BRUKER CORP

September 30, 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.

Effective July 1, 2026, the Company completed a reorganization of its reportable segments to streamline its organizational structure and further facilitate decision making, accountability, customer focus, and innovation. Prior to this change, the Company’s four reportable segments consisted of Bruker Scientific Instruments (“BSI”) BioSpin, BSI CALID (Chemicals, Applied Markets, Life Science, In Vitro Diagnostics, Detection), BSI NANO, and Bruker Energy & Supercon Technologies (“BEST”). As a result of this reorganization, beginning in the third quarter of 2026, the Company’s reportable segments consist of the following:

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BSI Biosystems (“BIOS”), consisting of:

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The BioSpin division, which combines the former Magnetic Resonance Spectroscopy, Preclinical Imaging, Biopharma and Applied Services, and Services and Lifecycle Support divisions, all of which were previously part of the former BSI BioSpin segment;

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The SciY (formerly Integrated Data Solutions) division, previously part of the former BSI BioSpin segment;

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The Chemspeed Technologies (“CST”) (formerly Automation) division, previously part of the former BSI BioSpin segment;

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The Daltonics division (formerly Bruker Life Sciences Mass Spectrometry and Bruker Applied Mass Spectrometry), previously part of the former BSI CALID segment;

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The Optics division, previously part of the former BSI CALID segment; and

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The Mimetas division, a new division formed during the third quarter of 2026 following the acquisition of a majority interest in Mimetas B.V., as described in Note 3, Acquisitions.

BSI BIOS designs, manufactures, and distributes life science and analytical instrumentation based on magnetic resonance, mass spectrometry, molecular spectroscopy, and preclinical imaging technologies. BSI BIOS provides laboratory automation and scientific software solutions that support research, development, and quality control workflows across life science, pharmaceutical, biotechnology, clinical, industrial, and other analytical applications. Revenues are generated from academic and government research institutions, pharmaceutical and biotechnology companies, clinical laboratories, and industrial customers.

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BSI Microbiology and Infection Diagnostics (“BMID”), consisting of the Microbiology, Molecular Diagnostics, and Biomedical Systems divisions, which were previously part of the former BSI CALID segment.

BSI BMID develops, manufactures, and distributes innovative solutions for microbial identification, molecular diagnostics, and biomedical laboratory applications. The segment’s portfolio includes systems, software, consumables, reagents, and biological products used for microbial identification, infectious disease diagnostics, antimicrobial susceptibility and resistance testing, microbial genomics, laboratory workflow optimization, and specialty diagnostic applications. Revenues are generated from clinical laboratories, public health agencies, industrial, pharmaceutical, veterinary, food safety, and research markets worldwide.

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BSI NANO, for which no changes were made to the reportable segment structure in connection with the reorganization.

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, products and services for targeted spatial proteomics, products for measuring gene expression and for spatial transcriptional profiling, multi-omic services, optofluidic and proteomic barcoding platforms, and products and services for spatial genomics research. 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.

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BEST, for which no changes were made to the reportable segment structure in connection with the reorganization.

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.

Prior period segment information within Note 5, Goodwill and Intangible Assets, Note 7, Business Segment Information, and Note 10, Restructuring and Asset Impairments has been recast to conform to the new reportable segments as described above. This reportable operating segment realignment did not impact the Company’s historical consolidated results of operations, financial position or cash flows.

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 September 30, 2026, and December 31, 2025, and for the three and nine months ended September 30, 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 the Company’s audited financial statements, but does not include all disclosures required by GAAP. The unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, that was filed with the SEC on February 27, 2026 (“2025 Form 10-K”). 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 (loss) 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. Certain lines previously reported under specific captions within the unaudited condensed consolidated statements of redeemable noncontrolling interests and shareholders’ equity, the unaudited condensed consolidated statement of cash flows, Note 9, Other Charges (Gains), Net, Note 11, Interest and Other (Expense) Income, Net, and Note 14, Other Current Assets, have been reclassified to conform to the current period presentation.

At September 30, 2026, the Company’s significant accounting policies, which are detailed in the 2025 Form 10-K, 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 choose-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 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 its consolidated financial statements and related disclosures.

Acquisitions

During the nine months ended September 30, 2026, 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 Policies, to the consolidated financial statements included in the 2025 Form 10-K.

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 acquisitions material to the Company’s financial statements in 2026:

The Company’s acquisition of the remaining 60.0% ownership interest in Tofwerk and its subsidiaries 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 the first quarter of 2026 in Interest and other (expense) income, net in theunaudited condensed consolidated statements of operations. 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 interest in 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.

In connection with the Mimetas acquisition, the Company entered into an agreement with the noncontrolling interest holders that provides the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 6.0% at a contractually defined redemption value exercisable during the second quarter of 2029. The rights associated with the noncontrolling interests are contingently redeemable at the option of the Company or the noncontrolling interest holder during the option period, and therefore, is included in the mezzanine section of the consolidated balance sheet. Following the expiration of the option period, the Company may be required to purchase the noncontrolling interest at its fair market value upon the occurrence of certain contractually defined events.

Technology was the most significant identifiable intangible asset acquired in the acquisitions described above and was assigned estimated useful lives ranging from three toeleven years by the Company. The fair value of acquired technology intangible assets was estimated using the multi-period excess earnings method or the relief from royalty method, as appropriate.

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 Mimetas acquisition. 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. The Company has finalized its valuation of the assets acquired and liabilities assumed related to all other acquisitions completed prior to the third quarter of 2026, within the measurement period, and no further material adjustments were recorded.

Results of operations for 2026 acquired businesses

The results from the acquisitions included in the unaudited condensed consolidated financial statements of the Company from the acquisition dates through September 30, 2026, include revenues of$32.8 million and pre-tax losses totaling$2.6 million. The tax effect of pre-tax losses incurred will be included in the related jurisdictional tax returns of the subsidiaries.

Supplemental Pro Forma Information for 2026 acquired businesses (unaudited)

The consolidated revenue and earnings results for the three and nine months ended September 30, 2026 would not be materially different had the Tofwerk and Mimetas acquisitions been completed on January 1, 2026. The other acquisition completed during 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 unaudited condensed consolidated financial statements.

Minority and Equity-Method Investments

As of September 30, 2026 and December 31, 2025, the fair value of equity investments without readily determinable fair values using the measurement alternative was $19.7 million and $26.3 million, respectively. During the nine months ended September 30, 2026, the Company completed three minority investments. Total cash consideration for the investments was de minimis.

The Company acquired a 30% interest in NovAliX’s common stock 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”). During the third quarter of 2026, the Company identified qualitative indicators of impairment in connection with its NovAliX investment as discussed below, and revalued the put option liability using the discounted cash flow method. The fair value of the liability was estimated to be $25.2 million as of September 30, 2026, and $11.0 million as of December 31, 2025. Changes in the fair value of the liability were recorded in Other charges (gains), net in the unaudited condensed consolidated statements of operations.

The fair value measurement of the put option liability as of September 30, 2026 and December 31, 2025 included significant unobservable inputs as follows:

The fair value measurement of the put option liability is sensitive to changes in the significant unobservable inputs. Increases in projected cash flow assumptions would result in a higher fair value measurement, while higher risk premiums would result in a lower fair value measurement. The significant unobservable inputs may be interrelated, and changes in one input may be offset by changes in another input. Accordingly, changes in these unobservable inputs could result in a materially higher or lower fair value measurement.

The following table sets forth the changes in the put option liability (in millions):

In connection with the revaluation, the Company determined that the fair value of its investment in NovAliX was lower than its carrying amount and, accordingly, recorded an impairment charge of $34.6 million during the three and nine months ended September 30, 2026. The impairment charge was recorded in Interest and other (expense) income, net in the unaudited condensed consolidated statements of operations. In determining the fair value of the NovAlix investment, the Company used a weighted combination of the market approach and the income approach. Significant unobservable inputs used in the discounted cash flow model, which are classified within Level 3, included, but were not limited to, a discount rate of 14.5%, projected future cash flows, and long-term growth expectations.

In April 2026, one of the Company’s equity interest investments completed its initial public offering (“IPO”). Prior to the IPO, the equity position was valued using the measurement alternative. Following the IPO, the investment was measured at fair value with changes recognized in earnings. As of September 30, 2026, the fair value of the investment was $47.3 million. The investment is subject to a 180‑day market lock-up restriction that expired on October 14, 2026. The Company recorded an unrealized gain of $9.7 million and $37.3 million for the three and nine months ended September 30, 2026, respectively, which was recorded in Interest and other (expense) income, net in the unaudited condensed consolidated statements of operations.

During the nine months ended September 30, 2026, the Company identified qualitative indicators of impairment for certain of its minority investments, including the NovAliX investment discussed above, which are accounted for under either the measurement alternative or the equity method. Such qualitative indicators of impairment included updated assessments of the investees’ remaining operating cash runway, the investees’ ability and likelihood of raising additional capital, and the investees’ current business plans. The Company determined the fair value of these investments to be below their carrying amounts and, as a result, recorded impairment charges of $35.6 million and $40.3 million during the three and nine months ended September 30, 2026, respectively, including the impairment charge related to NovAliX discussed above. During the three and nine months ended September 30, 2025, the Company recorded impairment charges of$15.9 million and $17.8 million, respectively, related to certain minority investments. The impairment charges were included in Interest and other (expense) income, 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. If a quantitative impairment test is performed, the Company compares the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. If the carrying amount of a reporting unit exceeds the fair value of the reporting unit, an impairment charge is recognized for the amount by which the carrying value exceeds the reporting unit’s fair value up to the total amount of goodwill allocated to the reporting unit. The assumptions used in the Company’s impairment analyses are developed in light of current market conditions and future expectations which include, but are not limited to, new product and service developments, impact of competition, and future economic conditions. The reporting unit fair value measurement is classified as Level 3 in the fair value hierarchy because it involves significant unobservable inputs.

On April 1, 2026, the Company completed the merger of the Bruker Cellular Analysis (“BCA”) business into the Bruker Spatial Biology (“BSB”) division. In connection with this merger, the Company performed goodwill impairment tests for the BSB reporting unit pre‑merger as of March 31, 2026, and for the newly combined reporting unit post‑merger (“BSB&CA”) as of April 1, 2026. The pre-merger goodwill impairment test indicated that the fair value of the BSB reporting unit exceeded its carrying value and, therefore, no impairment charge was recorded. Based on the results of the post-merger goodwill impairment test, the Company recorded a goodwill impairment charge of $36.5 million during the second quarter of 2026 within the BSI NANO segment. During the third quarter of 2026, changes in the competitive landscape and operating results below expectations led the Company to lower its expectations for the BSB&CA reporting unit, including its long-term forecasted revenue and cash flows. These factors constituted a triggering event, requiring an interim goodwill impairment test as of September 30, 2026. In performing the test, the Company updated key assumptions to reflect BSB&CA’s most recent operating results, current market conditions (including changes in the competitive landscape), and management’s revised expectations of future revenue and operating margin. As a result, the Company recorded an additional goodwill impairment charge of $174.5 million within the BSI NANO segment. The third quarter 2026 impairment charge represented the remaining goodwill balance of the BSB&CA reporting unit.

Goodwill impairment charges for the BSB&CA reporting unit within the BSI NANO segment totaled $211.0 million for the nine months ended September 30, 2026. In determining the fair values of the BSB reporting unit pre-merger and the BSB&CA reporting unit in the second quarter of 2026 the Company used a weighted combination of the market approach and the income approach. When determining the fair value of the BSB&CA reporting unit in the third quarter of 2026, the Company used the income approach. Significant assumptions in the discounted cash flow model included, but were not limited to, discount rates ranging from 11.0% to 14.0%, revenue growth rate assumptions at the higher end of the projected ranges for the Company’s other significant businesses, and, for the impairment test performed in the third quarter of 2026, operating margin rate assumptions that were lower than those of the Company’s other significant businesses.

During the second quarter of 2026, the Company reduced its forecasted revenue and cash flows for the CST (formerly Automation) reporting unit. As a result, the Company performed a goodwill impairment test for the CST reporting unit. During the nine months ended September 30, 2026, the Company recorded a goodwill impairment charge of$98.4 million in the unaudited condensed consolidated statements of operations within the BSI BIOS segment, all of which was recognized in the second quarter of 2026. The impairment charge represented the remaining goodwill balance of the CST reporting unit. In determiningthe fair value of the CST reporting unit, the Company used the income approach. Significant assumptions in the discounted cash flow model included, butwere not limited to, a discount rate of 13.5% and revenue growth and operating margin rate assumptions at the lower end of the projected ranges for the Company’s other significant businesses.

As described in Note 1, Description of Business, effective July 1, 2026, the Company completed a reorganization of its reportable segments. This reorganization resulted in changes to the composition of certain of the Company’s reporting units and as a result, the Company performed an interim goodwill impairment test for those reporting units. The Company completed the analysis during the third quarter of 2026 and determined that the fair values of the affected reporting units exceeded their carrying values. Accordingly, no goodwill impairment charge was recorded.

In connection with the acquisition of Mimetas, as further described in Note 3, Acquisitions, the Company established a new reporting unit, Mimetas, within the BSI BIOS segment during the third quarter of 2026, and assigned goodwill of$42.5 million to the reporting unit. Based on the preliminary purchase price allocation, the estimated fair value of the Mimetas reporting unit approximated its carrying value as of the acquisition date. As of the filing date of this Quarterly Report on Form 10-Q, the Company is not aware of any events or trends that are reasonably likely to have a negative impact on the estimated fair value of the Mimetas reporting unit.

The Company will continue to monitor circumstances and uncertainties that may impact the carrying values of its reporting units, including the current macroeconomic conditions and the timing and quantity of future cash flows. If the fair value of any of the Company’s reporting units declines below the carrying value in future periods, additional goodwill impairment charges may be incurred.

Intangible Assets

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

For the three months ended September 30, 2026, and 2025, the Company recorded amortization expense of$30.1 million and$30.3 million, respectively, related to intangible assets subject to amortization. For the nine months ended September 30, 2026, and 2025, the Company recorded amortization expense of$95.9 million and$89.1 million, respectively, related to intangible assets.

On a quarterly basis, the Company reviews long-lived assets, including finite-lived intangible assets, to determine if there have been any triggering events that could indicate an impairment. Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the carrying value of an asset group is not recoverable, measured as the amount by which the carrying value exceeds the quoted market price, if available, or the estimated fair value of the asset groups. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset group 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 group.

During the first quarter of 2026, the Company recorded a de minimis impairment charge on certain existing technology and patent intangible assets related to the decision to discontinue certain product lines as part of the restructuring plans described in Note 10, Restructuring and Asset Impairments. No additional intangible asset impairment charges were recorded during the nine months ended September 30, 2026 other than the aforementioned first-quarter charge. The good will impairment triggering events identified during the nine months ended September 30, 2026, as described above, were also assessed for their impact on the associated intangible assets. Based on the Company’s analysis, no impairment of the associated intangible assets was identified, and accordingly, no intangible asset impairment charges were recorded. During the three and nine months ended September 30, 2025, the Company identified impairment indicators related to the operating performance of certain asset groups, including the discontinuation of certain tradenames and product lines under restructuring plans in effect during the period, and macroeconomic conditions and uncertainties. As a result, the Company recorded impairment charges of $12.6 million and $18.3 million in cost of product revenue and $10.3 million and $11.8 million in other (gains) charges, net, for the three and nine months ended September 30, 2025, respectively.

Revenue

The following table presents the Company’s revenues by end customer geography for the periods reported (in millions):

The following table presents revenue for the Company recognized at a point in time versus over time for the periods reported (in millions):

As of September 30, 2026, and December 31, 2025, the following balances were associated with revenue (in millions):

(a)

Approximately$362.5 million of the contract liability balance on December 31, 2025, was recognized as revenue during the nine months ended September 30, 2026.

(b)

Bruker’s mix of remaining performance obligations consists 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(“CODM”). In evaluating segment performance, the CODM excludes from segment expenses and segment operating income (loss) certain corporate-related expenses and certain transactions or adjustments, such as costs related to restructuring actions, acquisitions and related integration expenses, amortization of acquired intangible assets, costs associated with the Company’s global information technology (“IT”) transition initiatives, goodwill, intangible assets, other long-lived asset impairment charges, and other costs. The accounting policies of the segments are the same as those described in Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements included in the 2025 Form 10-K.

As discussed in Note 1, Description of Business, effective July 1, 2026, the Company completed a reorganization of its reportable segments. Prior period segment information has been recast to conform to the new reportable segments.

The following tables present segment results for the three and nine months ended September 30, 2026, and 2025 (in millions):

(a)

Represents corporate costs and intersegment eliminations not allocated to the reportable segments. Unallocated 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 the Company’s global ITtransition initiatives; goodwill, intangible assets, 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 BIOS, BSI BMID, and BSI NANO segments, as well as the Corporate function. Furthermore, the Company’s CODM 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 netloss per common share attributable to Bruker Corporation common shareholders (in millions, except per share amounts):

As the Company reported a net loss for the three and nine months ended September 30, 2026 and 2025, diluted and basic net loss per common share for those periods are the same because all potentially dilutive shares are anti-dilutive in a net loss position.

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 (Gains), Net

The components of other charges (gains), 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.

Restructuring and Asset Impairments

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

The following table sets forth the changes in restructuring reserves, excluding costs of $7.7 million for scrapping expired, or expiring inventory, for the nine months ended September 30, 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, challenges and uncertainties, 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 included a reduction in headcount, consolidation of leased facilities, and discontinuation of certain product offerings. Cumulative restructuring charges incurred under the Corporate-wide Restructuring Plan totaled $74.3 million as of September 30, 2026. The Company made severance, exit, and other restructuring payments of $4.2 millionand$23.6 million for the three and nine months ended September 30, 2026, respectively, in connection with the Corporate-wide Restructuring Plan. The Corporate-wide Restructuring Plan was completed during the second quarter of 2026, and no further costs are expected to be incurred in connection therewith.

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 Company made severance, exit, and other restructuring payments of $0.8 million and $3.0 million for the three and nine months ended September 30, 2026, respectively, in connection with the BSI NANO Restructuring Plan. The BSI NANO Restructuring Plan is expected to be completed by the end of 2026, and any additional charges related to the plan are expected to be de minimis.

The following table summarizes the charges incurred in connection with the BSI NANO Restructuring Plan for the three and nine months ended September 30, 2026 (amounts in millions):

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’ fair value to be lower than its carrying value. As a result, the segment recorded impairment charges totaling$5.2 million for ROU assets, $9.0 million for fixed assets, and $0.7 million for existing technology and related patents intangible assets during the nine months ended September 30, 2026. There wereno impairment charges related to the BSI NANO Restructuring Plan recorded during the three months ended September 30, 2026.

BSI Biosystems Restructuring Plan: Effective July 1, 2026, the Company reorganized its reportable segments, refer to Note 1, Description of Business, for further information on this reorganization. In connection with this reorganization, the Company implemented certain restructuring actions (the “BSI Biosystems Restructuring Plan”). The BSI Biosystems Restructuring Plan includes a reduction in headcount, merger and reorganization of divisions within the BSI BIOS segment, consolidation of leased facilities, and discontinuation of certain product offerings. The Company made severance, exit, and other restructuring payments of$1.7 million and $2.5 million for the three and nine months ended September 30, 2026, respectively, in connection with the BSI Biosystems Restructuring Plan. As of September 30, 2026, the Company expects to incur additional restructuring charges of approximately$4.0 million to $6.0 million in connection with the BSI Biosystems Restructuring Plan. The plan is expected to be completed in the first half of 2027, and the actual additional charges we incur may differ from current estimates.

The following table summarizes the charges incurred in connection with the BSI Biosystems Restructuring Plan for the periods presented (amounts in millions):

Interest and Other (Expense) Income, Net

The compo nents of Interest and other (expense) income, net are as follows (in millions):

Provision for Income Taxes

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

(a)

The Company recorded an income tax benefit and an income tax provision for the three and nine months ended September 30, 2026, respectively. The income tax benefit for the three months ended September 30, 2026 was driven primarily by deductible goodwill impairment charges recorded in the Company’s BSB&CA reporting unit. The income tax provision for the nine months ended September 30, 2026 was driven primarily by the tax effects of nondeductible goodwill impairment charges recorded in previous quarters in the Company’s CST reporting unit, partially offset by deductible goodwill impairment charges recorded in the Company’s BSB&CA reporting unit (refer to Note 5, Goodwill and Intangible Assets, for more information).

The table below summarizes 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, compared to the U.S. statutory rate of 21.0%.

The Organization for Economic Co-operation and Development (“OECD”) introduced its Pillar Two Framework Model Rules (“Pillar Two”), 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. In January 2026, the OECD/G20 Inclusive Framework issued guidance establishing a Side-by-Side system, including safe harbors that may apply to U.S. parented multinational groups. The Company’s income tax provision for the three and nine months ended September 30, 2026, reflected currently enacted legislation and guidance related to Pillar Two. This enacted legislation and guidance did not have a material impact on the Company’s income tax provision for the three and nine months ended September 30, 2026. The Company continues to evaluate the Side-by-Side guidance and monitor the countries in which it operates as they enact legislation implementing Pillar Two.

Inventories

Inventories consisted of the following (in millions):

Finished goods include in-transit systems that have been shipped to the Company’s customers but not yet installed and accepted by the customer. At September 30, 2026, and December 31, 2025, finished goods inventory-in-transit was$60.4 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 1.250% to 1.750% in the case of the seven-year term loan facilities, based on the Company’s leverage ratio, provided, however, that if the 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) the prime rate announced by Bank of America, N.A., and (iii)1%, plus a margin ranging from 0.000% to 0.500%, based on the Company’s leverage ratio. The rate shown in this table represents the average rate applicable during the third quarter of 2026.

(b)

The fair value of the Company’s long-term fixed interest rate debt was $1,370.9 million and$1,432.2 million as of September 30, 2026, and December 31, 2025, respectively.

Long-term borrowings and repayments:

The following table summarizes the Company’s long-term debt borrowings and repayments for the nine months ended September 30, 2026, and 2025, excluding activity under the 2024 Revolving Credit Agreement, which is presented separately in the unaudited condensed consolidated statement of cash flows (amounts in millions):

Revolving Credit Facility:

As of September 30, 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 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.

On September 15, 2026, the Company entered into amendments to each of its four outstanding note purchase agreements, dated December 11, 2019, December 7, 2021, February 1, 2024, and February 8, 2024 (collectively, the “Amendments”). The Amendments modify certain covenant provisions permitting the Company, during two separate four-quarter availability periods (the first commencing with the fiscal quarter ending September 30, 2026), to convert such indebtedness into U.S. Dollars for purposes of the leverage ratio covenant using the more favorable of the applicable quarter-end exchange rate or the trailing twelve-month average exchange rate, subject to a maximum aggregate reduction of $150 million in the Consolidated Total Indebtedness component of the leverage ratio in any quarter. The Amendments also increased the limits on qualifying cash that offsets the overall debt balance used in the leverage ratio calculation, subject to specified limitations. The amendments to the February 1, 2024 and February 8, 2024 note purchase agreements also removed certain conditions on the Company’s ability to elect the increased leverage ratio permitted following a material acquisition. All other significant terms remain consistent with those described in Note 20, Debt, to the consolidated financial statements included in the 2025 Form 10-K.

As of September 30, 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 presents them within the fair value hierarchy using the lowest level of input that is significant to the fair value measurement (in millions):

Refer to Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements included in the 2025 Form 10-K, for further information on the risks and valuation methodology used for assets and liabilities measured or disclosed at fair value. There were no material items that were measured at fair value on a non-recurring basis for the nine months ended September 30, 2026, and the year ended December 31, 2025, other than (i) the reporting units as presented in our goodwill impairment analysis (as disclosed in Note 5, Goodwill and Intangible Assets); (ii) assets acquired and liabilities assumed through our acquisitions; and (iii) certain equity method investments as disclosed in Note 4, Minority and Equity-Method Investments.

Derivative Instruments and Hedging Instruments

The Company’s primary market risk is foreign currency exchange rates arising from its non-U.S. operations having functional currencies other than the U.S. Dollar. The Company manages this risk through cross-currency swap agreements and long-term debt designated as net investment hedges. As of September 30, 2026, the Company had several cross-currency swap agreements that qualify for hedge accounting with a notional value of$118.5 million of U.S. Dollar to Swiss Franc and a notional value of$118.5 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, which 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 values of the instruments (in millions):

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

The following table is a summary of the gains (losses) included in Accumulated other comprehensive (loss) income, net of tax in the unaudited condensed consolidated statements of operations and comprehensive loss 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 the Company 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.

Contingent Consideration

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

Changes in the fair value of contingent consideration subsequent to acquisition are recognized in Acquisition-related expenses, net included in Other charges (gains), 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 results of operations, therefore additional disclosures regarding the significant unobservable inputs and sensitivity analysis have been omitted.

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 Policies, to the consolidated financial statements included in the 2025 Form 10-K, 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):

(a)

During the third quarter of 2026 the Company acquired the remaining 2.85% interest in Biognosys, thereby obtaining 100% ownership of it.

The significant unobservable inputs used to measure the fair value of the Company’s Level 3 hybrid instrument liabilities for the nine months ended September 30, 2026, were unchanged from those disclosed in the 2025 Form 10-K.

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, the minimum amount in the range is accrued. 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 the Company’s 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 September 30, 2026, and December 31, 2025, the accrual for unresolved legal matters that are probable and estimable was de minimis. In management’s opinion, the Company is not currently involved in any legal proceedings individually or in the aggregate that could materially adversely impact the Company’s operating results and cash flows.

Shareholders’ Equity

At September 30, 2026, the Company had 183,588,004 shares issued and 152,721,845 shares outstanding of common stock (260,000,000 shares authorized with $0.01 par value), and it held 30,866,159 shares of treasury stock at cost. No share repurchases occurred during the three and nine months ended September 30, 2026.

Mandatory Convertible Preferred Stock

As of September 30, 2026, the Company had 2,760,000 shares of Series A mandatory convertible preferred stock outstandingor$693.6 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.

Stock-Based Compensation

The Company recorded stock-based compensation expense of$6.1 million and$6.0 million, for the three months ended September 30, 2026, and 2025, respectively, and$17.7 million and$17.4 million for the nine months ended September 30, 2026, and 2025, respectively. The majority of the stock-based compensation expense related to the restricted stock units awards and was recorded in selling, general and administrative costs in the unaudited condensed consolidated statements of operations.

At September 30, 2026, the Company expected to recognize pre-tax stock-based compensation expense of $58.6 million associated with outstanding stock option awards and restricted stock units granted under the Company’s stock plans over the weighted average remaining service period of 3.0 years.