Bio-Techne Corp

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Officer Transition On February 11, 2026, Bio-Techne Corporation (the “Company”) announced that Dr. Matt McManus, President of Bio-Techne's Diagnostics and Spatial Biology Segment, will be transitioning from his role, effective March 1, 2026, and will remain with Bio-Techne for a period of time to support a smooth transition. In addition, the Company announced the appointment of Mr. Steve Crouse, age 52, as President, Diagnostics and Spatial Biology Segment (“DSS President”) effective March 1, 2026. Mr. Crouse currently serves as Senior Vice President of Bio-Techne’s Analytical Solutions Division. As Senior Vice President, Analytical Solutions Division, he is responsible for Bio-Techne’s portfolio of protein analysis instruments and immunoassays and has driven strategic initiatives, successfully launched several innovative platforms and delivered strong growth during his four-year tenure. Before joining Bio-Techne, he most recently served as General Manager of Thermo Fisher Scientific’s Protein Detection and Quantification business unit. He has an MBA from the Marshall School of Business at the University of Southern California and a M.S. in Biochemistry from Georgetown University. Employment Terms On February 10, 2026, Mr. Crouse entered into an executive employment agreement (the “Employment Agreement”) with the Company, which provides the terms of his service as DSS President. The Employment Agreement commences on March 1, 2026. The Employment Agreement provides for an annual base salary of $505,000. For future fiscal years, Mr. Crouse’s compensation will be subject to annual review by the Compensation Committee of the Company’s Board of Directors. In addition, the Employment Agreement provides for an annual cash incentive bonus at a target amount of 75% of Mr. Crouse’s base salary. The amount of annual cash incentive earned will be determined based on performance standards established by the Compensation Committee pursuant to the terms of the Company’s Management Incentive Plan. Mr. Crouse will also be eligible for paid time off, participation in any other employee benefit plans generally available to the Company’s employees, and certain other benefits as set forth in the Employment Agreement. The Employment Agreement further provides for the grant on the commencement of Mr. Crouse’s appointment as DSS President of a one-time award of the following equity awards: (i) time-vested stock options with a grant date value of approximately $42,500, (ii) time-vested restricted stock units with a grant date value of approximately $42,500, and (iii) performance-based restricted stock units with a grant date value of $85,000 at target, each pursuant to the Company’s 2020 Equity Incentive Plan, as amended to date (the “Plan”). The stock options will have an exercise price equal to the closing price of the Company’s common stock on the date of grant. The time-vested options will vest in equal installments on the first four anniversaries of the grant date. The time-vested restricted stock units will vest in equal installments on the first three anniversaries of the grant date. The performance-vesting restricted stock units will vest if, and only if, the Company achieves certain performance goals established by the Compensation Committee for the measurement period of fiscal year 2026 through fiscal year 2028. The Employment Agreement provides for the annual grant of the following equity awards: (i) time-vested stock options with a grant date value of approximately $300,000, (ii) time-vested restricted stock units with a grant date value of approximately $300,000, and (iii) performance-based restricted stock units with a grant date value of $600,000 at target, each pursuant to the terms of the Plan. The stock options will have an exercise price equal to the closing price of the Company’s common stock on the date of grant. The time-vested options will vest in equal installments on the first four anniversaries of the grant date. The time-vested restricted stock units will vest in equal installments on the first three anniversaries of the grant date. The performance-vesting restricted stock units will vest if, and only if, the Company achieves certain performance goals established by the Compensation Committee. The Employment Agreement may be terminated at any time by either party upon written notice. If the Employment Agreement is terminated in certain circumstances, such as by the Company without Cause, by the Company following a Change in Control, or by Mr. Crouse for Good Reason (each such capitalized term as defined in the Employment Agreement), the Company will be required to pay severance to Mr. Crouse in an amount equal to one year of his then-current base salary, a prorated portion of annual cash incentive compensation, and health insurance coverage for one year. Any severance paid to Mr. Crouse will be paid in exchange for Mr. Crouse’s release of claims against the Company. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, which is included herewith as Exhibit 10.1. The Board of Directors approved the termination of Dr. McManus’s employment without cause on February 9, 2026. In accordance with the terms of his Employment Agreement, he will be eligible to receive severance benefits. Related-Party Transactions There is not currently, nor has there been since June 30, 2023, any transaction with the Company or any of its subsidiaries or affiliates in which Mr. Crouse has or had a direct or an indirect material interest.

Item 8.01 Other Events A copy of the press release issued by Bio-Techne Corporation on February 11, 2026 is attached hereto as Exhibit 99.1.