BIO

BIO-RAD LABORATORIES, INC.

NYSE · TECHNOLOGY · LABORATORY ANALYTICAL INSTRUMENTS

369.95

+6.45 +1.77%

USD · close Oct 23

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MKT CAP $10.2BP/E 46.3DIV YIELD —FCF YIELD 3.45%REV TTM $2.6B +1.4%NET INCOME $222.4M −30.3%NET DEBT $686.7M52W 241.71 – 390.34SEC XBRL · TTM TO Invalid Date

How BIO rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

84%

of sentences unchanged

Added

new sentences

Dropped

sentences removed

Length

+86

words, now 9,377

New in FY2025

We have direct distribution channels in over 36 countries outside the United States, and during the twelve months ended December 31, 2025 our foreign entities genera ted approximately 60% of our net sales.
Russia’s invasion of Ukraine and sanctions against Russia have caused disruptions to global economic conditions and are negatively impacting our business.
The United States continues to announce new tariffs and significant increases to existing tariffs.
Other countries continue to respond with countermeasures.
We continue to analyze this uncertain situation and the impacts on our business as events unfold.
These events have impacted and we expect will continue to impact the global economic and geopolitical environment, and could lead to higher prices, inflation and possibly a recession.
This could lead to higher costs for our products and lower revenue, and could adversely impact our profitability and/or our competitiveness.
Reductions in government funding and the capital spending programs of our customers have negatively impacted our revenue and could have a material adverse effect on our business, results of operations or financial condition.
In 2025, the United States government proposed reductions of federal funding to some institutions and companies that are our customers.
Reduced government spending, along with ongoing challenges in the biopharma market and among small biotech companies, continues to negatively impact our business.
If funding to our customers continues to decrease, or if our customers decrease or reallocate their budgets in a manner adverse to us, our business, results of operations or financial condition could be materially and adversely affected.
Tariff increases and associated supply chain disruptions may also impact our business.
In addition, if we do not accurately estimate demand for our products, we may experience excess and obsolete inventories and be forced to incur additional expenses, which could adversely affect our results of operations.
Despite initiatives to improve our technology systems, such as our enterprise resource planning implementation and the centralization of our global information technology organization, we could experience a significant data security breach.
We have incurred and may continue to incur losses due to write-downs in the value of our financial instruments.
As discussed further in the Notes to Consolidated Financial Statements, in Note 3.
We made significant changes to our organizational structure over the past few years, including restructurings approved in 2023, 2024, and 2025.
These changes include: • The trend towards managed care, together with healthcare reform of the delivery system in the United States and efforts to reform in Europe and China, has resulted in increased pressure on healthcare providers and other participants in the healthcare industry to reduce selling prices.
In May 2024, the FDA issued a final rule applicable to certain clinical diagnostic products referred to as laboratory developed tests ("LDTs").
A federal court vacated the rule in March 2025, and the FDA subsequently formally rescinded the final rule.
If there is new legislation in the future to bring LDTs under the same FDA regulatory framework as other in vitro diagnostics, this change could negatively impact our customers who use our life science products for LDTs.
New government administrations also may interpret existing regulations or practices differently.
On July 4, 2025, the U.S. enacted tax reform through the One Big Beautiful Bill Act ("OBBBA").
Included in this legislation are provisions that allow for the immediate expensing of domestic U.S. research and development expenses, immediate expensing of certain capital expenditures, and other changes to the U.S. taxation of profits derived from foreign operations.
The new legislation did not have a material impact on the 2025 income tax provision, and we do not anticipate a material impact in future years.
Department of the Treasury guidance and regulations to assess any potential future effects.
On December 22, 2017, the U.S. enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”) which made a number of substantial changes to how the U.S. imposes income tax on multinational corporations.
Complying with new laws or regulations concerning sustainability matters or climate related matters will result in increased compliance costs and create additional non-compliance risks.
As of December 31, 2025, we had approximately $1.2 billion of outstanding long-term indebtedness, primarily consisting of the 3.3% Senior Notes due in March 2027 and the 3.7% Senior Notes due in March 2032 as further discussed in Note 7 of the consolidated financial statements.
In addition, we have a revolving credit facility that provides for up to $200.0 million in borrowing capacity, $6.0 million of which was utilized for domestic standby letters of credit as of December 31, 2025.

Gone since FY2024

We have direct distribution channels in over 36 countries outside the United States, and during the twelve months ended December 31, 2024 our foreign entities genera ted 59% of our net sales.
Russia’s invasion of Ukraine and sanctions against Russia have caused disruptions to global economic conditions and are negatively impacting our business in Russia.
The bank failures in March 2023 and the resulting volatility in the banking sector caused and could continue to cause disruptions to global economic conditions and may impact access to cash and other financial resources by us, our customers and our suppliers.
Additionally, the United States and other countries have imposed tariffs on certain goods.
Further escalation of tariffs or other trade barriers could adversely impact our profitability and/or our competitiveness.
Reductions in government funding and the capital spending programs of our customers could have a material adverse effect on our business, results of operations or financial condition.
If funding to our customers were to decrease, or if our customers were to decrease or reallocate their budgets in a manner adverse to us, our business, results of operations or financial condition could be materially and adversely affected.
The COVID-19 pandemic created delays and shortages in the supply of components and raw materials.
These shortages, along with challenges in ramping up new production facilities, caused a backlog of sales orders, some of which we consider to be significant, and delays in certain new product development activities.
Some of the backlog of sales orders continued into 2023 but moderated in 2024 to a more typical level.
Despite recent initiatives to improve our technology systems, such as our enterprise resource planning implementation and the centralization of our global information technology organization, we could experience a significant data security breach.
We have incurred and may continue to incur losses in future periods due to write-downs in the value of our financial instruments.
As discussed further in the Notes to Consolidated Financial Statements, in Note 2.
We made significant changes to our organizational structure over the past few years, including the reorganization of aspects of our European operations that was announced in February 2021 and additional restructurings approved in 2023, 2024, and 2025.
These changes include: • The trend towards managed care, together with healthcare reform of the delivery system in the United States and efforts to reform in Europe, has resulted in increased pressure on healthcare providers and other participants in the healthcare industry to reduce selling prices.
The FDA has issued a final rule applicable to certain clinical diagnostic products referred to as laboratory developed tests.
This change in the FDA approach could negatively impact our customers who use our Life Science products for laboratory developed tests.
The United Kingdom's withdrawal from the EU is resulting in additional regulatory requirements associated with goods manufactured and sold in the United Kingdom and additional complexities and delays with respect to goods, raw materials and personnel moving between the United Kingdom and the EU.
In addition, new government administrations may interpret existing regulations or practices differently.
On December 22, 2017, the U.S. enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”) which made a number of substantial changes to how the United States imposes income tax on multinational corporations.
In addition, there is an increasing focus by U.S. and international regulators, investors, customers, and other stakeholders on environmental, social and governance (ESG) matters.
Complying with new laws or regulations concerning sustainability matters, climate related matters or other ESG matters will result in increased compliance costs and create additional non-compliance risks.
As of December 31, 2024, we had approximately $1.2 billion of outstanding long-term indebtedness, primarily consisting of the 3.3% Senior Notes due in March 2027 and the 3.7% Senior Notes due in March 2032 as further discussed in Note 6 of the consolidated financial statements.
In addition, we have a revolving credit facility that provides for up to $200.0 million in borrowing capacity, $5.7 million of which was utilized for domestic standby letters of credit as of December 31, 2024.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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