BRKR

MKT CAP $9BP/E —DIV YIELD —FCF YIELD 1.05%REV TTM $3.5B +1.6%NET INCOME −$71.2M −189.4%NET DEBT $1.6B52W 32.76 – 64.75SEC XBRL · TTM TO Invalid Date

How BRKR rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

57%

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138

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Dropped

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+1,443

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New in FY2025

ITEM 1A RISK FACTORS The following risk factors should be considered in conjunction with the other information included in this Annual Report on Form 10-K, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and related notes.
Risk Factor Summary Our business is subject to numerous risks and uncertainties that include, but are not limited to, the following: • Supply chain issues, including increasing demand for certain components used in our products and production delays, have and could continue to result in significant additional costs and manufacturing inefficiencies, which could adversely impact our revenue, increase our manufacturing costs and have a material adverse effect on our operating results; • Adverse global economic conditions, and geopolitical tensions, including in Ukraine, the Middle East, China and other regions, and other conditions that impact our increasingly global operations could have a negative effect on our business, results of operations and financial condition and liquidity; • New U.S. and reciprocal tariffs that have been imposed, and remain subject to potential change and other uncertainties, including as a result of the recent U.S.
Supreme Court decision, have had a material adverse effect on our business, results of operations and financial condition, and may continue to do so in the foreseeable future; • A meaningful portion of our revenue is derived from U.S. academic institutions, research organizations and other entities that rely in part on U.S. academic and government funding including grants from the U.S.
National Institutes of Health (“NIH”), the National Science Foundation (“NSF”), and the Department of Energy (“DOE”).
The current reduction in the level of funding and delay in such research funding, has had a material adverse effect on our U.S. academic and governmental customers, and our business, results of operations and financial condition, and may continue to do so in the foreseeable future; • Delays in the release of Chinese government stimulus spending have had a material adverse effect on our business, results of operations and financial condition, and may continue to do so for the foreseeable future; • We derive a significant portion of our revenue from international sales and are subject to the operational risks of doing business in foreign countries due to potential macroeconomic effects, including financial market volatility and disruption, inflationary concerns, changes in tax laws and regulations, volatility in interest and currency exchange rates, uncertain economic conditions in the United States and abroad, the impact of the recent U.S. government shutdown, and additional tariffs, including those imposed or that may be imposed by the current administration in the U.S.; • Our competitive position and reported financial results may be adversely affected when we exchange foreign currency received from international sales into U.S.
Dollars and by fluctuations in currency exchange rates; • Goodwill, intangible assets and other long-lived assets are subject to impairment which has had and could continue to negatively impact our operating results; • Our products compete in markets that are subject to rapid technological change, and one or more of the technologies underlying our products could be made obsolete by new technology; • We face substantial competition in our industries and expect that such competition will continue.
If we fail to compete effectively, it could harm our business results and materially impact the value of our company; • If investment in life and material science research spending declines, our ability to generate revenue may suffer; • Any reduction or shift in the capital resources, including as a result of changes to governmental policies and programs, or government funding imposed by the current U.S. administration, of our customers could reduce our sales and impede our ability to generate revenue; • Disruptions at any of our manufacturing facilities could adversely affect our business; • In addition to the risks applicable to our life science and materials analysis products, our CBRNE detection products are subject to a number of additional risks, including lengthy product development and contract negotiation periods and certain risks inherent in long-term government contracts; • We rely on information technology to support our operations and reporting environments.
A security failure of that technology, including with respect to cybersecurity risks and cyber incidents, could impact our ability to operate our businesses effectively, adversely affect our financial results, damage our reputation and expose us to potential liability or litigation; • Our debt may adversely affect our cash flow and may restrict our investment opportunities or limit our activities; • Changes in our effective income tax rate could adversely affect our results of operations; • Various international tax risks could adversely affect our earnings and cash flows; • The unpredictability and fluctuation of our quarterly results may adversely affect the trading price of our common stock; • The ownership of our shares is highly concentrated, which could cause or exacerbate volatility in our share price as well as have significant influence over us; • The loss of key personnel or an inability to attract and retain additional personnel could affect our ability to successfully grow our business; • Our common stock ranks junior to our Series A Mandatory Convertible Preferred Stock with respect to dividends and amounts payable in the event of our liquidation, winding-up or dissolution; • We face risks related to sales through distributors and other third parties that we do not control, which could harm our business; • Our operations are dependent upon a limited number of suppliers and contract manufacturers; • Supply shortages and increasing prices of raw materials could adversely affect the gross profit; • If we are unable to effectively protect our intellectual property, third parties may use our technology, which would impair our ability to compete in our markets; • We may be involved in lawsuits to protect or enforce our patents that are brought by us which could be expensive and time consuming and, if determined adversely, could adversely affect our patent position; • Our manufacture and sale of products could lead to product liability claims for which we could have substantial liability; • We are subject to environmental laws and regulations, which may impose significant compliance or other costs on us; • Failure to maintain effective internal controls may cause a loss of investor confidence in the reliability of our financial statements or cause us to delay filing our periodic reports with the SEC and adversely affect our stock price; • We operate as an entrepreneurial, decentralized company, which presents certain risks.
In particular, significant growth in a decentralized operating model may put strain on certain business group resources and our corporate functions, which could materially and adversely affect our business, financial condition and results of operations; and • If we are not able to successfully integrate the businesses we acquire through mergers, acquisitions or strategic alliances, we may not be able to realize all of the cost savings and other benefits that we expect to result from the transactions, and our financial results may be different than expected.
Risks Related to Our Business and Industry Supply chain issues, including increasing demand for certain components used in our products and production delays, have and could continue to result in significant additional costs and manufacturing inefficiencies, which could adversely impact our revenue, increase our manufacturing costs and have a material adverse effect on our operating results.
We have experienced supply chain interruptions or increased costs as a result of general global economic conditions, including economic instability, changes to governmental policies and programs, changes in tax laws and regulations, export controls, economic sanctions and trade restrictions, including those related to the ongoing conflict between Russia and Ukraine or conflict in the Middle East and surrounding areas, changes to trade policies, including higher tariff rates and customs duties imposed or that may be imposed by the current presidential administration in the U.S., continued threat of terrorism and heightened security and military action in response thereto, or any other current or future acts of terrorism, war (such as the ongoing geopolitical tensions and military conflicts between Russia and Ukraine, the ongoing conflict in the Middle East and its regional effects, and increased tensions between the U.S. and China and other regions ), a tight labor market and other factors, including natural events and disasters.
A shortage of key components have in the past and may in the future cause a significant disruption to our production activities, which could have a substantial adverse effect on our financial condition or results of operations.
If the economic conditions of the general economy or markets in which we operate worsen from present levels, these factors could negatively affect demand for our products and our business, financial condition and result of operations.
Our revenue from U.S. operations represented approximately 26% and 28% of total consolidated revenue for fiscal 2025 and 2024, respectively.
Our revenue from operations in Europe represented approximately 36% and 35% of total consolidated revenue for fiscal years 2025 and 2024, respectively.
Our revenue from operations in the Asia Pacific region represented approximately 30% and 29% of total consolidated revenue for fiscal years 2025 and 2024, respectively.
New U.S. and reciprocal tariffs that have been imposed, and remain subject to potential change and other uncertainties, have had a material adverse effect on our business, results of operations and financial condition, and may continue to do so in the foreseeable future.
Recently, the U.S. government has indicated its intent to modify U.S. trade policy and, in some cases, to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements.
It has also imposed or increased tariffs on foreign imports into the United States from key trading partners, including Germany and Switzerland.
The tariff increases adopted in 2025, and the uncertainty associated with them in global markets, have resulted in lower than anticipated bookings and revenues and contributed to reduced gross margins, operating margins, and profitability, and may continue to adversely affect our business, results of operations and financial condition for the foreseeable future.
For example, during the year ended December 31, 2025, our results of operations were adversely impacted by an increase in cost of goods sold as a result of increased tariffs.
Changes to tariffs and trade policies between the United States and foreign countries, such as what occurred during 2025, could reduce the purchasing power of our customers by increasing costs in their operations, which in turn may lead to decreased demand for our products or services.
The magnitude and duration of any reduction in customer purchasing ability is difficult to reliably predict and quantify.
Moreover, tariffs and international trade arrangements may continue to change, potentially without warning, and to an extent that is difficult to predict.
Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act (“IEEPA”).
The ultimate availability, timing, and amount of any potential refunds of such tariffs remain highly uncertain and are subject to further legal, regulatory, and administrative developments.
Following the Supreme Court’s decision, the U.S. presidential administration announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from all countries, in addition to any existing non-IEEPA tariffs.
There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on our business.
We are continuing to monitor and evaluate these “developments” and assess their potential impact on our business, financial condition, and results of operations.
A meaningful portion of our revenue is derived from U.S. academic institutions, research organizations and other entities that rely in part on U.S. academic and government funding, including NIH, NSF and DOE grants.
The current reduction in the level of funding and delay in such research funding, has had a material adverse effect on our U.S. academic and governmental customers, and our business, results of operations and financial condition, and may continue to do so in the foreseeable future.
A substantial portion of our revenue in the United States is derived from academic and governmental institutions, research organizations and other entities that may rely in part or in whole on academic and government funding, including grants from the NIH, NSF and DOE, and other U.S. government agencies.
However, during fiscal year 2025, under the current U.S. administration there has been significant disruption in U.S. academic funding for high-end research instrumentation used in academic and medical research.
U.S. academic and governmental researchers experiencing material reductions or delays in government funding, or modifications of the terms or conditions of funding, including allowable overhead rates, have reduced or delayed their purchases of our products and services, which has adversely affected our business and results of operations.
While the recent dispute settlements between a limited number of major universities and the U.S. federal government may allow for the resumption of certain grants for scientific and medical research, we expect the reduced level of funding may continue for the foreseeable future, which could continue to have a material adverse effect on our business, results of operations and financial condition.
Delays in the release of Chinese government stimulus spending have had a material adverse effect on our business, results of operations and financial condition, and may continue to do so for the foreseeable future.
A significant portion of our revenue is derived from sales into China, some of which are directly funded through Chinese government stimulus programs for high-end medical and industrial research instrumentation.
In 2025, the release of such Chinese government stimulus spending was delayed, which has negatively affected our sales growth into China and consequently has had an adverse effect on our business, results of operations, and financial condition in 2025.
Our revenue in China for the year ended December 31, 2025, was $475.8 million and remained flat compared to $471.2 million for the year ended December 31, 2024.
If the release of the Chinese government’s stimulus spending continues to be delayed or recurs, our sales into China may continue to be negatively affected and our business, results of operations, and financial condition may be adversely affected in the foreseeable future.

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Gone since FY2024

ITEM 1A RISK FACTORS The following risk factors should be considered in conjunction with the other information included in this Annual Report on Form 10-K.
Risk Factor Summary Our business is subject to numerous risks and uncertainties, including those described in Item 1A “ Risk Factors .” These risks include, but are not limited to, the following: • Supply chain issues, including increasing demand for certain components used in our products and production delays, has and could continue to result in significant additional costs and manufacturing inefficiencies, which could adversely impact our revenue, increase our manufacturing costs and have a material adverse effect on our operating results; • Unfavorable economic or political conditions in the countries in which we operate may have an adverse impact on our business results or financial condition; • Adverse global economic conditions, and geopolitical tensions, including in Ukraine, the Middle East, China and other regions, and other conditions that impact our increasingly global operations could have a negative effect on our business, results of operations and financial condition and liquidity; • New U.S.
Tariffs Imposed or Threatened Could Result in Increased Costs; • A meaningful portion of our revenue is derived from U.S. academic institutions, research organizations and other entities that rely in part on U.S. academic and government funding, including NIH grants, and any reduction in, modification of the terms and allowable overhead rates of, or delay in such research funding, could adversely affect our U.S. academic and governmental customers, and our revenues and financial performance; • We derive a significant portion of our revenue from international sales and are subject to the operational risks of doing business in foreign countries due to potential macroeconomic effects, including financial market volatility and disruption, inflationary concerns, changes in tax laws and regulations, interest and currency exchange rates, uncertain economic conditions in the United States and abroad, and additional tariffs, including those imposed or that may be imposed by the new presidential administration in the U.S.; • If our products fail to achieve and sustain sufficient market acceptance across their broad intended range of applications, we will not generate expected revenue; • Our products compete in markets that are subject to rapid technological change, and one or more of the technologies underlying our products could be made obsolete by new technology; • If investment in life and material science research spending declines, our ability to generate revenue may suffer; • Any reduction or shift in the capital resources, including as a result of changes to governmental policies and programs, or government funding of our customers could reduce our sales and impede our ability to generate revenue; • Disruptions at any of our manufacturing facilities could adversely affect our business; • In addition to the risks applicable to our life science and materials analysis products, our CBRNE detection products are subject to a number of additional risks, including lengthy product development and contract negotiation periods and certain risks inherent in long-term government contracts; • Our debt may adversely affect our cash flow and may restrict our investment opportunities or limit our activities; • If we lose our strategic partners, our marketing and sales efforts could be impaired; • We face risks related to sales through distributors and other third parties that we do not control, which could harm our business; • Our operations are dependent upon a limited number of suppliers and contract manufacturers; • Supply shortages and increasing prices of raw materials could adversely affect the gross profit; • If we are unable to effectively protect our intellectual property, third parties may use our technology, which would impair our ability to compete in our markets; • We may be involved in lawsuits to protect or enforce our patents that are brought by us which could be expensive and time consuming and, if determined adversely, could adversely affect our patent position; • Our manufacture and sale of products could lead to product liability claims for which we could have substantial liability; • We are subject to environmental laws and regulations, which may impose significant compliance or other costs on us; and • We operate as an entrepreneurial, decentralized company, which presents both benefits and certain risks.
Risks Related to Our Business and Industry Supply chain issues, including increasing demand for certain components used in our products and production delays, has and could continue result in significant additional costs and manufacturing inefficiencies, which could adversely impact our revenue, increase our manufacturing costs and have a material adverse effect on our operating results.
We have experienced supply chain interruptions or increased costs as a result of general global economic conditions, including economic instability, changes to governmental policies and programs, changes in tax laws and regulations, export controls, economic sanctions and trade restrictions, including those related to the ongoing conflict between Russia and Ukraine or conflict in the Middle East and surrounding areas, changes to trade policies, including higher tariff rates and customs duties imposed or that may be imposed by the new presidential administration in the U.S., continued threat of terrorism and heightened security and military action in response thereto, or any other current or future acts of terrorism, war (such as the ongoing geopolitical tensions and military conflicts in China and other regions between the U.S. and China ), a tight labor market and other factors, including natural events and disasters.
A shortage of key components has in the past and may in the future cause a significant disruption to our production activities, which could have a substantial adverse effect on our financial condition or results of operations.
Unfavorable economic or political conditions in the countries in which we operate may have an adverse impact on our business results or financial condition.
Our businesses and results of operations are affected by international, national and regional economic and political conditions.
Our businesses or financial results may be adversely impacted by unfavorable changes in economic or political conditions in the countries and markets in which we operate, including, among others, adverse changes in interest rates or tax rates, volatility in financial and commodity markets, contraction in the availability of credit in the marketplace, higher tariffs, including those that have been or may be imposed by the new presidential administration in the U.S., armed hostilities, such as the ongoing conflict between Russia and Ukraine or conflict in the Middle East and surrounding areas, and other events related thereto, such as economic sanctions and trade restrictions, geopolitical tensions, including tensions in China and other regions, changes in capital spending patterns, and renegotiation of existing trade agreements in the United States or countries that could adversely affect our supply chain and our business.
Our revenue from U.S. operations represented approximately 28% and 26% of total consolidated revenue for fiscal 2024 and 2023, respectively.
Our revenue from operations in Europe represented approximately 35% and 33% of total consolidated revenue for fiscal years 2024 and 2023 respectively.
Our revenue from operations in the Asia Pacific region represented approximately 29% and 33% of total consolidated revenue for fiscal years 2024 and 2023 respectively.
Any or all of these factors could negatively affect demand for our products and our business, financial condition and result of operations.
Tariffs Imposed or Threatened Could Result in Increased Costs.
The new U.S. presidential administration has imposed or threatened to impose tariffs ranging from 10-25% on a variety of countries, including China, Mexico, Canada and the EU, and products, including steel, aluminum, copper, automobiles, and digital services, and is likely to continue to do so in the future.
In addition, the U.S. has threatened the imposition of reciprocal tariffs on those countries who impose unequal tariffs or taxes on U.S. exports.
While to date, the only tariff increase in effect is the additional 10% tariff on U.S. imports from China, which is potentially increasing to 20% on March 4, 2025, there is no guarantee that other threatened tariff increases will not become effective in the future.
Given the current uncertainty around the threat of tariff increases, it is not possible to estimate the potential effect or to determine the level of materiality to the Company.
Such tariff increases, if adopted and applicable to U.S. imports by the Company or its suppliers, could result in increased costs, including potential costs related to shifting more production to the U.S. or other countries, that might be material to the Company.
A meaningful portion of our revenue is derived from U.S. academic institutions, research organizations and other entities that rely in part on U.S. academic and government funding, including NIH grants, and any reduction in, modification of the terms and allowable overhead rates of, or delay in such research funding, could adversely affect our U.S. academic and governmental customers, and our revenues and financial performance.
A substantial portion of our revenue in the United States is derived from academic and governmental institutions, research organizations and other entities that may rely in part on academic and government funding, including grants from the U.S.
National Institutes of Health (NIH) and other U.S. government agencies.
Government funding may fluctuate and is subject to annual appropriations and budgetary constraints, and there is no assurance that such funding will continue at current levels.
If U.S, academic and governmental researchers experience reductions or delays in government funding, or modifications of the terms or conditions of funding, including allowable overhead rates, they may reduce or delay their purchases of our products and services, which could have a material effect on our revenues and financial performance.
We derive a significant portion of our revenue from international sales and are subject to the operational risks of doing business in foreign countries.
Our revenue from non-U.S. operations represented approximately 72% and 74%, respectively, of our total consolidated revenue for fiscal 2024 and 2023, respectively.
These risks, which may adversely affect our ability to achieve and maintain profitability and our ability to sell our products internationally, include: • changes in foreign currency translation rates; • changes in regulatory requirements; • legislation and regulation, including tariffs imposed or that may be imposed by the new presidential administration in the U.S., relating to the import or export of high technology products, which legislation and regulation may conflict with U.S. law and may have an adverse impact on our business results; • the imposition of government controls; • political and economic instability, the possibility of an economic recession in certain key markets such as Germany, international hostilities and resulting sanctions, acts of terrorism and governmental restrictions, inflation, trade relationships and military and political alliances; • costs and risks of deploying systems in foreign countries; • compliance with export laws and controls and trade embargoes in multiple jurisdictions, which may conflict with U.S. law and may have an adverse impact on our business results; • limited intellectual property rights; • the burden of complying with a wide variety of complex foreign laws and treaties, including unfavorable labor regulations, specifically those applicable to our European operations; and • compliance with U.S. and local laws affecting the activities of U.S. companies abroad, including the United States Foreign Corrupt Practices Act, or FCPA, and local anti-bribery laws.
The United States has implemented tariffs on certain imported goods and the new presidential administration in the US has imposed or threatened to impose additional tariffs on certain imported products, including reciprocal tariffs.
These additional tariffs could include items imported by us from China or other countries.
In addition, China has imposed tariffs on a wide range of American products in retaliation for these new American tariffs.
As a result, there is a concern that the imposition of additional tariffs by the United States could result in the adoption of additional tariffs by China and other countries as well.
Any resulting trade war could negatively impact the global market for scientific instruments and could have a significant adverse effect on our business.
The imposition of tariffs on items imported by us from China or other countries could increase our costs and could result in lowering our gross margin on products sold.
Conversely, any imposition by China of tariffs on items that we export to China could adversely impact our customers’ ability to purchase our products and our competitive position in China or increase our costs, which could have a material adverse effect on our business and results of operations.
In 2020, the Court of Justice of the European Union invalidated the EU-US Privacy Shield Framework, a key mechanism for transfers of personal data from the European Union to the United States and altered the international data transfer under GDPR.
Even though Bruker did not rely on the EU-US Privacy Shield for its transfers to the United States, Bruker has conducted a transfer impact assessment to understand the risks of its EU-US persona data transfers and implemented the new EU Standard Contractual Clauses (including the UK addendum).
More recently, the European Commission and United States have agreed on a new EU-US Transatlantic Data Privacy Framework that may stabilize rules for transfers of personal data from the EU to the United States.
The effects of changes in currency exchange rates decreased our 2024 revenue by approximately $13.1 million, or 0.4%, increased our 2023 revenue by approximately $11.2 million, or 0.4%, and decreased our 2022 revenue by approximately $168.0 million, or 6.9%.
We recorded net losses from currency translation adjustments of $79.6 million during the year ended December 31, 2024, and net gains of $76.2 million during the year ended December 31, 2023.
Goodwill, intangible assets and other long-lived assets are subject to impairment which could negatively impact our operating results.

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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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