布鲁克美股招股说明书(2025-09-05版)

We are offering 2,400,000 shares of our 6.375% Mandatory Convertible Preferred Stock, SeriesA, par value $0.01 pershare (the “Mandatory Convertible Preferred Stock”). Dividends on the Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declaredby our Board of Directors, or an authorized committee thereof, at an annual rate of 6.375% on the liquidation preference of$250.00 per share. We may pay declared dividends in cash or, subject to certain limitations, in shares of our common stock,par value $0.01 per share (“common stock”) or in any combination of cash and shares of our common stock on March1,June1, September1 and December1 of each year, commencing on December1, 2025, and ending on, and including,September1, 2028. Unless earlier converted, each share of the Mandatory Convertible Preferred Stock will automatically convert on thesecond business day immediately following the last Trading Day (as defined herein) of the Settlement Period (as definedherein) into between 6.9534 and 8.5179 shares of our common stock (respectively the “Minimum Conversion Rate” and the“Maximum Conversion Rate”), each, subject to anti-dilution adjustments as described herein. The number of shares of ourcommon stock issuable on conversion of the Mandatory Convertible Preferred Stock will be determined based on the AverageVWAP (as defined herein) per share of our common stock over the 20 consecutive Trading Day period beginning on, andincluding, the 21st Scheduled Trading Day (as defined herein) immediately preceding September1, 2028 (the “SettlementPeriod”). At any time prior to September1, 2028, holders may elect to convert each share of the Mandatory ConvertiblePreferred Stock into shares of our common stock at the Minimum Conversion Rate of 6.9534 shares of our common stock pershare of the Mandatory Convertible Preferred Stock, subject to anti-dilution adjustments as described herein. If holders electto convert any shares of the Mandatory Convertible Preferred Stock during a specified period beginning on the effective dateof a Fundamental Change (as defined herein), such shares of the Mandatory Convertible Preferred Stock will be convertedinto shares of our common stock at the Fundamental Change Conversion Rate (as defined herein), and the holders will also beentitled to receive a Fundamental Change Dividend Make-Whole Amount and Accumulated Dividend Amount (each asdefined herein). Prior to this offering, there has been no public market for the Mandatory Convertible Preferred Stock. We intend toapply to list the Mandatory Convertible Preferred Stock on the Nasdaq Global Select Market (the “Nasdaq”) under the symbol“BRKRP.” If the application is approved, we expect trading of the Mandatory Convertible Preferred Stock on the Nasdaq tobegin within 30 days after the Mandatory Convertible Preferred Stock is first issued. Our common stock is listed on theNasdaq under the ticker symbol “BRKR.” The last reported sale price of our common stock on the Nasdaq on September 3,2025 was $29.35 per share. Investing in the Mandatory Convertible Preferred Stock involves significant risks. See “Risk Factors” beginningon page S-15herein and in the documents we have incorporated by reference for more information. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful orcomplete. Any representation to the contrary is a criminal offense. We have granted the underwriters the option, exercisable within 30 days from the date of this prospectus supplement, topurchase up to an additional 360,000 shares of the Mandatory Convertible Preferred Stock from us at the public offering price,less the underwriting discount, solely to cover over-allotments, if any. The underwriters expect to deliver the Mandatory Convertible Preferred Stock to purchasers on or about September8,2025, which will be the second business day after the initial trade date for the Mandatory Convertible Preferred Stock (thissettlement cycle being referred to as “T+2”). Under Rule15c6-1 under the Securities Exchange Act of 1934, as amended (the“Exchange Act”), trades in the secondary market generally must settle in one business day, unless the parties to the tradeexpressly agree otherwise. Accordingly, purchasers who wish to trade shares of the Mandatory Convertible Preferred Stockbefore the business day before the settlement date must, because the Mandatory Convertible Preferred Stock initially willsettle T+2, specify an alternate settlement cycle at the time of such trade to prevent a failed settlement. Those purchasersshould consult their advisors. BofA Securities TABLE OF CONTENTS Prospectus Supplement PageAbout This Prospectus SupplementS-iiSummaryS-1Risk FactorsS-15Special NoteRegarding Forward-Looking StatementsS-24Use of ProceedsS-26CapitalizationS-28Dividend Polic