Material Agreement (Form 8-K)

On June 25, 2026, Bio-Techne Corporation, a Minnesota corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Merck KGaA, Darmstadt, Germany, a German corporation with general partners ("Parent"), and EMD Holdings NewCo, Inc., a Minnesota corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). The Merger Agreement provides that, on the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving as a wholly-owned subsidiary of Parent.

The Company's board of directors (the "Board") has (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement (the "Transactions"), including the Merger, are advisable and in the best interests of the Company and its shareholders, (ii) approved and declared advisable the execution, delivery and performance of the Merger Agreement and, subject to receiving Company Shareholder Approval (as defined below), the consummation by the Company of the Transactions, including the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement, (iii) directed that the Merger Agreement be submitted to the shareholders of the Company to be approved and adopted and (iv) upon the terms and subject to the conditions of the Merger Agreement, resolved to recommend approval and adoption of the Merger Agreement by the shareholders of the Company.

Merger Consideration

At the effective time of the Merger (the "Effective Time"), each share of the Company's common stock (each, a "Share") (other than Company Restricted Stock (as defined below)) issued and outstanding immediately prior to the Effective Time (other than Excluded Shares (as defined in the Merger Agreement)) will automatically be converted into the right to receive $73.00 in cash (the "Merger Consideration"), without any interest thereon and less any required tax withholdings and all of such Shares will cease to be outstanding and cease to exist.

Treatment of Company Equity Awards, Equity Plan and Company Stock Purchase Plan

Each option to purchase Shares (other than any option granted under the Company Stock Purchase Plan (as defined below)) (each, a "Company Option") that is outstanding and vested as of immediately prior to the Effective Time will automatically, as of the Effective Time, be canceled and, in exchange therefor, each holder of any such canceled vested Company Option will be entitled to receive a payment in cash of an amount equal to the product of (i) the number of Shares subject to such canceled vested Company Option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to such canceled vested Company Option (without interest and less any required tax withholdings).

Each Company Option (or portion thereof) that is unvested as of immediately prior to the Effective Time will automatically, as of the Effective Time, cease to represent an option to purchase Shares and will be converted into a fixed cash-based award in respect of an amount in cash equal to the product (rounded down to the nearest whole cent) of (i) the number of Shares subject to such canceled unvested Company Option immediately prior to the Effective Time (which, for purposes of determining the number of Company Options with respect to any unvested Company Option subject to performance-based vesting requirements with a performance period that has not been completed as of immediately prior to the Effective Time, any applicable performance-based conditions will be deemed to have been achieved at target performance), multiplied by (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share (without interest and less any required tax withholdings). Such fixed cash-based award will be subject to the same vesting terms (including any acceleration of vesting) and will, subject to certain limited exceptions, continue to be governed by the same terms and conditions (including service-based vesting terms) as were applicable to the corresponding unvested Company Option immediately prior to the Effective Time.

Any Company Option (whether vested or unvested) with an exercise price per Share that is equal to or greater than the Merger Consideration will be canceled in exchange for no consideration.

Each award of restricted stock units with respect to Shares that is solely subject to time-based vesting requirements (each, an "RSU Award") and each award of restricted stock units that is subject to performance-based vesting requirements (each, a "PSU Award") that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, will automatically, as of the Effective Time, cease to represent an RSU Award or PSU Award, as applicable, and will be converted into a fixed cash-based award in respect of an amount in cash equal to the product (rounded to the nearest whole cent) of (A) the number of restricted stock units subject to such canceled RSU Award or PSU Award, as applicable (which, for purposes of determining the number of restricted stock units with respect to any portion of a PSU Award with a performance period that has not been completed as of immediately prior to the Effective Time, any applicable performance-based conditions will be deemed to have been achieved at maximum performance), multiplied by (B) the Merger Consideration (without interest and less any required tax withholdings). Such fixed cash-based award will, subject to certain limited exceptions, continue to be governed by the same terms and conditions (including service-based and accelerated vesting terms) as were applicable to the corresponding RSU Award or PSU Award, as applicable, immediately prior to the Effective Time, except the fixed cash-based award will be subject to service-based vesting only.