Form 8-K

8-K — REPLIGEN CORP

Accession: 0001193125-26-318853

Filed: 2026-07-28

Period: 2026-07-28

CIK: 0000730272

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — rgen-20260728.htm (Primary)

EX-99.1 (rgen-ex99_1.htm)

GRAPHIC (img109360391_0.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: rgen-20260728.htm · Sequence: 1

8-K

false000073027200007302722026-07-282026-07-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 28, 2026

REPLIGEN CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Delaware

000-14656

04-2729386

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

41 Seyon Street

Waltham, Massachusetts

02453

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (781) 250-0111

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

RGEN

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On July 28, 2026, Repligen Corporation announced its financial results for the second quarter ended June 30, 2026. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1

Press Release by Repligen Corporation, dated July 28, 2026

104

Cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

REPLIGEN CORPORATION

Date:

July 28, 2026

By:

/s/ Olivier Loeillot

Olivier Loeillot

President and Chief Executive Officer

EX-99.1

Filename: rgen-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Repligen Corporation

41 Seyon Street

Building #1, Suite 100

Waltham, Massachusetts 02453

Repligen Reports Second Quarter 2026 Financial Results and Updates Full Year 2026 Financial Guidance

•

Second quarter revenue of $204 million, a year-over-year increase of 12% as reported and 13% organic

•

GAAP operating income increased 1% year-over-year while adjusted operating income increased 55%

•

Raising both FY26 organic revenue growth guidance to 10.5%-13.5% and adjusted EPS to $2.03-$2.09

WALTHAM, Mass., July 28, 2026 -- Repligen Corporation (NASDAQ:RGEN), a life sciences company focused on bioprocessing technology leadership, today reported financial results for its second quarter of 2026, covering the three-month period ended June 30, 2026. The Company is also providing updated financial guidance for the full year 2026.

Olivier Loeillot, President and Chief Executive Officer of Repligen said, “We were very pleased to deliver 13% organic growth in the second quarter, reflecting sequential acceleration and continued market outperformance. This reflects the strength and diversification of our portfolio and our disciplined execution. The order momentum from the first quarter continued into the second quarter. Our strong first half results and improved line of sight to the second half give us the confidence to increase our full year guidance.”

Mr. Loeillot continued, “The announcement of our definitive agreement to acquire BioLife Solutions is a key milestone in our company’s journey. We believe this fast-tracks our cell therapy leadership, with a transaction that is accretive to our revenue growth, margin, and adjusted EPS.”

BUSINESS HIGHLIGHTS

•

Announced Definitive Agreement to Acquire BioLife Solutions. The financially compelling transaction strengthens Repligen’s position in cell therapy by adding a differentiated, deeply embedded consumables platform with recurring revenue, commercial-stage exposure, and strong customer workflow integration.

•

New Repligen Training & Innovation Center (“RTIC”). Opened a new RTIC at our OPUS® Pre-packed Chromatography Columns manufacturing facility in Breda, the Netherlands.

•

2025 Sustainability Report. Published our 2025 Sustainability Report “Driving Sustainable Growth Together”, highlighting the company’s progress across a range of initiatives supporting responsible business practices, workforce development, community engagement, and strong corporate governance.

FINANCIAL PERFORMANCE

Q2 2026 Financial Performance (compared to prior year periods except as noted)

All adjusted figures are non-GAAP and, except for earnings per share (“EPS”), are rounded to the nearest million, and are reconciled in the tables included later in this press release.

•

Q2 reported revenue was $204 million, compared to $182 million, an increase of 12% as reported and 13% organic.

•

GAAP Results. Q2 income from operations was $14 million, compared to $14 million. Q2 EPS was $0.09 on a fully diluted basis, compared to $0.26.

•

Adjusted Results. Q2 adjusted income from operations was $34 million, compared to $22 million. Q2 adjusted EPS was $0.54 on a fully diluted basis, compared to $0.37.

MARGIN SUMMARY

GAAP Margins

Q2 2026

Q2 2025

Q2-YTD 2026

Q2-YTD 2025

Gross Margin

53.9%

51.0%

54.8%

52.4%

Operating (EBIT) Margin

6.8%

7.6%

7.5%

5.8%

Net Income Margin

2.5%

8.2%

3.3%

5.9%

Adjusted (non-GAAP) Margins

Q2 2026

Q2 2025

Q2-YTD 2026

Q2-YTD 2025

Gross Margin

53.9%

51.1%

54.6%

52.3%

Operating (EBIT) Margin

16.7%

12.0%

16.0%

12.9%

Net Income Margin

15.1%

11.6%

14.5%

12.3%

EBITDA Margin

21.4%

17.6%

21.0%

18.5%

Cash, cash equivalents and marketable securities at June 30, 2026, were $810 million, compared to $768 million at December 31, 2025.

FINANCIAL GUIDANCE FOR FULL YEAR 2026

All adjusted figures are non-GAAP

Our financial guidance for the full year 2026 is based on expectations for our existing business. Our Adjusted (non-GAAP) guidance excludes the impact of any potential or pending business acquisitions in 2026, and future fluctuations in foreign currency exchange rates.

CURRENT GUIDANCE

(at July 28, 2026)

FY 2026

Adjusted (non-GAAP)

Total Reported Revenue

$813M - $835M

Reported Growth

10% - 13%

Organic Growth

10.5% - 13.5%

Gross Margin

53.7% - 54.2%

Income from Operations

$128M - $134M

Operating Margin

15.7% - 16.0%

Other Income (Expense)

~$19M

Adjusted EBITDA Margin

20.6% - 21.0%

Tax Rate on Pre-Tax Income

~22%

Net Income

$115.5M - $118.5M

Earnings Per Share - Diluted

$2.03 - $2.09

Total reported revenue guidance reflects less than 50 basis points of benefit from foreign currency and approximately one-point headwind primarily from the divestiture of Polymem.

Conference Call and Webcast Access

Repligen will host a conference call and webcast today, July 28, 2026, at 8:00 a.m. ET, to discuss second quarter 2026 financial results, corporate developments and financial guidance for 2026. The conference call will be accessible by dialing toll-free (833) 461-5787 for domestic callers and (585) 542-9983 for international callers. The meeting ID is: 768981187. In addition, a webcast will be accessible via the Investor Relations section of the Company’s website. The webcast will be archived for a period of time following the live event. You can access the replay on the Investor Relations section of the Company’s website.

About Repligen Corporation

Repligen Corporation is a global life sciences company that develops and commercializes highly innovative bioprocessing technologies and systems that enable efficiencies in the process of manufacturing biological drugs. We are “inspiring advances in bioprocessing” for the customers we serve; primarily biopharmaceutical drug developers and contract development and manufacturing organizations (CDMOs) worldwide. Our focus areas are Filtration and Fluid Management, Chromatography, Process Analytics and Proteins. Our corporate headquarters are located in Waltham, Massachusetts, and the majority of our manufacturing sites are in the U.S., with additional key sites in Estonia, Germany, Ireland, the Netherlands and Sweden. For more information about the Company see our website at www.repligen.com, and follow us on LinkedIn.

Non-GAAP Measures of Financial Performance

To supplement our financial statements, which are presented on the basis of U.S. generally accepted accounting principles (“GAAP”), the following Adjusted (“non-GAAP”) measures of financial performance are included in this release: organic revenue and organic revenue growth; adjusted gross profit and adjusted gross margin; adjusted income from operations and adjusted operating margin; organic adjusted operating margin year-over-year change; adjusted net income and adjusted net income margin; adjusted earnings per share (diluted); adjusted earnings before interest, taxes, depreciation and amortization (EBITDA), and adjusted EBITDA margin. The Company provides the impact of foreign currency translation, to enable determination of revenue and margin growth rates at constant currency. To calculate the impact of foreign currency translation, the Company converts the reported amounts from local currency to U.S. dollars using constant foreign currency exchange rates in the current and prior year periods.

The Company’s non-GAAP financial results and/or non-GAAP guidance exclude the impact of: acquisition, integration and divestiture costs; restructuring charges including the costs of severance and accelerated depreciation among other non-cash charges; inventory step-up costs and adjustments; transformation costs including incremental, non-recurring expenses for discrete strategic projects that are designed to deliver long-term benefits, including improvements to enhance productivity and enable company growth that do not meet the definition of restructuring; contingent consideration related to the Company’s acquisitions; intangible amortization costs; non-cash interest expense related to the accretion of the debt discount; amortization of debt issuance costs related to Company’s convertible debt; foreign currency impact of certain intercompany loans; loss on sale of business; and, the related impact on tax of non-GAAP charges.

These costs are excluded because management believes that such expenses do not have a direct correlation to future business operations, nor do the resulting charges recorded accurately reflect the performance of our ongoing operations for the period in which such charges are recorded. Additionally, for a project to be considered transformational, the project expenses are expected to bring long-term growth, profitability improvements and defined process and technology improvements. Our transformation initiative is multi-year but each project has a discrete, defined timeline. Further, organic adjusted operating margin year-over-year change excludes the effect of adjustments above, as well as the impact of mergers, acquisitions and divestitures and foreign exchange. This measure is used by the Company in periods of acquisition because the timing, size and number of such transactions and their related impact on the financial statements may vary and make comparison of long-term results difficult.

All reconciliations of above GAAP figures to adjusted (non-GAAP) figures are detailed in the tables included later in this press release. Certain prior year amounts have been reclassified to conform with the current year presentation. When analyzing the Company’s operating performance and guidance, investors should not consider non-GAAP measures as a substitute for the comparable financial measures prepared in accordance with GAAP.

The Company does not provide GAAP financial measures on a forward-looking basis as the Company is unable to provide a quantitative reconciliation of forward-looking non-GAAP measures to the most directly comparable forward-looking GAAP measure, without unreasonable effort. The Company cannot reasonably predict items including, but not limited to, the timing and amount of future restructuring and cost-savings actions or transformation, acquisition and integration related costs. These items are generally uncertain and are not indicative of ongoing operations of the business, and the impact could be material to our results in accordance with GAAP.

Forward-Looking Statements

This press release contains forward-looking statements, which are made pursuant to and in reliance upon the safe harbor provisions of federal securities laws, including the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements contained herein which do not describe historical facts, including, among others, any express or implied statements or guidance regarding current or future financial performance and position, including our 2026 financial guidance and related assumptions; expected demand in the markets in which we operate; and the expected performance of our business and momentum across our portfolio, are based on management’s current expectations and beliefs and are forward-looking statements which involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements.

Such risks and uncertainties include, among others, our ability to successfully grow our bioprocessing business; our ability to manage through and predict headwinds; the risk that we have assumed that markets and franchises will improve and grow as predicted; our ability to achieve our 2026 financial guidance; our ability to develop and commercialize products and the market acceptance of our products; our ability to complete the proposed acquisition of BioLife Solutions, including the anticipated timing and completion of the transaction, the expected benefits and synergies of the transaction, the ability to integrate the businesses, and the Company’s expectations regarding the future performance of the combined company; our ability to successfully integrate any acquired businesses and relevant personnel in a timely manner or at all, and to achieve the expected benefits of such acquisitions; the risk that demand for our products could decline, which could adversely impact our future revenues, cash flows, results of operations and financial condition; our ability to compete with larger, better financed bioprocessing companies; risks around the Company’s effectiveness of disclosure controls and procedures and the effectiveness of our internal control over financial reporting;

our compliance with all U.S. Food and Drug Administration and European Medicines Evaluation Agency regulations; our volatile stock price; the impact of tariffs on our business, and other risks and uncertainties detailed in Repligen’s filings with the U.S. Securities and Exchange Commission (the Commission), including our Annual Report on Form 10-K for the year ended December 31, 2025 and in subsequently filed reports with the Commission, including our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any subsequent filings made with the Commission, which are available at the Commission’s website at www.sec.gov. Actual results may differ materially from those Repligen contemplated by these forward-looking statements, which reflect management’s current views, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions, and are based only on information currently available to us. Repligen cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. Repligen disclaims any obligation to update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

Repligen Contact:

Jacob Johnson

VP, Investor Relations

(781) 419-0204

investors@repligen.com

REPLIGEN CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, amounts in thousands, except share data)

June 30,

December 31,

2026

2025

ASSETS

Current assets:

Cash and cash equivalents

606,783

566,021

Marketable securities

203,666

201,607

Accounts receivable, net of allowances of $3,099 and $2,767 at June 30, 2026 and December 31, 2025, respectively

157,710

158,587

Inventories, net

186,604

170,458

Prepaid expenses and other current assets

45,791

40,712

Total current assets

1,200,554

1,137,385

Property, plant and equipment, net

167,513

186,614

Intangible assets, net

357,622

386,147

Goodwill

1,104,183

1,114,408

Deferred tax assets

700

694

Operating lease right of use assets

115,559

119,538

Other noncurrent assets

4,049

4,913

Total assets

2,950,180

2,949,699

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

33,233

30,010

Operating lease liabilities

19,318

21,559

Contingent consideration

3,025

5,049

Accrued liabilities

77,080

79,208

Total current liabilities

132,656

135,826

Convertible Senior Notes due 2028, net

551,046

542,213

Deferred tax liabilities

16,778

22,496

Noncurrent operating lease liabilities

120,578

126,176

Noncurrent contingent consideration

—

1,304

Other noncurrent liabilities

17,090

15,555

Total liabilities

838,148

843,570

Stockholders' equity:

Preferred stock, $0.01 par value, 5,000,000 shares authorized, no shares issued or outstanding

—

Common stock, $0.01 par value; 80,000,000 shares authorized; 56,427,067 shares at June 30, 2026 and 56,325,429 shares at December 31, 2025 issued and outstanding

564

563

Additional paid-in capital

1,661,665

1,651,849

Accumulated other comprehensive loss

(19,786

)

(2,531

)

Retained earnings

469,589

456,248

Total stockholders’ equity

2,112,032

2,106,129

Total liabilities and stockholders’ equity

2,950,180

2,949,699

REPLIGEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, amounts in thousands, except per share data)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Revenue:

Product

204,085

182,329

398,296

351,466

Royalty and other revenue

Total revenue

204,128

182,366

398,383

351,538

Costs and operating expenses:

Cost of goods sold

94,091

89,371

180,062

167,172

Research and development

14,417

13,970

28,875

26,084

Selling, general and administrative

76,618

70,906

153,154

141,612

Restructuring activities and other charges

2,718

2,162

4,214

4,135

Change in fair value of contingent consideration

2,308

(7,939

)

2,162

(7,939

)

Total costs and operating expenses

190,152

168,470

368,467

331,064

Income from operations

13,976

13,896

29,916

20,474

Other income (expense), net:

Investment income

6,431

6,585

12,773

13,899

Interest expense

(5,663

)

(5,354

)

(11,241

)

(10,604

)

Amortization of debt issuance costs

(421

)

(414

)

(840

)

(827

)

Loss on sale of business

103

—

(13,660

)

—

Other (expense) income, net

(273

)

3,502

(1,023

)

3,216

Other income (expense), net

177

4,319

(13,991

)

5,684

Income before income taxes

14,153

18,215

15,925

26,158

Income tax provision

9,145

3,349

2,584

5,462

Net income

5,008

14,866

13,341

20,696

Earnings per share:

Basic

0.09

0.26

0.24

0.37

Diluted

0.09

0.26

0.24

0.37

Weighted average common shares outstanding:

Basic

56,418

56,234

56,387

56,179

Diluted

56,638

56,510

56,661

56,509

REPLIGEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, amounts in thousands)

Six Months Ended June 30,

2026

2025

Cash flows from operating activities

Net income

13,341

20,696

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

38,824

38,785

Amortization of debt discount and issuance costs

8,833

8,158

Loss on sale of business

13,660

—

Stock-based compensation

16,335

15,648

Deferred income taxes, net

(4,775

)

(2,569

)

Change in fair value of contingent consideration

2,162

(7,939

)

Net unrealized foreign exchange gain

(119

)

(12,253

)

Operating lease right of use asset amortization

9,486

9,169

Other adjustments and non-cash items

(1,815

)

12,444

Changes in operating assets and liabilities, excluding impact of acquisitions:

Accounts receivable

(4,362

)

(15,158

)

Inventories

(20,158

)

(824

)

Prepaid expenses and other current assets

(5,962

)

(176

)

Other noncurrent assets

1,894

(1,547

)

Accounts payable

6,112

(8,277

)

Accrued liabilities

(527

)

(2,995

)

Operating lease liabilities

(13,358

)

(9,804

)

Noncurrent liabilities

1,490

256

Total cash provided by operating activities

61,061

43,614

Cash flows for investing activities

Acquisitions, net of cash acquired

—

(69,954

)

Divestiture proceeds, net of cash divested

3,637

—

Purchases of marketable securities

(130,698

)

—

Maturities of marketable securities

132,000

—

Additions to capitalized software costs

(972

)

(1,371

)

Purchases of property, plant and equipment

(10,044

)

(10,664

)

Sale of property, plant and equipment

—

Total cash used in investing activities

(6,077

)

(81,947

)

Cash flows for financing activities

Proceeds from exercise of stock options

1,464

Payment of tax withholding obligation on vesting of restricted stock

(6,612

)

(7,170

)

Payment of earnout consideration

(5,225

)

(9,455

)

Total cash used in financing activities

(11,743

)

(15,161

)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

(456

)

4,994

Net increase (decrease) in cash, cash equivalents and restricted cash

42,785

(48,500

)

Cash, cash equivalents and restricted cash, beginning of period

566,021

757,355

Cash, cash equivalents and restricted cash, end of period

608,806

708,855

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES

(Unaudited, amounts in thousands, except percentage and earnings per share data)

In all tables below, totals may not add due to rounding

Reconciliation of Total Revenue (GAAP) Growth to Organic Revenue Growth (Non-GAAP)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

TOTAL REPORTED REVENUE (GAAP) GROWTH

Acquisition and divestiture revenue

Currency exchange

ORGANIC REVENUE GROWTH (NON-GAAP)

Reconciliation of Income from Operations (GAAP) to Adjusted Income from Operations (Non-GAAP)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

INCOME FROM OPERATIONS (GAAP)

13,976

13,896

29,916

20,474

ADJUSTMENTS TO INCOME FROM OPERATIONS (GAAP):

Acquisition, integration and divestiture costs

2,127

4,282

4,818

10,315

Restructuring activities and other charges (1)

2,718

2,198

4,214

4,171

Transformation costs (2)

2,949

(1,409

)

3,078

(2,293

)

Intangible amortization

9,547

10,204

19,341

19,325

Contingent Consideration

2,308

(7,939

)

2,162

(7,939

)

Inventory step-up charges

—

577

—

577

Other(4)

379

102

379

686

ADJUSTED INCOME FROM OPERATIONS (NON-GAAP)

34,004

21,911

63,908

45,316

OPERATING (EBIT) MARGIN (GAAP)

6.8

7.6

7.5

5.8

ADJUSTED OPERATING (EBIT) MARGIN (NON-GAAP)

16.7

12.0

16.0

12.9

Reconciliation of Operating (EBIT) Margin Growth to Organic Adjusted Operating Margin Growth (Non-GAAP)

Three Months Ended

June 30, 2026

Six Months Ended

June 30, 2026

OPERATING (EBIT) MARGIN (GAAP) YEAR-OVER-YEAR CHANGE

(0.8

1.7

Acquisition, integration and divestiture costs

(1.3

(1.7

Restructuring activities and other charges (1)

0.1

(0.1

Transformation costs (2)

2.2

1.4

Intangible amortization

(0.9

(0.6

Contingent Consideration

5.5

2.8

Inventory step-up charges

(0.3

(0.2

Other(4)

0.1

(0.1

ADJUSTED OPERATING (EBIT) MARGIN (NON-GAAP) YEAR-OVER-YEAR CHANGE

4.6

3.2

Impact of mergers, acquisitions, and divestitures

(0.4

0.5

Currency exchange

(0.1

(0.4

ORGANIC ADJUSTED OPERATING MARGIN (NON-GAAP) YEAR-OVER-YEAR CHANGE

4.1

3.3

Reconciliation of Net Income (GAAP) to Adjusted Net Income (Non-GAAP)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

NET INCOME (GAAP)

5,008

14,866

13,341

20,696

ADJUSTMENTS TO NET INCOME (GAAP):

Acquisition, integration and divestiture costs

2,127

4,282

4,818

10,315

Restructuring activities and other charges (1)

2,718

2,198

4,214

4,171

Transformation costs (2)

2,949

(1,409

)

3,078

(2,293

)

Intangible amortization

9,547

10,204

19,341

19,325

Contingent Consideration

2,212

(11,053

)

2,064

(11,053

)

Inventory step-up charges

—

577

—

577

Non-cash interest expense

4,161

3,827

8,235

7,574

Amortization of debt issuance costs

421

414

840

827

Foreign currency impact of certain intercompany loans (3)

618

—

1,508

—

Loss on sale of business

(103

)

—

13,660

—

Other(4)

379

102

379

686

Tax effect of non-GAAP charges

740

(2,853

)

(13,547

)

(7,429

)

ADJUSTED NET INCOME (NON-GAAP)

30,777

21,155

57,931

43,396

NET INCOME MARGIN (GAAP)

2.5

8.2

3.3

5.9

ADJUSTED NET INCOME MARGIN (NON-GAAP)

15.1

11.6

14.5

12.3

Reconciliation of EPS (GAAP) to EPS (Non-GAAP)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

EPS (GAAP) - DILUTED

0.09

0.26

0.24

0.37

ADJUSTMENTS TO EPS (GAAP) - DILUTED:

Acquisition, integration and divestiture costs

0.04

0.08

0.09

0.18

Restructuring activities and other charges (1)

0.05

0.04

0.07

Transformation costs (2)

0.05

(0.02

)

0.05

(0.04

)

Intangible amortization

0.17

0.18

0.34

Contingent Consideration

0.04

(0.20

)

0.04

(0.20

)

Inventory step-up charges

—

0.01

—

0.01

Non-cash interest expense

0.07

0.15

0.13

Amortization of debt issuance costs

0.01

Foreign currency impact of certain intercompany loans (3)

0.01

—

0.03

—

Loss on sale of business

(0.00

)

—

0.24

—

Other(4)

0.01

0.00

0.01

Tax effect of non-GAAP charges

0.01

(0.05

)

(0.24

)

(0.13

)

ADJUSTED EPS (NON-GAAP) - DILUTED

0.54

0.37

1.02

0.77

Reconciliation of Net Income (GAAP) to Adjusted EBITDA (Non-GAAP)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

NET INCOME (GAAP)

5,008

14,866

13,341

20,696

ADJUSTMENTS:

Investment income

(6,431

)

(6,585

)

(12,773

)

(13,899

)

Interest expense

5,663

5,354

11,241

10,604

Amortization of debt issuance costs

421

414

840

827

Income tax (benefit) provision

9,145

3,349

2,584

5,462

Depreciation

9,515

9,850

19,483

19,405

Intangible amortization

9,547

10,231

19,341

19,380

EBITDA (NON-GAAP)

32,868

37,479

54,057

62,475

OTHER ADJUSTMENTS:

Acquisition, integration and divestiture costs

2,127

4,282

4,818

10,315

Restructuring activities and other charges (1)

2,718

2,198

4,214

4,171

Transformation costs (2)

2,949

(1,409

)

3,078

(2,293

)

Contingent Consideration

2,212

(11,053

)

2,064

(11,053

)

Inventory step-up charges

—

577

—

577

Foreign currency impact of certain intercompany loans (3)

618

—

1,508

—

Loss on sale of business

(103

)

—

13,660

—

Other(4)

379

102

379

686

ADJUSTED EBITDA (NON-GAAP)

43,768

32,176

83,778

64,878

NET INCOME MARGIN (GAAP)

2.5

8.2

3.3

5.9

ADJUSTED EBITDA MARGIN (NON-GAAP)

21.4

17.6

21.0

18.5

FOOTNOTES FOR ALL TABLES ABOVE:

(1)

Restructuring activities and other charges includes the costs of severance and accelerated depreciation among other non-cash charges. Charges for the three and six months ended June 30, 2026, consists of activities to simplify the global manufacturing footprint of the organization and align its workforce to support long-term company growth.

(2)

For the three and six months ended June 30, 2026, transformation costs include $3.8 million and $4.8 million, respectively, of expenses for discrete strategic projects that are designed to deliver long-term growth under our Transformation Office, partially offset by $0.8 million and $1.7 million, respectively, for the benefit received from the sale of inventory that had previously been reserved for as part of past restructuring plans. The three and six months ended June 30, 2025 includes a benefit of $1.4 million and $2.3 million, respectively, from the sale of inventory that had previously been reserved as part of past restructuring plans.

(3)

During the three and six months ended June 30, 2026 we recorded foreign currency losses on certain intercompany loans of $0.6 million and $1.5 million, respectively. This is recorded in other (expense), net within the condensed consolidated statements of operations.

(4)

Other charges for the three and six months ended June 30, 2026 includes other expenses that are non-indicative of our ongoing performance. The three and six months ended June 30, 2025 includes charges related to one-time events relating to a cybersecurity incident, net of insurance, and costs associated with the restatement of previously issued financial statements.

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