Bio-Techne：2024年度报告

Washington, DC 20549 FORM10-K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 BIO-TECHNE CORPORATION (Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during thepreceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for thepast 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T during the preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item405 of Regulation S-K is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in PartIII of this Form10-K or any amendment to this Form10-K.☒ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and“emerging growth company” in Rule12b-2of the Exchange Act. (Check one): If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☐No☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statement of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by anyof the registrant’s executive officers during the relevant period pursuant to Section 240.10D-1(b).☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section404(b)of the Sarbanes-Oxley Act (15 USC. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.Yes☒No☐ As of December 31, 2024, the aggregate market value of the Common Stock held by non-affiliates of the Registrant was $11.4billion based upon the closing saleprice as reported on The Nasdaq Stock Market ($72.03 per share). Shares of Common Stock held by each officer and director and by each person who owns 5% ormore of the outstanding Common Stock have been excluded. As of August18, 2025,155,549,587shares of the Company’s Common Stock ($0.01 par value) were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Company’s Proxy Statement for its 2025Annual Meeting of Shareholders are incorporated by reference into PartIII. TABLE OF CONTENTS PARTI Item1.Business4Item1A.Risk Factors14Item1B.Unresolved Staff Comments28Item1C.Cybersecurity28Item2.Properties29Item3.Legal Proceedings30Item4.Mine Safety Disclosures30PARTIIItem5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities30Item6.Selected Financial Data33Item7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations33Item7A.Quantitative and Qualitative Disclosures about Market Risk46Item8.Financial Statements and Supplementary Data47Item9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure88Item9A.Controls and Procedures88Item9B.Other Information89PARTIIIItem10.Directors, Executive Officers89Item11.Executive Compensation89Item12.Security Ownership of Certain Beneficial Owners and Management and RelatedShareholder Matters89Item13.Certain Relationships and Related Transactions, and Director Independence89Item14.Principal Accounting Fees and Services89PARTIVItem15.Exhibits, Financial Statement Schedules90SIGNATURES94 In this Annual Report, the terms “Bio-Techne” or the “Company” refer to Bio-Techne Corporation,Bio-Techne Corporation and its consolidated subsidiaries, or the consolidated subsidiaries of Bio-Techne Corporation, as the context requires. FORWARD-LOOKING INFORMATION AND CAUTIONARY STATEMENTS Certain statements included or incorporated by reference in this Annual Report, in other documentswe file with or furnish to the Securities and Exc