BRUKER CORP (BRKR)

CIK: 0001109354. SIC: 3826 Laboratory Analytical Instruments. Latest 10-K as of: 2026-02-27.

SIC breadcrumb: Manufacturing > SIC Major Group 38 > SIC 3826 Laboratory Analytical Instruments

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1109354. Latest filing source: 0001193125-26-082523.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001109354.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001109354.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001193125-26-211889.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-05-07. Report date: 2026-03-31.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our interim unaudited condensed consolidated financial statements and the notes to those statements included in Part 1, Item 1 of this Quarterly Report on Form 10-Q, and in conjunction with the audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025. 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 Quarterly Report on Form 10-Q 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:

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

•
our cost savings initiatives;

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

•
our plans to make capital investments;

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

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

•
our expectations regarding backlog and revenue;

•
our expectations and the impact of our restructuring initiatives or success of our acquisitions;

•
the impact of our global IT transformation activities;

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

•
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 our Annual Report on Form 10-K for the year ended December 31, 2025 and in this Quarterly Report on Form 10-Q. 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:

•
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;

•
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, conflicts in the Middle East and surrounding areas and hostilities involving Iran, 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 conflict involving countries in Asia that are significant to the Company’s supply chain operations, such as Taiwan and China;

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

•
the timing of governmental stimulus programs and academic research budgets;

•
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;

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

•
changes in raw material, component and logistics costs;

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

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

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

•
the time required to obtain governmental licenses;

•
our ability to achieve desired cost savings;

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

•
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.

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: the Bruker Scientific Instruments (“BSI”) BioSpin Segment, the BSI CALID Segment, the BSI NANO Segment, and the Bruker Energy & Supercon Technologies (“BEST”) Segment.

Consolidated Results

The following table presents a summary of our consolidated results as of the three months ended March 31, 2026, and 2025 (dollars in millions):

Three Months Ended

March 31,

2026

2025

GAAP Financial Measures:

Revenue

$

823.4

$

801.4

Revenue year-on-year growth rate

2.7

%

11.0

%

Gross Profit

$

379.8

$

391.2

Gross Profit Margin

46.1

%

48.8

%

Operating Income

$

10.2

$

31.8

Operating Income Margin

1.2

%

4.0

%

Net cash provided by operating activities

$

71.2

$

65.0

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

Non-GAAP Constant-exchange rate (“CER”) currency revenue

$

786.8

$

811.8

Non-GAAP Constant-exchange rate (“CER”) currency revenue year-on-year (decrease) growth rate

(1.8

)%

12.5

%

Non-GAAP Organic Revenue

$

766.0

$

742.6

Non-GAAP Organic Revenue year-on-year (decrease) growth rate compared to prior year revenue

(4.4

)%

2.9

%

Non-GAAP Gross Profit

$

411.8

$

410.9

Non-GAAP Gross Profit Margin

50.0

%

51.3

%

Non-GAAP Operating Income

$

84.2

$

101.7

Non-GAAP Operating Income Margin

10.2

%

12.7

%

Non-GAAP Free Cash Flow

$

47.0

$

39.0

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

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Non-GAAP Financial Measures

Uses and definitions:

Although our unaudited condensed 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:

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

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

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

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

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

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

•
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 non-GAAP organic revenue:

Three Months Ended

March 31,

2026

yoy growth (decline) (a)

2025

GAAP revenue

$

823.4

2.7%

$

801.4

Effect of changes in foreign currency translation rates

36.6

(10.4

)

Non-GAAP CER currency revenue

$

786.8

(1.8)%

$

811.8

Acquisitions

20.8

69.2

Non-GAAP Organic revenue

$

766.0

(4.4)%

$

742.6

(a)
Year-over-year (“yoy”) growth rates are calculated as the percentage increase (or decrease) in respective line items relative to GAAP revenue in the comparable prior year.

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The non-GAAP CER revenue decline during the three months ended March 31, 2026, was driven primarily by weaker demand in the academic and government research and industrial markets for our analytical instruments, partially offset by higher revenue from semiconductor and hospital and clinical markets as well as the current year impact of recent acquisitions.

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

Three Months Ended

March 31,

2026

2025

Gross profit

$

379.8

46.1

%

$

391.2

48.8

%

Non-GAAP adjustments:

Restructuring costs

9.5

1.2

%

2.6

0.3

%

Acquisition-related costs

3.4

0.4

%

2.3

0.3

%

Purchased intangible amortization

16.7

2.0

%

14.0

1.7

%

Intangible assets impairm

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-27. Report date: 2025-12-31.

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:

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

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

•
our plans to make capital investments;

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

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

•
our expectations regarding backlog and revenue;

•
our expectations and the impact of our restructuring initiatives;

•
the impact of our global IT transformation activities;

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

•
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:

•
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;

•
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

42

Table of Contents

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;

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

•
the timing of governmental stimulus programs and academic research budgets;

•
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;

•
foreign currency exchange rates;

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

•
changes in raw material, component, and logistics costs;

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

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

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

•
the time required to obtain governmental licenses;

•
our ability to achieve desired cost savings;

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

•
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.

43

Table of Contents

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 Ended

December 31,

2025

2024

GAAP Financial Measures:

Revenue

$

3,436.5

$

3,366.4

Revenue year-on-year Growth Rate

2.1

%

13.6

%

Gross Profit

$

1,577.7

$

1,649.5

Gross Profit Margin

45.9

%

49.0

%

Operating Income

$

68.2

$

253.1

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 Constant-exchange rate (“CER”) currency revenue year-on-year (decrease) growth rate

(0.2

)%

14.0

%

Non-GAAP Organic Revenue

$

3,242.6

$

3,082.8

Non-GAAP Organic Revenue year-on-year (decrease) growth rate compared to prior year revenue

(3.7

)%

4.0

%

Non-GAAP Gross Profit

$

1,712.0

$

1,736.9

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.

44

Table of Contents

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:

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

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

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

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

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

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

•
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 Ended

December 31,

2025

2024

GAAP revenue

$

3,436.5

$

3,366.4

Effect of changes in foreign currency translation rates

(77.6

)

13.1

Non-GAAP CER currency revenue

$

3,358.9

$

3,379.5

Acquisitions

116.3

296.7

Non-GAAP Organic revenue

$

3,242.6

$

3,082.8

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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Table of Contents

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

Year Ended

December 31,

2025

2024

Gross profit

$

1,577.7

45.9

%

$

1,649.5

49.0

%

Non-GAAP adjustments:

Restructuring costs

42.0

1.2

%

11.6

0.3

%

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

—

Other costs

5.7

0.2

%

5.6

0.2

%

Non-GAAP gross profit

$

1,712.0

49.8

%

$

1,736.9

51.6

%

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 Ended

December 31,

2025

2024

Operating income

$

68.2

2.0

%

$

253.1

7.5

%

Non-GAAP adjustments:

Restructuring costs

77.4

2.3

%

24.7

0.7

%

Acquisition-related costs

16.3

0.5

%

51.9

1.5

%

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

—

Other costs

24.2

0.7

%

18.7

0.6

%

Non-GAAP operating income

$

433.1

12.6

%

$

518.0

15.4

%

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 Ended

December 31,

2025

2024

Net cash provided by operating activities

$

134.1

$

251.3

Less: purchases of property, plant and equipment

(90.8

)

(115.3

)

Free cash flow

$

43.3

$

136.0

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 Ended

December 31,

2025

2024

Dollar

Change

Percentage

Change

Product revenue

$

2,766.4

$

2,759.2

$

7.2

0.3

%

Service and other revenue

670.1

607.2

62.9

10.4

%

Total revenue

3,436.5

3,366.4

70.1

2.1

%

Cost of product revenue

1,486.5

1,364.5

122.0

8.9

%

Cost of service and other revenue

372.3

352.4

19.9

5.6

%

Total cost of revenue

1,858.8

1,716.9

141.9

8.3

%

Gross profit

1,577.7

1,649.5

(71.8

)

(4.4

)%

Operating expenses:

Selling, general and administrative

946.5

893.8

52.7

5.9

%

Research and development

395.2

376.5

18.7

5.0

%

Goodwill impairment charge

96.5

—

96.5

100.0

%

Other charges, net

71.3

126.1

(54.8

)

(43.5

)%

Total operating expenses

1,509.5

1,396.4

113.1

8.1

%

Operating income

68.2

253.1

(184.9

)

(73.1

)%

Bargain purchase gain and associated measurement period adjustments

—

(8.0

)

8.0

100.0

%

Interest and other expense, net

(46.2

)

(38.2

)

(8.0

)

20.9

%

Income before income taxes, equity in losses of unconsolidated

     investees, net of tax, and noncontrolling interests in consolidated

     subsidiaries

22.0

206.9

(184.9

)

(89.4

)%

Income tax provision

29.3

91.4

(62.1

)

(67.9

)%

Equity in losses of unconsolidated investees, net of tax

(1.0

)

(1.7

)

0.7

(41.2

)%

Consolidated net (loss) income

(8.3

)

113.8

(122.1

)

(107.3

)%

Net income attributable to noncontrolling interests in

    consolidated subsidiaries

0.3

0.7

(0.4

)

(57.1

)%

Net (loss) income attributable to Bruker Corporation

(8.6

)

113.1

(121.7

)

(107.6

)%

Dividends on Series A Mandatory Convertible Preferred Stock

13.9

—

13.9

100.0

%

Net (loss) income attributable to Bruker Corporation common shareholders

$

(22.5

)

$

113.1

(135.6

)

(119.9

)%

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Revenue

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

Year Ended

December 31,

2025

2024

Dollar

Change

Percentage

Change

BSI BioSpin

$

878.8

$

905.7

$

(26.9

)

(3.0

)%

BSI CALID

1,210.2

1,093.5

116.7

10.7

%

BSI NANO

1,084.3

1,098.3

(14.0

)

(1.3

)%

BEST

270.9

283.0

(12.1

)

(4.3

)%

Eliminations (a)

(7.7

)

(14.1

)

6.4

$

3,436.5

$

3,366.4

$

70.1

2.1

%

(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 Ended

December 31,

2025

2024

Gross Profit

GPM by Segment

Gross Profit

GPM by Segment

BSI BioSpin

$

389.1

44.3

%

$

453.9

50.1

%

BSI CALID

625.6

51.7

%

593.9

54.3

%

BSI NANO

516.3

47.6

%

540.4

49.2

%

BEST

46.7

17.2

%

61.3

21.7

%

Total gross profit

$

1,577.7

45.9

%

$

1,649.5

49.0

%

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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Table of Contents

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 by an 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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Table of Contents

Operating Income

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

Year Ended

December 31,

2025

2024

Operating

Income (Loss)

OM by Segment

Operating

Income (Loss)

OM by Segment

BSI BioSpin

$

104.3

11.9

%

$

157.8

17.4

%

BSI CALID

153.3

12.7

%

180.0

16.5

%

BSI NANO

(71.8

)

(6.6

)%

2.3

0.2

%

BEST

19.4

7.2

%

34.9

12.3

%

Corporate, eliminations and other (a)

(137.0

)

(121.9

)

Total operating income

$

68.2

2.0

%

$

253.1

7.5

%

(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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Table of Contents

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 Ended

December 31,

2025

2024

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

Effect of exchange rate changes on cash, cash equivalents, and restricted cash

43.7

(28.7

)

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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Table of Contents

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 Policies in 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 Policies in 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.