BRUKER CORP

March 31, 2026

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 hasfour reportable segments:

•

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.

•

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.

•

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.

•

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 unaudited condensed consolidated financial statements represent the consolidated accounts of the Company. All intercompany accounts and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements as of March 31, 2026, and December 31, 2025, and for the three months ended March 31, 2026, and 2025, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, the financial information presented herein does not include all of the information and footnotes required by GAAP for complete financial statements. The condensed consolidated balance sheet data as of December 31, 2025, was derived from our audited financial statements, but does not include all disclosures required by GAAP. The condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, that was filed with the SEC on February 27, 2026. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair statement of the Company’s financial position, results of operations, comprehensive income, and cash flows have been included. The results for interim periods are not necessarily indicative of the results expected for any other interim period or the full year.

At March 31, 2026, the Company’s significant accounting policies, which are detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, have not changed.

Recent Accounting Pronouncements

In November 2025, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2025-09 – Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. This new guidance refines certain aspects of the hedge accounting guidance in ASC 815 to better align financial reporting with the economic effects of an entity's risk management activities and to address implementation issues identified since the hedge accounting guidance that was issued prior to this ASU. Specifically, the ASU provides improvements in the following five areas: (i) similar risk assessment of cash flow hedges, (ii) hedging forecasted interest payments on chose-your-rate debt instruments, (iii) cash flow hedges of nonfinancial forecasted transactions, (iv) net written options as hedging instruments, and (v) foreign currency-denominated debt instruments as a hedging instrument and hedged item. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual periods. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No. 2025-06 – Intangibles, Goodwill, and other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This new guidance modernizes the accounting for internal-use software by removing references to prescriptive project stages and introducing a new capitalization threshold based on management’s commitment to funding and the probability of project completion. Entities are also required to evaluate significant development uncertainty before capitalizing costs. The Company early adopted the ASU effective as of January 1, 2026, prospectively. The adoption did not have a material impact on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03 – Income Statement - Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses. This guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is evaluating the potential impact of this adoption on the consolidated financial statements and related disclosures.

Acquisitions

During the three months ended March 31, 2026, and during the year ended December 31, 2025, the Company completed various acquisitions that collectively complemented the product offerings of the Company’s existing businesses.

The valuation methodology used to determine the fair value of the identifiable assets acquired and liabilities assumed, unless otherwise noted, is consistent with that described in Note 2, Summary of Significant Accounting Policiesof the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

2026 Acquisitions

The following table presents the consideration transferred and the allocation to the identifiable assets acquired and liabilities assumed for the 2026 acquisitions (in millions):

The table below summarizes information on the Tofwerk AG and its wholly owned subsidiaries (collectively “Tofwerk”) acquisition:

On January 6, 2026, the Company acquired the remaining 60.0% ownership interest in Tofwerk and its subsidiaries. The transaction was accounted for as an acquisition achieved in stages. The acquisition date fair value of the existing interest was $38.1 million which resulted in a non-taxable gain of $12.2 million thatthe Company recognized in interest and other income (expense), net in the unaudited condensed consolidated statements of operations for the period. Refer to Note 11, Interest and other income (expense), net for further information. Based on the terms of the transaction and the nature of the negotiations, the Company determined there was no control premium factored into the purchase of the additional 60.0%interest. The fair value of the existing interestin Tofwerk was determined using the implied business economic value of the entity based on the terms of the acquisition of the additional 60.0% interest.

As a result of the transaction, the Company recognized 100% of the identifiable assets acquired and liabilities assumed of Tofwerk at their respective acquisition‑date fair values. The excess of the total consideration transferred, together with the fair value of the previously held interest, over the fair value of identifiable net assets acquired was recorded as goodwill.

The most significant identifiable intangible asset acquired was technology. The fair value of the technology and customer relationships intangible assets was estimated using a multi-period excess earnings method. The fair value of the tradename intangible asset was estimated using a relief from royalty method. The following table presents estimated useful life for the acquired intangible assets as determined by the Company:

The estimated useful life for the acquired technology intangible assets for the other acquisitions as determined by the Company was 3 years.

The Company believes goodwill to represent future economic benefits of the acquisitions that are not individually identifiable, primarily expected synergies from combining the businesses such as the elimination of surplus facilities and headcount, and the utilization of the Company’s existing commercial infrastructure to expand sales of the acquired businesses’ products and services. The Company does not expect the amounts allocated to goodwill to be deductible for tax purposes.

The Company recorded the provisional determination of the fair value of the identifiable assets acquired and liabilities assumed based on the information available at the time of the issuance of these financial statements for the Tofwerk acquisition and other acquisitions that occurred in the first quarter of 2026. Accordingly, 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.

Results of operations for 2026 acquired businesses

Results from the acquisitions included in the consolidated financial statements of the Company from the acquisition dates through March 31, 2026, include revenues of $13.0 million and pre-tax gains totaling $0.5 million. The tax effect of pre-tax gains incurred will be included in the related jurisdictional tax returns of the subsidiaries.

Supplemental Pro Forma Information for 2026 acquired businesses (unaudited)

The consolidated results for the quarter ended March 31, 2026, would not be materially different had the Tofwerk acquisition been completed on January 1, 2026, instead of January 6, 2026. The other acquisition completed during the quarter ended March 31, 2026 was not material to the Company. As such, additional pro forma information combining the results of operations of the Company and these acquisitions have not been included in the consolidated financial statements.

2025 Acquisitions

The following table presents the consideration transferred and the allocation to the identifiable assets acquired and liabilities assumed for the 2025 acquisitions (in millions):

The table below summarizes information on the Recipe Chemicals + Instruments GmbH (“Recipe”) acquisition:

In the acquisitions above, customer relationships and technology intangible assets were the most significant identifiable assets acquired. The fair value of the assets is estimated using a multi-period excess earnings method for customer relationships and a relief from royalty method for technology.

The following table presents estimated useful life for the acquired intangible assets related to the Recipe acquisition as determined by the Company:

The amortization period for the intangible assets acquired for the Company’s other acquisitions is three to twelve years for the technology.

The Company believes goodwill to represent future economic benefits of the acquisitions that are not individually identifiable, primarily expected synergies from combining the businesses such as the elimination of surplus facilities and headcount, and the utilization of the Company’s existing commercial infrastructure to expand sales of the acquired businesses’ products and services. The Company does not expect the amounts allocated to goodwill to be deductible for tax purposes.

The Company has finalized its valuation of the assets acquired and liabilities assumed related to the acquisitions that occurred during the first half of 2025, within the measurement period, and no further material adjustments were made. For certain other acquisitions that occurred in the fourth quarter of 2025, the Company recorded the 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 these financial statements. Accordingly, 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.

Results of operations for 2025 acquired businesses

Results from the acquisitions included in the consolidated financial statements of the Company from the acquisition dates through December 31, 2025, include revenues of $19.2 million and pre-tax losses totaling $2.4 million. Pre-tax losses include purchased intangible amortization related to the acquisitions as well as acquisition-related expenses, which are recorded within Other charges, net in the consolidated statements of operations. Acquisition-related expenses primarily relate to pre-close services, legal and professional services associated with integration activities, and other transaction costs. The tax effect of pre-tax losses incurred will be included in the related jurisdictional tax returns of its subsidiaries.

Supplemental Pro Forma Information for 2025 acquired businesses (unaudited)

The consolidated results for the year ended December 31, 2025, would not be materially different had the 2025 acquisitions been completed on January 1, 2025. As such, additional pro forma information combining the results of operations of the Company and these acquisitions have not been included in the consolidated financial statements.

Minority and Equity-method Investments

As of March 31, 2026, the aggregate amount of equity investments without readily determinable fair value using the measurement alternative was $25.9 million. During the three months ended March 31, 2026, the Company completed one minority investment. Total cash consideration for the investment was de minimis.

The Company acquired a minority equity interest in NovAliX in 2024 and concurrent with the transaction, the Company entered into an agreement with the remaining shareholders that provides the Company with the right to purchase, and the shareholders with the right to sell, the remaining ownership of NovAliX for cash at a contractually defined redemption value exercisable beginning in 2029 and ending in 2034 (the “put option liability”). The fair value of the put option liability was estimated to be $10.9 million as of March 31, 2026, and $11.0 million as of December 31, 2025. The fair value measurement of the liability as of March 31, 2026, and as of December 31, 2025, included significant unobservable inputs as follows:

Refer to Note 11, Interest and other income (expense), net, for information on impairment charges to write down the carrying value of a certain minority investment for the three months ended March 31, 2026.

As of December 31, 2025, the aggregate amount of equity investments without a readily determinable fair value using the measurement alternative was $26.3 million. During the year ended December 31, 2025, the Company completed several minority investments. The following table reflects the consideration transferred (in millions):

Duringthe year ended December 31, 2025, the Company identified qualitative indicators of impairment for certain minority investments which are accounted for under the measurement alternative. Such qualitative indicators of impairment included an updated assessment of the investee’s remaining operating cash runway, the likelihood and ability to raise additional capital, and current business plans. The Company determined the fair value of these investments to be below their carrying amounts, as a result, the Company recorded impairment charges of $20.0 million during the year ended December 31, 2025, of which $1.9 million was recorded during the three months ended March 31, 2025, to write down the carrying values of these investments. The impairment charges are included in Interest and other income (expense), net in the unaudited condensed consolidated statements of operations.

Goodwill and Intangible Assets

Goodwill

The following table sets forth the changes in the carrying amount of goodwill (in millions):

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.

Subsequent to March 31, 2026, the Company completed the merger of the Bruker Spatial Biology division and the Bruker Cellular Analysis Business Unit, with Bruker Spatial Biology as the surviving division. This merger triggered an interim goodwill impairment test, and if there is any resulting impairment charge, it will be recorded in the second quarter of 2026.

Intangible Assets

The following is a summary of intangible assets (in millions):

For the three months ended March 31, 2026, and 2025, the Company recorded amortization expense of$32.5 million and$27.3 million, respectively, related to intangible assets subject to amortization.

On a quarterly basis, the Company reviews its intangible assets to determine if there have been any triggering events that could indicate an impairment. Impairment losses are recorded 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 costs are recorded in total cost of revenue and total operating expenses in the unaudited condensed consolidated statements of operations for the difference between the fair value and carrying value of the asset. During the three months ended March 31, 2026, the Company identified indicators of impairment due to the operating performance of certain asset groups and the decision to discontinue certain product lines due to restructurings plans as described in Note 10, Restructuring and Asset Impairments. In connection therewith, the Company determined that certain long-lived assets had net carrying values that were not recoverable and as result during the three months ended March 31, 2026, the Company recognized impairment charges of$0.7 million in cost of product revenue for existing technology and related patents intangible assets in the NANO segment, and$2.0 million in other charges, net for existing technology and related patents intangible assets in the CALID segment. During the three months ended March 31, 2025, the Company recognized a de minimis impairment charge to write off a trade name intangible asset which was no longer in use.

Revenue

The following table presents the Company’s revenue by end customer geography for the three months ended March 31, (in millions):

The following table presents revenue for the Company recognized at a point in time versus over time for the three months ended March 31, (in millions):

As of March 31, 2026, and December 31, 2025, the following balances were associated with revenue (in millions):

(a)

Approximately$186.5 million of the contract liability balance on December 31, 2025, was recognized as revenue during the three months ended March 31, 2026.

(b)

Bruker’s mix of remaining performance obligations consist of firm orders under non-cancelable purchase orders received from customers and the timing of revenue recognition can vary significantly due to a variety of factors. Bruker manufactures innovative scientific instruments and diagnostic solutions which can result in varying production and installation timing due to components, customization, manufacturing, assembly, testing processes, and customer site availability or readiness. Bruker’s expected completion of performance obligations can vary from year to year based on these and other factors. As a result, performance obligations on any particular date may be indicative of Bruker’s short-term revenue performance but is not necessarily a reliable indicator of long-term revenue performance. The Company will recognize revenues for these performance obligations as they are satisfied, the majority of which is expected to occur within the next twelve months.

The Company has historically generated higher levels of revenue in the fourth quarter and lower levels of revenue in the first quarter of the year, which it believes is influenced by its customers’ budgeting cycles.

Business Segment Information

The Company's CEO is the chief operating decision maker. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. We exclude from segment expenses and segment operating income certain corporate-related expenses and certain transactions or adjustments, such as costs related to restructuring actions, acquisition and related integration expenses, amortization of acquired intangible assets, and costs associated with our global information technology transition initiatives. The Company's intersegment sales and transfers are accounted for at discounted market-based prices based on intersegment agreements. The chief operating decision maker uses segment operating income to assess the performance for each segment by comparing the results of each segment with one another, comparing actual results to budget and prior year, as well as to allocate resources.

The following table presents segment results for the three months ended March 31, 2026, and 2025, (in millions):

(a)

Represents corporate costs and intersegment eliminations not allocated to the reportable segments. These costs include general and administrative expenses not directly incurred by the segments such as professional fees incurred for the quarterly reviews and annual audit of the consolidated financial statements, personnel costs of corporate accounting, finance, legal, and IT resources, and other expense items.

(b)

Adjustments and reconciling items consist of costs related to restructuring actions, acquisition and related integration expenses, amortization of acquired intangible assets, costs associated with our global information technology (“IT”) transition initiatives, goodwill, intangible assets, and other long-lived asset impairment charges, and other costs.

Refer to Note 6, Revenue for information on revenue by geographical area.

Total capital expenditures and depreciation and amortization by segment are as follows for the periods reported (in millions):

Total assets by segment are as follows (in millions):

(a)

Assets not allocated to the reportable segments and eliminations of intercompany transactions.

The Company is unable, without unreasonable effort or expense, to disclose the amount of total assets by the BSI BioSpin, BSI CALID and BSI NANO Segments as well as the Corporate function and further, the Company’s chief operating decision maker does not receive long-lived asset information individually by these reportable segments and Corporate.

Earnings Per Share

The following table sets forth the computation of basic and diluted weighted average shares outstanding and associated net income per common share attributable to Bruker Corporation common shareholders (in millions, except per share amounts):

The methodology used to determine the earnings per common share attributable to Bruker Corporation common shareholders is consistent with that described in Note 2, Summary of Significant Accounting Policiesof the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

The following common share equivalents have been excluded from the computation of diluted weighted average common shares outstanding, as their effect would have been anti-dilutive (amounts in millions of shares):

Other Charges, Net

The components of other charges, net are as follows (in millions):

(a)

Acquisition-related expenses relate primarily to transaction costs on potential and consummated acquisitions and integration costs of recently acquired entities.

10. Restructuring and Asset Impairments

The following table presents restructuring costs by segment as included within the Company’sunaudited condensed consolidated statements of operations (in millions):

The following table sets forth the changes in restructuring reserves, excluding costsof$7.4 million for scrapping, expired, or expiring inventory, for the three months ended March 31, 2026 (in millions):

Corporate wide restructuring plan: In the second quarter of 2025, the Company initiated a corporate-wide restructuring plan to be implemented across multiple functions and geographies to address macroeconomic conditions and uncertainties challenges, drive cost efficiencies and margin improvements, as well as to better align the Company’s product offerings (the “corporate-wide restructuring plan”). The corporate-wide restructuring plan includes a reduction in headcount, consolidation of leased facilities, and discontinuation of certain product offerings. The corporate-wide restructuring plan is expected to be completed during 2026.

The following table summarizes the charges incurred in connection with the corporate-wide restructuring plan by reportable segment for the three months ended March 31, 2026 (amounts in millions):

(a)

The Company made severance, exit, and other restructuring payments of $11.9 million for the three months ended March 31, 2026.

As of March 31, 2026, the Company expects to incur additional restructuring charges of $4.5 million primarily related to legal fees in connection with corporate-wide restructuring plan through the remainder of 2026. However, there may be additional costs in addition to those known as of March 31, 2026, that will be recognized through the remainder of 2026. Refer to Note 12, Restructuringof the Annual Report on Form 10K for the year ended December 31, 2025, for further information on this restructuring plan.

BSI NANO restructuring plan: In the first quarter of 2026, the Company initiated a restructuring plan to be implemented in the BSI NANO segment to drive cost efficiencies and margin improvements primarily through the consolidation of certain divisions (the “BSI NANO restructuring plan”). The BSI NANO restructuring plan includes a reduction in headcount, merger of divisions within the segment, consolidation of leased facilities, and discontinuation of certain product offerings. The BSI NANO restructuring plan is expected to be completed during 2026.

The following table summarizes the charges incurred in connection with the BSI NANO restructuring plan for the three months ended March 31, 2026 (amounts in millions):

(a)

The Company made severance, exit, and other restructuring payments of less than $0.1 million for the three months ended March 31, 2026.

In connection with the BSI NANO restructuring plan, the BSI NANO segment deemed certain right of use (“ROU”) assets, fixed assets, and existing technology and related patents intangible assets’ carrying value to be lower than its fair value. As a result, the segment recorded impairment charges totaling $3.1 million for ROU assets, $8.7 million for fixed assets, and $0.7 millionfor existing technology and related patents intangible assets during the three months ended March 31, 2026.

Interest and Other Income (Expense), Net

The components of interest and other income (expenses), net are as follows (in millions):

Provision for Income Taxes

The components of provision for income taxes are as follows (in millions):

(a)

The decrease in the Company's effective tax rate was primarily due to changes in jurisdictional mix andthe impact of a nontaxable gain associated with the acquisition of Tofwerk (refer to Note 3, Acquisitions for more information).

The table below summaries unrecognized tax benefits and accrued interest and penalties components (in millions):

(a)

This excludes penalties and interest. If these unrecognized tax benefits were recognized, there would be a reduction of the Company's effective tax rate.

(b)

These are related to uncertain tax positions and were included in other long-term liabilities on the Company's unaudited condensed consolidated balance sheets.

The Company files tax returns in the United States, which include federal, state and local jurisdictions, and many foreign jurisdictions with varying statutes of limitations. The Company considers Germany, the United States and Switzerland to be its significant tax jurisdictions. The majority of the Company’s earnings are derived in Germany and Switzerland. Accounting for the various federal and local taxing authorities, the statutory rates for 2026 are approximately 30.0% and 20.0% for Germany and Switzerland, respectively. The mix of earnings in those two jurisdictions resulted in an increase of approximately 7.8% from the U.S. statutory rate of 21.0% in the three months ended March 31, 2026.

The Organization for Economic Co-operation and Development introduced its Pillar Two Framework Model Rules (“Pillar 2”), which provides guidance for a global minimum tax. Various countries have either enacted or are in the process of enacting legislation to implement this framework. Our income tax provision for the three months ended March 31, 2026 reflects currently enacted legislation and guidance related to the model rules. This enacted legislation and guidance did not have a material impact on our income tax provision for the three months ended March 31, 2026. The Company continues to monitor the countries in which it operates as they enact legislation implementing Pillar 2.

Inventories

Inventories consisted of the following (in millions):

Finished goods include in-transit systems shipped to the Company’s customers for which control has not passed on to the customers. As of March 31, 2026, and December 31, 2025, the value of finished goods inventory-in-transit was$71.8 million and$81.1 million, respectively.

Other Current Assets

Other current assets consisted of the following (in millions):

Debt

The Company’s debt obligations consist of the following (in millions):

(a)

Amounts outstanding under the Term Loan Agreements bear interest at a rate equal to the Swiss Average Rate Overnight (“SARON”), plus a margin ranging from (i)1.000% to 1.500% in the case of the three- and five-year term loan facilities and (ii)1.250% to 1.750% in the case of the seven-year term loan facilities, in each case, based on the Company’s leverage ratio, provided, however, that ifthe loans are required to bear interest determined by reference to an Alternate Base Rate (“ABR Loans”), then such ABR Loans shall bear interest equal to (i) the federal funds effective rate plus ½ of 1%, (ii) theprime rate announced by Bank of America, N.A., and (iii)1%, plus a margin ranging from 0.100% to 0.200%, based on the Company’s leverage ratio.

(b)

The fair value of the Company's long-term fixed interest rate debt was$1,407.4 million and$1,432.2 million as of March 31, 2026, and December 31, 2025, respectively.

Significant borrowings and repayments:

The following table summarizes the Company’s debt borrowings and repayments for the three months ended March 31, 2026, and 2025 (amounts in millions):

Revolving Credit Facility:

As of March 31, 2026, the maximum commitments and net amounts available under (i) the 2024 Revolving Credit Agreement and (ii) other lines of credit with various financial institutions located primarily in Germany and Switzerland that are unsecured and typically due upon demand are as follows (dollars in millions):

(a)

Any debt outstanding under the 2024 Amended and Restated Revolving Credit Agreement is due at the end of its term in January 2029, and borrowings under this agreement may also be prepaid, at the Company’s option, in whole or in part without premium or penalty.

As of March 31, 2026, the Company was in compliance with the financial covenants of all debt agreements.

Fair Value of Financial Instruments

The Company measures the following financial assets and liabilities at fair value on a recurring basis. The following tables set forth the Company’s financial instruments and present them within the fair value hierarchy using the lowest level of input that is significant to the fair value measurement (in millions):

(a)

Equity interest purchase option liability is related to NovAliX. Refer to Note 4, Minority and Equity-Method Investments, for more information.

Refer to Note 2, Summary of Significant Accounting Policies to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, for further information on the risks and valuation methodology used for assets and liabilities measured or disclosed at fair value.

Derivative Instruments and Hedging Instruments

The Company's major exposure relates to foreign exchange rate risk. The Company’s exposure to foreign exchange rate risk includes exchange risk as a result of non-U.S. operations having functional currencies other than the U.S. Dollar, which is managed by cross-currency swap agreements and long-term debt designated as net investment hedges. As of March 31, 2026, the Company had several cross-currency swap agreements that qualify for hedge accounting with a notional value of$122.3 million of U.S. Dollar to Swiss Franc and a notional value of$122.3 million of U.S. Dollar to Euro to hedge the variability in the movement of foreign currency exchange rates on portions of its Euro and Swiss Franc denominated net asset investments.

In addition, the Company has foreign currency exposure at a transaction level, and this is addressed by forward currency contracts for significant exposures, which have not been designated as accounting hedges.

The following table presents the Company's notional amounts outstanding under foreign exchange contracts, cross-currency interest rate swap agreements, and long-term debt designated as net investment hedges, as well as the respective fair value of the instruments (in millions):

The following is a summary of the gain (loss) included in Interest and other income (expense), net in the unaudited condensed consolidated statements of operations and comprehensive income related to the derivative instruments described above (in millions):

The following is a summary of the gain (loss) included in Accumulated other comprehensive income, net of tax in the unaudited condensed consolidated statements of operations and comprehensive income related to the derivative instruments described above (in millions):

The Company's 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.

18. Contingent Consideration:

The following table sets forth the changes in contingent consideration liabilities (in millions):

Changes in fair value subsequent to acquisition are recognized in Acquisition-related expenses, net included in Other charges, net, in the unaudited condensed consolidated statements of operations. Contingent consideration payments in excess of the acquisition date fair value are included in net cash provided by operating activities, and the original acquisition date values are included in net cash provided by (used in) financing activities in the unaudited condensed consolidated statements of cash flows. The contingent consideration is categorized as Level 3 in the fair value hierarchy and changes in fair value subsequent to acquisition are recognized in earnings. The carrying value and changes in fair value subsequent to acquisition recognized for contingent consideration are not material to the Company’s financial condition or result of operations, therefore additional disclosures regarding the significant unobservable inputs and sensitivity analysis have been omitted. Refer to Note 2, Summary of Significant Accounting Policiesof the Company's Annual Report on Form 10-K for the year ended December 31, 2025, for more information on the Company’s policy on contingent consideration.

19. Hybrid Instruments Liabilities:

Related to certain other majority owned acquisitions, the Company has 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. Refer to Note 2, Summary of Significant Accounting Policiesof the Company's Annual Report on Form 10-K for the year ended December 31, 2025, for more information on the Company’s policy on hybrid instruments liabilities.

The following table sets forth the changes in hybrid instruments liability (in millions):

The Level 3 fair value measurements of our hybrid instrument liabilities include the following significant unobservable inputs for the three months ended March 31, 2026:

Commitments and Contingencies

The Company’s product offerings include technologies and related intellectual property rights that are either developed or acquired. Such technologies and rights, particularly patents, are a significant part of ongoing product development and differentiation. Lawsuits, claims, and proceedings of a nature that claim infringement of patents or patent licenses owned by others are considered normal to the business and may be pending from time to time against the Company. Intellectual property litigation is inherently complex and unpredictable. Although monetary and injunctive relief is typically sought, remedies and restitution are generally not determined until the conclusion of the trial court proceedings and can be modified on appeal. Accordingly, the outcomes of individual cases are difficult to time, predict or quantify.

Loss contingency provisions are recorded if the potential loss from any claim, asserted or unasserted, or legal proceeding related to patents, products, and other matters, is considered probable and the amount can be reasonably estimated, or a range of loss can be determined. If the estimate of a probable loss is a range and no amount within the range is more likely, management’s best estimate is represented by the minimum amount of the range. If a material loss is not reasonably estimable, but is considered probable, or a material loss is reasonably possible, but not probable, disclosure would be provided below. The outcome of any of these proceedings cannot be accurately predicted, and the ultimate resolution of any of these existing matters, net of amounts accrued in the Company's balance sheet, may have a material adverse effect on the Company's business or financial condition.

Third parties might allege that the Company or its collaborators are infringing their patent rights or that the Company is otherwise violating their intellectual property rights. An adverse outcome in any of these proceedings could result in one or more of the following and have a material impact on our business or consolidated results of operations and financial position: (i) loss of patent protection; (ii) inability to continue to engage in certain activities; (iii) payment of significant damages, royalties, penalties, and/or license fees to third parties; and, (iv) with respect to products acquired through acquisitions accounted for as business combinations, potentially significant intangible asset impairment charges.

At March 31, 2026, and December 31, 2025, the accrual for several unresolved legal matters that are probable and estimable was$5.6 million and$5.4 million, respectively. In management’s opinion, the Company is not currently involved in any legal proceedings individually or in the aggregate that could materially adversely impact our operating results and cash flows.

In December 2025, the Company entered into a settlement and patent license agreement with AbCellera Biologics Inc. (“AbCellera”) and The University of British Columbia (“UBC”) resolving a previous patent litigation matter. The settlement included an agreement by the Company to pay $36.0 millionto AbCellera in two equal installments over the first two quarters of 2026, as well as royalties on sales of the Company’s Beacon Optofluidic platform products in designated market segments until the expiration of the applicable patents. As of March 31, 2026, the remaining unpaid portion of the settlement liability was $18.0 million and is expected to be paid by the end of the second quarter of 2026.

In May 2025, the Company entered into a settlement and global cross license agreements with 10x Genomics, Inc. (“10x”) resolving a previous patent litigation matter. The settlement included an agreement by the Company to pay $68.0 million to 10x in four quarterly installments beginning in the third quarter of 2025, as well as royalties on sales of the Company’s GeoMx Digital Spatial Profiler and CosMx Spatial Molecular Imager products until the expiration of the applicable patents. As of March 31, 2026, the remaining unpaid portion of the settlement liabilitywas $15.8 million (plus accrued interest), and this was subsequently paid in April 2026.

Shareholders’ Equity

At March 31, 2026, the Company had 183,127,676 shares issued and 152,223,088 shares outstanding of common stock (260,000,000 shares authorized with $0.01 par value).

Mandatory Convertible Preferred Stock

As of March 31, 2026, the Company had 2,760,000 shares of Series A mandatory convertible preferred stock outstandingor $693.7 million in aggregate liquidation pref erence (5,000,000 shares authorized with $0.01 par value). When, and if declared by the Company’s board of directors, dividends on the Series A mandatory convertible preferred stock are payable quarterly at a rate per annum equal to 6.375%on the liquidation preference of $250 per share. Dividends on the Series A mandatory convertible preferred stock are cumulative, and the Series A mandatory convertible preferred stock, unless previously converted or redeemed, will automatically convert into the Company’s common stock on September 1, 2028. Unless converted earlier in accordance with its terms, each share of Series A mandatory convertible preferred stock will automatically convert on the mandatory conversion date into between 6.9534 and 8.5179 shares of Common Stock, in each case, subject to customary anti-dilution adjustments. The number of shares of Common Stock issuable upon mandatory conversion will be determined based on the average volume weighted average price per share of Common Stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately prior to September 1, 2028. If upon mandatory conversion, the Board of Directors has not declared and paid all or any portion of the accumulated and unpaid dividends payable on the outstanding shares of the Series A mandatory convertible preferred stock, the applicable conversion rate will be adjusted so that converting holders receive an additional number of shares of Bruker common stock having a market value generally equal to the amount of such undeclared, accumulated and unpaid dividends.

If a “fundamental change” as defined in the Certificate of Designations, occurs on or prior to September 1, 2028, then holders of the Mandatory Convertible Preferred Stock will be entitled to convert all or any portion of their shares (but in no event in increments of less than one share of the Mandatory Convertible Preferred Stock), into shares of the Company’s common stock at the fundamental change conversion rate, as defined in the Certificate of Designations, for a specified period of time, and also to receive an amount to compensate such holders for unpaid accumulated dividends and any remaining future scheduled dividend payments.

Share Repurchase Program

In May 2023, the Company’s Board of Directors approved a share repurchase program (the “2023 Repurchase Program”) authorizing the purchase of up to $500.0 million of the Company’s 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. The 2023 Repurchase Program expired in May 2025 and has not been renewed. At March 31, 2026, the Company held 30,904,588 shares of treasury stock at cost.

Stock-Based Compensation

The Company recorded stock-based compensation expense as follows in the unaudited condensed consolidated statements of operations and comprehensive income (in millions):

In addition to the awards above, the Company recorded stock-based compensation expense within other charges, net of$0.1 million and$0.6 million in the three months ended March 31, 2026, and 2025, respectively, related to the fair value changes of hybrid instruments associated with the option rights of certain minority shareholders of the Company’s majority owned acquisitions.

At March 31, 2026, the Company expected to recognize pre-tax stock-based compensation expense of$4.2 million associated with outstanding stock option awards granted under the Company's stock plans over the weighted average remaining service period of 2.7 years. The Company also expects to recognize additional pre-tax stock-based compensation expense of$41.1 million associated with outstanding restricted stock units granted under the Company's 2016 Incentive Compensation Plan over the weighted average remaining service periodof 2.6 years.