Bio-Techne Corporation filed its Annual Report on Form 10-K with the U.S. Securities and Exchange Commission for the fiscal year ended June 30, 2026, disclosing share count, market capitalization data, and references to a pending merger transaction.

Key Highlights

  • Shares outstanding: As of August 17, 2026, the company reported 156,818,238 shares of Common Stock ($0.01 par value) outstanding.
  • Non-affiliate market value: As of December 31, 2025, the aggregate market value of Common Stock held by non-affiliates was $9.1 billion, based on a closing sale price of $58.81 per share on The Nasdaq Stock Market.
  • Large accelerated filer: The registrant indicated it is classified as a large accelerated filer.
  • Pending merger: The filing references a "Merger" as a significant forward-looking item, citing risks including failure to obtain shareholder and regulatory approvals and potential difficulties retaining customers, suppliers, and employees.
  • Internal controls attestation: The registrant confirmed that its registered public accounting firm filed a report and attestation on management's assessment of internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act.

Bio-Techne's Fiscal 2026 Annual Report: Key Disclosures and Merger Context

Bio-Techne Corporation (NASDAQ:TECH), headquartered at 614 McKinley Place N.E., Minneapolis, MN 55413, filed its Form 10-K for the fiscal year ended June 30, 2026. According to the filing, 156,818,238 shares of the company's Common Stock were outstanding as of August 17, 2026. The aggregate market value of shares held by non-affiliates was reported as $9.1 billion as of December 31, 2025, calculated using a closing sale price of $58.81 per share on The Nasdaq Stock Market. Shares held by officers, directors, and holders of 5% or more of outstanding Common Stock were excluded from that calculation.

A notable element of the filing is the company's repeated reference to a pending "Merger," the terms of which are defined in Note 1 to the Consolidated Financial Statements. The filing's forward-looking statements section identifies multiple risks associated with the Merger, including "the risk that the Merger may not be completed in a timely manner, or at all," failure to satisfy conditions such as shareholder and regulatory approvals, and "potential difficulties retaining customers, suppliers, distributors and employees as a result of the announcement and pendency of the Merger." The company states that all such forward-looking statements are subject to risks and uncertainties and are based on management's assumptions and assessments.

The registrant confirmed compliance with regulatory filing requirements over the preceding 12 months and confirmed submission of all required Interactive Data Files under Rule 405 of Regulation S-T. Portions of the company's Proxy Statement for its 2026 Annual Meeting of Shareholders are incorporated by reference into Part III of the filing.

What Was Disclosed

Bio-Techne filed its fiscal year 2026 Annual Report disclosing 156,818,238 shares outstanding, a $9.1 billion non-affiliate market value as of December 31, 2025, large accelerated filer status, and multiple risk factors related to a pending merger transaction.