the market approach and (b) the reasonableness of the weighted combination of the approaches; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment tests, including controls over the valuation of the BSB and AUT reporting units. These procedures alsoincluded, among others (i) testing management’s process for developing the fair value estimate of the BSB and AUT reporting units; (ii) evaluating the appropriateness of the income and market approaches used by management, including the reasonableness of the weighted combination of the approaches; (iii) testing the completeness and accuracy of underlying data used in the income and market approaches; and (iv) evaluating the reasonableness of the significant assumptions used by management related to discount rates, revenue growth rates, and EBITDA margin targets used in the income approach and the revenue growth rates and revenue multiples used in the market approach. Evaluating management’s assumptions related to revenue growth rates and EBITDA margin targets involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the BSB and AUT reporting units; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income and market approaches, including the reasonableness of the weighted combination of the approaches and (ii) the reasonableness of the discount rate and revenue multiple assumptions.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

February 27, 2026

We have served as the Company’s auditor since 2016.

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BRUKER CORPORATION

CONSOLIDATED BALANCE SHEETS

(in millions, except share and per share data)

December 31,

ASSETS

Current assets:

Cash and cash equivalents $ 298.8 $ 183.4

Property, plant and equipment, net 744.8 669.3

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND SHAREHOLDERS’ EQUITY

Current liabilities:

Current portion of long-term debt and finance lease obligations $ 16.6 $ 32.5

Current portion of deferred revenue and customer advances 441.3 438.2

Long-term deferred revenue and customer advances 109.1 100.0

Commitments and contingencies (note 25)

Redeemable noncontrolling interests 36.8 18.1

Shareholders’ equity:

Preferred stock, par value $0.01; Authorized - 5,000,000 shares

Common stock, par value $0.01; Authorized - 260,000,000 shares

Treasury stock, at cost

Accumulated other comprehensive loss, net of tax (79.5 ) (103.5 )

Total shareholders’ equity attributable to Bruker Corporation 2,456.5 1,781.2

Noncontrolling interests in consolidated subsidiaries 17.0 15.9

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

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BRUKER CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data)

Year EndedDecember 31,

Operating expenses:

Goodwill impairment charge 96.5 — —

Interest and other expense, net (46.2 ) (38.2 ) (36.8 )

Net (loss) income attributable to Bruker Corporation (8.6 ) 113.1 427.2

Dividends on Series A Mandatory Convertible Preferred Stock 13.9 — —

Weighted average common shares outstanding:

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

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BRUKER CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in millions)

Year EndedDecember 31,

Consolidated net (loss) income $ (8.3 ) $ 113.8 $ 428.5

Other comprehensive income (loss):

Foreign currency translation:

Foreign currency translation gain (loss) before income taxes 230.0 (160.0 ) 96.5

Foreign currency translation gain (loss) after income taxes 214.7 (158.9 ) 93.3

Designated hedging instruments:

Pension and other post-retirement plans:

Total other comprehensive income (loss) 28.8 (111.6 ) (7.7 )

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

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BRUKER CORPORATION

CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTERESTS AND SHAREHOLDERS’ EQUITY

(in millions, except share data)

Stock options exercised — — — 285,030 — — — 9.7 — — 9.7 — 9.7

Restricted stock units vested — — — 215,959 — — — (3.4 ) — — (3.4 ) — (3.4 )

Stock-based compensation 0.1 — — — — — — 17.6 — — 17.6 — 17.6

Employee stock purchase plan — — — 53,130 — — — 3.9 — — 3.9 — 3.9

Dividends to common shareholders — — — — — — — — (29.4 ) — (29.4 ) — (29.4 )

Other shareholders of majority owned acquisitions 12.6 — — — — — — — — — — — —

Distributions to noncontrolling interests — — — — — — — — — — — (2.0 ) (2.0 )

Other comprehensive income (loss) 0.6 — — — — — — — — (8.8 ) (8.8 ) 0.5 (8.3 )

Stock options exercised — — — 208,700 — — — 4.6 — — 4.6 — 4.6

Restricted stock units vested — — — 217,576 — — — (3.3 ) — — (3.3 ) — (3.3 )

Stock-based compensation 0.1 — — — — — — 20.3 — — 20.3 — 20.3

Employee stock purchase plan — — — 86,850 — — — 6.0 — — 6.0 — 6.0

Dividends to common shareholders — — — — — — — — (30.2 ) — (30.2 ) — (30.2 )

Loans to noncontrolling interest — — — — — — — — — — — (0.8 ) (0.8 )

Stock options exercised — — — 154,140 — — — 3.2 — — 3.2 — 3.2

Restricted stock units vested — — — 242,058 — — — (1.8 ) — — (1.8 ) — (1.8 )

Stock-based compensation — — — — — — — 21.9 — — 21.9 — 21.9

Employee stock purchase plan — — — 194,600 — — — 8.3 — — 8.3 — 8.3

Dividends to common shareholders — — — — — — — — (30.5 ) — (30.5 ) — (30.5 )

Distributions to noncontrolling interests — — — — — — — — — — — (3.7 ) (3.7 )

Consolidated net (loss) income (0.3 ) — — — — — — — (8.6 ) — (8.6 ) 0.6 (8.0 )

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

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BRUKER CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

Year EndedDecember 31,

Cash flows from operating activities:

Consolidated net (loss) income $ (8.3 ) $ 113.8 $ 428.5

Stock-based compensation expense 20.2 25.3 30.9

Acquisition-related hybrid liability adjustments (49.0 ) 20.3 (6.9 )

Foreign currency transaction (gain) loss, net (56.0 ) (28.1 ) 18.5

Other non-cash expenses, net 27.9 22.1 (21.1 )

Changes in operating assets and liabilities, net of acquisitions:

Income taxes payable, net (94.0 ) (15.3 ) 43.7

Deferred revenue and customer advances (22.9 ) (52.8 ) (0.6 )

Other changes in operating assets and liabilities, net (30.0 ) 23.5 (28.1 )

Cash flows from investing activities:

Purchases of property, plant and equipment (90.8 ) (115.3 ) (106.9 )

Cash paid for minority investments (7.2 ) (48.3 ) (24.8 )

Cash paid for in-process research and development and related assets (29.4 ) — —

Other investing activities, net 4.8 5.9 32.3

Net cash used in investing activities (196.5 ) (1,757.3 ) (326.0 )

Cash flows from financing activities:

Repayments of revolving lines of credit (778.8 ) (1,212.7 ) —

Proceeds from revolving lines of credit 750.5 1,250.3 —

Proceeds from long-term debt 3.5 973.7 2.0

Proceeds from issuance of common stock, net 7.9 409.0 9.5

Payment of dividends to common shareholders (22.8 ) (30.2 ) (29.4 )

Repurchase of common stock (10.0 ) — (152.3 )

Other financing activities, net (8.3 ) (24.9 ) 0.3

Net cash provided by (used in) financing activities 135.1 1,229.8 (193.4 )

Net change in cash, cash equivalents and restricted cash 116.4 (304.9 ) (157.1 )

Supplemental cash flow information:

Restricted cash period beginning balance $ 3.3 $ 3.3 $ 3.2

Restricted cash period ending balance $ 4.3 $ 3.3 $ 3.3

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business

Bruker Corporation, together with its consolidated subsidiaries (“Bruker” or the “Company”), develops, manufactures and distributes high-performance scientific instruments and analytical and diagnostic solutions that enable its customers to explore life and materials at microscopic, molecular and cellular levels. Many of the Company’s products are used to detect, measure and visualize structural characteristics of chemical, biological and industrial material samples.

The Company has four reportable segments:

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Bruker Scientific Instruments (“BSI”) BioSpin:

Designs, manufactures, and distributes life science tools based on magnetic resonance technology, and provides automated laboratory research and development and quality control workflow solutions in a wide range of chemical research fields. Revenues are generated by academic and government research customers, pharmaceutical and biotechnology companies, and nonprofit laboratories, as well as chemical, food and beverage, clinical, and other industrial companies.

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BSI CALID (Chemicals, Applied Markets, Life Science, In Vitro Diagnostics, Detection):

Designs, manufactures, and distributes life science mass spectrometry, applied spectrometry and ion mobility spectrometry solutions, analytical and process analysis instruments, and solutions based on infrared and Raman molecular spectroscopy technologies. Provides systems and assays for molecular diagnostics (“MDx”), biomedical systems/specialty IVD and microbiology, and radiological/nuclear detectors for Chemical, Biological, Radiological, Nuclear and Explosive (“CBRNE”) detection. Revenues are generated from academic institutions and medical schools; pharmaceutical, biotechnology, and diagnostics companies; contract research organizations; nonprofit and for-profit forensics laboratories; agriculture, food and beverage safety laboratories; environmental and clinical microbiology laboratories; hospitals and government departments and agencies.

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BSI NANO:

Designs, manufactures, and distributes advanced X-ray instruments, atomic force microscopy instrumentation, advanced fluorescence optical microscopy instruments, analytical tools for electron microscopes and X-ray metrology, defect-detection equipment for semiconductor process control, handheld, portable and mobile X-ray fluorescence spectrometry instruments, spark optical emission spectroscopy systems, chip cytometry products and services for targeted spatial proteomics, multi-omic services, optofluidic and proteomic barcoding platforms, and products and services for spatial genomics research and spatial biology. Revenues are generated from academic institutions, governmental customers, nanotechnology companies, semiconductor companies, raw material manufacturers, industrial companies, biotechnology and pharmaceutical companies, and other businesses involved in materials research and life science research analysis.

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Bruker Energy & Supercon Technologies (“BEST”):

Develops and manufactures superconducting and non-superconducting materials and devices for use in renewable energy, energy infrastructure, healthcare, and high energy physics research. The segment focuses on metallic low temperature superconductors for use in magnetic resonance imaging, nuclear magnetic resonance, fusion energy research, and other applications. Revenues are generated from medical, clinical, pharmaceutical, and aerospace companies, as well as other businesses involved in materials research, fusion energy research, high energy physics, renewable energy, and environmental research. BEST also delivers extreme ultraviolet radiation (“EUV”/“XUV”) based technologies and solutions to world leading semiconductor companies and research labs.

The preparation of consolidated financial statements in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) requires that the Company make estimates and judgments that may affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, judgments, and methodologies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known.

As of the date of issuance of these consolidated financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update estimates, judgments or revise the carrying value of any assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s consolidated financial statements.

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2. Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and all majority and wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated.

Noncontrolling Interests

Noncontrolling interests represents the minority shareholders’ proportionate share of the Company’s majority-owned subsidiaries. The portion of net income or net loss attributable to non-controlling interests is presented as net income attributable to noncontrolling interests in consolidated subsidiaries in the consolidated statements of operations and comprehensive income, and the portion of other comprehensive income of these subsidiaries is presented in the consolidated statements of shareholders’ equity.

Redeemable Noncontrolling Interests

The Company has agreements with noncontrolling interest holders that provide the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, their remaining minority interest at a contractually defined redemption value. These rights can be accelerated in certain events. As the redemptions are contingently redeemable at the option of the noncontrolling interest shareholders, the Company classifies the carrying amount of the redeemable noncontrolling interest in the mezzanine section on the consolidated balance sheet, which is presented above the equity section and below liabilities. The redeemable noncontrolling interests are measured at the greater of the amount that would be paid if settlement occurred as of the balance sheet date based on the contractually defined redemption value or its carrying amount adjusted for net income (loss) attributable to the noncontrolling interest. Any adjustments to the carrying value of the redeemable noncontrolling interest are recorded through earnings.

Business Combinations

The Company accounts for business combinations under the acquisition method of accounting. Accordingly, the Company measures the fair value of all identifiable assets acquired (including intangible assets), liabilities assumed and any remaining noncontrolling interests and allocates the amounts paid to all items measured at the date of each acquisition. The Company records a provisional determination of the fair value of the identifiable assets acquired and liabilities assumed based on the information available as of the time of the issuance of the financial statements. Therefore, the values recognized are subject to change until the Company finalizes the allocation of consideration transferred during the measurement period, which is no later than one year from the acquisition date. The final determination may result in asset and liability values that are different than the preliminary estimates.

The fair value of identifiable intangible assets acquired is based on valuations that use information and assumptions determined by management which consider management’s best estimates of inputs and assumptions that a market participant would use. The Company estimates the fair value of identifiable intangible assets using the income approach through a discounted cash flow analysis. The discounted cash flow analysis is based on the forecasts used by the Company to price the acquisition. The discount rates applied are benchmarked by referencing the implied rate of return of the Company’s pricing model and the weighted average cost of capital, reflecting a market discount rate. Using a residual method, any excess between the consideration transferred and the fair value of net assets acquired is recorded as goodwill. The Company believes any positive goodwill represents the future economic benefits of the acquisition that are not individually identifiable, such as synergies between the acquired assets and the Company’s existing businesses.

The amortization period for the intangible assets acquired is calculated based on the estimated recovery of future cash flows.

Asset Acquisitions

The Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the asset or group of assets, which includes transaction costs. Goodwill is not recognized in asset acquisitions. In an asset acquisition, the cost allocated to acquire in-process research and development (“IPR&D”) with no alternative future use is charged to expense at the acquisition date.

On November 14, 2025, the Company acquired 100% of the outstanding equity in AST Revolution, LLC (“AST”), an invitro diagnostics company focused on developing next-generation rapid antimicrobial susceptibility solutions, for approximately $29.4 million. The Company accounted for this transaction as an asset acquisition as the business did not have employees or revenue. The purchase consideration was allocated to the assets acquired on a relative fair value basis. The assets acquired consisted primarily of in-process research and development (“IPR&D”) relating to the WAVE system and associated intellectual property portfolio. The Company recognized $13.5 million of expense for the acquired IPR&D in other charges, net in the consolidated statements of operations, and also recognized a deferred tax asset of $13.0 million in connection with this asset acquisition.

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Cash and Cash Equivalents

Cash and cash equivalents primarily include cash on hand, money market funds and time deposits with original maturities of three months or less at the date of acquisition. Time deposits represent amounts on deposit in banks and temporarily invested in instruments with maturities of three months or less at the time of purchase. Cash equivalents are carried at cost, which approximates fair value.

Short-term Investments

Short-term investments represent time and call deposits maturing within twelve months and with original maturities of greater than three months at the date of acquisition. Short-term investments are classified as available-for-sale and are reported at fair value.

Restricted Cash

Restricted cash consists of cash balances that are pledged or committed for specified contractual obligations of the Company and are therefore restricted from withdrawal or usage. The Company has certain subsidiaries that are required by local laws and regulations to maintain restricted cash balances to cover future employee benefit payments. Restricted cash balances are classified as non-current unless, under the terms of the applicable agreements, the funds will be released from restrictions within one year from the balance sheet date. The current and non-current portion of restricted cash is recorded within other current assets and other long-term assets, respectively, in the accompanying consolidated balance sheets. Restricted cash is included as a component of cash, cash equivalents, and restricted cash on the Company’s consolidated statement of cash flows.

Multi-Currency Notional Cash Pooling

The Company has a master netting arrangement with a third-party financial institution whereby certain subsidiaries participate in a notional cash pooling arrangement to manage global liquidity requirements. As part of the master netting arrangement, the participating subsidiaries combine their cash balances in pooling accounts at the same financial institution with the ability to offset bank overdrafts of one participant against positive cash account balances held by another participant. Amounts in each of the accounts are unencumbered and unrestricted with respect to use. The Company had a net positive cash balance related to this pooling arrangement at December 31, 2025, and 2024, respectively, and the amounts were included in cash, and cash equivalents in the consolidated balance sheets.

Accounts Receivable, net

Accounts receivable have been reduced by an allowance for credit losses. The allowance for credit losses represents the Company’s best estimate of the amount of probable credit losses in our accounts receivable. The Company’s allowance for credit losses was immaterial to the Company. This allowance is based on a number of factors, including an evaluation of customer credit worthiness, the age of the outstanding receivable, economic trends and historical experience. Provisions for credit losses are recorded in selling, general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income. The risk with respect to accounts receivables is minimized by the creditworthiness and diversity of the Company’s customers.

Derivative Financial Instruments and Hedging Activities

All derivatives, whether designated in a hedging relationship or not, are recorded on the consolidated balance sheets at fair value. The accounting for changes in fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, the Company must designate the hedging instrument, based on the exposure being hedged, as a fair value hedge, cash flow hedge, foreign currency hedge or a hedge of a net investment in a foreign operation. If a derivative is designated as a hedge, depending on the nature of the hedge, changes in the fair value of the derivative are either offset against the change in fair value of the hedged item through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. Derivatives that are not designated as hedges are recorded at fair value through earnings. The Company presents the cross-currency swap periodic settlements in investing activities and the interest rate swap periodic settlements in operating activities in the consolidated statements of cash flows. The Company records derivative assets and liabilities on a gross basis in the consolidated balance sheets.

Fair Value of Financial Instruments

The Company measures certain assets and liabilities at fair value with changes in fair value recognized in earnings. Fair value treatment may be elected either upon initial recognition of an eligible asset or liability or, for an existing asset or liability, if an event

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triggers a new basis of accounting. The Company applies the following hierarchy to determine the fair value of financial instruments, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The levels in the hierarchy are defined as follows:

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Level 1: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

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Level 2: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

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Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The fair value hierarchy level is determined by asset and class based on the lowest level of significant input. The observability of inputs may change for certain assets or liabilities. This condition could cause an asset or liability to be reclassified between levels. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each quarter.

Valuation methodologies used for assets and liabilities measured or disclosed at fair value are as follows:

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Time deposits and money market funds - Valued at market prices determined through third-party pricing services and classified as Level 2;

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Interest rate and cross currency swap agreements - Valued using market observable inputs, such as interest rate yield curves and classified as Level 2. The Company’s interest rate swap agreement was settled during the third quarter of 2025 following repayment of the 2019 Term Loan;

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Contingent consideration - Valued based on a probability weighting of the future cash flows associated with the potential outcomes and certain option pricing models and classified as Level 3. Contingent consideration recorded within other current and other long-term liabilities represents the estimated fair value of future payments to the former shareholders as part of certain acquisitions. The contingent consideration is primarily based on the applicable acquired company achieving annual revenue and gross margin targets in certain years as specified in the relevant purchase and sale agreement. The Company initially values the contingent consideration on the acquisition date by using a Monte Carlo simulation or an income approach method. The Monte Carlo method models future revenue and costs of goods sold projections and discounts the average results to present value. The income approach method involves calculating the earnout payment based on the forecasted cash flows, adjusting the future earnout payment for the risk of reaching the projected financials, and then discounting the future payments to present value by the counterparty risk. The counterparty risk considers the risk of the buyer having the cash to make the earnout payments and is commensurate with the cost of debt over an appropriate term. Changes in fair value subsequent to acquisition are recognized in Acquisition-related expenses, net included in Other charges, net, in the consolidated statements of operations;

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Hybrid instruments liabilities – As part of certain majority owned acquisitions, the Company entered into agreements with the noncontrolling interest holders that provide the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining ownerships for cash at contractually defined redemption values. These rights (embedded derivatives) can be accelerated, at discounted redemption values, upon certain events related to post combination employment services. As the options are tied to continued employment, the Company classified the hybrid instruments (noncontrolling interests with an embedded derivatives) as liabilities on the consolidated balance sheet. Subsequent to the acquisition dates, the carrying value of each hybrid instrument is remeasured to fair value with changes recorded to acquisition expense in proportion to the respective requisite service period. They are valued using discounted cash flows discounted at risk-adjusted discount rates, utilizing various unobservable inputs and are classified as Level 3;

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Equity interest purchase option liability – Valued using a discounted cash flow approach which compares the difference between the credit-adjusted excess present value of the option price in relation to the share ratio of the adjusted equity value at each exercise date, utilizing various unobservable inputs, and are classified as Level 3.

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Long-term fixed interest rate debt – Valued based on market and observable sources with similar maturity dates and classified as Level 2 within the fair value hierarchy. The Company repaid the 2019 Term Loan, its long-term fixed interest rate debt, during the third quarter of 2025. The remaining long-term debt has variable interest rates and the carrying value approximates fair value accordingly.

Concentration of Credit Risk

Financial instruments that subject the Company to credit risk consist of cash, cash equivalents, derivative instruments, accounts receivables and restricted cash. The risk with respect to cash, cash equivalents and restricted cash is generally minimized by the Company’s policy of investing in short-term financial instruments issued by financial institutions. The risk with respect to derivative

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instruments is minimized by the Company’s policy of entering into arrangements with highly rated financial institutions. The Company performs periodic credit evaluations of its customers’ financial condition and generally requires an advanced deposit for a portion of the purchase price. As of December 31, 2025, and 2024, no single customer represented 10% or more of the Company’s total revenue or 10% or more of the Company’s accounts receivable.

Inventories

Components of inventory include raw materials, work-in-process, demonstration units and finished goods. Demonstration units include systems which are located in the Company’s demonstration laboratories or installed at the sites of potential customers and are considered available for sale. Finished goods include in-transit systems that have been shipped to the Company’s customers but not yet installed and accepted by the customer. All inventories are stated at the lower of cost and net realizable value. Cost is determined principally by the first-in, first-out method for a majority of subsidiaries and by average cost for certain other subsidiaries. The Company reduces the carrying value of its inventories for differences between cost and estimated net realizable value, taking into consideration usage in the preceding twelve months, expected demand, technological obsolescence and other information including the physical condition of demonstration inventories. Costs associated with the procurement of inventories, such as inbound freight charges, purchasing and receiving costs, and tariff costs, are capitalized as part of inventory and are also included in the cost of product revenue line item within the consolidated statements of operations and comprehensive income. Inventory costs are reported in cost of revenue in the statements of operations in the period the products are sold to an external party.

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Major improvements that extend the useful lives are capitalized while expenditures for maintenance, repairs and minor improvements are charged to expense as incurred. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation and amortization are eliminated from the accounts, and any resulting gain or loss is reflected in the consolidated statements of operations and comprehensive income. Depreciation and amortization are calculated on a straight-line basis over the estimated useful lives of the assets as follows:

Estimated Useful Life

Buildings 25 to 40 years

Machinery and equipment 3 to 10 years

Computer and fixtures 3 to 5 years

Furniture and fixtures 3 to 10 years

Leasehold improvements Lesser of 15 years or the remaining lease term

Goodwill and Intangible Assets

Goodwill and indefinite-lived intangible assets are not amortized, but are evaluated for impairment on an annual basis, or on an interim basis when events or changes in circumstances indicate that the carrying value may not be recoverable.

The Company tests goodwill for impairment annually as of October 1 or more frequently if impairment indicators arise at the reporting unit level, which is the operating segment or one level below an operating segment. The Company has the option of performing a qualitative assessment to determine whether further impairment testing is necessary before performing the quantitative assessment. If as a result of the qualitative assessment, it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test will be required. Otherwise, no further testing will be required. If a quantitative impairment test is performed, the Company compares the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. The Company determines the fair value of reporting units using a weighting of both the market and the income approach. The income approach utilizes a discounted cash flow model with inputs developed using both internal and market-based data, while the market approach utilizes comparable company information. Estimating the fair value of the reporting units requires significant judgment by management. The Company develops the significant assumptions in the discounted cash flow models by considering current market conditions and future expectations which may include new product and service developments, impact of competition, and future economic conditions. These estimates and assumptions represent a Level 3 measurement because they are supported by little or no market activity and reflect the Company’s assumptions in measuring fair value. If the carrying amount of a reporting unit exceeds the fair value of the reporting unit, an impairment charge is recognized for the amount by which the carrying value amount exceeds the reporting unit’s fair value up to the total amount of goodwill allocated to the reporting unit. During the year ended December 31, 2025, the Company recorded goodwill impairment losses for certain reporting units as disclosed in Note 6, Goodwill and Intangible Assets. The Company recorded no goodwill impairment for the years ended December 31, 2024, and 2023.

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Intangible assets with a finite useful life are amortized on a straight-line basis over their estimated useful lives as follows:

Estimated Useful Life

Existing technology and related patents 1 to 15 years

Customer relationships 5 to 15 years

Trade names 1 to 15 years

Impairment of Long-Lived Assets

On a quarterly basis, the Company reviews long-lived assets, including intangible assets with finite useful lives, to determine if there have been any triggering events that could indicate an impairment. Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the quoted market price, if available or the estimated fair value of those assets are less than the assets’ carrying value and are not recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Impairment losses are charged to the consolidated statements of operations for the difference between the fair value and carrying value of the asset.

Based on the results of these analyses, the Company recorded impairment losses for certain intangible assets for the years ended December 31, 2025, and 2024 as disclosed in Note 6, Goodwill and Intangible Assets. The Company did not record any impairment losses on intangible assets for the year ended December 31, 2023.

Restructuring

Restructuring plans generally include significant actions involving employee-related severance charges, contract termination costs, and impairments and disposals of assets associated with such plans. The Company has a history of providing benefits for employees in the case of involuntary termination. We record employee termination costs in accordance with Accounting Standards Codification (“ASC”) Topic 712, Compensation - Non-retirement and Post-employment Benefits, if we pay the benefits as part of an ongoing benefit arrangement, which includes benefits provided as part of our established severance policies or that we provide in accordance with international statutory requirements. Employee-related severance charges are reflected in the statements of operations in the quarter when the actions are probable and the amounts are estimable, which typically is when management approves the associated restructuring plan. Asset-related and other charges include impairment of right-of-use assets, leasehold improvements, other asset write-downs associated with combining operations, disposal of assets, inventory write-downs, and other exit costs. Inventory write-downs may arise from facilities consolidation, strategic product portfolio decisions, or other instances that are specifically triggered by broader restructuring actions. Other costs also include restructuring-related charges, which are incremental costs incurred directly supporting business transformation initiatives tied to the restructuring plan. Refer to Note 12, Restructuring for additional information regarding the Company’s restructuring plans.

Warranty Costs and Deferred Revenue

The Company typically provides a one-year parts and labor warranty with the purchase of equipment. The anticipated cost for this warranty is accrued upon recognition of the sale and is included as a current liability on the accompanying consolidated balance sheets. The Company’s warranty reserve reflects estimated material and labor costs for potential product issues for which the Company expects to incur an obligation. The Company’s estimates of anticipated rates of warranty claims and costs are primarily based on historical information. The Company assesses the adequacy of the warranty reserve on a quarterly basis and adjusts the amount as necessary. If the historical data used to calculate the adequacy of the warranty reserve is not indicative of future requirements, additional or reduced warranty reserves may be required.

The Company also offers its customers extended warranty and service agreements extending beyond the initial warranty for a fee. These fees are recorded as deferred revenue and recognized ratably into income over the life of the extended warranty contract or service agreement.

Income Taxes

The provision for income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences between the financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be recovered or settled. The Company evaluates the realizability of its deferred tax assets and establishes a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized.

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The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Based upon the level of historical taxable income and income tax liability and projections for future taxable income over the periods in which the deferred tax assets are utilizable, we believe it is more likely than not that we will realize the net benefits of the deferred tax assets of our wholly owned subsidiaries, net of the recorded valuation allowance. In the event that actual results differ from our estimates, or we adjust our estimates in future periods, we may need to adjust or establish a valuation allowance, which could materially impact our consolidated financial position and results of operations.

The Company records liabilities related to uncertain tax positions in accordance with the guidance that clarifies the accounting for uncertainty in income taxes recognized in a Company’s financial statements. This guidance prescribes a minimum recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company includes accrued interest and penalties related to unrecognized tax benefits and income tax liabilities, when applicable, in income tax provision.

Customer Advances

The Company commonly requires an advance deposit under the terms and conditions of contracts with customers. These deposits are recorded as a current or long-term liability until revenue is recognized on the specific contract.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The key elements of ASC 606 are: 1) identifying a contract with the customer; 2) identifying the performance obligations in the contract; 3) determining the transaction price; 4) allocating the transaction price to the performance obligations in the contract; and 5) recognizing revenue when (or as) each performance obligation is satisfied.

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Some of the Company’s contracts have multiple performance obligations, most commonly due to providing additional goods or services along with a system, such as installation, accessories, parts and services. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using the best estimate of the standalone selling price of each distinct good or service being provided to the customer. The Company’s best evidence of standalone selling price is its normal selling pricing and discounting practices for the specific product or service when sold on a standalone basis. Alternatively, when not sold separately, the Company may determine standalone selling price using an expected cost plus a margin approach.

The Company’s performance obligations are typically satisfied at a point in time, most commonly either on shipment, or customer acceptance. Certain performance obligations, such as maintenance contracts and extended warranty, are recognized over time based on the contractual obligation period. In addition, certain arrangements to provide more customized deliverables may be satisfied over time based on the extent of progress towards completion. For performance obligations recognized over time, revenue is measured by progress toward completion of the performance obligation that reflects the transfer of control. Typically, progress is measured using a cost-to-cost method based on cost incurred to date relative to total estimated costs upon completion as this best depicts the transfer of control to the customer. Application of the cost-to-cost method requires the Company to make reasonable estimates of the extent of progress toward completion and the total costs the Company expects to incur. Losses are recorded immediately when the Company estimates that contracts will ultimately result in a loss. Changes in the estimates could affect the timing of revenue recognition.

The Company recognizes revenue from systems sales upon transfer of control in an amount that reflects the consideration it expects to receive. Transfer of control generally occurs upon shipment, or for certain systems, based upon customer acceptance for a system once delivered and installed at a customer facility. For systems that include customer-specific acceptance criteria, the Company is required to assess when it can demonstrate the acceptance criteria has been met, which generally is upon successful factory acceptance testing or customer acceptance and evidence of installation. For systems that require installation and where system revenue is recognized upon shipment, the standalone selling price of installation is deferred until customer acceptance. Revenue from accessories and parts is generally recognized based on shipment. Service revenue is recognized as the services are performed or ratably over the contractual obligation and includes maintenance contracts, extended warranties, training, application support and on-demand services.

Revenues from instrument rental and reagent agreements provide customers with the right to use the Company’s instruments upon entering into multi-year agreements to purchase annual minimum amounts of reagents. These types of agreements include an embedded lease relating to the customer’s right to use the Company’s instruments over the period of the agreement. The agreement transaction price is allocated between the instrument and the reagents based on their relative standalone selling prices. When collectability of payments due is probable, reagent rental programs that effectively transfer control of instruments to customers are

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classified as sales-type leases and instrument revenue and cost of revenue are recognized upon the transfer of control to the customer which is often in advance of billings to the customer. The Company’s right to future consideration from reagent purchases under the agreement is allocated to instrument revenue and is recorded as a lease receivable within other current and long-term assets. Agreements that do not meet the criteria to be classified as a sales-type lease are classified as operating leases. Lease revenue is presented in product revenue in the consolidated statements of operations and amounted to less than 1% of total product revenue in each of the years ended December 31, 2025, 2024, and 2023, respectively.

When products are sold through an independent distributor or a strategic distribution partner, the Company recognizes the system sale upon transfer of control which is typically on shipment. When the Company is responsible for installation, the standalone selling price of installation is deferred until customer acceptance. The Company’s distributors do not have price protection rights or rights of return; however, the Company’s products are typically warranted to be free from defect for a period of one year.

The Company includes costs incurred in connection with shipping and handling of products within selling, general and administrative costs in the consolidated statements of operations. Amounts billed to customers in connection with these costs are included in total revenues. When control of the goods transfers prior to the completion of the Company’s obligation to ship the products to its customers, the Company has elected the practical expedient to account for the shipping services as a fulfillment cost. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period is one year or less or the amount is immaterial. The Company excludes from the transaction price all taxes assessed by a governmental authority on revenue-producing transactions that are collected by the Company from a customer.

The Company requires an advance deposit based on the terms and conditions of contracts with customers for many of its contracts. Typically, revenue is recognized within one year of receiving an advance deposit. Excluding reagent agreements, the Company does not have any material payment terms that extend beyond one year and there is minimal variable consideration included in the transaction price of the Company’s contracts.

Other revenues are primarily comprised of licensing arrangements recognized either when the licenses are provided or ratably over the contract term depending on the nature of the arrangement and freight revenue earned from the transportation of goods by air, land, or sea during the period. Other revenue is presented in service and other revenue in the consolidated statements of operations and amounted to less than 1% of total revenue in each of the years ended December 31, 2025, 2024 and 2023 respectively.

Contract Assets and Liabilities

Contract assets represent unbilled receivables when revenue recognized exceeds the amount billed to the customer, and the right to payment is not just subject to the passage of time. Contract assets typically result from system revenue recorded where a portion of the transaction price is not billable until a future event, such as customer acceptance, or from contracts recognized on a cost-to-cost or cost-plus-fixed-fee basis as revenue exceeds the amount billed to the customer. Amounts may not exceed their net realizable value. Contract assets are generally classified as current.

Contract liabilities consist of customer advances, deferred revenue and billings in excess of revenue from contracts recognized on a cost-to-cost or cost-plus fixed fee basis. Contract liabilities are classified as current or long-term based on the timing of when the Company expects to recognize revenue. Contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period.

Leases

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater than 12 months are recognized on the balance sheet as Right-of-use (“ROU”) assets with a corresponding lease liability. The Company has elected not to recognize on the consolidated balance sheets leases with an initial term of 12 months or less. Leases with an initial term of 12 months or less are directly expensed as incurred. Leases are classified as either operating or finance depending on the specific terms of the arrangement.

The Company’s leases mainly consist of facilities, office equipment, and vehicles. The majority of leases are classified as operating. The remaining lease term ranges from 2026 to 2043, with some leases including an option to extend the lease for varying periods of time or to terminate prior to the end of the lease term. Certain lease agreements contain provisions for future rent increases. Lease payments included in the measurement of the lease liability comprise fixed payments, future rent increases tied to an index or rate, and the exercise price of a Company option to purchase the underlying asset if the Company is reasonably certain to exercise the option. Future rent increases dependent on an index or rate are initially measured at the index or rate at the commencement date. The Company’s leases typically do not contain residual value guarantees.

At the commencement date, operating and finance lease liabilities, and their corresponding ROU assets, are recorded based on the present value of lease payments over the expected lease term. The lease term includes the non-cancelable period of the lease, plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. The interest rate implicit in lease

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contracts is typically not readily determinable, therefore an incremental borrowing rate is used to calculate the lease liability. The incremental borrowing rate is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the ROU asset may be required for items such as prepayments, lease incentives received, or initial direct costs paid.

Research and Development

The Company conducts research primarily to enhance system performance and improve the reliability of existing products, and to develop revolutionary new products and solutions. Research and development costs are expensed as incurred and include salaries, wages and other personnel related costs, material costs and depreciation, consulting costs and facility costs.

Capitalized Software

Purchased software licenses are capitalized at cost and are amortized over the estimated useful life, which is generally three years. Software developed for use in the Company’s products is expensed as incurred to research and development expense until technological feasibility is achieved. Subsequent to the achievement of technological feasibility, amounts are capitalizable. Capitalized software costs, which primarily related to the Company’s multi-year Enterprise Resource Planning (“ERP”) transformation initiatives, were $11.4 million, $9.8 million and $1.0 million during the years ended December 31, 2025, 2024, and 2023, respectively.

Advertising

The Company expenses advertising costs as incurred. Advertising expenses were $27.6 million, $27.8 million and $23.7 million during the years ended December 31, 2025, 2024, and 2023, respectively.

Stock-Based Compensation

The Company recognizes stock-based compensation expense in the consolidated statements of operations and comprehensive income based on the fair value of the share-based award at the grant date. The Company’s primary type of share-based compensation is restricted stock units. The Company also offers its employees the option to participate in its Employee Stock Purchase Plan as well as periodically awards stock options to its executive officers.

Compensation expense is amortized on a straight-line basis over the underlying vesting terms of the share-based award. Restricted stock units are periodically awarded to executive officers and other employees of the Company subject to a vesting period of three to four years. Stock-based compensation for restricted stock units is expensed ratably over the vesting period based on the fair value, which is determined based on the stock price as of the grant date of the restricted stock units. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option-pricing model. The stock-based compensation expense related to the Employee Stock Purchase Plan and stock options is not material to the Company.

Series A Mandatory Convertible Preferred Stock

The Company accounts for its Series A Mandatory Convertible Preferred Stock as permanent equity. Dividends on the Series A Mandatory Convertible Preferred Stock are accrued each period, whether or not declared by Bruker’s Board of Directors, at an annual rate of 6.375% based on the liquidation preference of $250 per share. Accrued dividends are recorded as a reduction to retained earnings and are included in other current liabilities. The Company computes net income attributable to Bruker Corporation common shareholders by reducing net income attributable to Bruker Corporation by the dividends on Series A Mandatory Convertible Preferred Stock accumulated during the period. Prior to the conversion of its Series A Mandatory Convertible Preferred Stock, the Company includes, in the diluted net income per common share calculation, the effect, if dilutive, of settling dividends in the Company’s common shares, and the conversion of the outstanding Series A Mandatory Convertible Preferred Stock into the Company's common stock at the applicable conversion rate using the if-converted method.

Earnings (Loss) Per Share

Net income (loss) per common share attributable to Bruker Corporation common shareholders is calculated by dividing net income (loss) attributable to Bruker Corporation common shareholders, adjusted to reflect changes in the redemption value of the redeemable noncontrolling interest, by the weighted-average shares outstanding during the period. The diluted net income (loss) per common share is calculated by dividing net income (loss) attributable to Bruker Corporation common shareholders by the weighted average number of common shares outstanding plus potentially dilutive common shares outstanding during the period. Potentially dilutive common shares from employee equity incentive plans are determined by applying the treasury stock method to outstanding

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stock options, restricted stock units, and employee stock purchase plan. Potentially dilutive common shares from the Series A Mandatory Convertible Preferred Stock are determined by applying the if-converted method on the outstanding Series A Mandatory Convertible Preferred Stock and separately for the Series A Mandatory Convertible Preferred Stock dividends. Under the if-converted method, the Series A Mandatory Convertible Preferred Stock dividends are added back to net income (loss) attributable to Bruker Corporation common shareholders and the Series A Mandatory Convertible Preferred Stock is assumed to have been converted at the beginning of the period, determined using the average common stock price for the period, with the resulting common shares included in the weighted average number of common shares outstanding, if the effect is dilutive. There was no redemption value adjustment of the redeemable noncontrolling interest for the years ended December 31, 2025, 2024, and 2023.

Post-retirement Benefit Plans

The Company measures its benefit obligation and the fair value of plan assets as of December 31st each year. The Company recognizes the over-funded or under-funded status of defined benefit pension and other post-retirement defined benefit plans as an asset or liability, respectively, in its consolidated balance sheets and recognizes changes in the funded status in the year in which the changes occur through other comprehensive income. The Company determines the actuarial present value of the vested benefits to which the employees are entitled assuming employees’ expected date of separation of retirement is December 31st of the current year. The Company records pension service cost within cost of sales, selling, general and administrative, and research and development expenses according to the designated department of the pension eligible employees, while non-service-related pension costs are recorded within interest and other income (expense), net in the consolidated statements of operations. For the defined benefit pension plans, the Company uses a corridor approach to amortize actuarial gains and losses. Under this approach, net actuarial gains or losses in excess of ten percent of the larger of the projected benefit obligation or the fair value of plan assets are amortized over the average remaining service of active participants who are expected to receive benefits under the plans.

Foreign Currency

Assets and liabilities of the Company’s foreign subsidiaries, where the functional currency is not the U.S. Dollar, are translated into U.S. Dollars using the current exchange rate as of the consolidated balance sheet date and shareholders’ equity is translated using historical rates. Revenues and expenses of foreign subsidiaries are translated at the average exchange rates in effect during the year. Adjustments resulting from financial statement translations are included as a separate component of shareholders’ equity. Gains and losses resulting from translation of foreign currency monetary transactions are reported ininterest and other income (expense), net in the consolidated statements of operations and comprehensive income for all periods presented. The Company has certain intercompany foreign currency transactions that are deemed to be of a long-term investment nature. Exchange adjustments related to those transactions are made directly to a separate component of shareholders’ equity.

Equity-method investments

The Company accounts for investments in common stock under the equity method if the Company has the ability to exercise significant influence, but not control, over an investee. Investments in equity-method investees are included within “Other long-term assets” in the consolidated balance sheets. The Company’s proportional share of the earnings or losses as reported by equity-method investees are classified as Equity in (losses) income of unconsolidated investees, net of tax in the consolidated statements of operations and comprehensive income. The Company records investments, including incremental investments, of common shares in equity-method investees at cost adjusted for the Company’s proportional share of earnings or losses. In the event the Company no longer has the ability to exercise significant influence over an equity-method investee, the Company would discontinue accounting for the investment under the equity method. The Company regularly evaluates these investments, which are not carried at fair value, for other-than-temporary impairment and records any impairment charge in earnings when the decline in value below the carrying amount of its equity method investment is determined to be other-than-temporary.

Minority investments

When the Company does not have control or the ability to exercise significant influence over an investee, it accounts for its minority investments in equity interests without a readily determinable fair value using the measurement alternative. The equity interest is initially recorded at cost. The carrying amount is subsequently remeasured to its fair value when observable price changes occur or it is impaired. Any adjustments to the carrying amount are recorded in earnings.

Any impairment charges related to minority investments are included in Interest and other income (expense), net in the consolidated statements of operations.

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Risks and Uncertainties

The Company is subject to risks common to its industry including, but not limited to, global economic conditions, including inflation, the threat of recession, rapid technological change, government and academic funding levels, uncertain economic conditions in the United States and abroad and additional tariffs, geopolitical uncertainties, changes in commodity prices, spending patterns of its customers, protection of its intellectual property, availability of key raw materials and components and other supply chain challenges, compliance with existing and future regulation by government agencies and fluctuations in foreign currency exchange rates and interest rates. Historically, the Company has higher levels of revenue in the fourth quarter and lower levels of revenues in the first quarter of the year, which the Company believes is influenced by its customers’ budgeting cycles.

The Company has experienced supply chain interruptions as a result of general global economic conditions, including economic instability, a tight labor market and other factors including natural events and disasters. Various factors, including increased demand for certain components and production delays, are contributing to shortages of certain components used in the Company’s products and increased difficulties in the Company’s ability to obtain a consistent supply of materials at stable pricing levels. Supply shortages and longer lead teams for components used in the Company's products, including limited source components, have resulted and may continue to cause disruptions to the Company’s production activities, which has had and may continue to have an adverse effect on the Company’s financial condition or result of operations. These factors have impacted and may continue to impact the timing of the Company’s revenue, and have also resulted, and may continue to result in a delay of revenue, and an increase in manufacturing costs, all of which have adversely impacted and may continue to adversely impact the Company’s operating results.

Additionally, world events, such as the conflict between Russia and Ukraine and related economic sanctions, the conflict in the Middle East and surrounding areas, the possible expansion of such conflicts and potential geopolitical consequences, the ongoing tensions between the United States and China, tariff and trade policy changes, and increasing potential of conflict involving countries in Asia that are significant to the Company’s supply chain operations, such as Taiwan and China, have resulted in increasing global tensions and create uncertainty for global commerce. As a result of the adverse economic impacts resulting from the conflict between Russia and Ukraine, such as increased prices for and a reduced supply of key metals used in our products, the Company has ceased its Russian operations. Sustained or worsening global economic conditions and increasing inflation and geopolitical tensions have increased the Company's cost of doing business, impacted the Company’s supply chain operations, caused some of the Company’s customers to reduce or delay spending, and further intensified pricing pressures. Combined with increased inflation, potential energy shortages in Europe where the Company has significant operations, and overall higher energy and transportation costs, these factors have affected and may continue to affect the Company’s financial condition and results of operations.

The preparation of the consolidated financial statements requires the Company to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, judgments and methodologies. The full extent to which the global supply chain interruptions, higher energy costs and shortages, the global economy, including inflation and the threat of recession, and geopolitical instability will directly or indirectly impact future business, results of operations and financial condition, including sales, expenses, reserves and allowances, manufacturing, research and development costs and employee cost related amounts, will depend on future developments that are highly uncertain, including as a result of new developments concerning global supply chain and various global conflicts. The Company has made estimates of the impact of these disruptions within the financial statements and there may be changes to those estimates in future periods. Actual results may differ from management’s estimates if these results differ from historical experience.

BRKR US Equity

BRKR · 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

BRKR US Equity☆

BRKR · 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

BRKR US Equity