UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

☐	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report

Commission File Number 001-38332

QIAGEN N.V.

(Exact name of Registrant as specified in its charter)

n/a

(Translation of Registrant’s name in English)

The Netherlands

(Jurisdiction of incorporation or organization)

Hulsterweg 82

5912 PL Venlo

The Netherlands

011-31-77-355-6600

(Address of principal executive offices)

_____________________________________________

Roland Sackers, Tel: 011-31-77-355-6600, Fax: 011-31-77-355-6658

QIAGEN N.V., Hulsterweg 82, 5912 PL Venlo, The Netherlands

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

_____________________________________________

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

Title of class:	Trading Symbol	Name of each exchange on which registered:
Common Shares, par value EUR 0.01 per share	QGEN	New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

_____________________________________________

The number of outstanding Common Shares as of December 31, 2025 was 216,920,735.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934. ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the

preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past

90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of

Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition

of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Emerging Growth Company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐

* The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards

Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over

financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit

report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect

the correction of an error to previously issued financial statements. ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of

the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

☒	U.S. GAAP
☐	International Financial Reporting Standards as issued by the International Accounting Standards<br><br>Board
☐	Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: ☐ Item

17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

Unless the context otherwise requires, references herein to “we,” “us,” “our,” the “Company” or to “QIAGEN” are to QIAGEN N.V. and its consolidated subsidiaries.

Totals within tables presented in U.S. dollar millions may contain rounding differences.

EXCHANGE RATES

QIAGEN publishes its financial statements in U.S. dollars. In this Annual Report on Form 20-F, references to “dollars” or “$” are to U.S. dollars, references to CHF are

to the Swiss franc, and references to “EUR”, the “euro” or “€” are to the European Monetary Union euro. Except as otherwise stated herein, all monetary amounts in

this Annual Report on Form 20-F have been presented in U.S. dollars.

The exchange rate used for the euro was obtained from the European Central Bank and is based on the daily concertation procedure between central banks across

Europe, which normally takes place at approximately 2:10 P.M. Central European Time. This rate at March 16, 2026, was $1.1478 per €1.

For information regarding the effects of currency fluctuations on our results, see "Operating and Financial Review."

TRADEMARKS

We have proprietary rights to trademarks, trade names and service marks used in this Annual Report on Form 20-F that are important to our business, many of which

are registered under applicable intellectual property laws. Solely for convenience, trademarks, trade names and service marks referred to in this Annual Report on

Form 20-F may appear without the “®” or “™” symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent

possible under applicable law, our rights or the rights of the applicable licensor to these trademarks, trade names and service marks. We do not intend our use or

display of other companies’ trademarks, trade names or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

Each trademark, trade name or service mark of any other company appearing in this Annual Report on Form 20-F is the property of its respective holder.

QIAGEN N.V.	Financial Report 2025	Financial Statements
Table of Contents
	Management Report
---	---
6	Business and Operating Environment
7	Strategy, Business Model and Value Chain
12	Operating Environment
25	Risks and Risk Management
43	Financial and Share Performance
43	Operating and Financial Review
57	QIAGEN Shares
	Corporate Governance
62	Governance Structure
64	Managing Board
66	Supervisory Board
72	Board-Related Matters
74	Shareholder Meetings and Share Capital
80	Additional Information
85	Compensation of Managing Board Members and Supervisory<br><br>Directors	Consolidated Financial Statements
---	---
91	Report of Independent Registered Public Accounting Firm
96	Report of Independent Registered Public Accounting Firm
98	Report of Independent Registered Public Accounting Firm
99	Consolidated Balance Sheets
101	Consolidated Statements of Income
102	Consolidated Statements of Comprehensive Income
103	Consolidated Statements of Changes in Equity
104	Consolidated Statements of Cash Flows
106	Notes to Consolidated Financial Statements
	Appendices
184	Articles of Association
196	Principal Accountant Fees and Services
197	Taxation
203	Government Regulations
216	Exchange Controls
217	Documents on Display
218	Controls and Procedures
220	Disclosure under Section 219 of ITRA
221	Reference Table Form 20-F
225	Exhibit Index
226	Signatures

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 5
Management Report
6	Business and Operating Environment
---	---
7	Strategy, Business Model and Value Chain
12	Operating Environment
25	Risks and Risk Management
43	Financial and Share Performance
43	Operating and Financial Review
57	QIAGEN Shares
QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 6
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Business and Operating Environment

Company overview

QIAGEN is a leading global provider of Sample to Insight solutions, enabling

customers to extract and gain valuable molecular insights from samples

containing the building blocks of life. Our Sample technologies isolate and

process DNA (deoxyribonucleic acid), RNA (ribonucleic acid) and proteins

from blood, tissue and other materials. Assay technologies prepare these

biomolecules for analysis while bioinformatics software and knowledge bases

can be used to interpret data to find actionable insights. Automation solutions

bring these processes together into seamless and cost-effective workflows. We

serve over 500,000 customers globally in Life Sciences (academia, pharma

research and development, industrial applications, primarily forensics) and

molecular diagnostics for clinical healthcare. As of December 31, 2025, we

employed approximately 5,700 people in over 35 locations worldwide.

QIAGEN was founded in 1984 and began operations in 1986 as a pioneer in

the emerging biotechnology sector with a revolutionary method that

standardized and accelerated the extraction and purification of nucleic acids

from biological samples, which means any material containing DNA, RNA or

proteins. As molecular biology and genomic knowledge has grown to influence

many areas of daily life, we have expanded to serve the full spectrum of market

needs while developing new instruments, consumables and digital solutions,

partnering with researchers and pharmaceutical companies, and acquiring

companies and technologies that best complement our portfolio. We continue

to accelerate our portfolio growth and increase our efficiency and effectiveness

while also enhancing our customer experience, our corporate citizenship and

our position as an employer of choice.

Our growth has been funded through internally generated funds as well as

through debt offerings in recent years.

Our Global Shares are listed on the New York Stock Exchange under the ticker

symbol QGEN and on the Frankfurt Stock Exchange as QIA.

QIAGEN N.V. is the holding company for more than 60 consolidated

subsidiaries, many of which have the primary function of distributing our

products and services on a regional basis. Certain subsidiaries also have

research and development or production activities. The Company is registered

under its commercial and legal name QIAGEN N.V. with the trade register

(kamer van koophandel) of the Dutch region Limburg Noord under file number

QIAGEN N.V. is incorporated under Dutch law as a public limited

liability company (naamloze vennootschap) and is organized as a holding

company. Our principal executive office is located at Hulsterweg 82, 5912 PL

Venlo, The Netherlands, and our telephone number is +31-77-355-6600.

Further information on QIAGEN can be found at www.qiagen.com. The

U.S. Securities and Exchange Commission (SEC) website at www.sec.gov

contains reports, proxy and information statements, and other information

regarding issuers that file electronically with the SEC. Information contained in,

or that can be accessed through, our website is not a part of, and shall not be

incorporated by reference into, this Annual Report. We have included our

website address in this document solely as an inactive textual reference.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 7
Strategy, Business Model and Value chain

Our business

QIAGEN provides sample and assay technologies that enable customers to

extract, detect and interpret molecular information from biological samples.

From decoding DNA to accelerating life-saving breakthroughs, our vision is

simple: to make improvements in life possible. We create value by offering

integrated workflows that combine consumables with instruments, automation

and bioinformatics. This approach allows customers to standardize research

and molecular testing and generate actionable insights across applications

faster, better and more efficiently.

Our strategy is anchored by a commitment to deliver solid profitable growth by

focusing our resources on a group of pillars that represented $1.5 billion in

sales, approximately 72% of sales, in 2025 and that are expected to reach

combined annual sales of approximately $2 billion by 2028. We are aligning

our investments within these pillars to maximize sales in proven high-growth

markets.

The pillars involve three product groups where QIAGEN is developing

leadership positions: the digital PCR (Polymerase Chain Reaction) platform

QIAcuity, the clinical PCR syndromic testing solution QIAstat-Dx and the

QIAGEN Digital Insights portfolio of bioinformatics solutions for improved

analysis and interpretation of complex genomic data. Additionally, two pillars

involve product groups where QIAGEN has strong top positions and where we

want to consolidate our leadership: Sample technologies that are used to gain

access to DNA and RNA from a biological sample and the QuantiFERON

technology platform for latent disease detection, best known for its use in

detecting latent tuberculosis (TB).

We classify our products into two main categories: consumables and related

revenues; and instruments and related services. Global Presence by Product

Category and Geographic Market and QIAGEN Product Groups provide

additional details

We manufacture our products at facilities in the United States, Europe and

China. In China, products are primarily made for the local market. For more

information about our manufacturing sites, please refer to the Description of

Property section.

Our commercial teams are organized into specialized groups across three

major regions: Americas; Europe, Middle East and Africa (EMEA); and Asia

Pacific and Japan (including China). In certain markets, we also work with third-

party distributors to extend our reach. For more information, please refer to the

Sales and Marketing section. Details about our employees can be found in the

Employees section.

QIAGEN operates a centralized distribution network with regional hubs

responsible for local logistics.

Building a sustainable business

Our products support scientific progress and healthcare by enabling molecular

insights that can contribute to improved decision-making and patient outcomes

worldwide. We are committed to sustainable business practices integrating

stakeholder perspectives—including those of customers, employees, regulators

and public authorities, suppliers and shareholders—into relevant aspects of our

operations.

Our sustainability policy outlines key principles and responsibilities for

QIAGEN employees regarding environmental, social and governance (ESG)

matters, reflecting our commitment to a more sustainable future. Oversight of

sustainability is provided by the Supervisory Board, through its Nomination &

Governance Committee. The Managing Board is responsible for integrating

sustainability into strategy, and works with the Executive Committee on

operational execution.

Our targets and actions address priorities such as reducing the use of plastic

and advancing environment-friendly product solutions; lowering emissions

across our operations and supply chain; and working with suppliers to promote

environmental and social responsibility. Through these initiatives, we aim to

embed sustainability considerations across our business activities and product

life cycle.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 8
Strategy, Business Model and Value Chain

Global presence

Value chain

Value is created across QIAGEN’s value chain through innovation in sample

and assay technologies, high-quality manufacturing and regulatory-compliant

Global presence with a focus on the most

attractive developed and emerging markets

supply. As part of its business model, QIAGEN integrates post‑market

surveillance into the life-cycle management of its products. The ongoing

monitoring of product performance supports the early identification of

quality‑related risks, underpins regulatory compliance across markets, and

helps maintain trust in QIAGEN’s solutions among customers, patients and end

users. These efforts are supported by commercial execution and global

distribution capabilities. Our research and development are carried out within

manufacturing entities and specialized R&D centers. Manufacturing sites source

raw materials and semi-finished products from affiliated entities and

independent third parties to support the production of QIAGEN consumables,

instruments and related solutions. Sales to end customers are managed through

local sales subsidiaries and, in certain markets, third-party distributors. A

centralized distribution network connects manufacturing entities with local sales

organizations, supported by two global distribution hubs that consolidate

demand and optimize supply logistics.

Our products serve more than 500,000 customers across the continuum from

Life Sciences (academia, pharmaceutical R&D and applied testing) to molecular

diagnostics (clinical healthcare). QIAGEN operates globally, with significant

Our key sites
	Venlo, Global HQ
	Hilden, EMEA HQ
	Germantown, Americas HQ
	Shanghai, China HQ
	Singapore, Asia HQ
	Global presence

markets in the Americas, Europe, Middle East, Africa (EMEA), Asia Pacific and

Delivering products to

>160 countries

Japan (including China).

Direct sales in

>40 countries

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 9
Strategy, Business Model and Value Chain

Downstream

Upstream

Our

operations

Procurement

Sales to >500,000 customers

in >160 countries

Sales entities in EMEA, APAC

and Americas

Raw materials
R&D services and in-licensing
Finished goods
Logistical and warehousing services
Semi-finished goods
IT and other services

~5,700 QIAGENers across all EC functions

Manufacturing in EMEA, Americas and APAC regions

Consumables
Instrumentation services
Instruments
Licensing (e.g., patents)
Bioinformatics

Research and Development

Consumables

Bioinformatics

(digital insights)

Instruments

Material topics

•Climate change	•Climate change	•Consumers and end users	•Climate change
•Resource use and circular economy<br><br>(e.g. resource inflows)	•Resource use and circular<br><br>economy (e.g., closing the<br><br>loop, waste management)	•Own workforce<br><br>–Working conditions<br><br>–Diversity and inclusion<br><br>–Occupational health and safety	•Resource use and circular economy<br><br>(e.g. products, services, waste)
•Business conduct			•Business conduct
•Workers in the value chain	•Business conduct		•Workers in the value chain
			•Consumers and end-users
QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 10
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Strategy, Business Model and Value Chain

Interests and views of our stakeholders

Understanding and addressing the interests and expectations of our

stakeholders is essential for our business strategy and long-term value creation.

Throughout 2025, we actively engaged with stakeholders through various

channels, incorporating their insights into our materiality assessment, business

processes and capital allocation dialogue. These engagements supported

decisions on product portfolio priorities, operational improvements,

transparency in external reporting and the way we communicate our approach

to profitable growth, investment discipline and long-term shareholder value

creation.

In particular, engagement with shareholders and the financial community

provided feedback not only on sustainability performance and governance, but

also on strategy execution, capital deployment priorities and the balance

between investing for future growth and maintaining financial discipline. This

dialogue helps us explain how we allocate resources to strategic growth pillars,

innovation, operational capabilities and other value-enhancing initiatives, while

maintaining a focus on returns, resilience and transparency. In accordance with

the Dutch Corporate Governance Code, our Stakeholder Engagement Policy is

available on our website.

Interests and views of our stakeholders

Stakeholders	How we engage	Why we engage	How we respond
Shareholders and the<br><br>financial community	•Quarterly reports and earnings calls, including<br><br>strategy and capital allocation updates<br><br>•Annual report and annual general meeting<br><br>communications, including long-term value<br><br>creation priorities<br><br>•Regular roadshows and investor calls on growth,<br><br>portfolio priorities and returns<br><br>•Investor relations website and related<br><br>shareholder communications<br><br>•Investor feedback	•Long-term shareholder value<br><br>creation<br><br>•Capital deployment to investment<br><br>priorities with highest returns<br><br>•Financial resilience<br><br>•Understanding investor<br><br>expectations toward sustainability<br><br>•Business conduct: attracting<br><br>responsible investors	•Clearer communication on long-term shareholder value creation<br><br>•Communication and execution of capital allocation priorities, including<br><br>strategic acquisitions, digital capabilities and growth pillar investments<br><br>•Communication of shareholder return actions, including the annual cash<br><br>dividend and synthetic share repurchase programs<br><br>•Stronger linkage between strategy, resource allocation and profitable<br><br>growth<br><br>•Increased transparency on sustainability performance<br><br>•ESG information embedded in internal and external communications<br><br>•Expanded CDP environmental reporting
Employees	•Strategic meetings: annual kick-offs and quarterly<br><br>feedback checks<br><br>•Reviews: one-on-one sessions and 180°<br><br>feedback<br><br>•Engagement: surveys, pulse checks, events and<br><br>webinars<br><br>•Trainings: management and regulatory sessions,<br><br>ESG awareness	•Foster performance culture<br><br>•Ensure highest health and safety<br><br>•Equal treatment and opportunities<br><br>for all<br><br>•Employee development, training<br><br>and skills	•Annual employee survey results show QIAGEN as having a high-<br><br>performance culture<br><br>•Recognition of QIAGEN as top employer in several regions<br><br>•Local site action plans to enhance workplace culture<br><br>•Increased safety awareness<br><br>•Reduction in unstaffed positions
QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 11
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Strategy, Business Model and Value Chain							Stakeholders	How we engage	Why we engage	How we respond
---	---	---	---
Customers	•Surveys: customer satisfaction measurement<br><br>•Digital tools: web chat and 24/7 service portal<br><br>•Events: conferences, trade fairs, roadshows and<br><br>infotainment shows; best practice sharing at our<br><br>facilities<br><br>•Engagement: bilateral meetings, production<br><br>tours, training, customer audits<br><br>•Sustainability: questionnaires and dedicated<br><br>webpage	•Strong ongoing customer<br><br>engagement and retention<br><br>•Ensure timely access to products<br><br>and services<br><br>•Support sustainable lab practices<br><br>and efficient waste management	•Incorporation of customer requirements into product and service<br><br>offering<br><br>•Expansion of product portfolio with increasing focus on sustainable<br><br>products and plastics reduction<br><br>•Service improvements, e.g., web chat functionalities and Net Promoter<br><br>Score (NPS) above internal benchmarks<br><br>•Lab waste treatment pilot
Suppliers	•Workshops on target costing design<br><br>•Risk assessment, strategic reviews, supplier days<br><br>•Best practice workshops, bilateral engagement,<br><br>joint initiatives, webinars with employees	•Supply chain security and risk<br><br>reduction<br><br>•Business conduct: responsible<br><br>sourcing standards<br><br>•Sustainability commitments	•Cost stability in challenging macroeconomic environment<br><br>•Mapped strategic supplier base to reduce supply risk and assess<br><br>sustainability factors<br><br>•Pilot projects on low-carbon solutions
General society and<br><br>local communities	•Collaboration with public health laboratories,<br><br>research and academic institutions around the<br><br>world	•Access to products and services:<br><br>enhancement of access to<br><br>healthcare	•Laboratory infrastructure and capacity building to support pandemic<br><br>preparedness<br><br>•Response initiatives, local surveillance<br><br>•Development of new tools for pathogen detection
Banks and financial<br><br>institutions	•Mandatory reporting and information (e.g.,<br><br>annual report, non-financial reporting)<br><br>•Bilateral meetings	•Efficient financing costs<br><br>•Improvements in ESG ratings	•Reduced financing costs for debt offerings<br><br>•Favorable ESG performance-linked loan conditions
QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 12
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Operating Environment

Economic environment

In 2025, global economic growth remained moderate, with the International

Monetary Fund (IMF) estimating real GDP growth of about 3%. Inflation eased

in many economies, supporting the start of monetary policy easing in some

markets, although underlying price pressures persisted in parts of the advanced

economies. Growth remained uneven, with advanced economies expanding by

around 1.5% and emerging market and developing economies growing at just

above 4%.

Economic activity continued to be influenced by elevated public and private

debt levels, trade policy uncertainty and geopolitical tensions, contributing to a

cautious operating environment across many sectors.

Industry environment

The Life Sciences and molecular diagnostics industries showed mixed conditions

in 2025. While demand growth continued in several application areas—

including oncology, infectious disease testing and biopharmaceutical research

—customer purchasing patterns remained uneven across regions. Companies

increasingly emphasized expanding the use of installed instrument platforms

and menu breadth to drive growth in clinical and research settings.

QIAGEN remained positioned to address these trends through its global

footprint and commercial scale, supported by key platforms such as QIAstat-Dx,

for which cumulative placements exceeded 5,200 instruments worldwide at

year-end 2025.

The addressable Life Sciences and molecular diagnostics segments are

estimated at about $12 billion in annual sales, with expectations for continued

single-digit growth.

QIAGEN products

Our leadership in molecular research and testing solutions leverages our

product portfolio across a wide range of applications. These are grouped into

two main categories:

•Consumables and related revenues, which include consumables kits,

bioinformatics solutions, royalties, co-development milestone payments and

services (90% of total net sales in 2025)

•Instruments and related services and contracts (10% of total net sales in

2025)

QIAGEN product groups

Sample technologies

Sample technologies represent one of our pillars and include products involved

in the first step of any molecular lab process.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 13
Operating Environment

20240212 Infographic.jpg

Selected biological samples
	Tissue	Stool
	Cells	Saliva
	Blood	Other body<br><br>fluids
	Serum	Bone
	Plasma	Plants
	Urine	Soil	Input demands	Processing	Target analytes
---	---	---
Low / high-volume	Manual	Genomic DNA
Low-quantity		Plasmid DNA
Tubes / plates		cfDNA
Input demands
Low-quantity	Automated	mRNA, rRNA
High-quantity	Low- to high-	miRNA
Tubes / plates	throughput systems	Circulating tumor<br><br>cells and proteins	Applications
---	---
Cloning	qPCR / dPCR
DNA<br><br>amplification	Sequencing<br><br>/ NGS
Arrays	Liquid biopsy
Gene editing	Microbiome
Epigenetics	Gene silencing
Cellular<br><br>analytics	Proteomics

Our broad portfolio of Sample technologies includes consumables and

instruments used in sample collection, stabilization, storage, purification and

quality control. Some of our consumables are designed to run on our

instruments, while others are universal kits designed for use with any molecular-

testing platform. These products are used in research and applied testing

(forensics/human identification and food safety) in laboratories as well as

clinical testing.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance
Operating Environment
Sample technologies	Selected QIAGEN brands
---	---	---	---
Primary Sample technology consumables
•Nucleic acid stabilization and purification kits designed for primary sample materials (DNA, RNA), manual and<br><br>automated processing for genotyping, gene expression, viral and bacterial analysis<br><br>•Mainly based on silica membrane and magnetic bead technologies	•QIAamp<br><br>•PAXgene<br><br>•AllPrep	•DNeasy<br><br>•QIAprep&amp	•RNeasy<br><br>•MagAttract<br><br>•QIAwave
Secondary Sample technology consumables
•Kits and components for purification of nucleic acids from secondary sample materials (e.g., gel, plasmid DNA)	•QIAprep<br><br>•QIAGEN Plasmid<br><br>•HiSpeed	•QIAquick<br><br>•QIAfilter<br><br>•EndoFree	•DyeEx
Sample technology instruments
•Instruments for nucleic acid purification, quality control and accessories	•QIAsymphony<br><br>•EZ2 Connect<br><br>•TissueLyser III	•QIAcube Connect<br><br>•EZ2 Connect MDx	•QIAcube HT<br><br>•QIAxcel Connect<br><br>•QIAcube Connect<br><br>MDx<br><br>•QIAsprint Connect

Diagnostic solutions

Diagnostic solutions include our molecular testing platforms and consumables,

covering two of our pillars with QuantiFERON and QIAstat-Dx. They also

include Precision Diagnostics, which comprises companion diagnostic co-

development revenues from projects with pharmaceutical companies, regulated

assays and solutions for laboratory-developed tests. Additional areas include

oncology and sexual and reproductive health for detection of various diseases

and for other laboratory processes.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance
Operating Environment
Diagnostic solutions	Selected QIAGEN brands
---	---	---	---
Immune response consumables
•Interferon-Gamma Release Assay (IGRA) for latent TB testing<br><br>•Assays for post-transplant testing, viral load monitoring	•QuantiFERON
Oncology and sexual and reproductive health consumables
•Assays for analysis of genomic variants such as mutations, insertions, deletions and fusions<br><br>•Assays for prenatal testing and detection of sexually transmitted diseases and HPV	•therascreen<br><br>•AmniSure /<br><br>PartoSure	•ipsogen	•digene HC2
Sample to Insight instruments and dedicated assays
•One-step molecular analysis of hard-to-diagnose syndromes<br><br>•Fully integrated PCR testing	•QIAstat-Dx<br><br>•QIAstat-Dx Rise

PCR/Nucleic acid amplification

PCR/Nucleic acid amplification involves our research and applied PCR

solutions and components. The product group includes another of our pillars,

QIAcuity. We offer optimized solutions for end-point PCR, quantitative PCR and

digital PCR. Our kits, assays, instruments and accessories amplify and detect

targets and streamline workflow for virtually any application.

PCR/Nucleic acid amplification	Selected QIAGEN brands
Research PCR consumables
•Different generations of PCR, quantitative and digital PCR, reverse transcription and combinations (RT-PCR) kits for<br><br>analysis of gene expression, genotyping and gene regulation, running on QIAGEN or third-party instruments and<br><br>technologies	•QuantiTect<br><br>•OneStep RT-PCR<br><br>•OmniScript<br><br>•QIAcuity	•QIAGEN Multiplex<br><br>•miRCURY<br><br>•AllTaq<br><br>•GeneGlobe	•QuantiNova<br><br>•HotStarTaq<br><br>•UltraRun Long<br><br>Range
Human ID/Forensics assay consumables
•Short tandem repeat (STR) assays for human ID, additional assays for food contamination	•Investigator (human<br><br>ID / forensics)
PCR instruments
•Digital PCR solutions<br><br>•qPCR solutions	•QIAcuity<br><br>•Rotor-Gene Q	•QIAgility	•QIAcuityDx
OEM consumables
•Custom-developed and configured enzymes and PCR solutions that are sold to OEM customers	•Provided on an individualized contract basis
QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 16
---	---	---	---	---	---
Operating Environment

Genomics/NGS

This product group includes our universal next-generation sequencing (NGS)

solutions for use with any NGS sequencer as well as the full bioinformatics

portfolio offered by QIAGEN Digital Insights, which also represents one of our

pillars.

Genomics/NGS	Selected QIAGEN brands
Universal NGS consumables
•Predefined and custom NGS gene panels (DNA, RNA), library prep kits and components, whole genome<br><br>amplification, DNA methylation analysis, etc.<br><br>•Sequence-based assays for forensic genetic genealogy	•QIAseq<br><br>•GeneGlobe	•REPLI-g<br><br>•EpiTect	•ForenSeq<br><br>Kintelligence
QIAGEN Digital Insights solutions
•Bioinformatics solutions analyze and interpret data to deliver actionable insights from NGS. This includes<br><br>freestanding software or cloud-based solutions and is integrated into many QIAGEN consumables and instruments.	•QCI Secondary<br><br>Analysis<br><br>•QCI Interpret<br><br>•QCI Precision	•CLC Workbenches<br><br>•OmicSoft Lands<br><br>•Ingenuity Pathway<br><br>Analysis	•Biomedical<br><br>Knowledge Base<br><br>•HGMD<br><br>•HSMD<br><br>•PGXI

Other

Revenues from various sources, including protein biology products, royalties,

intellectual property and freight charges.

Principal markets

We sell our products to more than 500,000 customers in two broad customer

groups: molecular diagnostics (clinical testing) and Life Sciences (academia,

pharmaceutical research and development and applied testing).

At the end of 2025, our current total addressable market was estimated at

approximately $12 billion annually, with estimates indicating that this market

opportunity would grow about 4-6% annually through 2028.

Molecular diagnostics

The molecular diagnostics market includes healthcare providers engaged in

many aspects of patient care that require accurate diagnoses and insights to

guide treatment decisions in oncology, infectious diseases and immune

monitoring.

We offer one of the broadest portfolios of molecular technologies for

healthcare. The success of molecular testing in healthcare depends on the

ability to accurately analyze purified nucleic acid samples from sources such as

blood, tissue, body fluids and stool. Automated systems process tests reliably

and efficiently, often handling hundreds of samples simultaneously. Our range

of assays for diseases and biomarkers speeds up and simplifies laboratory

workflow and standardizes lab procedures.

Molecular testing is the most dynamic segment of the global in vitro diagnostics

market. The pandemic has demonstrated the value of molecular testing in

healthcare, and we expect the market to provide significant growth

opportunities.

We have built a position as a preferred partner to co-develop companion

diagnostics paired with targeted drugs and have created a rich pipeline of

molecular tests that are transforming the treatment of cancer and other diseases.

We have more than 30 master collaboration agreements with pharmaceutical

industry customers, some with multiple co-development projects. Companion

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 17
Operating Environment

diagnostics move through clinical trials and regulatory approvals, along with

the paired drugs, to commercialization and marketing to healthcare providers.

Selected molecular diagnostics products
Sample technologies	Assay technologies	Instruments	Bioinformatics
For extraction from:<br><br>•Tissue<br><br>•Blood<br><br>•Swabs, other	Indication areas<br><br>•Oncology<br><br>•Immune modulation<br><br>•Infectious diseases Technologies:<br><br>QuantiFERON, Polymerase Chain Reaction<br><br>(PCR), Next-generation sequencing (NGS)	•QIAstat-Dx<br><br>•QIAsymphony RGQ<br><br>•QIAcube Connect MDx<br><br>•EZ2 Connect MDx<br><br>•QIAstat Rise	QIAGEN Clinical Insight (QCI)<br><br>•Hereditary diseases<br><br>•Somatic and germline cancers<br><br>•Other diseases

Life Sciences

The Life Sciences market includes governments and biotechnology companies,

where researchers and scientists are using molecular testing technologies to

advance scientific knowledge in the pursuit of new breakthroughs that can lead

to new medicines and diagnostics for use in clinical healthcare. This market

also includes the use of molecular testing technologies for applied applications,

in particular for forensics as well as food and veterinary testing. These

customers are all often served by public funding and research and development

budgets within pharmaceutical companies.

We partner with customers across diverse disciplines in academia and industry,

providing sample technologies, assay technologies, bioinformatics and services

to universities and institutes, pharmaceutical and biotech companies,

governments and law enforcement agencies.

We provide Sample to Insight solutions to academic and research institutions

around the world. We focus on enabling researchers to use high-quality

technologies to generate reliable, fast, highly reproducible results, sometimes

replacing time-consuming traditional or in-house methods. We often partner

with leading institutions on research projects and develop customized solutions

such as NGS panels for the sequencing of multiple gene targets.

We are a global leader in solutions for governments and industry, particularly

in forensic testing and human identification. The value of genetic

"fingerprinting" has been proven in criminal investigations and examinations of

paternity or ancestry, as well as in food safety. We provide sample collection

and analytical solutions for law enforcement and human identification labs as

well as advanced technologies for studies of microbiomes and their effect on

health and the environment.

We have deep relationships with pharmaceutical and biotechnology

companies. Drug discovery and development as well as translational research

efforts increasingly employ genomic information, both to guide research in

diseases and to differentiate patient populations that are most likely to respond

to particular therapies. We estimate that about half of our sales to these

companies supports research, while the other half supports clinical

development, including stratification of patient populations based on genetic

information. Also, QIAGEN Digital Insights solutions are widely used to guide

pharmaceutical research and treatment options.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance
Operating Environment
Selected Life Sciences products
---	---	---	---
Sample technologies	Assay technologies	Instruments	Bioinformatics
~300 different kit types for extraction and<br><br>purification of DNA, RNA and proteins from<br><br>tissue, blood, cells, stool, plants, soil and other<br><br>sample types	•Real-time PCR<br><br>•Digital PCR<br><br>•Next-generation sequencing	•QIAsymphony<br><br>•QIAcube Connect<br><br>•QIAcuity digital PCR	•Ingenuity Pathway Analysis (IPA)<br><br>•Genomics Workbench/Server<br><br>•Microbial Pro Suite/RNA-seq<br><br>•Microbial Epigenetics

Competition

The markets for most of our products are very competitive. Competitors may

have developed, or could develop in the future, new technologies that compete

with our products or even render our products obsolete. In sample technology

products, we experience competition in various markets from other companies

providing sample preparation products in kit form and assay solutions. These

competitors include, but are not limited to, companies with a focus on nucleic

acid separation and purification kits, assay solutions, reagents and

instrumentation. We compete with other suppliers through innovative

technologies and products, offering a comprehensive solution for nucleic acid

collection, pre-treatment, separation and purification needs as well as

downstream applications. Our products provide significant advantages in terms

of speed, reliability, accuracy, convenience, reproducibility and ease of use.

Some of our other products within our molecular diagnostics customer class,

such as tests for chlamydia, gonorrhea, hepatitis B virus, herpes simplex virus

and CMV (cytomegalovirus), compete against existing screening, monitoring

and diagnostic technologies, including tissue culture and antigen-based

diagnostic methodologies. We believe the primary competitive factors in the

market for gene-based probe diagnostics and other screening devices are

clinical validation, performance and reliability, ease of use, time to result,

standardization, cost, proprietary position, competitors' market shares, access

to distribution channels, regulatory approvals and reimbursement.

We believe our competitors typically do not have the same comprehensive

approach to sample-to-insight solutions as we do, nor do they have the ability to

provide the broad range of technologies and depth of products and services

that we offer.

Current and potential competitors may be in the process of seeking Federal

Drug Administration (FDA) or foreign regulatory approvals for their respective

products. Our continued future success will depend in large part on our ability

to maintain our technological advantage over competing products, expand our

market presence and preserve customer loyalty. There can be no assurance that

we will be able to compete effectively in the future or that development by

others will not render our technologies or products noncompetitive.

Global presence by product category and geographic market

Product category information

Net sales for the product categories are based on those revenues related to

sample and assay products and related revenues, including bioinformatics

solutions, as well as revenues derived from instrumentation sales.

Net sales (in millions)	2025	2024	2023
Consumables and related<br><br>revenues	$1,876.4	$1,760.2	$1,726.2
Instrumentation	213.6	218.0	239.1
Total	$2,090.0	$1,978.2	$1,965.3
QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 19
---	---	---	---	---	---
Operating Environment

Geographical information

We sell our products in more than 160 countries. The following table shows

total revenue by geographic market for the past three years (with net sales

attributed to countries based on the location of the customer, as certain

subsidiaries have international distribution):

Net sales (in millions)	2025	2024	2023
United States	$998.4	$942.0	$935.3
Other Americas	88.1	89.6	84.8
Total Americas	1,086.5	1,031.6	1,020.1
Europe, Middle East and<br><br>Africa	712.8	648.5	624.6
Asia Pacific, Japan and<br><br>Rest of World	290.7	298.2	320.7
Total	$2,090.0	$1,978.2	$1,965.3

Seasonality

Our business is not significantly impacted by seasonal factors. Historically, a

portion of our sales has been to researchers, universities, government

laboratories and private foundations whose funding is dependent upon grants

from government agencies, such as the National Institutes of Health and similar

bodies. To the extent that our customers experience increases, decreases or

delays in funding arrangements and budget approvals, and to the extent that

customers' activities are slowed, such as during times of higher unemployment,

vacation periods or delays in approvals of government budgets or government

shutdowns, we may experience fluctuations in sales volumes during the year or

delays from one period to the next in the recognition of sales. Additionally, we

have customers who are active in the diagnostics testing market, and sales to

these customers fluctuate to the extent that their activities are impacted by public

health concerns. For example, the timing and severity of viral infections such as

influenza or the SARS-CoV-2 virus may impact demand for our products.

Research and development

We are committed to expanding our global leadership in "Sample to Insight"

solutions serving customers in the Life Sciences and clinical diagnostics. We

target our research and development resources at the most promising

technologies to address the unmet needs of our customers in healthcare and

research labs in key geographic markets.

Innovation at QIAGEN follows parallel paths:

•Creating new systems for automation of workflows – platforms for

laboratories, hospitals and other users of novel molecular technologies

•Expanding our broad portfolio of content – including assays to detect and

measure biomarkers for disease or genetic identification

•Integrating QIAGEN Digital Insights with the testing process – software and

cloud-based resources to interpret and transform raw molecular data into

useful insights

Innovation in automation systems positions us in the fast-growing fields of

molecular testing and generates ongoing demand for our consumable products.

We are developing and commercializing a robust pipeline of assays for

preventive screening and diagnostic profiling of diseases, detection of

biomarkers to guide Precision Diagnostics in cancer and other diseases and

other molecular targets. Our assay development program aims to

commercialize tests that will add value to our QIAsymphony and QIAstat-Dx

automation systems in the coming years together with developing next-

generation sequencing (NGS) kits to support our universal NGS franchise and

our in vitro diagnostics partnership with Illumina. We continue to develop

applications for the QIAcuity digital PCR system, which is designed to make

digital PCR technology available to Life Sciences and clinical laboratories

worldwide, as well as to other participants in the NGS market.

Sales and marketing

We market our products primarily through subsidiaries in markets with the

greatest sales potential in the Americas, Europe, Australia and Asia.

Experienced marketing and sales staff, many of them scientists with academic

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 20
Operating Environment

degrees in molecular biology or related areas, sell our products and support

our customers. Business managers oversee key accounts to ensure that we serve

customers’ commercial needs, such as procurement processes, financing, data

on costs and the value of our systems, while maintaining collaborative

relationships. In many markets, we have specialized independent distributors

and importers.

Our go-to marketing strategy focuses on providing differentiated, high-quality

products across the value chain from Sample to Insight, integrating components

into end-to-end solutions when possible and enhancing relationships with a

commitment to technical excellence and customer service. Our omni-channel

approach seeks to engage customers through their preferred channels -- online,

by phone or in person – and to optimize investment in different customer types.

We continue to drive the growth of our digital marketing channels – including

our website at www.qiagen.com, product-specific sites and social media.

The recent pandemic saw an increase in virtual events and use of digital sales

channels. We have likewise increased the activities in digital marketing to

adapt to these market changes, such as installing an in-house studio to facilitate

creation of video content and live virtual events.

Our eCommerce team works with clients to provide automated processes

supporting a variety of electronic transactions and all major eProcurement

systems.

My QIAGEN is an easy-to-use self-service portal that is personalized to our

customers' needs and enables them to manage different activities in one central

place. Customers can now easily reorder products, place bulk orders, apply

quotes to their cart and track their order status. Functionality in the dashboard

allows customers to monitor their instrument use and view the status of licenses

and service agreements. Additionally, customers can access our exclusive

content and services, such as webinars, handbooks and other documents.

Our GeneGlobe Design and Analysis Hub (www.geneglobe.com) is a

valuable outreach to scientists in pharma and academia, enabling researchers

to search and order from approximately 25 million pre-designed and custom

PCR assay kits, NGS assay panels and other products. The hub brings next-

level experiment planning, execution and follow-up to Life Science researchers,

linking our QIAGEN Digital Insights solutions with ordering of assays to

accelerate research.

We use a range of tools to provide customers with direct access to technical

support, inform them of new product offerings and enhance our reputation for

technical excellence, high-quality products and commitment to service. For

example, our technical service support allows existing or potential customers to

discuss or ask questions about our products and molecular biology procedures

with QIAGEN scientists online or by phone. Frequent communication with

customers enables us to identify market needs, learn of new developments and

opportunities, and respond with new products.

We also distribute publications, including our catalog, to current and potential

customers worldwide, providing new product information, updates and articles

about existing and new applications. In addition, we hold numerous scientific

seminars at clinical, academic and industrial research institutes worldwide and

at major scientific and clinical meetings. We conduct direct-marketing

campaigns to announce new products and special promotions, and we offer

electronic newsletters and webinars highlighting molecular biology

applications.

For laboratories that frequently rely on our consumables, the QIAstock program

maintains inventory on-site to keep up with their requirements. QIAGEN

representatives make regular visits to replenish the stock and help with other

needs, and we are automating this process with digital technologies. Easy-to-

use digital ordering, inventory monitoring and customer-driven changes make

QIAstock an efficient system for providing ready access to our products for the

hundreds of customers worldwide who use this program.

Intellectual property, proprietary rights and licenses

We have made, and expect to continue making, investments in intellectual

property. In 2025, additions to our intangible assets outside of business

combinations totaled $6.1 million, and as of December 31, 2025, patent and

license rights, totaled a net $38.6 million. While we do not depend solely on

any individual patent or technology, we are significantly dependent in the

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 21
Operating Environment

aggregate on technology that we own or license. Therefore, we consider

protection of proprietary technologies and products one of the major keys to

our business success. We rely on a combination of patents, licenses and

trademarks to establish and protect proprietary rights. As of December 31,

2025, we owned 280 issued patents in the United States, 214 issued patents

in Germany and 1,569 issued patents in other major industrialized countries.

We had 353 pending patent applications. Our policy is to file patent

applications in Western Europe, the United States and Japan. Patents in most

countries have a term of 20 years from the date of filing the patent application.

We intend to aggressively prosecute and enforce patents and to otherwise

protect our proprietary technologies. We also rely on trade secrets, know-how,

continuing technological innovation and licensing opportunities to develop and

maintain our competitive position.

Our practice is to require employees, consultants, outside scientific

collaborators, sponsored researchers and other advisers to execute

confidentiality agreements at the start of their relationships with us. These

agreements provide that all confidential information developed by or made

known to the individual during the course of the relationship is to be kept

confidential and not disclosed to third parties, subject to a right to publish

certain information in scientific literature under specific circumstances and other

exceptions. In the case of our employees, the agreements provide that all

inventions conceived by individuals in the course of their employment will be

our exclusive property, subject to local laws.

See Risk Factors included in Risks and Risk Management for details regarding

risks related to our reliance on patents and proprietary rights.

Suppliers

We strive to ensure that our quality standards, compliance with laws and

regulations as well as environmental and social standards are maintained

along the entire value chain of suppliers and partners. We demand the same

from our business partners. Suppliers are subjected to a risk analysis with

regard to environmental and social criteria based on their geographic location.

Our supplier policy, which all new suppliers sign, is available on our website

and contains requirements with regard to legal compliance, bribery and

corruption, labor rights, nondiscrimination and fair treatment, health and safety

as well as environmental protection and conservation. In addition, first-tier

suppliers must confirm REACH, RoHS and conflict minerals compliance, as

appropriate. As part of our supplier assessment procedures, on a monthly

basis, we evaluate the supply performance of our raw material and component

suppliers. We assess, on a continuous basis, potential alternative sources of

such materials and components and, on a yearly basis, the risks and benefits of

reliance on our existing suppliers.

We strive to maintain inventories at a sufficient level to ensure reasonable

customer service levels and to guard against normal volatility in availability.

We buy materials for our products from many suppliers and are not dependent

on any one supplier or group of suppliers for our business as a whole. Raw

materials generally include chemicals, raw separation media, biologics,

plastics, electronics and packaging. Certain raw materials are produced under

our specifications. We have inventory agreements with the majority of our

suppliers, and we closely monitor stock levels to maintain adequate supplies.

In 2025, markets experienced increased pressure because of ongoing

geopolitical tensions. QIAGEN's strong material positions and thorough

coverage ensure that customer product availability remains unaffected at

present. However, uncertainty remains about how markets may develop in

2026 in light of ongoing geopolitical tensions.

Conflict minerals

U.S. legislation mandates transparency in sourcing conflict minerals—tantalum,

tin, tungsten and gold—from mines in the Democratic Republic of Congo (DRC)

and its adjoining countries. Some of our instrumentation components,

purchased from third-party suppliers, contain gold. As required, we investigate

our supply chain and disclose any use of conflict minerals from these regions.

Annually, we conduct due diligence to determine the presence and origin of

conflict minerals in our products. Since we do not purchase directly from

smelters or refineries, we rely on supplier declarations. We filed our latest

conflict minerals disclosure with the SEC on Form SD for the year ended

December 31, 2024, on May 30, 2025, and will update our disclosures as

required.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 22
Operating Environment

Description of property

Our primary production and manufacturing facilities for consumable products

are in Germany, the United States, Spain and China. Our software

development facilities are in the United States, Germany, Poland, Denmark and

Romania, and our Center of Excellence for the development of companion

diagnostics for personalized healthcare is in the United Kingdom.

Our production and manufacturing operations are highly integrated and

supported by sophisticated inventory control and production-planning

processes. Production management personnel are highly qualified, and many

have advanced degrees in engineering, business and science. In recent years,

we have made capital investments principally in automated and

interchangeable production equipment to expand production capacity and

improve operating efficiency. We have also invested in enterprise systems to

support production planning and operational control, including continued

deployment and enhancement of SAP-based systems. SAP R/3 is used to

integrate the majority of our operating subsidiaries, and we are in the process

of a multi-year implementation of S/4HANA.

In addition, capital expenditures include selected investments intended to

support energy efficiency and emissions reduction initiatives, including

renewable energy projects. Capital expenditures for property, plant and

equipment totaled $201.0 million in 2025, $167.2 million in 2024 and

$149.7 million in 2023. These capital expenditures were financed from

operating cash flows, and we expect operating cash flows to remain the

primary source of funding for future capital expenditures.

We have an established quality system, including standard manufacturing and

documentation procedures, intended to ensure that products are produced and

tested in accordance with the FDA's Quality System Regulations, which impose

current Good Manufacturing Practice (cGMP) requirements. For facilities that

accommodate cGMP production, special areas were built, and these facilities

operate in accordance with cGMP requirements.

The consumable products manufactured at QIAGEN GmbH in Germany and

QIAGEN Sciences LLC in Maryland are produced under ISO 9001:2015, ISO

13485:2016, MDSAP. In 2025, we completed the implementation of ISO

50001, a voluntary international standard that aids organizations in managing

their energy usage. Our certifications form part of our ongoing commitment to

provide our customers with high-quality, state-of-the-art sample and

assay technologies under our Total Quality Management system.

Our corporate headquarters are located in Venlo, Netherlands. The below

table summarizes our largest facilities. Other subsidiaries throughout the world

lease smaller amounts of space.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements
Operating Environment
Facility location	Country	Purpose	Owned or leased	Square feet
---	---	---	---	---
Hilden	Germany	Manufacturing, warehousing, distribution, research and development and administration	Owned	986,000
Germantown, Maryland	U.S.	Manufacturing, warehousing, distribution and administration	Owned	285,000
Shenzhen	China	Development, manufacturing, warehousing, distribution and administration	Leased	107,200
Manchester	U.K.	Development and Service Solutions	Leased	96,300
Frederick, Maryland	U.S.	Development, Service Solutions, manufacturing, warehousing and distribution	Leased	76,500
Wrocław	Poland	Business service center	Leased	65,100
Beverly, Massachusetts	U.S.	Enzyme manufacturing	Leased	44,000
Barcelona	Spain	Development, manufacturing, warehousing, distribution and administration	Leased	31,900
Manila	Philippines	Business service center	Leased	29,300
Shanghai	China	Service Solutions and administration	Leased	28,400
Gdańsk	Poland	Enzyme manufacturing, development, warehousing and administration	Leased	23,300
Germantown, Maryland	U.S.	Service Solutions and training center	Leased	13,500
Redwood City, California	U.S.	Bioinformatics	Leased	12,700
Gdynia	Poland	Enzyme manufacturing, development and warehousing	Leased	11,200

Our facilities in Hilden, Germany, and Germantown, Maryland, have the

capacity to expand in the future by an additional 300,000 square feet each.

Our facility in Ann Arbor, Michigan, was closed in 2025, following the

decision to discontinue the NeuMoDx portfolio as discussed in Note 6

"Restructuring."

We believe our existing production and distribution facilities can support

anticipated production needs for the next 36 months. Our production and

manufacturing operations are subject to various federal, state and local laws

and regulations, including environmental regulations. We do not believe we

have any material issues relating to these laws and regulations.

Employees

As a company headquartered in the European Union (EU), we recognize

freedom of association and collective bargaining as fundamental to

maintaining a positive relationship between management and employee

representatives. A significant portion of our workforce is employed in

Organization for Security and Co-operation in Europe (OSCE) member states,

and we comply with all applicable labor laws in every region where we

operate. Management values its relationships with regional labor unions and

employees, and considers them to be positive.

We are committed to respecting and promoting human rights, as outlined in our

Human Rights Policy, available on our website at www.qiagen.com. This

policy is communicated globally via our Company intranet and provided to all

new employees. We foster an open-door workplace culture where employees

can freely raise concerns with management or Human Resources without fear of

retaliation. Our policy explicitly ensures that employees may discuss working

conditions openly without risk of reprisal, intimidation or harassment.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 24
Operating Environment

The following tables provide information on the number of employees by

geographical region and main category of activity as of December 31, 2025,

2024 and 2023:

Employees by region	2025	2024	2023
Americas	1,210	1,252	1,329
Europe, Middle East &<br><br>Africa	3,318	3,352	3,453
Asia Pacific, Japan and<br><br>Rest of World	1,126	1,161	1,185
Total	5,654	5,765	5,967	Employees by function	2025	2024	2023
---	---	---	---
Production	27%	28%	28%
Research & Development	17%	18%	18%
Sales	38%	37%	37%
Marketing	6%	6%	6%
Administration	12%	11%	11%
Total	100%	100%	100%

Depending on local laws and customs, there are different types of employment

ranging from long-term fixed contracts to temporary positions, along with

flexible time and programs for employees returning to work after parental

leave. In 2025, temporary employees with a fixed-term work contract

represented 5.7%.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 25
Risks and Risk Management

Risk management

Our Approach

Our risk management approach is built on four key principles:

(1)Active involvement of the Supervisory Board and senior management

(2)Comprehensive policies and procedures

(3)Robust risk monitoring, management and information systems

(4)Effective internal controls

Governance and oversight

QIAGEN is managed by a Managing Board and an independent Supervisory

Board, both appointed at the Annual General Meeting of Shareholders. The

Managing Board oversees our risk management system, developing and

implementing strategies, controls and mitigation measures to identify and

manage current and emerging risks. These risk management policies are

embedded in our corporate governance framework, code of ethics and

financial reporting controls. Dedicated functional experts continuously evaluate

and address business risks.

Role	Responsibility
Audit Committee<br><br>of the<br><br>Supervisory<br><br>Board	The Audit Committee of the Supervisory Board oversees the effectiveness<br><br>of the Company’s risk management and internal control systems,<br><br>regularly reviews and discusses key risks, the overall risk profile, and<br><br>emerging threats, and evaluates the adequacy of internal controls<br><br>related to financial reporting, compliance, and operational risks to<br><br>ensure robust governance and organizational resilience.
Managing Board	The Managing Board provides strategic oversight and governance to<br><br>ensure that risk management is fully embedded into QIAGEN’s<br><br>long‑term objectives and organizational structures, regularly reviewing<br><br>principal risks, internal controls, and regulatory compliance while<br><br>overseeing the effectiveness of the risk management system (RMS); it<br><br>also ensures accurate and transparent external risk disclosures and<br><br>supports senior management in sustaining a strong, organization‑wide<br><br>risk culture.
Executive<br><br>Committee	The Executive Committee approves and aligns the ERM and RMS<br><br>frameworks with QIAGEN’s strategic objectives, promotes a strong<br><br>risk‑aware culture, conducts quarterly reviews of key risks and<br><br>opportunities, ensures effective governance and resources for risk<br><br>management, and continuously monitors and improves the<br><br>organization’s risk culture.
Enterprise Risk<br><br>Management<br><br>(ERM)	The Enterprise Risk Management function develops, implements, and<br><br>continually enhances the ERM framework and processes while<br><br>coordinating risk management activities across the organization; guides<br><br>and supports Risk Owners in identifying, assessing, and reporting risks;<br><br>prepares and delivers risk reports to the Executive Committee and<br><br>external stakeholders; monitors key risks and opportunities through<br><br>workshops and assessments; and serves as the primary contact for<br><br>external audits and regulatory reporting.
Risk Owners	Risk Owners identify, assess, and report risks and opportunities within<br><br>their responsibility, decide and implement appropriate risk response<br><br>strategies, continuously monitor risk progression and the effectiveness of<br><br>mitigation measures, escalate risks to the ERM team when they cannot<br><br>be adequately mitigated, and maintain the risk register by updating<br><br>entries and providing incident or ad‑hoc reports as necessary.
Employees	Employees are expected to understand and manage the risks relevant to<br><br>their roles, follow all established risk management policies and<br><br>procedures, and actively contribute to a risk‑aware culture through their<br><br>everyday actions and decision‑making.
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Risks and Risk Management

QIAGEN Enterprise Risk Management framework

The risk management framework at QIAGEN is built on the internationally

recognized standard ISO 31000, integrating risk management into every

aspect of the organization’s purpose, governance, strategy and operations. The

ERM policy establishes a structured approach for identifying, assessing, and

responding to key risks and opportunities that could impact the ability of

QIAGEN to achieve its objectives. This framework defines clear roles and

responsibilities—spanning the Managing Board, Executive Committee, ERM

function, Risk Owners, and the Audit Committee of the Supervisory Board—and

sets out principles for risk appetite, tolerance thresholds, and risk profile

monitoring. The ERM cycle is continuous and iterative, aligning risk

management activities with strategic planning, financial cycles and operational

decision-making. Key risks are reviewed at least quarterly, with ad-hoc

assessments triggered by significant internal or external events, ensuring that

risk management remains dynamic and responsive to change. The policy

governing the risk management system (RMS) further details how risk is

managed through the Three Lines Model, which delineates accountability

across operational management, risk oversight and internal audit. The RMS

provides a comprehensive process for risk identification, analysis, evaluation,

response and monitoring, supported by tools such as the Risk Universe and Risk

prioritization based on likelihood, impact and alignment with QIAGEN’s risk

appetite. The framework emphasizes a robust risk culture, transparency, and

collaboration, ensuring that risk management is a shared responsibility and

embedded in daily business activities. Regular reviews and continuous

improvement of the ERM and RMS frameworks ensure that QIAGEN remains

resilient, compliant, and well-positioned to capitalize on opportunities while

mitigating threats.

Risk classification and assessment

We categorize risks into five main types:

•Strategic risk – refers to the potential for losses due to a failed business

strategy, planning or decision-making. It is associated with the overall future

business plans and strategy of a company, including mergers and

acquisitions, management of external network/partnerships or changes in

management.

•Operational risk – is defined as the risk of loss resulting from inadequate

or defective systems and internal processes, from human or technical failure

and from damage to physical assets.

•Compliance risk – refers to the potential for legal penalties, financial

forfeiture, and damage to reputation that a company could face as a result

of failing to comply with laws, regulations, industry standards or codes of

conduct applicable to its business activities.

•Financial risk – refers to the possibility of a company experiencing

financial losses due to changes on the financial market or wrong/insufficient

financial structure management.

•External risk – refers to the potential threats or uncertainties that originate

outside of a company's control and can negatively impact its operations,

performance, or profitability. These risks arise from the organization's

interactions with the natural environment, society and regulatory frameworks,

and they can affect the long-term sustainability of the business.

All risks are assessed based on their likelihood and potential impact on our

ability to achieve business objectives. The goal is to identify risks that could

materially threaten our success and to implement timely mitigation actions.

Internal controls and compliance

Our corporate governance framework defines the roles of the Managing Board,

Supervisory Board and Audit Committee, as detailed under Corporate

Governance. We maintain internal controls to ensure the integrity of financial

reporting, further described in Controls and Procedures.

Additionally, our Compliance Committee, composed of senior executives from

multiple functions, oversees compliance with legal and regulatory requirements

and ensures adherence to corporate policies, including our Code of Conduct

and Ethics as described in the Corporate Governance section of this annual

report.

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Risk appetite

Risk appetite is the amount and category of risk that QIAGEN is willing to

pursue or retain in the pursuit of its objectives. The risk appetite is documented

in a formal statement owned by the Executive Committee, while the Managing

Board provides oversight and approval to ensure alignment with the

Company's strategic direction. This statement serves as a guiding principle for

senior management in daily decision‑making.

It defines clear parameters for acceptable and unacceptable risks, ensuring

consistent and aligned decisions across the organization, and is reviewed and

updated annually to remain aligned with strategic priorities.

QIAGEN maintains a balanced risk appetite, seeking to pursue strategic

growth opportunities while maintaining robust controls to ensure that risks are

managed within defined tolerances and do not compromise our long-term

objectives, regulatory compliance or stakeholder trust.

Risk factors

Our business faces significant risks that also threaten the entire industry. Our

business, financial condition or results of operations could be materially and

adversely affected if any of these risks occurs. In addition, risks and

uncertainties that are currently unknown to QIAGEN or are considered

immaterial might affect its business, operations and financial condition. This

report also contains forward-looking statements that involve risks and

uncertainties. Our actual results could differ materially and adversely from those

anticipated in these forward-looking statements as a result of certain factors

including the risks described below and elsewhere in this annual report. The

risks described below are grouped into main categories, with the risks within

each category listed the significant risks. The risks mentioned reflect our risk

assessment but do not imply that the Company has no other risks and cannot

have a material adverse impact on our results of operations, liquidity, or capital

resources.

Summary of risk factors

QIAGEN operates in a complex and evolving global environment that presents

a broad range of strategic, operational, financial, compliance and external

risks which could, individually or collectively, affect the achievement of its

strategic objectives, financial condition or long‑term sustainability. We maintain

a structured enterprise risk management framework designed to identify, assess,

and manage these risks; however, no assurance can be given that all risks can

be fully anticipated or mitigated.

Strategic risks arise from the need to continuously align our strategy with

rapidly changing market conditions, technological developments and

stakeholder expectations. This includes the effective integration of

environmental, social and governance considerations into decision‑making, the

successful development and commercialization of innovative products and the

ability to respond to competitive pressures and disruptive technologies. Our

broad presence in global markets and the execution and integration of

acquisitions may expose us to additional economic, political and regulatory

uncertainties, potentially affecting anticipated benefits and growth trajectories.

Operational risks relate to the complexity of the Company’s global operations

and reliance on people, systems, suppliers, and partners. The loss of key

personnel, disruptions to manufacturing or supply chains, or insufficient

resilience could adversely impact operational performance. Increased reliance

on digital platforms, data, and advanced technologies, including artificial

intelligence, may introduce ethical, security and governance challenges. Cyber

security incidents, system outages or failures to adequately protect sensitive

information could result in operational disruption, regulatory scrutiny or

reputational harm.

Compliance risks stem from operating in a highly regulated environment across

multiple jurisdictions. We are subject to evolving legal and regulatory

requirements related to product approvals, quality standards, data protection,

anti‑bribery and anti‑corruption laws, intellectual property, environmental

regulations and supply‑chain due‑diligence obligations. Failure to comply with

these requirements, or delays in adapting to regulatory changes, could result in

fines, litigation, restrictions on market access, or damage to our reputation.

Financial risks include exposure to changes in tax laws and interpretations,

global minimum tax regimes, foreign exchange fluctuations and the potential

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impairment of goodwill and intangible assets. Our capital structure and debt

obligations may limit financial flexibility, while future capital requirements may

depend on market conditions and access to funding on acceptable terms.

Variability in customer purchasing patterns and reimbursement environments

may also affect forecasting accuracy and financial performance.

External risks arise from factors largely beyond the Company’s control,

including global economic uncertainty, inflationary pressures, interest rate

movements, geopolitical conflicts, trade restrictions and changes in public

funding or reimbursement policies. These factors may influence customer

demand, supply‑chain stability, cost structures and market access. In addition,

evolving stakeholder expectations related to sustainability and corporate

responsibility may affect competitiveness, reputation and long‑term value

creation.

While we actively monitor and manage these risks within our defined risk

appetite, the realization of any of these uncertainties could materially and

adversely affect our business, financial condition, results of operations or

strategic objectives.

Strategic risks

Our presence in potential high-growth markets exposes us to economic, political

and regulatory risks.

In markets emerging across the Middle East and Asia, we may face heightened

risks compared to regions where we have an established presence. These risks

include:

•Economic volatility, particularly in markets reliant on a limited range of

industries;

•Weak legal systems, which may hinder contract enforcement and intellectual

property protection;

•Government instability, policy changes and privatization efforts that could

impact operations;

•Foreign exchange controls that may restrict the movement of funds; and

•Abrupt changes in customs and tax regulations, affecting product movement

and financial performance.

Additionally, conducting business across multiple jurisdictions—such as moving

products between countries or providing services from subsidiaries abroad—

increases exposure to regulatory shifts and compliance challenges. These

factors could negatively impact our operations and financial results.

Emerging competitors and rapid technological advances in diagnostics, combined

with regulatory hurdles, threaten the market position, profitability and growth

prospects of our diagnostic and syndromic testing products.

The competitive landscape for our diagnostic portfolio, including

QuantiFERON, QIAcuity and QIAstat-Dx, is evolving rapidly. Competitors may

introduce new technologies, expand strategic partnerships or obtain regulatory

approvals earlier than anticipated, which could adversely impact adoption of

our products, limit market share expansion or render certain offerings less

competitive. For example, announcements by major industry participants

regarding advancements in latent tuberculosis testing, as well as new point of

care syndromic testing platforms introduced in key markets, illustrate the pace

at which competitive dynamics can shift. These developments highlight that the

absence of clear current regulatory or clinical progress from competitors does

not eliminate the risk of future market disruptions.

Additionally, new instruments and assay systems brought to market by

competitors may target both established and emerging market segments,

potentially outpacing the capabilities of our current technologies. Competitor

expansion into the U.S., Europe, Japan and other regions—coupled with

evolving trade policies, including U.S. tariffs—may create pricing pressures,

influence customer purchasing behavior or challenge our ability to match

product breadth and performance.

Regulatory requirements further contribute to this risk. The need to secure timely

approvals for new assays or platform enhancements may delay our product

launches, limit our ability to respond to market shifts, or hinder execution of our

growth strategies. If we do not meet development timelines or effectively

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navigate regulatory pathways, we may be unable to achieve anticipated

revenue targets or capitalize on market opportunities.

If we fail to keep pace with technological innovation, respond to competitive

pressures or obtain required regulatory clearances in a timely manner, our

market position could weaken, our profitability could be adversely impacted

and our ability to achieve planned growth—particularly in high growth

diagnostic segments—could be materially and negatively affected.

Challenges in managing growth and acquisition integration may limit expected

benefits and adversely impact our performance.

We have grown significantly in recent years, with total net sales increasing

from $1.87 billion in 2020 to $2.09 billion in 2025. This growth has been

driven by both organic expansion and strategic acquisitions, including the

2025 acquisitions of Parse Biosciences, Inc. and Genoox. We might continue

acquiring businesses that align with our Sample to Insight strategy in molecular

research and clinical testing. However, successful integration of acquisitions

requires significant resources, coordination and expense.

Our ability to manage ongoing growth and execute on expansion initiatives is

subject to risks, and the outcomes may not achieve the anticipated benefits or

align with evolving operational, financial or strategic expectations. As we

continue to broaden our activities and pursue opportunities to strengthen our

portfolio—including through the acquisition of complementary businesses—we

may be required to adapt our internal processes, systems and organizational

structures to support a larger and more complex operating model. These efforts

may place increasing demands on management attention and require

significant capital and human resources.

The successful integration of acquired businesses, technologies and personnel

remains inherently uncertain. Expansion activities may expose us to challenges

related to aligning operations, maintaining consistent standards, integrating

systems and processes, and retaining key talent. Acquisitions can also introduce

additional regulatory, commercial and financial considerations, including

potential liabilities, shifting market dynamics or delays in realizing intended

synergies. Performance may also depend on external parties, such as suppliers,

partners or acquired teams, whose activities we do not fully control.

As we grow, we may need to expand or enhance our operational and financial

control frameworks to ensure continued reliability, consistency and compliance

across a broader footprint. In some cases, implementation of new systems or

scaling of existing capabilities may temporarily disrupt operations or increase

costs. Divergent stakeholder expectations regarding the pace and direction of

expansion may also lead to reputational risks if outcomes are perceived as

insufficient or misaligned.

Failure to effectively manage growth or integrate acquisitions could result in

operational inefficiencies, delays in execution, increased expenses, or

challenges in maintaining expected performance levels. In certain

circumstances, these developments may also affect our financial condition,

reputation or ability to achieve long‑term strategic objectives.

We rely on collaborative commercial relationships to develop and/or market

some of our products.

We rely on a variety of external partners to develop, commercialize, and

distribute certain products. These collaborations—whether with academic

institutions, pharmaceutical and biotechnology companies, or regional

commercial partners—support key parts of our portfolio but also introduce

uncertainty. Outcomes depend on the priorities, performance and long‑term

commitment of these partners, and in some cases on clinical, regulatory or

market factors outside our direct control.

Companion diagnostic programs, joint development efforts and

distributor‑based marketing arrangements may be affected by shifting partner

strategies, misalignment of objectives, limited visibility into local markets, or

competing activities. Our ability to expand or maintain market access in certain

regions similarly depends on the effectiveness and reliability of external parties.

In general, the success of these collaborative relationships influences

development timelines, market penetration and commercial performance, and

any disruption or change in partner engagement could affect our business.

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Our ability to sustain growth relies on the timely development, introduction and

market acceptance of innovative products.

The molecular research and testing markets are characterized by rapid

technological advancements and frequent new product introductions. To remain

competitive, we must continuously develop products that keep pace with

evolving customer needs, regulatory expectations and scientific trends. Delays

in product development, regulatory approvals or market adoption—such as

delays in clinical evidence generation, changing regulatory requirements or

extended development cycles—could result in loss of market share that may be

difficult to recover.

Several factors influence market acceptance of new products, including:

•availability, quality and pricing relative to competing offerings;

•timing of launch versus alternative technologies;

•perceived utility, performance data and supporting research;

•regulatory approvals, compliance status and evolving standards; and

•shifts in industry needs across Life Sciences, applied markets and molecular

diagnostics.

We are making significant investments in intellectual property, software and

manufacturing capacity to support new automation platforms such as

QIAstat‑Dx and QIAcuity. These platforms follow a razor-razorblade model in

which the value of the instruments depends heavily on the timely expansion of

assay menus, availability of new test panels and the ability to scale production.

Delays in menu expansion, challenges in lifecycle management or production

capacity constraints may slow platform adoption and reduce expected

consumables demand.

Advancements in artificial intelligence—including AI‑driven bioinformatics,

automated interpretation tools and competitive AI‑curated data platforms—may

accelerate innovation cycles and shift customer expectations. If we are unable

to integrate or adapt to such emerging technologies, or if competitors adopt

them more effectively, our competitive position and long‑term growth prospects

could be adversely affected.

Slower‑than‑expected customer uptake of new systems may negatively impact

instrument and consumables sales, compress margins, and weaken our market

position. Higher fixed development and manufacturing costs may exert pressure

on gross margins and operating income until sufficient market traction is

achieved. In addition, production constraints, yield variability or delays in

scaling manufacturing capacity could limit availability of new products and

impair commercial performance.

If we fail to keep pace with innovation, address market demands, expand

product menus, or successfully scale production, our business, financial

condition and growth prospects could be materially impacted.

Insufficient ESG integration combined with environmental and circular‑economy

compliance shortcomings may adversely affect our operations and reputation.

Our efforts relating to environmental, social and governance (ESG) matters are

subject to risks, and the outcomes may not achieve the anticipated benefits or

align with evolving regulations and stakeholders’ expectations.

Sustainability‑related standards, disclosure requirements and evaluation criteria

continue to shift rapidly across jurisdictions, and we may be required to adjust

our practices, reporting processes and internal governance mechanisms in

response to emerging rules or divergent stakeholder views. As expectations

develop, including those connected to environmental performance, resource

efficiency and circular‑economy principles, we may need to expand our

reporting capabilities or adopt new operational approaches, which could

require significant management focus and the allocation of additional

resources.

Performance against our sustainability metrics may also depend on third

parties, such as suppliers or external service providers, whose practices we do

not fully control. This reliance increases the risk that inconsistencies in external

data, varying levels of maturity across supply chains, or limitations in oversight

could affect perceived or actual ESG performance and influence stakeholder

confidence. In certain instances, reporting obligations may require disclosures

that could negatively affect external perceptions of our activities or expose us to

scrutiny.

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Risks and Risk Management

In addition, our operations—and those of our partners—are subject to an

evolving set of environmental, health and safety laws. Failure to comply with

these requirements, or delays in adapting to new regulations, could result in

fines, penalties, or other enforcement actions. We may also face environmental

liabilities inherent to our activities or those of our manufacturing partners,

including obligations related to remediation or the handling of regulated

materials. As these regulatory frameworks become more stringent, we may be

required to incur substantial expenses to meet compliance expectations, which

could disrupt operations or affect our financial performance.

Taken together, increasing regulatory complexity, shifting stakeholder

expectations and potential environmental compliance obligations may heighten

our exposure to operational, financial and reputational risks.

Operational risks

The unplanned departure of critical personnel could disrupt business continuity,

delay projects and change recruitment plans.

Our ability to operate effectively depends on the retention of key personnel who

possess strategic, operational, technical or regulatory expertise that is essential

to our success. These individuals include senior leadership, functional heads

and subject matter experts across the Company. The loss of any of these

employees could disrupt business sustainability, delay decision-making

processes, or impede the execution of core initiatives. If we are unable to retain

or adequately replace such personnel, we may experience the loss of

intellectual capital, institutional knowledge and strategic relationships that are

critical to ongoing projects and regulatory or market commitments.

The departure of key personnel could delay regulatory filings, product

development activities or market expansion efforts, and may reduce credibility

with customers, partners, or regulators. Reliance on interim leadership, external

consultants or accelerated recruitment efforts could increase operating costs and

introduce operational inefficiencies. If successors do not possess requisite skills,

experience or influence, our ability to execute our strategic priorities could be

impaired. Any of these developments could materially and adversely affect our

business, financial condition and results of operations.

In November 2025, we announced that Thierry Bernard will step down as

Chief Executive Officer and Managing Director once a successor is appointed.

Following the announcement of Mr. Bernard's departure and prior to the

appointment of a successor, uncertainty regarding future leadership may create

distraction, affect employee morale and retention, delay decision-making, and

disrupt execution. We may experience adverse effects on our business if we are

unable to identify a suitable successor. Even after a successor is appointed, the

transition of leadership responsibilities and the successor’s integration into our

business, operations, and stakeholder relationships may result in disruption,

reduced effectiveness, or delays in the execution of our strategic and

operational priorities.

Inadequate sustainable operations and resilience planning may expose us to

prolonged outages, data loss, and regulatory penalties.

If elements of this framework are not fully aligned, consistently implemented or

periodically updated across the organization, resilience efforts may vary

between locations or functions. In such circumstances, assessments of critical

processes and dependencies may not always reflect evolving operational

needs, and recovery priorities may not be optimized for all potential scenarios.

Testing, review, and validation activities contribute to strengthening

preparedness. However, if these activities do not occur with sufficient

frequency, scope or coordination—or if evolving business priorities limit

participation—certain aspects of our resilience, posture may not be fully

evaluated under real-world conditions.

Should gaps in governance, assurance or coverage arise, disruptive events

such as supply chain interruptions, facility outages, system incidents or broader

crises could challenge our ability to maintain normal operations. We may

experience delays in certain activities, temporary interruptions to business

processes, or increased operational complexity. These circumstances could

affect our ability to meet some external commitments, result in higher operating

costs, or lead to reputational impacts with customers, partners or other

stakeholders. Given the global nature of our operations and exposure to

macroeconomic, geopolitical and operational uncertainties, such developments

could adversely affect our business, financial condition, or results of operations.

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Increasing customer demands for cost reductions and purchasing efficiencies may

restrict our pricing flexibility and affect our business.

Many customers are consolidating suppliers and negotiating bulk purchasing

agreements to lower costs, often through large distributors that secure

discounted pricing and direct purchasing control. To maintain access to these

customers, we may be required to offer lower prices to distributors, reducing

our margins.

Additionally, large customers, including the U.S. federal government, may seek

special pricing arrangements, such as blanket purchase agreements, further

limiting pricing flexibility.

For some customers, we have facilitated sales through distributors and value-

added partners at their request. If sales through intermediaries increase, our

gross profit and overall financial performance could be adversely impacted.

Expanding supply‑chain due‑diligence and reporting obligations, combined with

potential shortages, cost increases and logistics disruptions, may materially impact

our business performance.

Our business relies on a global supply chain that is increasingly affected by

evolving regulatory, operational and market‑driven risks, and outcomes may

not achieve the anticipated benefits or align with emerging expectations.

Expanding due‑diligence and transparency requirements—such as the German

Supply Chain Act, U.S. conflict‑minerals reporting rules, and proposed EU‑wide

frameworks like the Corporate Sustainability Due Diligence Directive—are

reshaping obligations across jurisdictions and may require enhanced supplier

oversight, deeper visibility into upstream tiers, and more comprehensive

documentation. Meeting these expectations may increase administrative effort,

necessitate updates to contractual terms, or require additional investment in

reporting capabilities.

At the same time, our operations depend on the availability, quality and

continuity of materials, components and logistics services sourced from a

diverse supplier base, including certain limited‑ or single‑source providers for

key raw materials such as specialized plastics, biological components and

chemicals. Vulnerabilities in supplier resilience—particularly among second‑

and third‑tier upstream partners or suppliers operating in high‑risk or

capacity‑constrained regions—may heighten the likelihood of disruptions,

requalification needs or accelerated alternative sourcing efforts. Insufficient

contractual governance, including agreements that do not fully mandate

continuity assurances, regulatory compliance or protection of intellectual

property, may further constrain our ability to enforce standards or ensure

supply‑chain reliability.

Broader macroeconomic and geopolitical factors—including inflationary

pressures, trade restrictions, regional instability or global logistics constraints—

may contribute to fluctuating costs, extended lead times or reduced supplier

reliability. Variability in supplier maturity, documentation practices or

compliance readiness may also create challenges in meeting regulatory or

customer expectations. Failure by us or our suppliers to comply with emerging

supply‑chain regulations or due‑diligence standards could result in enforcement

actions, limitations on market access, increased operational costs or

reputational impacts.

If we are unable to effectively navigate these regulatory developments or

mitigate supplier‑related, logistical or resource‑driven pressures, our operations,

commercial performance and stakeholder relationships could be adversely

affected. Collectively, these factors may influence our ability to maintain

continuity across the value chain and meet broader strategic objectives.

We rely on up-to-date systems and strong processes to meet evolving cyber laws,

strong cyber security governance and standards, if our cyber security governance,

data‑security practices or critical systems fail to keep pace with evolving

requirements, we may face unauthorized access, operational disruptions, fines

and reputational harm.

We rely on an interconnected digital environment—including internal systems,

cloud platforms, third‑party and vendor‑hosted services, and AI‑enabled tools—

to support operations and safeguard sensitive information. As the threat

landscape grows in sophistication and ecosystems become more complex, we

may face risks related to unauthorized access, loss or alteration of data,

disruption of critical services, or inconsistent application of security and privacy

practices across environments we manage and those managed by others. The

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pace of technology change—combined with legacy constraints, supplier

dependencies, and limited transparency into how external or AI‑driven

components are configured, trained, or controlled—may at times exceed the

maturity of our governance processes and make it challenging to uniformly

monitor or validate performance, data provenance, and protective controls.

In parallel, privacy, cyber security and digital‑compliance expectations

continue to evolve across jurisdictions and sectors. Meeting these requirements

may require additional documentation, testing, model/algorithm validation,

and reporting, as well as periodic updates to systems and processes. Delays or

gaps in adapting to new or emerging standards, or weaknesses in control

design or execution, could increase the likelihood of incidents or

non‑compliance. If such events occur—whether due to external attack (including

increasingly sophisticated or state‑sponsored actors), third‑party or

supply‑chain issues, inadvertent human actions, or technical failures—we could

experience service interruptions, constraints on data access or transfer,

increased remediation and investigative effort, or scrutiny from customers,

partners and regulators. In certain circumstances, these developments may

result in financial or operational consequences, contractual exposure,

enforcement actions or reputational impacts.

While we continue to invest in security capabilities, awareness, and oversight,

residual risk remains. Collectively, these factors could adversely affect our

operations, compliance posture, financial condition, stakeholder confidence, or

ability to meet broader strategic objectives.

We depend on artificial intelligence (AI) systems to support key business activities;

therefore, we may be affected by ethical, security, and operational failures that

expose us to new risks.

We increasingly rely on AI–enabled systems across our operations, digital

platforms and decision‑support processes, which may expose us to a range of

ethical, regulatory, security and operational risks. As AI technologies continue

to evolve rapidly, their capabilities, limitations and long‑term implications

remain only partially understood. The development, deployment and use of AI

may therefore introduce uncertainties that could affect the reliability of our

processes, the quality of our outputs, or the effectiveness of business activities

that depend on these tools.

Because AI capabilities are embedded to varying degrees within internally

developed systems as well as cloud‑based or vendor‑hosted solutions, we may

be exposed to risks arising from limited transparency into how underlying

models are trained, the types of data used, or the safeguards implemented by

third‑party providers. Flawed, biased or incomplete model outputs—or

premature reliance on insufficiently validated AI functionality—could influence

decision‑making, impede product development activities, delay new offerings

or otherwise affect operational performance. These challenges may also create

reputational or competitive harm if stakeholders perceive our use of AI as

unreliable, inappropriate or inconsistent with emerging sector expectations.

AI adoption may amplify existing cyber security and data protection risks. As

systems process larger data volumes, integrate cloud services or automate

complex workflows, vulnerabilities may arise that increase exposure to

unauthorized access, misuse of confidential information or inadvertent

disclosure of sensitive or personal data. Weaknesses in AI‑enhanced tools—

whether due to configuration errors, model failures or malicious exploitation—

may result in operational disruption, financial loss, regulatory scrutiny or legal

liability.

The regulatory landscape for AI is still developing, and new or forthcoming

requirements may impose additional obligations related to data provenance,

transparency, accountability, intellectual property, accuracy, safety or human

oversight. Compliance with rapidly evolving standards may require additional

documentation, validation, testing or governance controls, and could increase

operational complexity or limit how we deploy certain AI‑based capabilities.

Failure to meet these expectations may lead to legal penalties, heightened

supervisory attention or reputational harm.

In addition, divergent stakeholder views on responsible AI use may increase

scrutiny of how AI‑supported processes are designed, monitored and governed.

Demonstrating appropriate oversight, ensuring explainability of outputs, or

addressing bias‑related concerns may be challenging, particularly where AI

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components are embedded deep within broader systems. The novelty of AI

technologies may also expose us to risks that are not yet foreseeable, including

those related to competitive dynamics, intellectual property protection, ethical

considerations or unanticipated regulatory developments.

If we are unable to effectively manage these risks—such as ensuring adequate

model performance, maintaining robust governance and security controls,

adapting to evolving legal frameworks or meeting stakeholder expectations—

our operational resilience, compliance posture, financial performance or

reputation may be adversely affected.

Compliance risks

Evolving global data‑protection and privacy requirements may expose us to legal,

operational, and reputational risks if we are unable to consistently meet stringent

obligations across our clinical, commercial, marketing, and genetic‑data activities.

QIAGEN is exposed to an increasingly complex landscape of global

data‑protection and privacy requirements that govern how personal, customer,

clinical‑study and genetic information is collected, processed, stored and used

across our operations. These regulatory frameworks—including the General

Data Protection Regulation (GDPR), China’s Health and Medical Research

Ethics Committee (HGRAC) guidelines for clinical‑study data, regional privacy

laws in EMEA and APEC, and evolving standards governing sensitive

genetic‑data environments—continue to expand in scope and enforcement

intensity. As our activities involve handling significant volumes of personal and,

in some cases, highly sensitive information across diverse functions, any

shortcomings in our data‑governance practices could expose us to legal,

operational, and reputational risks.

Data‑privacy exposure arises in multiple parts of our business. Within

clinical‑research settings, our data‑management processes must conform to

stringent obligations for handling personally identifiable information from study

participants, and non‑compliance with these rules—including those under GDPR

and HGRAC—could lead to sanctions, delays, or limits on the conduct of

studies. In our commercial operations in EMEA the U.S. and APEC, the

collection, storage, and use of customer data remain subject to strict regulatory

requirements, and risks may arise if security measures or employee training do

not uniformly meet the standards required to prevent unauthorized access or

inadvertent disclosure. Our marketing activities introduce further exposure when

external data sets or purchased contact lists are used to expand our customer

base; ensuring that these data sources are compliant with the GDPR, CCPA or

other regional laws requires verification processes that, if not rigorously

executed, could result in unlawful processing, regulatory action or invalidation

of campaign efforts.

Certain business processes carry heightened privacy considerations. In our

Human Identification Devices (HID) business, the GEDmatch platform processes

raw genetic data, creating additional legal exposure if platform practices, user

expectations, consent structures or data‑sharing rights diverge from evolving

privacy requirements.

If despite our controls we fail to comply with applicable data‑protection laws or

are perceived to have mishandled personal, customer, clinical‑study or genetic

information, we could face class action law suits, substantial fines, mandatory

corrective actions, investigations, restrictions on data use and obligations to

modify or suspend certain activities. In addition, any breach of trust—including

through data‑privacy incidents, regulatory findings, litigation, or gaps

discovered during audits—could harm our reputation, weaken customer

relationships, reduce participation in genetic or clinical initiatives, and limit the

effectiveness of our commercial programs.

Although we have implemented controls such as data‑management standard

operating procedures, privacy‑governance frameworks, consent‑verification

mechanisms, system filters that prevent non‑compliant marketing outreach,

GDPR‑aligned event‑data processes, platform‑specific safeguards for genetic

information, and structured incident‑response procedures, we might be exposed

to potential risks. The fragmented nature of global regulations, ongoing

changes in enforcement practices, and the heightened sensitivity of certain data

sets mean that we may continue to face exposure that could adversely affect

our operations, financial position, or stakeholder confidence.

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Risks and Risk Management

We may be subject to costly patent litigation, intellectual property disputes or

licensing requirements that could impact our operations and financial

performance.

The biotechnology and Life Sciences industries are highly litigious regarding

patents and intellectual property rights, particularly as competitors develop

technologies based on common platforms. We are aware that third parties hold

patents related to sample and assay technologies, some of which are closely

related to those we use.

From time to time, we receive inquiries regarding potential patent infringement.

While we actively monitor developments and believe our technologies do not

infringe third-party rights, there is no guarantee that we will not face legal

challenges. If a dispute arises, we may be required to:

•Modify or discontinue certain products or processes

•Obtain costly licenses, which may not be available on favorable terms or at

all

•Engage in lengthy and expensive litigation to defend against infringement

claims or enforce our own patents

Additionally, proceedings before regulatory bodies such as the U.S. Patent and

Trademark Office or the International Trade Commission may be necessary to

determine the validity or scope of patents. Unfavorable rulings or settlement

obligations could negatively impact our business, financial condition and

competitive position.

Intellectual property litigation can be costly and time-consuming, diverting

management resources and potentially leading to significant financial liabilities.

Any adverse outcomes could materially affect our results of operations and

market position.

Unethical behavior and non-compliance with laws by our sales representatives,

consultants, commercial partners, distributors or employees could seriously harm

our business.

Our operations include doing business in countries with a history of corruption

and involve transactions with foreign governments. These factors may increase

the risks associated with our international activities. We are subject to the U.S.

Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act and other laws that

prohibit improper payments or offers of payments to foreign governments and

their officials and political parties by business entities for the purpose of

obtaining or retaining business. We have operations, agreements with third

parties and sales in countries known to experience corruption. Further

international expansion may involve increased exposure to these types of

practices. Our activities in these countries and others create risks of

unauthorized payments or offers of payments, non-compliance with laws or

other unethical behavior by any of our employees, consultants, sales agents or

distributors, that could be in violation of various laws, including the FCPA, even

though these parties are not always subject to our control.

Our policy is to implement safeguards to discourage these or other unethical

practices by our employees and distributors, including online and in-person

employee trainings, periodic internal audits and standard reviews of our

distributors. However, our existing safeguards and any future improvements

may not prove to be effective, and our employees, consultants, sales agents or

distributors may engage in conduct for which we might be held responsible.

Violations of the FCPA and other laws may result in criminal or civil sanctions,

which could be severe, and we may be subject to other liabilities, which could

negatively affect our business, results of operations and financial condition.

We depend on patents and proprietary rights that may fail to protect our business.

Our success depends to a large extent on our ability to develop proprietary

products and technologies and to establish and protect our patent and

trademark rights in these products and technologies. As of December 31,

2025, we owned 280 issued patents in the United States, 214 issued patents

in Germany and 1,569 issued patents in other major industrialized countries. In

addition, as of December 31, 2025, we had 353 pending patent applications,

and we intend to file applications for additional patents as our products and

technologies are developed.

The patent positions of technology-based companies involve complex and

uncertain legal and factual questions, with laws on patent coverage and

enforceability subject to change. U.S. patent applications remain secret until

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 36
Risks and Risk Management

issued, and scientific or patent literature publications lag behind discoveries.

Thus, there is no guarantee that patents will be granted from our applications

or, if granted, that they will be broad enough to protect our technology. Issued

patents may be challenged, invalidated or circumvented, potentially diminishing

our competitive advantage and revenue as patents expire and competitors

develop similar products.

Some products use third-party licensed patents and technologies, which provide

competitive advantages but impose commercialization and sublicensing

obligations. Non-compliance could convert exclusive licenses to non-exclusive

or terminate them, leading to a loss of competitive edge and revenue.

We also protect trade secrets and proprietary know-how through confidentiality

agreements with employees and consultants. However, these agreements may

not offer meaningful protection or adequate remedies for unauthorized use or

disclosure, and trade secrets could become known or independently developed

by competitors.

Collaborations with academic researchers and institutions may result in third

parties acquiring rights to inventions developed during these partnerships.

Obtaining regulatory approval and complying with evolving regulations is costly

and time-consuming, potentially affecting our ability to commercialize products

and generate sales.

Operating in a highly regulated global environment exposes us to ongoing

uncertainty around approvals and compliance. Regulatory expectations

continue to shift across major markets, requiring continuous investment in

product development, documentation, quality systems, and monitoring.

Changes in regulations or interpretations may:

•Slow or block product approvals or modifications

•Increase compliance and operational costs

•Limit or interrupt the sale of certain products

Many of our key offerings fall under strict medical‑device and related

regulatory frameworks. Failure to meet evolving requirements—whether in

quality systems, labeling, documentation, or post‑market obligations—could

result in penalties, restrictions, or operational disruptions.

Additionally, products currently sold for research‑use‑only may become subject

to new regulatory expectations, requiring additional steps before they can

continue to be marketed.

Overall, regulatory evolution remains a material factor that can affect timelines,

costs, and market access across our portfolio.

Our business exposes us to potential product liability.

Our product marketing and sales involve inherent product‑liability risks.

Although we currently face no significant claims, future claims may arise,

particularly if product defects, quality issues or failures in our manufacturing

and control processes result in non‑conforming products or performance

concerns. Misuse or perceived misuse of our products—including in sensitive

forensic and human‑identification settings—could also lead to litigation or

reputational harm.

We must comply with laws governing product safety and the handling of

hazardous substances. Accidental contamination, chemical exposure or

injury‑related incidents could result in liability, regulatory action or financial

impact.

Financial risks

Changes in tax laws, regulatory interpretations or reductions in government tax

incentives could increase our effective tax rate, impact our financial flexibility, and

adversely affect our results of operations.

Our effective tax rate benefits from partially tax-exempt income through

intercompany operating and financing structures as well as regional tax rate

variations across our global operations. The statutory corporate tax rate in the

Netherlands is 25.8%, but income or losses in other jurisdictions may be taxed

at higher or lower rates.

Recent global tax reforms, including the OECD’s Pillar Two framework,

introduce a 15% global minimum tax that could significantly impact

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 37
Risks and Risk Management

multinational businesses, including QIAGEN. The Netherlands has formally

enacted Pillar Two legislation, with certain provisions effective January 1,

2024, and others effective as of January 1, 2025. However, ongoing

discussions among the OECD and participating countries continue to shape its

implementation, creating uncertainty regarding administrative rules and

compliance requirements.

In addition to OECD-driven changes, shifts in U.S. tax policy due to political

uncertainty could lead to corporate tax rate adjustments, changes in transfer

pricing regulations and limitations on deductions for interest and foreign-related

expenses. These changes could increase our tax burden, affect our cash tax

payments and limit our ability to repurchase common shares without incurring

adverse tax consequences.

Furthermore, tax authorities or regulatory bodies, such as the European

Commission, may challenge our tax positions, transfer pricing arrangements or

tax credit eligibility, potentially resulting in additional tax liabilities. These

developments could materially impact our financial results, cash flow and ability

to accurately forecast tax-related expenses.

Our debt obligations may impact our financial condition and flexibility.

We carry significant debt with service obligations and restrictive covenants that

may limit our financial flexibility. High indebtedness increases the risk of

default, restricts our ability to borrow additional funds and could impact our

ability to generate sufficient cash flow to meet interest payments and debt

covenants. If we are unable to secure working capital, new financing or equity

funding, we may need to delay or reduce research and development

investments.

Our debt levels could:

•Limit our ability to make required debt payments

•Restrict access to financing for operations, capital expenditures or debt

service

•Reduce flexibility in responding to industry changes

•Increase vulnerability to economic downturns

Managing our debt effectively is critical to maintaining financial stability and

business continuity.

Our business may require substantial additional capital, which may not be

available on acceptable terms, or at all.

Future capital needs will depend on factors such as:

•Marketing, sales and customer support expenses

•Research and development investments

•Facility expansion

•Acquisitions of technologies, products or businesses

•Product demand and operational costs

•Debt repayment or refinancing

•Hedging activities and tax obligations

We expect to meet short-term capital needs through cash flow from operations

and cash on hand. As of December 31, 2025, we had $1.7 billion in long-

term debt and may choose to refinance these obligations.

If our existing resources become insufficient, we may need to raise funds

through public or private debt or equity financing. However, funding may not

be available on favorable terms, potentially requiring us to reduce or delay

research and development, production, marketing, capital expenditures or

acquisitions, negatively impacting our business. Additionally, issuing equity or

convertible securities could result in shareholder dilution.

Our strategic equity investments may result in losses.

We make strategic investments in businesses as opportunities arise, but these

investments may result in losses. We periodically evaluate their carrying value

based on factors such as recent stock transactions, financial statements and

market conditions. However, valuation fluctuations—driven by factors beyond

our control—may impact our financial results.

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Risks and Risk Management

Assessing the fair value of non-marketable Life Science investments is inherently

subjective, and if actual outcomes differ from assumptions, we may be required

to write down investments, leading to potential charges against earnings. There

is no guarantee that these investments will yield long-term benefits.

Our ability to accurately forecast quarterly results is impacted by the timing of

customer purchases, which are often concentrated in the final weeks or days of a

quarter.

Many customers delay purchase decisions until late in the quarter as they assess

budget availability and business needs. Additionally, revenue timing from

companion diagnostic partnerships can be unpredictable, further complicating

forecasts.

While we have historically relied on customer purchasing patterns to project

sales, deviations due to market fluctuations, economic conditions or changing

procurement trends can result in significant differences between projected and

actual results.

Due to these factors, we may not have sufficient real-time visibility to adjust

forecasts accurately. If sales fall short of expectations, the market price of our

Common Shares could be adversely affected.

An impairment of goodwill and intangible assets could reduce our earnings.

At December 31, 2025, our consolidated balance sheet included $2.7 billion

of goodwill and $386.4 million of intangible assets. Goodwill arises when the

purchase price of an acquisition exceeds the fair value of net assets, while

intangible assets represent finite-lived assets such as patents or trademarks.

Under U.S. GAAP, we must test goodwill for impairment annually or when

events indicate potential impairment. Intangible assets are reviewed for

impairment when changes in circumstances suggest their carrying value may

not be recoverable. These reviews are often conducted at an asset group level,

which for goodwill currently applies to the entire Company.

If impairment is identified, we must immediately record a charge to earnings,

which could adversely impact our financial results.

External risks

Global economic uncertainty, rising rates, and geopolitical tensions may disrupt

markets and supply chains, adversely affecting our operations and financial

performance.

Our global operations are exposed to a broad range of macroeconomic,

geopolitical and regulatory uncertainties that could adversely affect our

business, financial condition and results of operations. Changes in global

economic conditions—including inflationary pressures, tightening monetary

policies, fluctuating energy prices, rising interest rates and volatility in financial

markets – may influence customer purchasing behavior, impact access to

capital, and increase operating costs across our value chain. Shifts in trade

policies, import duties, and tariff regimes, including those arising from evolving

U.S.– China relations or regional policy actions, may create additional cost

burdens or restrictions on the flow of goods, potentially affecting supply chain

stability and market access.

Geopolitical developments, including regional conflicts, terrorist attacks,

sanctions, and sudden policy shifts, can disrupt global markets, weaken supply

chains and contribute to increased uncertainty in countries where we operate or

where our suppliers and customers are located. Recent conflicts and

geopolitical tensions have demonstrated the potential for sudden changes in

trade routes, logistics availability, and energy costs, as well as heightened risks

of cyber disruption and political instability. These conditions may also amplify

operational challenges for suppliers and third‑party logistics partners, further

affecting product availability or delivery timelines.

At the same time, we operate in a complex international tax and regulatory

environment that continues to evolve. Changes in national tax reforms,

international frameworks, or divergent local interpretations may require

adjustments to our compliance processes and could influence effective tax rates

or create additional reporting obligations. Broader policy developments—

including sanctions, trade restrictions, or regulatory tightening in certain

jurisdictions—may impact strategic planning and overall market predictability.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 39
Risks and Risk Management

If these economic, geopolitical, trade or regulatory pressures intensify, or if our

ability to respond to such developments is limited, we may experience

increased costs, reduced demand, supply chain interruptions, or constraints on

commercial activities. These developments may also influence the timing of

investment decisions, affect operational resilience, or alter stakeholder

confidence. Individually or collectively, these factors could adversely impact our

business performance, financial results or long‑term strategic objectives.

We may encounter delays in receipt, or limits in the amount, of reimbursement

approvals and public health funding, which may negatively impact our ability to

grow revenues in the healthcare market or our profitability.

Our growth and profitability in the healthcare and diagnostics markets are

influenced by the pace, scope, and consistency of reimbursement approvals

and public health funding.Delays or limits in reimbursement approvals and

public health funding may hinder our revenue growth and profitability in the

healthcare and diagnostics markets. Our ability to expand depends heavily on

the pace and consistency of reimbursement decisions from government

agencies, private insurers, and other payors. These decisions require extensive

scientific and economic evidence, can be slow and resource‑intensive, and are

not guaranteed to be favorable or sustained.

Payors have become increasingly cautious about covering new diagnostic

technologies, often limiting coverage or exerting pricing pressure. Insufficient or

variable reimbursement levels may constrain adoption, require pricing

adjustments, and negatively affect margins. Many customers also rely on

reimbursement support to drive market uptake, while global payors continue to

pursue cost‑containment measures that could reduce reimbursement rates.

In the United States, ongoing policy uncertainty—including potential changes to

the Affordable Care Act—may delay customer purchasing decisions. Under the

Protecting Access to Medicare Act (PAMA), Medicare rates for certain

diagnostic tests are tied to private‑payor pricing, a system that has historically

reduced reimbursement levels. Although recent legislation has delayed further

PAMA‑related cuts until 2027 and updated the reporting year to better reflect

current pricing, future rate‑setting remains uncertain. Proposed reforms, such as

the RESULTS Act, could influence future methodologies, but no lasting solution

has been enacted.

As a result, continued pressure on reimbursement rates may limit market

expansion and adversely affect our operating results.

Reduction in research and development budgets and government funding may

result in reduced sales.

Our customers include pharmaceutical and biotechnology companies,

academic institutions, and government and private laboratories. Demand for

our products is influenced by fluctuations in research and development budgets,

which can be impacted by funding availability, industry mergers, shifting

spending priorities and institutional policies. Any significant reduction in Life

Sciences research and development spending could adversely affect our

financial performance.

The pharmaceutical and biotechnology industries have undergone significant

restructuring and consolidation in recent years. Further mergers may result in

customer loss, reducing demand for our products and negatively impacting our

results.

We also sell to universities, government laboratories and private foundations,

many of which rely on government grants, particularly from agencies like the

U.S. National Institutes of Health (NIH), the largest source of Life Sciences

funding in the country. While research funding has increased in recent years,

future levels remain uncertain due to federal and state budget constraints.

Government funding decisions, which are subject to unpredictable political

processes, can cause purchasing delays and impact our sales.

Efforts to reduce budget deficits have previously included cuts to NIH and other

global research agencies. A reduction in government funding for Life Sciences

research could significantly impact our business and results of operations.

Competition could reduce our sales.

The markets for our products are highly competitive. Many competitors have

greater financial, operational, sales, marketing and research and development

resources. They may develop new technologies that compete with or render our

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 40
Risks and Risk Management

products obsolete and could gain regulatory approval from agencies such as

the U.S. Food and Drug Administration (FDA) and international regulators.

Competitors offering superior technology, cost-effective solutions or faster

regulatory approval could adversely impact our sales and operations.

Our business growth depends on converting users from competing products to

our sample and assay technologies. However, switching suppliers can be time-

consuming and costly, as customers must integrate new products into their

workflows. If we fail to be first to market with innovative solutions, our

competitive position and sales may suffer.

Additionally, in commercial clinical diagnostics, we often compete with

laboratory-developed tests (LDTs) created by our customers. Converting users

from LDTs to our commercial assays remains a challenge, which may impact

our market adoption and revenue.

We rely on collaborative commercial relationships to develop and/or market

some of our products.

Our long-term strategy includes forming strategic alliances and marketing

arrangements with academic, corporate and other partners for developing,

commercializing and distributing our products. We may face challenges in

negotiating these collaborations and maintaining them, and partners might

develop competing products.

Our Precision Diagnostics business collaborates with pharmaceutical and

biotech companies to co-develop companion diagnostics for their drugs. The

success of these programs depends on our partners' commitment, clinical trial

outcomes and regulatory approvals. Sales of companion diagnostics are closely

tied to the commercial success of the related drugs.

Marketing QIAGEN products often relies on joint ventures or distributorships,

especially in emerging markets where we partner with local companies. The

success of these partnerships impacts our sales and profitability in these

regions.

Real or perceived defects in or misuse of our products could adversely affect our

results of operations, growth prospects and reputation.

We sell our products in over 160 countries, directly or through partners. Due to

our extensive operations, tracking end-user usage can be challenging. Misuse

or perceived misuse of our products could harm our reputation and customer

trust, impacting market acceptance.

Our customers, particularly in law enforcement and government, use our

products for critical applications like forensic testing and human identification.

They have low tolerance for defects, which could interfere with justice

administration and damage forensic evidence. Defects or misuse, real or

perceived, could lead to lost sales, increased service and replacement costs,

reputational damage, customer loss, liability for damages and resource

diversion, adversely affecting our business.

If our products are used unethically or unlawfully, it could harm our reputation

and operations. We strive to ensure ethical and lawful use but cannot

guarantee against misuse claims. Allegations of misuse, even if unfounded,

could damage our reputation.

Our brand and reputation are crucial for business success. Maintaining them

depends on delivering high-quality products and services. Negative reviews or

publicity, especially in media, could harm our reputation and sales, adversely

affecting our business and financial results.

Stock and shareholder risks

Fluctuations in results may impact the market price of our common shares.

Our operating results can vary significantly from quarter to quarter and year to

year, influenced by multiple factors, including:

•Demand for our products and customer purchasing cycles

•Timing of research budgets and commercialization efforts

•Government funding allocations affecting customer spending

•Regulatory approvals and research and development activities

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Risks and Risk Management

•Sales and marketing expenses, as well as exit activities

•New product launches by us or competitors

•Competitive market conditions and macroeconomic trends

•Exchange rate fluctuations affecting international revenue

We set expense levels based on anticipated sales trends, but actual sales and

earnings may deviate from expectations, leading to variability in financial

performance. As a result, our quarterly and annual results may not be indicative

of future performance. If our results fail to meet or exceed analyst or investor

expectations, the market price of our common shares could decline.

Our common shares may have a volatile public trading price.

The market price of our common shares has been highly volatile since our initial

public offering in September 1996. Our shares have been listed on the New

York Stock Exchange since January 10, 2018, after previously trading on

Nasdaq. Over the past two years, our stock price has ranged from

$37.63

$51.88

and from

€32.50

€46.21

on the Frankfurt Stock Exchange. In

addition to overall stock market fluctuations, factors that may have a significant

impact on the price of our common shares include:

•New product launches or technological advancements by us or competitors

•Changes in collaborations or partnerships

•Quarterly financial performance and comparisons with peer companies

•Regulatory, tax or patent law changes

•Developments in intellectual property rights

•Government funding for Life Sciences research

•General market trends in diagnostics, pharmaceuticals and biotechnology

•Foreign exchange rate fluctuations

The stock market has experienced extreme price and volume fluctuations,

particularly affecting technology-based companies, often unrelated to their

operating performance. These broad market swings may negatively impact the

price of our common shares.

Future sales and issuances of our common shares could adversely affect our stock

price.

The future sale or issuance of a large number of our common shares could

negatively impact their market price. Dutch law allows a company to issue

shares up to its authorized share capital as specified in its Articles of

Association. Our authorized share capital is €9 million, divided into

410.0 million common shares, 40.0 million financing preference shares and

450.0 million preference shares, each with a

€0.01

par value. As of

December 31, 2025, approximately 216.9 million common shares were

outstanding, with an additional 11.4 million reserved under stock plans,

including shares subject to outstanding awards. Furthermore, up to 27.1 million

shares may be issued upon conversion of debt. Most of our outstanding

common shares can be sold without restriction, except those held by affiliates,

which have resale limitations.

Shareholders could be subject to unfavorable tax treatment.

The tax treatment of an investment in our common shares may vary depending

on the jurisdiction in which a shareholder is subject to tax, the shareholder’s

particular circumstances and the manner in which the shares are held. Changes

in tax laws, regulations, administrative guidance or interpretations in relevant

jurisdictions, possibly with retroactive effect, could adversely affect the tax

consequences of the ownership or disposition of our common shares. In

addition, tax authorities could challenge the treatment applied by shareholders

or intermediaries. Any such developments could result in unfavorable tax

treatment for shareholders, including in respect of dividends, capital gains,

withholding, transfer or other taxes, and could adversely affect the value of,

and return on, an investment in our common shares.

In addition, for U.S. federal income tax purposes, we could be classified as a

passive foreign investment company, or PFIC, in any taxable year if either 75%

or more of our gross income is passive income or 50% or more of the value of

our assets is attributable to assets that produce passive income or are held for

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Risks and Risk Management

the production of passive income. Based on our income, assets and activities

for 2025, we do not believe that we were a PFIC for U.S. federal income tax

purposes, and we do not currently expect to become a PFIC in the foreseeable

future. However, the determination of PFIC status is made annually and

depends on the composition of our income, assets and activities from time to

time, as well as, in part, on the value of our assets, including goodwill, which

may be affected by changes in the market price of our common shares.

Accordingly, there can be no assurance that we will not be classified as a PFIC

for the current taxable year or any future taxable year, or that the IRS will not

challenge any determination we make with respect to our PFIC status. If we

were classified as a PFIC, U.S. holders of our common shares could be subject

to adverse U.S. federal income tax consequences.

Provisions of our Articles of Association and Dutch law and an option we have

granted may make it difficult to replace or remove management and may inhibit

or delay a takeover.

Our Articles of Association require a two-thirds shareholder vote, representing

over 50% of issued share capital, to suspend or dismiss Managing and

Supervisory Directors against their wishes. If proposed by the joint Supervisory

and Managing Boards, a simple majority is sufficient. Shareholders may also

overrule Board nominations with the same two-thirds vote and share capital

threshold. To prevent hostile takeovers, our Supervisory Board can issue

preference shares if a third party acquires 20% or more of share capital or is

deemed an "adverse person." This may discourage bids or lead to negotiations

for better terms.

In 2004, we granted the Dutch foundation Stichting Preferente Aandelen

QIAGEN the option to acquire preference shares equal to all outstanding

common shares minus one to block or delay an unfavorable change of control.

The foundation must act in our and stakeholders' interests when exercising this

option. Key restrictions on the Foundation’s ability to prevent or delay a change

of control include the following:

•protective shares may be issued only after a third party has publicly

announced an offer; and

•any such protective stake may be held for a maximum period of two years,

after which the Foundation must reduce its holding to below the 30% voting

rights threshold.

Note regarding forward-looking statements and risk factors

Our future operating results may be affected by various risk factors, many of

which are beyond our control. Certain statements included in this annual report

and the documents incorporated herein by reference may be forward-looking

statements within the meaning of Section 27A of the U.S. Securities Act of

1933, as amended, and Section 21E of the U.S. Securities Exchange Act of

1934, as amended, including statements regarding potential future net sales,

gross profit, net income and liquidity.

These statements can be identified by the use of forward-looking terminology

such as “believe,” “hope,” “plan,” “intend,” “seek,” “may,” “will,” “could,”

“should,” “would,” “expect,” “anticipate,” “estimate,” “continue” or other

similar words. Reference is made in particular to the description of our plans

and objectives for future operations, assumptions underlying such plans and

objectives, and other forward-looking statements. Such statements are based on

management’s current expectations and are subject to a number of factors and

uncertainties that could cause actual results to differ materially from those

described in the forward-looking statements.

We caution investors that there can be no assurance that actual results or

business conditions will not differ materially from those projected or suggested

in such forward-looking statements as a result of various factors.

Factors that could cause such results to differ materially from those described in

the forward-looking statements include those set forth in the risk factors above.

As a result, our future success involves a high degree of risk. When considering

forward-looking statements, readers should keep in mind that the risk factors

could cause our actual results to differ significantly from those contained in any

forward-looking statement.

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Financial and Share Performance

Operating and Financial Review

This section contains a number of forward-looking statements, which are based

on current management expectations. Actual results may differ materially.

Among the factors that could cause actual results to differ from management’s

expectations are those described in Risk Factors and Note Regarding Forward-

Looking Statements and Risk Factors in this annual report. The discussion that

follows focuses on 2025 with comparisons to 2024. For discussion of the year

ended December 31, 2024 compared to 2023, refer to our 2024 Annual

Report.

Operating results

Overview

Financial highlights of 2025 include:

•Total net sales increased 6% in 2025 from 2024, driven by our pillars of

growth and by high recurring revenues, which accounted for approximately

90% of total net sales. Favorable currency movements against the U.S. dollar

had a positive impact on total net sales by one percentage point over the

prior year.

•The operating income margin in 2025 was 22.3% of sales compared with

4.9% in 2024. While the 2024 operating income margin included the

impact of the 2024 Efficiency Program discussed in Note 6 "Restructuring,"

the improvement in operating income margin also reflects a reduction in

operating expenses compared to 2024, driven by broad efficiency

improvements that facilitated reinvestments into growth initiatives.

•Net cash provided by operating activities decreased 3% to $654 million in

2025 from $674 million in 2024. Cash flows in 2025 included cash

restructuring payments for the 2024 Efficiency Program and reflected

increased working capital requirements.

Foreign Currencies

The reporting currency of QIAGEN N.V. is the U.S. dollar. The functional

currency of most of our subsidiaries are the local currencies of the countries in

which they are headquartered. All amounts in the financial statements of entities

whose functional currency is not the U.S. dollar are translated into U.S. dollar

equivalents at exchange rates as follows: (1) assets and liabilities at period-end

rates, (2) income statement accounts at average exchange rates for the period,

and (3) components of equity at historical rates. Translation gains or losses are

recorded in equity, and transaction gains and losses are reflected in net

income.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 44
Operating and Financial Review

Year Ended December 31, 2025, Compared to 2024

Net Sales

(in millions)	2025	2024
Product type	Net sales	Net sales	% change
Consumables and related revenues	1,876.4	1,760.2	+7%
Instruments	213.6	218.0	-2%
Net sales	2,090.0	1,978.2	+6%

All values are in US Dollars.

(in millions)	2025	2024
Product group	Net sales	Net sales	% change
Sample technologies	661.3	642.0	+3%
Diagnostic solutions	803.1	748.9	+7%
PCR/Nucleic acid amplification	309.0	300.5	+3%
Genomics/NGS	241.8	233.6	+3%
Other	74.9	53.2	+41%
Net sales	2,090.0	1,978.2	+6%

All values are in US Dollars.

Sample technologies include the sale of consumables kits and instruments

used to obtain DNA, RNA and proteins from biological samples. This product

group grew 3% in 2025 to $661.3 million on higher sales of consumables, in

particular automated kit sales. Favorable currency movements against the U.S.

dollar positively impacted the sales of sample technologies by more than one

percentage point in 2025 over the prior year.

Diagnostic solutions include the sale of regulated consumable kits and

instruments for use in clinical healthcare as well as revenues from our Precision

Diagnostics portfolio and companion diagnostic co-development projects with

pharmaceutical companies. Sales in this product group grew 7% in 2025 to

$803.1 million, driven by solid gains in the sale of consumables, while

instrument sales were lower compared to 2024. QIAstat-DX led the

performance, with sales rising 27% in 2025, driven by ongoing strong

instrument placements and solid consumables demand for all syndromic panels.

QuantiFERON-TB also grew 11% in 2025, supported by conversion from the

tuberculin test in all regions along with broader test-market expansion.

Favorable currency movements against the U.S. dollar positively impacted this

product group by approximately one percentage point in 2025 over the prior

year.

PCR/Nucleic acid amplification involves consumable kits used in non-

regulated applications. Overall product group sales grew 3% in 2025 to

$309.0 million, primarily driven by strong demand for consumables,

particularly in the QIAcuity digital PCR systems. QIAcuity delivered growth in

2025 as sales in consumables more than offset lower instrument sales impacted

by ongoing cautious spending among Life Sciences customers. Other PCR

consumables sales also grew compared to 2024, primarily driven by growth in

the Enzymes and human ID/Forensics portfolio. Favorable currency movements

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 45
Operating and Financial Review

against the U.S. dollar contributed more than a one percentage point

improvement for this product group in 2025 compared with the prior year.

Genomics/NGS involves our portfolio of universal solutions as well as the full

QIAGEN Digital Insights (QDI) portfolio. Sales in this product group rose 3% to

$241.8 million in 2025, driven by higher sales from the QDI bioinformatics

sales, with underlying strong growth in the portfolio enhanced by contributions

from Genoox since its acquisition in mid-2025. Consumable sales on universal

NGS panels for use on any sequencer also delivered growth compared to

Favorable currency movements against the U.S. dollar positively

impacted the sales in this product group by more than one percentage point in

2025 over the prior year.

Net Sales

(in millions)
Geographic region	2025	2024	% change
Americas	$1,086.5	$1,031.6	+5%
Europe, Middle East and<br><br>Africa	712.8	648.5	+10%
Asia Pacific, Japan and<br><br>Rest of World	290.7	298.2	-2%
Net sales	$2,090.0	$1,978.2	+6%

Net sales in the Americas region increased 5% in 2025, driven by improving

demand for QuantiFERON, QIAstat-Dx and QIAcuity consumables. Higher

sales were seen in the U.S. and Brazil, against lower results in Canada

compared to 2024.

Net sales in the Europe, Middle East and Africa (EMEA) region increased

10% to $712.8 million in 2025, primarily driven by the sales in Germany,

United Kingdom, France and Italy.

Net sales in the Asia Pacific, Japan and Rest of World region declined

2% in 2025, as lower demand in China offset higher sales in Australia and

Japan.

Gross Profit

(in millions)	2025	2024	% change
Gross profit	$1,299.5	$967.4	+34%
Gross margin	62.2%	48.9%

Variations in sales levels between periods can lead to fluctuations in gross

profit, as gross margin is affected by changes in the sales mix and performance

of individual products. In 2025, gross margin benefited from a favorable sales

mix, as sales of consumables and related products—which carry a higher gross

margin than instrumentation products—increased by 7%. Additionally, the

impact of the sales mix was also favorable within the instrumentation category,

where net sales declined by 2%, mitigating the effect of lower-margin products.

Furthermore, gross profit absorbed the negative impact of new tariffs.

The gross margin in 2025 is higher compared to 2024 in part due to total

restructuring charges of $295.1 million, which include $93.5 million of

inventory write-offs and $133.7 million of intangible asset impairments

recorded in connection with the 2024 Efficiency Program discussed in Note 6

"Restructuring."

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 46
Operating and Financial Review

Operating Expenses

(in millions)	2025		2024
	Expenses	% of net sales	Expenses	% of net sales	% change
Sales and marketing	$458.0	21.9%	$450.9	22.8%	+2%
Research and development	187.5	9.0%	193.5	9.8%	-3%
General and administrative	125.7	6.0%	113.4	5.7%	+11%
Acquisition-related intangible amortization	8.0	0.4%	9.6	0.5%	-17%
Restructuring, acquisition, integration and other, net	54.5	2.6%	102.2	5.2%	-47%
Total operating expenses	$833.6	39.9%	$869.6	44.0%
Income from operations	$465.9	22.3%	$97.7	4.9%

Sales and marketing

Sales and marketing expenses increased 2% to $458.0 million in 2025 but

declined to 21.9% of sales from 22.8% in 2024. The overall increase in sales

and marketing expenses primarily reflects changes in freight and other supply

chain costs as well as an unfavorable currency impact of $7.6 million. Sales

and marketing expenses are primarily associated with personnel, commissions,

advertising, trade shows, publications, freight and logistics expenses, and other

promotional expenses. The increased use of digital customer engagement

continues to build on new customer habits and enhances customer engagement,

with a focus on greater efficiency and effectiveness.

Research and development

Research and development expenses decreased 3% to $187.5 million in 2025

and decreased to 9.0% of sales from 9.8% in 2024. The decrease reflects the

June 2024 decision to discontinue the NeuMoDx system, partially offset by a

$5.8 million unfavorable currency impact. We continue to focus on investments

targeted to drive sustainable growth. As we continue to discover, develop and

acquire new products and technologies, we expect to incur additional expenses

related to facilities, licenses and employees engaged in research and

development. Overall, research and development costs are expected to

increase as a result of seeking regulatory approvals, including U.S. FDA Pre-

Market Approval (PMA), U.S. FDA 510(k) clearance and EU CE approval of

certain assays or instruments. Further, business combinations, along with the

acquisition of new technologies, may increase our research and development

costs in the future. We have a strong commitment to innovation and expect to

continue to make investments in our research and development efforts.

General and administrative

General and administrative expenses increased 11% to $125.7 million in

2025 and increased to 6.0% of sales from 5.7% in 2024. These results reflect

investments in our information technology systems (including an upgrade of the

SAP enterprise resource planning system) and into cyber security measures

offset by efficiency gains across many administrative functions. General and

administrative costs include an unfavorable currency impact of $3.5 million in

In the future, we expect to incur higher costs due to increased licensing

and information technology expenses, as well as increased cyber security costs.

Acquisition-related intangible amortization

Amortization expense on acquisition-related intangibles within operating

expense declined 17% to $8.0 million in 2025 from $9.6 million in 2024. The

decrease reflects the full amortization of certain acquired assets.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 47
Operating and Financial Review

Amortization expense related to developed technology and patent and license

rights acquired in business combinations are included in the cost of sales.

Amortization of trademarks and customer base acquired in business

combinations are recorded in operating expense under the caption

“acquisition-related intangible amortization.” Amortization expenses of

intangible assets not acquired in business combinations are recorded within

cost of sales, research and development, or sales and marketing line items

based on the use of the asset. Our acquisition-related intangible amortization

recorded in operating expenses will increase in the event of future acquisitions.

Restructuring, acquisition, integration and other net expenses

Restructuring, acquisition, integration and other net expenses decreased to

$54.5 million in 2025, or 2.6% of sales, from $102.2 million, or 5.2% of

sales, in 2024. Expenses incurred in 2025 primarily included charges related

to restructuring programs, as discussed further in Note 6 "Restructuring,"

namely the 2024 Efficiency Program and a continuation of efficiency measures

into the 2025 Restructuring Program. Expenses incurred in 2024 included

charges related to the 2024 Efficiency Program as well as integration costs

related to our acquisition of Verogen, Inc., in January 2023. We expect to

incur additional restructuring, acquisition, integration and other costs.

Other Income (Expense), net

(in millions)	2025	2024	% change
Interest income	$64.3	$68.0	-5%
Interest expense	(33.3)	(43.8)	-24%
Other expense, net	(6.7)	(0.7)	800%
Total other income,<br><br>net	$24.4	$23.4	+4%

Interest income includes interest earned on cash, cash equivalents and short-

term investments, income related to certain interest rate derivatives as discussed

in Note 14 "Derivatives and Hedging" and other components including the

interest portion of operating lease transactions. The fluctuation in 2025

compared to the prior year was attributable to changing interest rates and the

duration and level of short-term investments held during the period.

Interest expense primarily relates to debt, as discussed in Note 16 "Debt" in the

accompanying notes to consolidated financial statements. The decrease in

2025 compared to 2024 is driven by the repayment of a portion of the 2027

Notes totaling $474.0 million and the repayment of one tranche of 2022

Schuldschein in July 2025 for $60.2 million, partially offset by the issuance of

the 2032 Notes in September 2025 totaling $750.0 million. Interest expense

was also lowered by capitalized interest associated with assets under

construction.

For the year ended December 31, 2025, other expense, net was $6.7 million

and included a loss of $8.4 million on foreign currency transactions and $2.5

million of investment impairment as further discussed in Note 10 "Investments,"

partially offset by $4.4 million of other income, primarily from equity method

investments.

For the year ended December 31, 2024, other expense, net was $0.7 million

and was comprised of other expense totaling $6.9 million primarily from

foreign currency transactions and impairments in equity method investments,

partially offset by $6.2 million of other income, primarily from equity method

investments.

Income Tax Expense

(in millions)	2025	2024
Income before income<br><br>taxes	$490.3	121.1
Income tax expense	65.4	37.6
Net income	$424.9	83.6
Effective tax rate	13.3%	31.0%

All values are in US Dollars.

In 2025, our effective tax rate was 13.3% compared to 31.0% in 2024. Our

effective tax rate differs from the Netherlands' statutory tax rate of 25.8% due

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 48
Operating and Financial Review

in part to our operating subsidiaries being exposed to statutory tax rates

ranging from zero to 35%. Fluctuations in the distribution of pre-tax income or

loss among our operating subsidiaries can lead to fluctuations of the effective

tax rate in the consolidated financial statements. We record partial tax

exemptions on foreign income primarily derived from operations in Germany.

These foreign tax benefits are due to a combination of favorable tax laws and

exemptions in these jurisdictions, including intercompany foreign royalty income

in Germany, which is statutorily exempt from trade tax. Further, we have

intercompany financing arrangements in which the intercompany income is

subject to lower statutory income tax rates. The Organization for Economic Co-

operation and Development (OECD) has implemented a global minimum

corporate tax of 15% for companies with global revenues and profits above

certain thresholds (referred to as Pillar Two) effective January 1, 2024. The

Netherlands formally enacted the Pillar Two legislation into domestic law. We

are subject to the top-up tax in relation to our operations in Poland in 2025.

See Note 17 "Income Taxes" to the consolidated financial statements for a full

reconciliation of the Netherlands' statutory income tax rate to the effective tax

rate.

In future periods, our effective tax rate may fluctuate due to similar or other

factors as discussed in “Changes in tax laws, regulatory interpretations or

reductions in government tax incentives could increase our effective tax rate,

impact our financial flexibility and adversely affect our results of operations” in

Risk Factors.

Legal proceedings

As of December 31, 2025, certain claims, suits or legal proceedings arising

out of the normal course of business have been filed or were pending against

QIAGEN N.V. or our subsidiaries. While no assurances can be given

regarding the outcome of any legal proceedings, based on information

currently available, we believe that the resolution of these matters is unlikely to

have a material adverse effect on our financial position or results of future

operations for QIAGEN N.V. as a whole. However, because of the nature and

inherent uncertainties of litigation, should the outcomes be unfavorable, certain

aspects of our business, financial condition, and results of operations and cash

flows could be materially adversely affected.

For information on legal proceedings, see Note 20 "Commitments and

Contingencies" of the Notes to Consolidated Financial Statements.

Liquidity and capital resources

To date, we have funded our business through internally generated funds, debt,

as well as private and public sales of equity. Our primary use of cash has been

to strengthen our business operations, to fund dividends and capital repayments

to shareholders and to repay debt, while our investing activities have focused

on capital expenditure requirements and acquisitions.

(in millions)	2025	2024
Cash and cash equivalents	$839.0	$663.6
Short-term investments	259.9	489.4
Total cash and cash equivalents and<br><br>short-term investments	$1,098.9	$1,153.0
Working capital	$1,482.9	$917.8

Cash and cash equivalents are primarily held in U.S. dollars and euros, other

than those cash balances maintained in the local currency of subsidiaries to

meet local working capital needs. At December 31, 2025, cash and cash

equivalents had increased by $175.5 million from December 31, 2024,

primarily as a result of cash provided by operating activities of $654.3 million,

partially offset by cash used in investing activities of $305.3 million and cash

used in financing activities of $179.0 million, as discussed in the Cash Flow

Summary below.

QIAGEN N.V.	Financial Report 2025	Management Report
Operating and Financial Review
(in millions)	2025	2024
---	---	---
Net cash provided by operating activities	$654.3	$673.6
Net cash used in investing activities	(305.3)	(249.2)
Net cash used in financing activities	(179.0)	(422.9)
Effect of exchange rate changes on cash and<br><br>cash equivalents	5.4	(6.0)
Net increase (decrease) in cash and<br><br>cash equivalents	$175.5	($4.5)

Cash flow summary

Operating activities

For the year ended December 31, 2025, we generated net cash from

operating activities of $654.3 million compared to $673.6 million in 2024.

While net income was $424.9 million in 2025, non-cash components in

income included $193.7 million of depreciation and amortization, $50.4

million of share-based compensation and $22.4 million non-cash impairments

primarily recorded in connection with the programs discussed in Note 6

"Restructuring," as well as the impairment of an equity method investment as

further discussed in Note 10 "Investments." The decrease in net cash provided

by operating activities in 2025 compared to 2024 primarily includes a net

decrease in net operating assets driven by increased accounts receivable as

well as inventories, and decreased accounts payable and accrued and other

liabilities, including restructuring related payments. Because we heavily rely on

cash generated from our operating activities to fund our business, a decrease in

demand for our products, longer collection cycles or significant technology

advances by competitors could have a negative impact on our liquidity.

Investing activities

Approximately $305.3 million of cash was used in investing activities in 2025

compared to $249.2 million in 2024. Investing activities during 2025

consisted principally of $369.0 million for purchases of short-term investments,

$291.2 million of net cash paid for the acquisition of Genoox and Parse

Biosciences, $201.0 million in cash paid for purchases of property, plant and

equipment, $32.2 million paid to our derivative counterparties to collateralize

our derivative liabilities with them as discussed in Note 14 "Derivatives and

Hedging," and $6.1 million paid for intangible assets, partially offset by

$597.1 million from the redemption of short-term investments.

Cash used in investing activities during 2024 consisted principally of $685.9

million for purchases of short-term investments, $167.2 million for purchases of

property, plant and equipment and $4.1 million paid for intangible assets

partially offset by cash inflows of $585.0 million from the redemption of short-

term investments and $25.4 million received from our derivative counterparties

to collateralize our derivative liabilities with them.

Financing activities

For the year ended December 31, 2025, cash used in financing activities was

$179.0 million compared to $422.9 million in 2024. Financing activities

during 2025 included $534.2 million for the repayment of long-term debt,

$280.1 million capital repayment made as part of a synthetic share repurchase

discussed in Note 18 "Equity," $54.2 million of cash dividends paid, $27.3

million paid in connection with net share settlement for tax withholding related

to the vesting of stock awards and $16.1 million paid to our derivative

counterparties to collateralize derivative assets that we hold with them. This was

partially offset by $742.3 million received from the issuance of convertible

notes.

In 2024, cash used in financing activities totaled $422.9 million and consisted

of $601.5 million for the repayment of long-term debt, $292.1 million capital

repayment as part of a synthetic share repurchase and $34.2 million paid in

connection with net share settlement for tax withholding related to the vesting of

stock awards partially offset by $494.2 million received from the issuance of

convertible notes and $11.4 million received from our derivative counterparties

to collateralize derivative assets that we hold with them.

Other factors affecting liquidity and capital resources

As of December 31, 2025, we carry $1.7 billion of long-term debt, all of

which is long-term.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 50
Operating and Financial Review

In January 2026, we completed a synthetic share repurchase that combined a

direct capital repayment with a reverse stock split. The transaction was

announced on December 18, 2025, and executed on January 8, 2026, and

involved an approach used by various large, multinational Dutch companies to

provide returns to all shareholders in a faster and more efficient manner than

traditional open-market repurchases. A total $496.7 million was returned to

shareholders through the transaction, which reduced the total number of issued

common shares by approximately 5.0% to 206.8 million (of which 0.7 million

are held in Treasury shares) as of January 31, 2026.

In September 2025, we issued a $750.0 million aggregate principal amount of

2.0% coupon convertible notes due 2032 (2032 Notes). The 2032 Notes will

mature on September 4, 2032, unless converted in accordance with their terms

prior to such date as described more fully in Note 16 "Debt."

In June 2025, our shareholders approved a cash dividend totaling $54.2

million, which was paid in July 2025 as further discussed in Note 18 "Equity."

In January 2025, we completed a synthetic share repurchase that combined a

direct capital repayment with a reverse stock split. A total $280.1 million was

returned to shareholders through the transaction, which reduced the total

number of issued common shares by approximately 2.8%.

In December 2024, we renewed the €400 million syndicated revolving credit

facility with a tenor of five years, and with the ability to be extended twice by a

one-year period. No amounts were utilized during 2025. The facility can be

utilized in euros and bears interest of 0.550% to 1.500% above EURIBOR and

is offered with interest periods of one, three or six months. The interest rate

margin is subject to our leverage ratio. No amounts were drawn under the

syndicated revolving credit facility in 2025. We have additional credit lines

totaling €13.0 million with no expiration date. €8.2 million of these facilities

are used for bank guarantees and were not drawn in cash as of December 31,

2025.

In September 2024, we issued a $500.0 million aggregate principal amount of

2.5% coupon convertible notes due 2031 (2031 Notes). The 2031 Notes will

mature on September 10, 2031, unless converted in accordance with their

terms prior to such date as described more fully in Note 16 "Debt."

In January 2024, we completed a synthetic share repurchase that combined a

direct capital repayment with a reverse stock split. A total $295.2 million was

returned to shareholders through the transaction, which reduced the total

number of issued common shares by approximately 3%.

In July and August 2022, we completed a German private placement bond

(2022 Schuldschein), which was issued in various tranches totaling €370.0

million due in various periods through 2035 as described more fully in Note 16

"Debt." Interest rates are linked to our ESG performance. Following the July

2025 repayment of $60.2 million at maturity, $373.7 million remains

outstanding as of December 31, 2025.

In December 2020, we issued a $500.0 million aggregate principal amount of

zero-coupon convertible notes due in 2027 (2027 Notes). During the year on

the December 17, 2025, put date, $474.0 million of the 2027 Notes was

repaid at the election of the bondholders, after which the remaining

$26.0 million was reclassified to long-term debt. The remaining 2027 Notes

will mature on December 17, 2027, unless converted in accordance with their

terms prior to such date as described more fully in Note 16 "Debt."

In November 2018, we issued a $500.0 million aggregate principal amount of

cash convertible senior notes due in 2024 (2024 Notes), which were due and

repaid in November 2024.

In September 2017, we issued an aggregate principal amount of $400.0

million in cash convertible senior notes due in 2023 (2023 Notes), which were

due and repaid in September 2023.

In 2017, we completed a German private placement (2017 Schuldschein)

consisting of various tranches denominated in U.S. dollars or euros at either

floating or fixed rates and due at various dates through June 2027. As of

December 31, 2025, a total of $17.0 million is outstanding.

We have lease obligations, including interest, in the aggregate amount of

$182.8 million, of which $34.1 million was current as of December 31, 2025.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 51
Operating and Financial Review

We also have purchase obligations of $148.7 million and license commitments

of $18.5 million. In connection with certain acquisitions that we have

completed, QIAGEN could be required to make additional contingent cash

payments of up to $71.9 million based on the achievement of certain revenue

and operating results milestones. These obligations are further discussed in

Note 12 "Leases" and Note 20 "Commitments and Contingencies" in the

consolidated financial statements.

Liabilities associated with uncertain tax positions, including interest and

penalties, were estimated at $149.5 million as of December 31, 2025.

Ultimate settlement of these liabilities is dependent on factors outside of our

control, such as examinations by the respective taxing authorities and

expiration of statutes of limitation for assessment of additional taxes. Therefore,

we cannot reasonably estimate when, if ever, this amount will be paid.

We did not use special-purpose entities and did not have any off-balance sheet

financing arrangements during the years ended December 31, 2025, 2024

and 2023.

We expect that cash from financing activities will continue to be impacted by

issuances of our common shares in connection with our share-based

compensation plans, and that the market performance of our shares will impact

the timing and volume of the issuances. Additionally, we may make future

acquisitions or investments requiring cash payments, the issuance of additional

debt or equity financing.

We believe that funds from operations, existing cash and cash equivalents,

together with the proceeds from any public and private sales of equity, and

availability of financing facilities, would be sufficient to fund our planned

operations and expansion in the coming year. However, any global economic

downturn may have a greater impact on our business than currently expected,

and we may experience a decrease in the sales of our products, which could

impact our ability to generate cash. If our future cash flows from operations and

other capital resources are not adequate to fund our liquidity needs, we may be

required to obtain additional debt or equity financing or to reduce or delay our

capital expenditures, acquisitions or research and development projects. If we

could not obtain financing on a timely basis or at satisfactory terms, or

implement timely reductions in our expenditures, our business could be

adversely affected.

Quantitative and qualitative disclosures about market risk

Our market risk relates primarily to interest rate exposures on cash, short-term

investments and borrowings, and foreign currency exposures. Financial risk is

centrally managed and is regulated by internal guidelines, which require a

continuous internal risk analysis. The objective of our risk management is to

reduce the potential negative effects on earnings from changes in interest and

foreign exchange rates. Exposures are managed through operational methods

and financial instruments relating to interest rate and foreign exchange risks.

Derivatives and hedging

In the ordinary course of business, we use derivative instruments, including

swaps, forwards-options, and/or interest rate derivatives to manage potential

negative impact from foreign currency exposures and changes in interest rates.

The principal objective of such derivative instruments is to minimize the risks

and / or costs associated with global financial and operating activities. We do

not utilize derivative or other financial instruments for trading or speculative

purposes. We recognize all derivatives as either assets or liabilities on the

balance sheet, measure those instruments at fair value and recognize the

change in fair value in earnings in the period of change, unless the derivative

qualifies as an effective hedge that offsets certain exposures. In determining fair

value, we consider both the counterparty credit risk and our own

creditworthiness, to the extent that the derivatives are not covered by collateral

agreements with the respective counterparties. To determine our own credit risk,

we estimated our own credit rating by benchmarking the price of our

outstanding debt to publicly available comparable data from rated companies.

Using the estimated rating, we quantify our credit risk by reference to publicly

traded debt with a corresponding rating.

We also make use of economic hedges. Further details of our derivative and

hedging activities can be found in Note 14 "Derivatives and Hedging" in the

accompanying consolidated financial statements.

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Operating and Financial Review

Foreign currency exchange rate risk

As a global enterprise, we are subject to risks associated with fluctuations in

foreign currencies with regard to our ordinary operations. This includes foreign

currency-denominated receivables, payables, debt and other balance sheet

positions as well as future cash flows resulting from anticipated transactions

including intra-group transactions. We manage our balance sheet exposure on

a group-wide basis primarily using foreign exchange forward contracts, options

and cross-currency swaps.

A significant portion of our revenues and expenses are earned and incurred in

currencies other than the U.S. dollar. The euro is the most significant currency,

with others including the British pound, Chinese yuan, Japanese yen, and Swiss

franc. Fluctuations in the value of the currencies in which we conduct our

business relative to the U.S. dollar have caused and will continue to cause U.S.

dollar translations of such currencies to vary from one period to another.

Because of the number of currencies involved, the constantly changing currency

exposures, and the potential substantial volatility of currency exchange rates,

we cannot predict the effect of exchange rate fluctuations upon future operating

results. In general terms, depreciation of the U.S. dollar against our other

foreign currencies will increase reported net sales. However, this effect is, at

least partially, offset by the fact that we also incur substantial expenses in

foreign currencies.

We have significant production and manufacturing facilities in Germany, and

intercompany sales of inventory also expose us to foreign currency exchange

rate risk. Intercompany sales of inventory are generally denominated in the

local currency of the subsidiary purchasing the inventory in order to centralize

foreign currency risk with the manufacturing subsidiary. We use an in-house

bank approach to net and settle intercompany payables and receivables, as

well as intercompany foreign exchanged swaps and forward contracts for

eligible subsidiaries in order to centralize the foreign exchange rate risk to the

extent possible. In the past, we have entered into foreign exchange derivatives

including forwards, swaps and options to manage the remaining foreign

exchange exposure, and we may do so in the future.

Interest rate risk

Our Financial Risk Management Guideline allows for the use of interest rate

derivatives to achieve our risk management objectives. We did use interest rate

derivatives in the past to mitigate risk from our portfolio of interest-bearing

assets and liabilities, both external and intercompany. Based on a regular

monitoring of the underlying exposure we will consider the use of interest rate

derivatives in the future, if needed.

At December 31, 2025, we had $839.0 million in cash and cash equivalents

as well as $259.9 million in short-term investments. Interest income earned on

our cash investments is affected by changes in the relative levels of market

interest rates. We only invest in high-grade investment instruments. A

hypothetical adverse 10% movement in market interest rates would have

impacted our financial statements by approximately $3.9 million.

Borrowings against lines of credit are at variable interest rates. We had no

amounts outstanding against our lines of credit at December 31, 2025.

A hypothetical adverse 10% movement in market interest rates would not have

materially impacted our financial statements.

At December 31, 2025, we had $1.7 billion in long-term debt of which

$164.3 million is floating interest rate debt. A hypothetical adverse 10%

movement in market interest rates would not have materially impacted our

financial statements as the increased interest expense would have been

completely offset by increased interest income from our variable rate financial

assets.

Credit risk

Financial instruments that potentially subject us to concentrations of credit risk

are cash and cash equivalents, financial assets, and accounts receivable. We

attempt to minimize the risks related to cash and cash equivalents and financial

assets by dealing with highly rated financial institutions, and investing in a

broad and diverse range of financial instruments.

We have established guidelines related to credit quality and maturities of

investments intended to maintain safety and liquidity. Concentration of credit

risk with respect to accounts receivable is limited due to a large and diverse

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 53
Operating and Financial Review

customer base, which is dispersed over different geographic areas. Allowances

are maintained for potential credit losses and such losses have historically been

within expected ranges. There were no significant concentrations of credit risk

during the reporting period. The maximum exposure to credit risk is represented

by the carrying amount of each financial asset in the balance sheet.

Credit risk is managed on a total Company basis, except for credit risk relating

to accounts receivable balances. Each local entity is responsible for managing

and analyzing the credit risk for each of their new customers before standard

payment and delivery terms and conditions are offered.

Counterparty risk

The financial instruments used in managing our foreign currency, equity and

interest rate exposures have an element of risk in that the counterparties may be

unable to meet the terms of the agreements. To the extent that derivatives are

not subject to mutual collateralization agreements, we attempt to minimize this

risk by limiting the counterparties to a diverse group of highly rated

international financial institutions. The carrying values of our financial

instruments incorporate the non-performance risk by using market pricing for

credit risk. However, we have no reason to believe that any counterparties will

default on their obligations and therefore do not expect to record any losses as

a result of counterparty default. To minimize our exposure with any single

counterparty, we have entered into master agreements with all derivatives

trading counterparties that require collateralization of the net market value of

outstanding positions.

Commodities

We have exposure to price risk related to anticipated purchases of certain

commodities used as raw materials in our products.

A change in commodity prices may alter the gross margin, but because of the

limited exposure to any single raw material, a price change is unlikely to have

a material unforeseen impact on earnings.

Policy on dividend distribution

To further support shareholder value, QIAGEN implemented a dividend policy

in 2025, and the first annual dividend was paid to shareholders after the

proposal was approved by shareholders at the Annual General Meeting (AGM)

in June 2025.

QIAGEN's objective is to provide shareholders with a steadily increasing

dividend, distributed on an annual basis after the AGM. Each year, the

Managing Board—after receiving prior consent from the Supervisory Board—

presents a dividend proposal at the AGM detailing the suggested payout for

the preceding year. The actual dividend declared depends on the presence of

distributable profits, accumulated earnings and available cash. Any dividend

proposal may also be influenced by factors such as anticipated future liquidity

needs, including investments to expand production capacity, as well as working

capital requirements, financing required for ongoing research and development

initiatives and potential acquisition opportunities. Additionally, any changes in

relevant tax or corporate legislation could impact the dividend proposal.

Dividends are distributed from retained earnings as reported in our annual

financial statements.

Credit rating

We currently do not have a public rating issued by any credit rating agency.

Critical accounting estimates

The preparation of our financial statements in accordance with accounting

principles generally accepted in the United States requires management to

make assumptions that affect the reported amounts of assets, liabilities and

disclosure of contingencies as of the date of the financial statements, as well as

the reported amounts of revenues and expenses during the reporting period.

Critical accounting estimates are those that require the most complex or

subjective judgments, often as a result of the need to make estimates about the

effects of matters that are inherently uncertain. Thus, to the extent that actual

events differ from management’s estimates and assumptions, there could be a

material impact to the financial statements. In applying our critical accounting

estimates, at times we used accounting estimates that either required us to make

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 54
Operating and Financial Review

assumptions about matters that were highly uncertain at the time the estimate

was made, or it is reasonably likely that changes in the accounting estimate

may occur from period to period that would have a material impact on the

presentation of our results of operations, financial position or cash flows. Our

critical accounting estimates are those related to income taxes, share-based

compensation, acquisitions, amortized intangible assets, and fair value

measurements.

Income taxes

Calculation of our tax provision is complex due to our international operations

and the multiple taxing jurisdictions in which we operate. Some of our deferred

tax assets relate to net operating losses (NOL). The utilization of NOLs is not

assured and is dependent on generating sufficient taxable income in the future.

To the extent that our estimates of future taxable income are insufficient to utilize

all available NOLs, a valuation allowance will be recorded in the provision for

income taxes in the period the determination is made, and the deferred tax

assets will be reduced by this amount, which could be material. In the event that

actual circumstances differ from management’s estimates, or to the extent that

these estimates are adjusted in the future, any changes to the valuation

allowance could materially impact our financial position and results of

operations.

The calculation of our tax liabilities involves dealing with uncertainties in the

application of complex tax laws and regulations in many jurisdictions across

our global operations.The U.S. accounting standard that governs how

companies record and disclose income taxes in their financial statements, ASC

740, states that a tax benefit from an uncertain tax position may be recognized

when it is more likely than not that the position will be sustained upon

examination, including resolutions of any related appeals or litigation processes

on the basis of technical merits. We record unrecognized tax positions in

accordance with ASC 740 and adjust these liabilities when our judgment

changes as a result of the evaluation of new information not previously

available. Because of the complexity of some of these uncertainties, the ultimate

resolution may result in a payment that is materially different from our current

estimate of the unrecognized tax liabilities. These differences will be reflected

as increases or decreases to income tax expense in the period in which the new

information is available.

Share-based compensation

Our stock plan allows for the granting of stock rights, incentive stock options, as

well as for non-qualified options, stock grants and stock-based awards. We

grant performance-based stock units subject to performance periods of three

years. Thus, the estimates of performance achieved during the performance

period may be subject to significant changes from period to period as the

performance is completed. Any increase or decrease in share-based

compensation expense resulting from an adjustment in the estimated shares to

be released is treated as a cumulative catch-up in the period of adjustment. If

any of the assumptions or estimates used change significantly, share-based

compensation expense may differ materially from what we have recorded in the

current period.

Acquisitions

In line with our strategy,we enter into business combinations and must

determine whether an acquired entity is considered to be a business or an asset

or group of assets. A portion of the purchase price can only be allocated to

goodwill in a business combination. Transaction costs are expensed in a

business combination, yet capitalized in an asset acquisition. Contingent

payments and in-process research and development costs are also handled

differently. A set of assets is not a business if substantially all of the fair value of

the acquired gross assets is concentrated in a single asset or group of similar

identifiable assets. In determining whether an acquired entity is considered to

be a business or a set of assets, application of the "substantially all" threshold

requires judgment.

The purchase price allocation for acquisitions of a business requires extensive

use of accounting estimates and judgments to allocate the purchase price to the

identifiable tangible and intangible assets acquired, including in-process

research and development, and liabilities assumed based on their respective

fair values. An acquisition may include contingent consideration as part of the

purchase price. Contingent consideration is accounted for at fair value at the

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 55
Operating and Financial Review

acquisition date, with subsequent changes to the fair value being recognized in

earnings.

We have made several acquisitions of businesses in recent years. The purchase

prices for the acquisitions were allocated to tangible and intangible assets

acquired and liabilities assumed based on their estimated fair values at the

acquisition dates. In most acquisitions, we engage an independent third-party

valuation firm to assist us in determining the estimated fair values of acquired

in-process research and development and identifiable intangible assets. Such a

valuation requires significant estimates and assumptions, including but not

limited to determining the timing and estimated costs to complete the in-process

projects, projecting regulatory approvals, estimating projected revenue and

related growth rates, estimating future cash flows, estimating customer attrition

rates, and developing appropriate discount rates. We believe the estimated fair

values of contingent consideration and assets acquired and liabilities assumed

are based on reasonable assumptions. However, the fair value estimates for the

purchase price allocations may change during the allowable allocation period,

which is up to one year from the acquisition date, if additional information

becomes available.

Amortized intangible assets

We assess amortized intangible assets for impairment immediately upon an

indicator of possible impairment. Intangibles are assessed for recoverability

considering the contract life, where applicable, and the period of time over

which the intangible will contribute to future cash flow. The unamortized cost of

intangible assets, where cash flows are independent and identifiable from other

assets, is evaluated periodically and adjusted, if necessary, if events and

circumstances indicate that a decline in value below the carrying amount has

occurred. Due to the numerous variables associated with our judgments and

assumptions, including assessments about alternative future use, and the effects

of changes in circumstances affecting the valuation, both the precision and

reliability of the resulting estimates are subject to uncertainty. As additional

information becomes known, we may change our estimates.

Fair value measurements

We have categorized our assets and liabilities that are measured at fair value,

based on the priority of the inputs to the valuation techniques, in a three-level

fair value hierarchy: Level 1 - using quoted prices in active markets for identical

assets or liabilities; Level 2 - using observable inputs other than quoted prices;

and Level 3 – using unobservable inputs. We primarily apply the market

approach for recurring fair value measurements, maximize our use of

observable inputs and minimize our use of unobservable inputs. We use the

mid-point price between bid and ask prices for valuing the majority of our

assets and liabilities measured and reported at fair value. In addition to using

market data, we make assumptions in valuing assets and liabilities, including

assumptions about risk and the risks inherent in the inputs to the valuation

technique.

Certain derivative instruments, which are classified in Level 2 of the fair value

hierarchy, are valued using industry-standard models that consider various

inputs, including time value, volatility factors, and current market and

contractual prices for the underlying instruments, as well as other relevant

economic measures. Substantially all of these inputs are observable in the

marketplace throughout the full term of the instrument, can be derived from

observable data, or are supported by observable prices at which transactions

are executed in the marketplace.

Certain acquisitions involve contingent consideration, the payment of which is

contingent on the occurrence of future events. Contingent consideration is

classified in Level 3 of the fair value hierarchy and is initially recognized at fair

value as a cost of the acquisition. After the acquisition, the contingent

consideration liability is remeasured each reporting period. The fair value of

contingent consideration is measured predominantly on unobservable inputs

such as assumptions about the likelihood of achieving specified milestone

criteria, projections of future financial performance, assumed discount rates,

and assumed weightings applied to potential scenarios in deriving a probability

weighted fair value. Significant judgment is used in developing these estimates

and assumptions both at the acquisition date and in subsequent periods. If

actual events differ from management's estimates, or to the extent these

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 56
Operating and Financial Review

estimates are adjusted in the future, our financial position or results of

operations could be affected in the period of any change.

Additionally, our Level 3 instruments include nonmarketable equity security

investments. Under the measurement alternative, the carrying value is measured

at cost, less any impairment, plus or minus changes resulting from observable

price changes in orderly transactions for identical or similar investments of the

same issuer. Adjustments are determined primarily based on a market

approach as of the transaction date.

For other fair value measurements, we generally use an income approach to

measure fair value when there is not a market observable price for an identical

or similar asset or liability. This approach utilizes management’s best

assumptions regarding expectations of projected cash flows, and discounts the

expected cash flows using a commensurate risk-adjusted discount rate.

The above listing is not intended to be a comprehensive list of all our

accounting policies. In many cases, the accounting treatment of a particular

transaction is specifically dictated by generally accepted accounting principles

in the United States, with limited or no need for management’s judgment. There

are also areas in which management’s judgment in selecting available

alternatives may or may not produce a materially different result. See our

audited consolidated financial statements and notes thereto in this Annual

Report, containing a description of accounting policies and other disclosures

required by generally accepted accounting principles in the United States.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 57
QIAGEN Shares

Market environment

In 2025, the global economy continued to expand at a moderate pace as

inflation pressures eased and financial conditions stabilized in many major

markets. While growth remained below the long-term pre-pandemic average,

improved investor sentiment and resilient corporate results supported another

positive year for global equity markets.

In the United States, major equity indices delivered strong returns, driven

largely by continued momentum in technology and innovation-led sectors as

well as improving macroeconomic visibility. The S&P 500 gained about 16%

during the year, supported by solid corporate earnings and sustained investor

interest in artificial intelligence and digital transformation across industries.

European equity markets also delivered strong performance. The German DAX

Index posted gains of more than 20% in 2025, reflecting improving sentiment

toward European equities, declining inflation and continued demand for

globally competitive industrial and technology companies.

Within the life sciences and diagnostics sector, equity performance was more

mixed. After several years of extraordinary pandemic-driven demand, many

companies continued to adjust to more normalized market conditions. Investor

focus shifted toward companies demonstrating strong operational execution,

resilient recurring revenue streams and clear long-term innovation pipelines.

Global shares listed in the U.S. and Europe

QIAGEN's global shares have been traded in the United States since 1996

and are currently traded on the New York Stock Exchange (NYSE: QGEN) and

in Germany on the Frankfurt Stock Exchange (XETRA: QIA) since 1997. Since

2003, they have also been listed in the Frankfurt exchange's Prime Standard

segment, which requires stricter reporting and transparency standards, and are

traded on both the XETRA electronic platform and the Frankfurt Börse floor.

These shares provide equal rights to all shareholders and are available for

trading in U.S. dollars or euros on either exchange.

QIAGEN's listing on the NYSE allows us to tap into a broad base of

international investors, particularly in the U.S. The NYSE listing supports our

visibility in North American markets, where our products are widely used in

research and healthcare.

Our listing on the Frankfurt Stock Exchange caters to investors who want to

invest in QIAGEN through the euro and reflects the integration of QIAGEN into

the European economic landscape as a company headquartered in the

Netherlands along with a strong presence in Germany.

The dual listing on these important stock exchanges enhances QIAGEN’s global

investor base and improves liquidity for our Global Shares while increasing the

opportunity to attract investors, particularly those in the U.S. restricted to

holding only U.S. dollar-denominated investments, as well as international

investors who cannot invest in U.S. dollars.

Share price and liquidity

In 2025, QIAGEN, listed as QGEN on the NYSE and QIA on the Frankfurt

Stock Exchange, traded in a stable range amid mixed conditions for the Life

Sciences and diagnostics sector. On the NYSE, QGEN ended the year up

about 1%, while on the Frankfurt Exchange, QIA declined about 10%,

mirroring the results on the NYSE generally, in addition to weaker trends of the

euro against the U.S. dollar.

QIAGEN’s share performance reflected the continued normalization of demand

across the life sciences tools and diagnostics sector following the pandemic

period. While performance lagged the broader U.S. equity market, which

delivered strong gains in 2025, QIAGEN’s results were broadly in line with

industry peers and stronger than some companies that faced more significant

post-pandemic adjustments.

Our shares continued to offer high liquidity, with an average daily trading

volume of approximately 1.86 million in 2025, of which about 1.32 million

traded in the U.S. and about 0.54 million traded in Germany.

As of December 31, 2025, the free float, which affects weighting of QIAGEN

shares in various indexes, was approximately 99%.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 58
QIAGEN Shares

Shareholder structure

QIAGEN has a well-diversified, global investor base that includes over 400

identified institutional investors, with approximately 52% of shares held in

North America, 38% in Europe and the remainder in other regions. As of year

end of 2025, the Managing Board and Supervisory Board collectively held less

than 1% of QIAGEN’s outstanding common shares.

Market capitalization

	2025
Year-end market capitalization (in $ million)	9,755
Year-end market capitalization (in € million)	8,385

Annual shareholder meeting

At the Annual General Meeting on June 26, 2025, in Venlo, the Netherlands,

shareholders overwhelmingly approved all agenda items. A total of 80% of

QIAGEN shares were voted at the meeting, representing approximately 175.0

million of QIAGEN's 217.7 million issued shares as of the record date. Details

of attendance and voting results are available at corporate.QIAGEN.com.

Investor relations and shareholder engagement

QIAGEN is dedicated to providing shareholders, analysts and global

communities with clear, comprehensive and accessible information about its

performance, strategy, vision, mission and future prospects. Engagement efforts

include individual calls, roadshows and participation in broker-sponsored

investor conferences.

QIAGEN's Investor Relations team has been consistently recognized as having

one of the top teams in the EMEA region within the MedTech industry.

Investor events hosted by QIAGEN have been recognized for improving

investor access through our virtual "Deep Dive" format. Since December 2024,

we have held three publicly announced Deep Dive events to increase

transparency about our growth pillars, including virtual one-hour sessions.

2025 Shareholder Structure by Geography

5645

2025 Shareholder Structure by Investor Type

5649

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 59
QIAGEN Shares

QIAGEN share indexes and prices - USA (NYSE)

Our shares have traded on the New York Stock Exchange (NYSE) since 2018

under the symbol QGEN. Before that, they traded on Nasdaq under the same

symbol after our initial public offering (IPO) in 1996.

New York Stock Exchange (NYSE)	2025
Year-end price	$44.97
High	$51.88
Low	$37.63
Average daily trading volume (in million shares)	1.32

The following tables set forth the annual high and low sale prices for the past

five years, the quarterly high and low sale prices for the past two years and the

monthly high and low sale prices for the past six months on the NYSE.

	High ($)	Low ($)
Annual:
2021	59.00	45.58
2022	55.12	40.38
2023	51.18	34.74
2024	47.44	39.03
2025	51.88	37.63			High ($)	Low ($)
---	---	---
Quarterly 2024:
First Quarter	45.87	42.08
Second Quarter	46.01	39.03
Third Quarter	47.44	39.73
Fourth Quarter	46.66	40.35
Quarterly 2025:
First Quarter	47.93	37.63
Second Quarter	48.36	38.13
Third Quarter	51.88	43.74
Fourth Quarter	49.59	42.82
Quarterly 2026:
First Quarter (through March 16)	57.82	40.28			High ($)	Low ($)
---	---	---
Monthly:
October 2025	49.59	44.85
November 2025	48.69	42.82
December 2025	48.13	44.51
January 2026	57.82	46.07
February 2026	53.30	47.37
March 2026 (through March 16)	49.71	40.28
QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 60
---	---	---	---	---	---
QIAGEN Shares

QIAGEN share indexes and prices - Germany (XETRA)

Our shares have traded on the Frankfurt Stock Exchange (Xetra) under the

symbol QIA since a secondary IPO in September 1997. In September 2021,

QIAGEN joined the DAX Index of the 40 largest German blue-chip companies

by market capitalization, placing us among the country's top publicly traded

companies.

Frankfurt Stock Exchange (XETR)	2025
Year-end price	€38.66
High	€46.21
Low	€32.50
Average daily trading volume (in million shares)	0.54

The following tables set forth the annual high and low sale prices for the past

five years, the quarterly high and low sale prices for the past two years and the

monthly high and low sale prices for the past six months on the Frankfurt Stock

Exchange.

	High (€)	Low (€)
Annual:
2021	51.56	37.38
2022	49.37	37.95
2023	48.36	32.74
2024	44.13	36.59
2025	46.21	32.50	High (€)	Low (€)
---	---	---
Quarterly 2024:
First Quarter	42.19	38.77
Second Quarter	42.36	36.59
Third Quarter	42.81	36.75
Fourth Quarter	44.13	38.13
Quarterly 2025:
First Quarter	46.21	35.00
Second Quarter	41.51	32.50
Third Quarter	44.45	37.18
Fourth Quarter	42.48	37.00
Quarterly 2026:
First Quarter (through March 16)	48.80	35.28	High (€)	Low (€)
---	---	---
Monthly:
October 2025	42.48	37.77
November 2025	42.09	37.00
December 2025	41.38	37.79
January 2026	48.80	38.25
February 2026	45.03	40.07
March 2026 (through March 16)	42.52	35.28

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 61
Corporate Governance
62	Governance Structure
---	---
64	Managing Board
66	Supervisory Board
72	Board-Related Matters
74	Shareholder Meetings and Share Capital
80	Additional Information
85	Compensation of Managing Board Members and Supervisory Directors
QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 62
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Governance Structure

We understand the significance of clear and transparent corporate governance

rules and have aligned our internal organization and processes with these

principles where appropriate. This section provides an overview of our

corporate governance structure and includes details of the information required

under the Dutch Corporate Governance Code 2025 (published at

www.mccg.nl) (the Dutch Code).

The Dutch Code is applicable to QIAGEN N.V. (in the following, also referred

to as QIAGEN or the Company) as a publicly listed company incorporated

under the laws of the Netherlands with a registered seat in Venlo, Netherlands.

The Dutch Code contains the principles and concrete provisions which the

persons involved in a listed company (including Managing Board members and

Supervisory Board members) and stakeholders should observe in relation to one

another.

QIAGEN is a "Naamloze Vennootschap," or N.V., a Dutch limited liability

company similar to a corporation in the United States. We have a two-tier

board structure under which QIAGEN is managed by a Managing Board that

consists of executive management and acts under the supervision of an

independent Supervisory Board (non-executives).

It is in the interest of QIAGEN and all of our stakeholders, including

shareholders, that each board performs its functions appropriately with a clear

division of responsibilities, inclusive of interactions with the General Meeting of

Shareholders (General Meeting) and the external auditor, to operate in a well-

functioning system of checks and balances.

The Supervisory Board follows the principle of increasing stakeholder value and

has always pursued the highest standards in corporate governance.

QIAGEN is committed to ensuring a corporate governance structure that best

suits its business and stakeholders and that complies with relevant rules and

regulations. Our corporate governance practices are generally derived from the

provisions of the Dutch Civil Code and the Dutch Corporate Governance Code,

although there are some minor deviations due to factors such as legal

requirements imposed by other jurisdictions in which QIAGEN's shares are

listed as well as due to industry standards. A brief summary of the principal

differences is presented in the section Dutch Corporate Governance Code -

Comply or Explain.

Requirements – U.S.

Our global shares are registered and traded in the United States on the New

York Stock Exchange (NYSE). Consequently, we must comply with requirements

of U.S. legislation, such as the Sarbanes-Oxley Act of 2002, as well as other

regulations enacted under U.S. securities law. In addition, we are subject to the

NYSE listing standards that are applicable to "foreign private issuers" such as

QIAGEN. A brief summary of the principal differences is presented under the

section NYSE Exemptions.

Requirements – EU and Germany

Our global shares are also listed in Germany on the Frankfurt Stock Exchange

in the Prime Standard segment, where QIAGEN is a member of the DAX Index

of the 40 largest blue-chip stocks in Germany. QIAGEN is also a member of

the TecDAX Index composed of the country’s leading technology companies.

Accordingly, we are required to follow the applicable European regulations

and German capital market laws, in particular the EU Market Abuse Regulation

No 596/2014 and the German Securities Trading Act

(Wertpapierhandelsgesetz).

We believe all of our operations are carried out in accordance with legal

frameworks, including Dutch Corporate Law, U.S. laws and regulations, EU

regulations and applicable German and U.S. capital market laws.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 63
Governance Structure

QIAGEN operates under a two-tier corporate structure

	General Meeting
	•Each share carries one vote<br><br>•Decisions on key topics (e.g., authorizations to Supervisory Board to issue shares and repurchase shares,<br><br>adoption of the remuneration policies for the Managing Board and Supervisory Board and the appointment<br><br>of independent auditors)
	Reports to	Elects and ratifies				Reports to	Elects and ratifies
				Close cooperation<br><br>for the benefit of<br><br>the company
Executive Committee	Managing Board					Supervisory Board
•Comprised of experienced leaders<br><br>across the company allowing for<br><br>functions, businesses and markets to<br><br>be represented at the highest level<br><br>•The Managing Board is accountable<br><br>for the actions and decisions by the<br><br>Executive Committee	•Top management body of<br><br>QIAGEN N.V.<br><br>•Decisions on issues of business policy<br><br>and corporate strategy as well as<br><br>annual and multi-year plans					•Three committees<br><br>–Audit<br><br>–Compensation & Human Resources<br><br>–Nomination & Governance
			Informs and<br><br>reports to
			Advises, oversees,<br><br>approves
					Reports to	Selects
			Reports to		Scientific Advisory Board
					•Provides insights to support discussions<br><br>on breakthrough innovations
			Selects
QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 64
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Managing Board

General

Charged with ensuring the continued success of QIAGEN and its subsidiaries,

the Managing Board sets the strategic direction, with a particular focus on

sustainable long-term value creation. It is tasked with developing and enforcing

policies, monitoring worldwide business functions and risk management, and

upholding financial integrity and conformity with pertinent legislation. The

Managing Board has chosen to work with an Executive Committee, which is

responsible for carrying out operational tasks. The Managing Board oversees

how the Executive Committee performs and assumes responsibility for its

decisions and actions. Through its leadership, the board steers QIAGEN

toward its goals and accomplishments across all regions.

The Managing Board is also responsible for financing, managing the risks

associated with our business activities and complying with all relevant

legislation and regulations. The Managing Board (specifically the Chief

Financial Officer) is informed of the findings of the Internal Audit function,

which operates under the direct responsibility of the Supervisory Board through

the Audit Committee.

The Managing Board provides timely information to the Supervisory Board for

discussions on the development of QIAGEN and, in particular, reviews internal

risk management and control systems with the Audit Committee.

The Managing Board is accountable for the performance of its duties to the

Supervisory Board and the General Meeting. In discharging its duties, the

Managing Board takes into account the interests of all stakeholders, including

shareholders, in a commitment to sustainable long-term value creation.

Composition and appointment

The Managing Board consists of one or more members as determined by the

Supervisory Board. The Managing Board members are appointed by the

General Meeting upon a binding nomination by the Joint Meeting of the

Supervisory Board and the Managing Board (the Joint Meeting). The General

Meeting may overrule the binding nature of any nomination by a resolution

adopted by at least a two-thirds majority of the votes cast, if such majority

represents more than half of the issued share capital.

Managing Board members are appointed annually for one-year terms for the

period beginning on the day following the Annual General Meeting up to, and

including, the day of the Annual General Meeting held in the following year.

Managing Board members may be suspended and dismissed by the General

Meeting by a resolution adopted by a two-thirds majority of the votes cast, if

such majority represents more than half of the issued share capital, unless the

proposal was made by the Joint Meeting, in which case a simple majority of

votes cast is sufficient. Furthermore, the Supervisory Board may, at any time,

suspend (but not dismiss) a member of the Managing Board.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 65
Managing Board

Managing Board

The following were our Managing Board members for the year ended

December 31, 2025:

	Thierry Bernard joined QIAGEN in February<br><br>2015 to lead our growing presence in molecular<br><br>diagnostics, which involves the application of<br><br>Sample to Insight solutions for molecular testing in<br><br>human healthcare. He was named Chief<br><br>Executive Officer in March 2020 after serving in<br><br>this role on an interim basis and became a<br><br>member of the Managing Board in 2021. Before<br><br>joining QIAGEN, Mr. Bernard spent 15 years at<br><br>bioMérieux SA in roles of increasing<br><br>responsibility, most recently serving as Corporate<br><br>Vice President for Global Commercial<br><br>Operations, Investor Relations and the Greater<br><br>China Region. Earlier in his career, he held senior<br><br>management positions at several other leading<br><br>international companies. In 2024, he joined the<br><br>Board of Directors of Neogen Corporation and<br><br>from March 2023 until January 2026, he served<br><br>as Chair of the AdvaMedDx Board of Directors, a<br><br>U.S. industry trade association. Mr. Bernard has<br><br>earned degrees and certifications from Sciences<br><br>Po, LSE, the College of Europe, Harvard Business<br><br>School, Centro de Comercio Exterior de<br><br>Barcelona and has been appointed Conseiller du<br><br>Commerce Extérieur by the French government.<br><br>Mr. Bernard will step down as CEO after the<br><br>appointment of a successor which is planned to<br><br>occur in 2026.
Thierry<br><br>Bernard
Chief Executive Officer<br><br>(1964, U.S./French)		Roland Sackers joined QIAGEN in 1999 as<br><br>Vice President Finance and has been Chief<br><br>Financial Officer since 2004. In 2006, Mr.<br><br>Sackers became a member of the Managing<br><br>Board. From 1995 to 1999, he was an auditor at<br><br>Arthur Andersen Wirtschaftsprüfungsgesellschaft<br><br>Steuerberatungsgesellschaft. Since 2019, Mr.<br><br>Sackers has served on the Supervisory Board of<br><br>Evotec SE, a publicly listed company based in<br><br>Germany, becoming Chair of the Audit<br><br>Committee in 2019 and Vice Chair of the<br><br>Supervisory Board in 2021. He is also Chair of<br><br>the Board of the German industry association BIO<br><br>Deutschland. Mr. Sackers earned his Diplom-<br><br>Kaufmann from the University of Münster.
---	---
Roland<br><br>Sackers
Chief Financial Officer<br><br>(1968, German)

Executive Committee

Our Managing Board, which has two members, has chosen to work with an

Executive Committee and is accountable for the actions and decisions of the

Executive Committee. The Executive Committee is comprised of the CEO, the

CFO and certain experienced leaders, allowing for functions, businesses and

markets to be represented at the highest levels. Under the leadership of the

CEO, the members of the Executive Committee share powers and

responsibilities for the operational management of the Company and the

achievement of its objectives and results.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 66
Supervisory Board

General

The Supervisory Board supervises the policies of the Managing Board, the

general course of our business and our strategy for, among other things,

sustainable long-term value creation. The Supervisory Board assists the

Managing Board by providing advice related to the business activities of

QIAGEN. Meetings are held in the absence of the Managing Board for select

topics at each regular meeting. In discharging its duties, the Supervisory Board

takes into account the interests of QIAGEN and all stakeholders, including

shareholders, in its aim to create long-term value. The Supervisory Board is

responsible for the quality of its own performance. In this respect, the

Supervisory Board conducts an annual self-evaluation which periodically takes

place under the supervision of an external expert. Our Supervisory Board has

specified matters requiring its approval, including decisions and actions that

would fundamentally change our assets, financial position or results of

operations.

Composition and appointment

The Supervisory Board consists of at least three members, or a larger number as

determined by the Joint Meeting. Members of the Supervisory Board are

appointed by the General Meeting upon the Joint Meeting having made a

binding nomination for each vacancy. However, the General Meeting may

overrule the binding nature of any nomination by a resolution adopted by at

least a two-thirds majority of the votes cast, if such majority represents more

than half of the issued share capital.

The Supervisory Board shall be composed in a way that enables it to carry out

its duties properly and enables its members to act critically and independently

of one another, of the Managing Board and of any one particular interest. As a

result, the Supervisory Board has adopted a profile, in terms of its size and

composition, that takes into account the nature of our business, its activities and

the desired diversity, expertise and background of the Supervisory Board

members. The Supervisory Board's diverse expertise enables them to assess and

review business implications associated with sustainability targets, ensure

effective risk management and oversee both financial and non-financial

reporting requirements. The current profile of the Supervisory Board can be

found on our website (www.qiagen.com). The Supervisory Board has

appointed a Chair from among its members, who is subject to adhere to the

duties assigned by the Articles of Association and the Dutch Code.

Members of the Supervisory Board are appointed annually for the period

beginning on the day following the Annual General Meeting of our

shareholders up to, and including, the day of the Annual General Meeting held

in the following year. Members of the Supervisory Board may be suspended

and dismissed by the General Meeting by a resolution adopted by a two-thirds

majority of the votes cast, if such majority represents more than half of the

issued share capital, unless the proposal was made by the Joint Meeting, in

which case a simple majority of votes cast is sufficient.

Our Supervisory Board is composed of individuals with diverse expertise,

backgrounds, nationalities and professional experiences, ensuring a well-

rounded and effective leadership team. The desired qualifications and

composition of the Supervisory Board are outlined in its charters, which are

available on our website under "Supervisory Board."

Supervisory Board committees

At the end of 2025, the Supervisory Board had established three Committees --

Audit, Compensation & Human Resources, and Nomination & Governance —

from among its members. (The Science & Technology Committee was

disbanded at the end of 2025 in favor of unifying these discussions in the

Scientific Advisory Board, a group of experts that reports its findings to the

Supervisory Board and Managing Board.)

•Audit Committee – primary responsibilities include serving as an independent

and objective body that monitors QIAGEN’s accounting and financial

reporting processes, internal controls, compliance systems and risk

management, including cyber security risks.

•Compensation & Human Resources Committee – primary responsibilities

include overseeing programs, policies and practices related to human capital

management, including talent development, workplace culture and fair and

inclusive hiring practices.

•Nomination & Governance Committee – primary responsibilities include

defining selection criteria and appointment procedures for members of the

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 67
Supervisory Board

Supervisory Board and Managing Board as well as periodically evaluating

the scope, composition and effectiveness of both boards.

Committee members are appointed annually by the Supervisory Board for one-

year terms. Charters have been approved by the Supervisory Board under

which each of the committees operates. These charters are published on our

website at www.qiagen.com under "Supervisory Board." Additional

committees can be established, or existing committees modified, based on the

terms of the charter, as deemed beneficial.

Independence

QIAGEN is in compliance with the NYSE listing standards that require a

majority of the Supervisory Board Members to be independent.

Additionally, the Dutch Code distinguishes between certain independence

criteria that may be fulfilled by not more than one Supervisory Board member

(e.g., prior employment with the Company, receiving personal financial

compensation from the Company or having an important business relationship

with the Company) and other criteria that may not be fulfilled by more than the

majority of the Supervisory Board members. In some cases, Dutch

independence requirements are more stringent, such as by requiring a longer

“look back” period (five years) for former executives to become Supervisory

Board members.

In other cases, the NYSE rules are more stringent, such as having a broader

definition of disqualifying affiliations. All of our Supervisory Board members are

considered as independent under the Dutch Code and NYSE requirements.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 68
Supervisory Board

Supervisory Board members

The following is a brief summary of Supervisory Board members for the year

ended December 31, 2025:

	Stephen H. Rusckowski joined the<br><br>Supervisory Board in April 2023 and has served<br><br>as Chair of the Supervisory Board since the<br><br>Annual General Meeting in June 2025. He is a<br><br>member of the Compensation & Human<br><br>Resources Committee and since March 2024, he<br><br>has been Chair of the Nomination & Governance<br><br>Committee. He most recently served as Chairman,<br><br>President and Chief Executive Officer of Quest<br><br>Diagnostics. He joined Quest Diagnostics as<br><br>President and Chief Executive Officer in May<br><br>2012 and was named Chairman in 2016. He<br><br>stepped down from his role as President and CEO<br><br>in 2022, and as Chairman in early 2023. Prior<br><br>to joining Quest Diagnostics, Mr. Rusckowski was<br><br>CEO of Philips Healthcare, which he joined in<br><br>2001 when Philips acquired the Healthcare<br><br>Solutions Group that he was leading at Hewlett-<br><br>Packard/Agilent Technologies. Mr. Rusckowski<br><br>also serves on the Board of Directors of Oracle<br><br>Corporation, and previously served as a member<br><br>of the Board of Directors of Tenet Healthcare<br><br>Corporation, Xerox Holdings Corporation,<br><br>Covidien plc and Baxter International Inc. He<br><br>earned a bachelor’s degree in mechanical<br><br>engineering from Worcester Polytechnic Institute<br><br>and a master’s in management from the<br><br>Massachusetts Institute of Technology’s Sloan<br><br>School of Management.
Stephen H.<br><br>Rusckowski
Committees: Compensation & Human<br><br>Resources; Nomination & Governance<br><br>(Chair)<br><br>(1957, U.S.)
	Skills and qualifications
	•Former CEO of Quest Diagnostics, one of the<br><br>world's largest clinical laboratory company<br><br>•Global leader with a strong record of growth<br><br>and operational execution<br><br>•Contributes insights from public company<br><br>boards and governance experience			Metin Colpan, Ph.D., is a co-founder of<br><br>QIAGEN and was the Chief Executive Officer<br><br>and a Managing Director from 1985 to 2003.<br><br>Dr. Colpan has been a member of the<br><br>Supervisory Board since 2004 and has been a<br><br>member of the Nomination & Governance<br><br>Committee since 2015. Prior to co-founding<br><br>QIAGEN, Dr. Colpan was an Assistant<br><br>Investigator at the Institute for Biophysics at the<br><br>University of Düsseldorf. He has extensive<br><br>experience in sample technologies, in particular<br><br>the separation and purification of nucleic acids,<br><br>and has many patents in the field. Dr. Colpan<br><br>obtained his doctorate and master’s degree from<br><br>the Darmstadt Institute of Technology.
---	---
Dr. Metin<br><br>Colpan
Committees: Science & Technology<br><br>(Chair); Nomination & Governance<br><br>(1955, German)
	Skills and qualifications
	•QIAGEN co-founder and former CEO with<br><br>deep institutional knowledge<br><br>•Pioneer in sample technologies and nucleic<br><br>acid purification<br><br>•Contributes deep insight into QIAGEN’s<br><br>technologies, products and strategy
QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 69
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Supervisory Board
	Toralf Haag, Ph.D., joined the Supervisory<br><br>Board and Audit Committee in 2021 and is Chair<br><br>of the Audit Committee. Since September 2024,<br><br>Dr. Haag is Chief Executive Officer and<br><br>Chairman of the Executive Board of Aurubis AG,<br><br>a publicly listed German company. In May 2025,<br><br>Dr. Haag joined the Board of Directors of NV<br><br>Bekaert SA, a publicly listed Belgian company.<br><br>Previously, Dr. Haag was Chief Executive Officer<br><br>and Chairman of the Corporate Board of<br><br>Management of Voith GmbH & Co. KGaA, a<br><br>privately held German technology company.<br><br>Before joining Voith as Chief Financial Officer in<br><br>2016, Dr. Haag served for more than 11 years<br><br>as Chief Financial Officer and member of the<br><br>Executive Committee of Lonza Group AG. Dr.<br><br>Haag earned a degree in business administration<br><br>from the University of Augsburg and a Ph.D. from<br><br>the University of Kiel.
---	---
Dr. Toralf<br><br>Haag
Committee: Audit (Chair and<br><br>Financial Expert)<br><br>(1966, German)
	Skills and qualifications
	•CEO of a global industrial company with<br><br>international leadership experience<br><br>•Former CFO of Lonza with a strong record in<br><br>transformation and operational performance<br><br>•Contributes deep capital markets and financial<br><br>expertise			Ross L. Levine, M.D., joined the Supervisory<br><br>Board and its Science & Technology Committee in<br><br>2016. In 2021, he became Chair of QIAGEN’s<br><br>Scientific Advisory Board. A physician-scientist<br><br>focused on researching and treating blood and<br><br>bone-marrow cancers, Dr. Levine is the Laurence<br><br>Joseph Dineen Chair in Leukemia Research, the<br><br>Chief of Molecular Cancer Medicine and an<br><br>Attending Physician at Memorial Sloan Kettering<br><br>Cancer Center, and Professor of Medicine at<br><br>Weill Cornell Medicine. Board-certified in internal<br><br>medicine and hematology-oncology, Dr. Levine<br><br>received a bachelor’s degree from Harvard<br><br>College and his M.D. from The Johns Hopkins<br><br>University School of Medicine.<br><br>Prof. Dr. Levine stepped down from the<br><br>Supervisory Board in January 2026 following his<br><br>appointment to a new leadership role as Chief<br><br>Scientific Officer at Memorial Sloan Kettering<br><br>Cancer Center. He will continue to lead our<br><br>Scientific Advisory Board.
---	---
Prof. Dr. Ross L.<br><br>Levine
Committee: Science & Technology<br><br>(1972, U.S.)
	Skills and qualifications
	•Leading physician-scientist in oncology and<br><br>molecular cancer medicine<br><br>•Leads discussions on innovation as Chair of<br><br>the QIAGEN Scientific Advisory Board<br><br>•Contributes deep expertise in molecular<br><br>research and emerging clinical trends
QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 70
---	---	---	---	---	---
Supervisory Board
	Bert van Meurs joined the Supervisory Board<br><br>and the Nomination & Governance Committee in<br><br>April 2024. He is a member of the Executive<br><br>Committee at Royal Philips N.V. of the<br><br>Netherlands, where he serves as Executive Vice<br><br>President and Chief Business Leader of Image<br><br>Guided Therapy, and also as Chief Business<br><br>Leader of Precision Diagnosis (ad interim)<br><br>responsible for Diagnosis and Treatment. He has<br><br>more than 40 years of experience since joining<br><br>Philips in 1985 in various global business<br><br>leadership positions. He has a master’s degree in<br><br>physics from the University of Utrecht and a<br><br>degree in business marketing from the Technical<br><br>University of Eindhoven, both in the Netherlands.
---	---
Bert<br><br>van Meurs
Committee: Nomination &<br><br>Governance<br><br>(1961, Dutch)
	Skills and qualifications
	•Global healthcare executive with over 40<br><br>years of leadership at Philips<br><br>•Deep expertise in medical technology,<br><br>imaging and digital health<br><br>•Contributes insights into global healthcare<br><br>markets and innovation trends			Eva van Pelt joined the Supervisory Board and<br><br>the Audit Committee in March 2024. She most<br><br>recently served as Co-CEO and member of the<br><br>Management Board of Eppendorf Group, a<br><br>privately held German Life Sciences company.<br><br>Prior to her time at Eppendorf, she held various<br><br>international management positions of increasing<br><br>responsibility with Siemens, Accenture, Hitachi<br><br>Data Systems and Leica Microsystems. She also<br><br>serves as a member of the Supervisory Board of<br><br>Paul Hartmann AG, a publicly listed German<br><br>healthcare company, and as President of the<br><br>German-Dutch Chamber of Commerce. She<br><br>earned a Diplom-Kauffrau degree from the<br><br>Ludwig-Maximilians-Universität in Munich.
---	---
Eva<br><br>van Pelt
Committee: Audit Committee<br><br>(1965, German)
	Skills and qualifications
	•Former Co-CEO of Eppendorf with deep<br><br>leadership experience in Life Sciences<br><br>•International executive with track record across<br><br>healthcare and technology companies<br><br>•Contributes cross-border business and<br><br>governance experience
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Supervisory Board
	Eva Pisa, Ph.D., joined the Supervisory Board<br><br>and the Compensation & Human Resources<br><br>Committee in 2022. She is an adviser to several<br><br>Life Sciences and diagnostic companies through<br><br>her company piMed Consulting, and she<br><br>previously held senior leadership positions at<br><br>Roche Diagnostics International from 2007 to<br><br>2020, most recently as Senior Vice President at<br><br>Roche Centralized and POC Solutions. Prior to<br><br>joining Roche, she was Chief Executive Officer of<br><br>Sangtec Molecular Diagnostics AB, a Swedish<br><br>start-up, from 2001 to 2007. Dr. Pisa holds a<br><br>Ph.D. from the Karolinska Institutet and an MBA<br><br>from Heriot-Watt University.
---	---
Dr. Eva<br><br>Pisa
	Skills and qualifications
Committees: Compensation & Human<br><br>Resources (Chair)<br><br>(1954, Swedish/Swiss)	•Diagnostics and Life Sciences executive with<br><br>senior leadership experience at Roche<br><br>•Deep expertise in innovation, product market<br><br>development and commercialization<br><br>•Contributes operational experience across<br><br>diagnostics and healthcare companies			Elizabeth E. Tallett joined the Supervisory<br><br>Board and its Audit Committee and<br><br>Compensation & Human Resources Committee in<br><br>2011. In 2016, she joined the Nomination &<br><br>Governance Committee. From 2002 to 2015, she<br><br>was a Principal of Hunter Partners, LLC, a<br><br>management company for pharmaceutical,<br><br>biotechnology and medical device companies,<br><br>and continues to consult with early-stage<br><br>healthcare companies. She previously served as<br><br>President and Chief Executive Officer of Transcell<br><br>Technologies Inc.; President of Centocor<br><br>Pharmaceuticals; Executive Committee member of<br><br>the Parke-Davis; and Director of Worldwide<br><br>Strategic Planning for Warner-Lambert Company.<br><br>Ms. Tallett is a member of the Board of Directors<br><br>of Moderna, Inc., and previously served as Chair<br><br>of the Board of Directors of Elevance Health. She<br><br>was a founding board member of the<br><br>Biotechnology Council of New Jersey. She<br><br>earned bachelor’s degrees in mathematics and<br><br>economics from the University of Nottingham.
---	---
Elizabeth E.<br><br>Tallett
Committees: Audit, Compensation &<br><br>Human Resources, Nomination &<br><br>Governance<br><br>(1949, U.S./British)
	Skills and qualifications
	•Accomplished healthcare and biotech<br><br>executive with deep industry experience<br><br>•Strong background in strategy, business<br><br>development and growth initiatives<br><br>•Contributes extensive public company board<br><br>experience and strategic insight

Mark Stevenson (1962) joined the Supervisory Board in January 2026 and

is a member of the Nomination & Governance committee. He is currently an

Operating Partner at Fivespan Partners and has more than 30 years of

experience in life science technology companies. He most recently served as

Executive Vice President and Chief Operating Officer at Thermo Fisher

Scientific. He previously served as President and Chief Operating Officer at Life

Technologies and President and Chief Operating Officer at Applied Biosystems.

He also serves on the board of directors of Ingersoll Rand Inc.

Lawrence A. Rosen joined the Supervisory Board in 2013 and served as

Chair of the Supervisory Board from 2020 until he stepped down at the Annual

General Meeting in June 2025. He was a member of the Audit Committee and

the Nomination & Governance Committee.

Elaine Mardis, Ph.D., joined the Supervisory Board in 2014 and stepped

down at the Annual General Meeting in June 2025. She was a member of the

Science & Technology and the Compensation & Human Resources Committees.

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Board-Related Matters

Dutch law: Diversity requirements within the Managing Board

and Supervisory Board

On January 1, 2022, a Dutch gender diversity bill became effective. The

gender diversity bill imposes requirements on so-called "large" companies such

as QIAGEN to formulate appropriate and ambitious gender balance targets for

the Supervisory Board, Managing Board and senior management.

Although we are not subject to quota requirements for gender diversity within

the Managing Board and Supervisory Board, we support the trend toward

higher participation of women.

Accordingly, we have established gender balance targets that we consider

appropriate and ambitious as follows:

•Our objective is for at least 40% of the Supervisory Board members to be

women and at least 40% men in the mid-term. As of December 31, 2025,

the Supervisory Board was comprised of three women and five men, or

37.5% women.

•Our current Managing Board consists of two members, the CEO and the

CFO, who are ultimately accountable for the actions and decisions of

QIAGEN. If there is a change of a current Managing Board member, an

expansion in the number or a change in the governance structure, we will

seek to have at least 30% women as members and at least 30% men. We

will consider internal candidates from QIAGEN’s senior management who

fulfill the desired profile for any open position or by defining selection criteria

for new hires that include, among other factors, gender diversity.

•In senior management, our goal is to have at least 40% women and 40%

men in these roles in the mid-term. The number of women in leadership roles

has steadily increased since 2017, with approximately 37% of leadership

roles held by women at the end of 2025.

QIAGEN believes that gender is only one aspect of diversity and strives to

ensure a diverse composition in terms of factors such as age, nationality, public

reputation, industry or academic experience, etc.

	2025	2024
Number of executive members on Managing<br><br>Board	2	2
Number of non-executive members on<br><br>Supervisory Board	8	10
Ratio of women to men (percent):
% of women on the Supervisory Board	37%	40%
% of women on the Managing Board	—%	—%
% of men on the Supervisory Board	63%	60%
% of men on the Managing Board	100%	100%
% of other on the Supervisory Board	—%	—%
% of other on the Managing Board	—%	—%

We are committed to increasing diversity in our pursuit of individuals for these

Boards and senior management roles who offer a unique blend of scientific and

commercial expertise combined with leadership capabilities that will contribute

to the future success of QIAGEN. Management development programs support

the career advancement of leaders regardless of gender and other factors. As a

result, the number of women in key leadership roles, particularly in commercial

and operational positions, has increased within QIAGEN in recent years.

In line with this commitment, our Nomination & Governance Committee will

continue to select future members for the Managing Board and Supervisory

Board with due observance of its aim to ensure a diverse leadership team on

the basis of gender, but also on the basis of other factors -- all without

compromising our commitment to hiring the best individuals for those positions.

We employ based on role requirements and in keeping with local laws.

We select people for roles considering their job-related qualifications, skills and

experience. QIAGEN complies in all cases with applicable equal opportunity

and anti-discrimination laws in all local jurisdictions.

More information about diversity at QIAGEN can be found below under the

section Dutch Corporate Governance Code - Comply or explain.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 73
Board-Related Matters

Culture

At QIAGEN, we foster a culture deeply rooted in quality, ingenuity and

accessibility, reflecting our core brand values. Our purpose – to help customers

advance science and improve patient outcomes – underpins our commitment to

a strong, ethical and inclusive corporate culture. The Management Board

periodically assesses the culture within QIAGEN and whether changes to that

culture are desirable. Currently, the Management Board believes that

QIAGEN’s culture continues to support sustainable long-term value creation,

integrity and transparency. While no fundamental changes to QIAGEN’s

culture are currently considered necessary, we continue to evaluate our culture

and pursue opportunities to strengthen it where appropriate.

Culture’s contribution to long-term value creation

Our EMPOWER culture is intended to encourage employees to take ownership

of their work while remaining accountable for decisions made in the best

interests of QIAGEN, our customers and other stakeholders. This empowerment

supports innovation, collaboration and integrity, which are critical components

of our sustainable long-term value creation.

Our approach to compensation reinforces our EMPOWER cultural aspirations

by rewarding not only what goals are achieved, but also how they are

achieved, helping to align performance with our values and ethical standards.

Governance and compliance: Ensuring ethical conduct

QIAGEN maintains a robust framework of checks and balances to uphold

compliance with laws, ethical standards and healthy business practices:

(1)Corporate Code of Conduct and Ethics – Sets out the standards of integrity

and conduct expected across all levels of the organization and supports

ethical decision-making.

(2)QIAintegrity Line – A web-based, independent and confidential reporting

tool that enables employees and third parties to report suspected

misconduct within QIAGEN or our supply chain, thereby reinforcing

transparency and accountability.

(3)Compliance Committee – Comprising senior executives from various

functions, this committee oversees compliance with our Corporate Code of

Conduct and Ethics and supports the continuous improvement in ethical

governance.

We regularly evaluate the effectiveness of, and compliance with, our Corporate

Code of Conduct and Ethics and related reporting and governance

mechanisms, and remains committed to fostering a culture that supports

sustainable long-term value creation while maintaining high standards of

compliance and integrity.

Conflicts of interest, loans or similar benefits

Resolutions to enter into transactions that may create a conflict of interest

between a member of the Managing Board or Supervisory Board and QIAGEN

– where such transactions could have material significance for either QIAGEN

or the involved member – must be reported to the Supervisory Board for review

and approval.

In 2025, neither QIAGEN nor any of its Supervisory Board members entered

into any such transactions. No credit, loans or similar benefits were granted to

members of the Managing Board or Supervisory Board. Additionally, the

Managing Board and Supervisory Board members did not receive any benefits

from third parties that were either promised or granted in view of their position

with QIAGEN.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 74
Shareholder Meetings and Share Capital

Shareholder meetings

Our shareholders exercise their voting rights through the Annual General

Meeting and through any Extraordinary General Meeting that may be called.

Resolutions at a General Meeting are adopted by an absolute majority of votes

cast, unless a different majority of votes or quorum is required by Dutch law or

the Articles of Association. Each share confers the right to cast one vote.

Furthermore, the Managing Board, or where appropriate the Supervisory

Board, shall provide all shareholders and other stakeholders with equal and

simultaneous public information about any matters deemed to be materially

relevant and could significantly influence QIAGEN's share price.

QIAGEN is required to convene an Annual General Meeting in the

Netherlands within six months following the end of each year. The agenda must

contain certain matters as specified in our Articles of Association and under

Dutch law, including, among other things, the adoption of the Annual Financial

Statements.

Extraordinary General Meetings are held as often as deemed necessary by the

Managing Board or Supervisory Board, or upon a request to the Managing

Board or Supervisory Board by one or more shareholders and other persons

entitled to attend meetings jointly representing (i) at least 40% of our issued

share capital, with those persons jointly being authorized to convene such

meeting themselves in case the boards do not timely comply with the request, in

accordance with the Articles of Association, or (ii) at least 10% of our issued

share capital, with those persons jointly being authorized to convene such

meeting themselves in case the boards do not comply in time with the request,

but only if and to the extent authorized thereto by a competent Dutch court in

accordance with the laws of the Netherlands.

Shareholders are entitled to propose items for the agenda provided that they

hold at least 3% of the issued share capital.

Proposals for agenda items must be submitted at least 60 days prior to the

General Meeting date. The notice convening a General Meeting, accompanied

by the agenda, shall be sent no later than 42 days prior to the meeting date.

QIAGEN informs the General Meeting by means of explanatory notes to the

agenda, providing all information relevant to the proposed resolutions.

Pursuant to the Dutch Code, all transactions between QIAGEN and legal or

natural persons who hold at least 10% of the shares in the Company shall be

agreed on terms that are customary to our industry. Decisions to enter into

transactions in which there are considered to be conflicts of interest of material

significance to the Company and/or to the people involved require the

approval of the Supervisory Board. QIAGEN did not enter into any such

transaction in 2025.

Furthermore, pursuant to the Dutch implementation of the Shareholders Rights

Directive II (SRD II), certain material transactions with related parties (in the

meaning of the standards adopted by the International Accounting Standards

Board and approved by the European Commission) require the approval of the

Supervisory Board or, if all Supervisory Board members are involved in such

transactions, the General Meeting of Shareholders.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 75
Shareholder Meetings and Share Capital

Major shareholders

The following table sets forth certain information concerning the ownership of

our Shares by holders with at least 5% ownership. None of these holders have

any different voting rights than other shareholders.

Name and country of residence	Shares beneficially owned
	Number		Percent ownership(1)
BlackRock, Inc., United States and United Kingdom	20,678,987	(2)	9.53%
Massachusetts Financial Services Company, United States and Canada	25,301,124	(3)	11.66%
Wellington Management Group LLP, United States and United Kingdom	14,137,799	(4)	6.52%

(1)The percentage ownership was calculated based on 216,920,735 Common Shares outstanding as of December 31, 2025.

(2)The 20,678,987 shares attributed to BlackRock, Inc. are reported as of January 31, 2026. Of the 20,678,987 shares attributed to BlackRock Inc. , it has sole voting power over 19,575,569 and sole

dispositive power over all 20,678,987 shares. This information is based solely on the Schedule 13G filed by BlackRock, Inc. with the Securities and Exchange Commission on February 6, 2026, which

reported ownership as of January 31, 2026.

(3)The 25,301,124 shares attributed to Massachusetts Financial Services Company are reported as of March 31, 2025. Of the 25,301,124 shares attributed to Massachusetts Financial Services Company, it

has sole voting power over 22,357,385 and sole dispositive power over all 25,301,124 shares. This information is based solely on the Schedule 13G filed by Massachusetts Financial Services Company

with the Securities and Exchange Commission on May 14, 2025, which reported ownership as of March 31, 2025.

(4)Information is based on a report on Schedule 13G/A jointly filed with the Securities and Exchange Commission on February 10, 2026 by Wellington Management Group LLP, Wellington Group Holdings

LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP. These shares are owned of record by clients of certain investment advisers including Wellington Management

Company LLP (together, the "Wellington Investment Advisers"), of which Wellington Management Group LLP is the parent holding company. Wellington Investment Advisors Holdings LLP controls directly, or

indirectly through Wellington Management Global Holdings, Ltd, the Wellington Investment Advisers. Wellington Investment Advisors Holding LLP is owned by Wellington Group Holdings LLP. Wellington

Group Holdings LLP is owned by Wellington Management Group LLP. According to this Schedule 13G/A, of these 14,137,799 shares, each of Wellington Management Group LLP, Wellington Group

Holdings LLP and Wellington Investment Advisors Holdings LLP have shared voting power over 13,293,220 and shared dispositive power over all 14,137,799 shares as of December 31, 2025.

Wellington Management Company LLP has shared voting power over 12,155,318 shares and shared dispositive power over 12,416,628 shares as of December 31, 2025.

Control of registrant

To our knowledge, QIAGEN is not directly or indirectly owned or controlled by

another corporation, by any foreign government, or by any other natural or

legal person.

As of January 31, 2026, the officers and directors of QIAGEN as a group

beneficially owned approximately 1.0 million Shares, or 0.5% of outstanding

Shares.

United States Shareholdings

As of December 31, 2025 and based on information available to us, 41% of

outstanding common shares were held by approximately 170 registered

holders in the U.S. Since certain of our Shares were held by brokers and

nominees, the number of record holders in the U.S. may not be representative

of the number of beneficial holders, or of where the beneficial holders are

resident.

Holders of any securities with special control rights

Not applicable.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 76
Shareholder Meetings and Share Capital

System of control of any employee share scheme where the

control rights are not exercised directly by the employees

Not applicable.

Restrictions on voting rights

At the General Meeting, each share shall confer the right to cast one vote,

unless otherwise provided by law or our Articles of Association. No votes may

be cast in respect of shares that we or our subsidiaries hold, or by

usufructuaries and pledgees.

All shareholders and other persons entitled to vote at General Meetings are

entitled to attend General Meetings, to address the meeting and to vote.

They must notify the Managing Board in writing of their intention to be present

or represented no later than on the third day prior to the day of the General

Meeting, unless the Managing Board permits notification within a shorter

period of time prior to the Meeting. Subject to certain exceptions, resolutions

may be passed by a simple majority of the votes cast.

Agreements between shareholders which are known to the

company and may result in restrictions on the transfer of

securities and/or voting rights

Not applicable.

Rules governing the appointment and replacement of board

members and amendments of the Articles of Association

Supervisory Board and Managing Board members are appointed annually for

the period beginning on the day following the Annual General Meeting up to,

and including, the day of the Annual General Meeting held the following year.

Managing Board members shall be appointed by the General Meeting upon

the Joint Meeting having made a binding nomination. However, the General

Meeting may overrule the binding nature of a nomination by a resolution

adopted by at least a two-thirds majority of the votes cast, if such majority

represents more than half the issued share capital. This is different from the

provisions of many U.S. corporate statutes, including the Delaware General

Corporation Law, which give the directors of a corporation greater authority in

choosing the executive officers.

Under our Articles of Association, the General Meeting may suspend or dismiss

a Managing Board member at any time. The Supervisory Board shall also be

entitled at all times to suspend (but not to dismiss) a Managing Director. The

Articles of Association also provide that the Supervisory Board may adopt

management rules governing the internal organization of the Managing Board.

The Supervisory Board members shall be appointed by the General Meeting

upon the Joint Meeting having made binding nominations. If a vacancy occurs

in the Supervisory Board during the year, the Supervisory Board may appoint a

new member who will cease to hold office at the next Annual General Meeting,

where this member may stand for appointment to a one-year term along with

other Supervisory Board and Managing Board members. This right is limited to

a number up to one-third of its current members.

Under Dutch law, in the event that there is a conflict of interest between a

Supervisory Board member and QIAGEN involving our business, the involved

Supervisory Board member shall not participate in the discussions and voting

on that matter. Additionally, Dutch law stipulates that a Supervisory or

Managing Board member should report any conflict of interest or potential

conflict of interest in a transaction that is of material significance to the

Company and/or to the member to the Chair of the Supervisory Board without

delay. The Supervisory Board should decide, outside the presence of the

involved Supervisory Board member, whether there is a conflict of interest. If all

Supervisory Board members have a conflict of interest, the relevant resolution

shall be voted on by the General Meeting. Decisions to enter into transactions

under which a Supervisory Board member has a conflict of interest require the

approval of the Supervisory Board.

The Nomination & Governance Committee is primarily responsible for the

preparation of selection criteria and appointment procedures for members of

the Supervisory Board and Managing Board as well as the periodic evaluation

of the scope and composition of the two Boards, including the profile of the

Supervisory Board.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 77
Shareholder Meetings and Share Capital

It also proposes the (re-)appointments of the members for both Boards and

supervises the policy of our Managing Board in relation to selection and

appointment criteria for senior management.

A resolution of the General Meeting to amend our Articles of Association,

dissolve QIAGEN, issue shares or grant rights to subscribe for shares or limit or

exclude any pre-emptive rights to which shareholders shall be entitled is valid

only if proposed to the General Meeting by the Supervisory Board.

A resolution of the General Meeting to amend our Articles of Association is

further only valid if the complete proposal has been made available for

inspection by the shareholders and the other persons entitled to attend General

Meetings at our offices as from the day of notice convening such meeting until

the end of the meeting. A resolution to amend our Articles of Association to

change the rights attached to the shares of a specific class requires the

approval of the relevant class meeting.

Powers of board members, including to issue or buy back shares

The Managing Board manages QIAGEN and is responsible for defining and

achieving QIAGEN’s aims, strategy, policies and results. It is also responsible

for complying with all relevant legislation and regulations, as well as for

managing the risks associated with our business activities and financing

requirements.

The Managing Board provides the Supervisory Board with timely information

necessary for the exercise of the duties of the Supervisory Board, and takes into

account the interests of QIAGEN, its enterprises and all parties involved in

QIAGEN, including shareholders and other stakeholders.

Supervisory Board members have the powers assigned to them by Dutch law,

the Articles of Association and in certain cases powers assigned by the General

Meeting.

The Supervisory Board assists the Managing Board by providing advice

relating to the business activities and strategy. In discharging its duties, the

Supervisory Board also takes into account the interests of QIAGEN, its

enterprise and all parties involved in QIAGEN, including shareholders and

other stakeholders.

On June 26, 2025, the General Meeting authorized the Supervisory Board until

December 26, 2026 (i) to issue a number of ordinary shares and financing

preference shares and grant rights to subscribe for such shares, the aggregate

par value of which shall be equal to the aggregate par value of fifty percent

(50%) of the shares issued and outstanding in the capital of the Company as at

December 31, 2024, as included in the Annual Accounts for Calendar Year

2023 and (ii) to restrict or exclude the pre-emptive rights with respect to issuing

ordinary shares or granting subscription rights, the aggregate par value of such

shares or subscription rights shall be up to a maximum of ten percent (10%) of

the aggregate par value of all shares issued and outstanding in the capital of

the Company as at December 31, 2024.

We may acquire our own shares, subject to certain provisions of Dutch law and

our Articles of Association, if (i) shareholders’ equity less the payment required

to make the acquisition does not fall below the sum of paid-up and called-up

capital and any reserves required by Dutch law or the Articles of Association,

and (ii) we and our subsidiaries would not thereafter hold shares with an

aggregate nominal value exceeding half of our issued share capital. Shares

that we hold in our own capital or shares held by one of our subsidiaries may

not be voted. The Managing Board, subject to the approval of the Supervisory

Board, may effect the acquisition of shares in our own capital. Our acquisitions

of shares in our own capital may only take place if the General Meeting has

granted to the Managing Board the authority to effect such acquisitions. Such

authority may apply for a maximum period of eighteen months and must specify

the number of shares that may be acquired, the manner in which shares may

be acquired and the price limits within which shares may be acquired. Dutch

corporate law allows for the authorization of the Managing Board to purchase

a number of shares equal to up to 50% of the Company’s issued share capital

on the date of the acquisition.

On June 26, 2025, the General Meeting resolved to extend the authorization

of the Managing Board in such manner that the Managing Board may cause us

to acquire shares in our own share capital, for an 18-month period beginning

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 78
Shareholder Meetings and Share Capital

June 26, 2025, until December 26, 2026, without limitation at a price between

one euro cent (EUR 0.01) and one hundred ten percent (110%) of the higher of

the average closing price of our shares on the New York Stock Exchange or, as

applicable, the Frankfurt Stock Exchange, for the five trading days prior to the

day of purchase, or, with respect to preference and financing preference

shares, against a price between one euro cent (EUR 0.01) and three times the

issuance price and in accordance with applicable provisions of Dutch law and

our Articles of Association.

Significant agreements to which the company is a party and

which take effect after or terminate upon a change of control of

the company following a takeover bid

Certain other provisions of our Articles of Association allow us, under certain

circumstances, to prevent a third party from obtaining a majority of the voting

control of our common shares through the issuance of preference shares.

Pursuant to our Articles of Association and the resolution adopted by our

General Meeting, our Supervisory Board is entitled to issue preference shares in

case of an intended takeover of our Company by (i) any person who alone or

with one or more other persons, directly or indirectly, have acquired or given

notice of an intent to acquire (beneficial) ownership of an equity stake which in

aggregate equals 20% or more of our share capital then outstanding or (ii) an

“adverse person” as determined by the Supervisory Board. If the Supervisory

Board opposes an intended takeover and authorizes the issuance of preference

shares, the bidder may withdraw its bid or enter into negotiations with the

Managing Board and/or Supervisory Board and agree on a higher bid price

for our Shares.

In 2004 (as amended in 2012), we granted an option to the Stichting

Preferente Aandelen QIAGEN (the “Foundation” (Stichting)), whereby the

exercise of the option by the Foundation is subject to the conditions described

in the paragraph above and which option allows the Foundation to acquire

preference shares. The option enables the Foundation to acquire such number

of preference shares as equals the number of our outstanding common shares

at the time of the relevant exercise of the right less one share. When exercising

the option and exercising its voting rights on such shares, the Foundation must

act in our interest and the interests of our stakeholders. The purpose of the

Foundation option is to prevent or delay a change of control that would not be

in the best interests of us and our stakeholders. An important restriction on the

Foundation’s ability to prevent or delay a change of control is that issuing

(preference or other) protective shares enabling the Foundation to exercise 30%

or more of the voting rights without the obligation to make a mandatory offer

for all shares held by the remaining shareholders, is only allowed after a public

offer has been announced by a third party. In addition, the holding of such a

block of shares by the Foundation is restricted to two years and, as a

consequence, the size of the protective stake will need to be decreased below

the 30% voting rights threshold before the two-year period lapses.

Pursuant to our stock plans, the vesting and exercisability of certain stock rights

will be accelerated in the event of a change of control, as defined in the

agreements under the 2014 and 2023 Stock Plans. Further, certain of our

employment contracts contain provisions which guarantee the payments of

certain amounts in the event of a change in control, or if the executive is

terminated for reasons other than cause, as defined in the agreements.

Agreements between the company and its board members

or employees providing for compensation in case of resignation

or termination without valid reason or if employment ceases

due to a change of control

The Managing Board members are appointed annually to one-year terms by the

General Meeting upon a binding nomination by the Joint Meeting. Further, the

Managing Board members have entered into employment agreements with

QIAGEN N.V. and other QIAGEN affiliates. The terms of these agreements

vary for each Managing Board member due to individual arrangements, and

these go beyond the one-year term of appointment as Managing Directors.

These agreements cannot be terminated without cause and, absent such cause,

have to be fulfilled under the terms. These agreements contain provisions that

guarantee certain payments in the event of a change in control, as defined in

the agreements. There are no arrangements for any extra compensation in case

of resignation or termination.

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Shareholder Meetings and Share Capital

The Supervisory Board members are also appointed annually by the General

Meeting upon a binding nomination by the Joint Meeting.

There are no additional employments in place and there are no arrangements

for any extra compensation in case of resignation or termination.

The General Meeting determines the remuneration of the members of the

Supervisory Board.

Reporting in accordance with Directive 2004/25/EC of the

European Parliament and of the Council of April 21, 2004, on

takeover bids

Not applicable.

Structure of our capital, including securities which are not

admitted to trading on a regulated market in a member state of

the European Union

The authorized classes of our shares consist of common shares,financing

preference shares and preference shares. No financing preference shares or

preference shares have been issued.

As of December 31, 2025, a total of approximately 216.9 million common

shares were outstanding, with an additional 11.4 million reserved under stock

plans, including shares subject to outstanding awards. Additionally, convertible

debts discussed further in Note 16 "Debt," cover an aggregate of 19.8 million

underlying shares of common stock or up to a maximum of 27.1 million shares,

subject to customary adjustments under certain circumstances.

Shares - restrictions on the transfer of securities

Our shares are issued in registered form only. No share certificates are issued

for our shares, which are registered in our Shareholders' Register with Equiniti

Trust Company, LLC, our transfer agent and registrar in New York.

The transfer of registered shares requires a written instrument of transfer and the

written acknowledgment of such transfer by QIAGEN or the New York Transfer

Agent (in our name).

Anti-takeover measures

In 2004, the Supervisory Board granted an option to the Dutch Foundation

Stichting Preferente Aandelen QIAGEN that allows the Foundation to acquire

preference shares from QIAGEN if (i) a person has (directly or indirectly)

acquired or has expressed a desire to acquire more than 20% of our issued

share capital, or (ii) a person holding at least a 10% interest in the share

capital has been designated as a hostile person by our Supervisory Board. The

option enables the foundation to acquire preference shares equal to the number

of our outstanding common shares at the time of the relevant exercise of the

right, less one share. When exercising the option and exercising its voting

rights on these shares, the foundation must act in the interest of QIAGEN and

the interests of our stakeholders. No preference shares are currently

outstanding.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 80
Additional Information

Cyber security

Cyber security risks are managed at multiple levels throughout the Company

and are considered in the context of our overall Enterprise Risk Management as

discussed under Risks and Risk Management. Cyber security risks facing our

business that are reasonably likely to materially affect us, including our business

strategy, results of operations or financial condition, are described in Risks and

Risk Management under “We rely on up-to-date systems and strong processes

to meet evolving cyber laws, strong cyber security governance and standards, if

our cyber security governance, data‑security practices or critical systems fail to

keep pace with evolving requirements, we may face unauthorized access,

operational disruptions, fines and reputational harm.” In the past three years

through the date of this annual report, there have been no breaches of cyber

security or other related risk threats that have, or are reasonably likely to have,

a material impact to our business. We have not incurred any material expenses

and have not incurred any penalties or settlements.

Cyber security risk management and strategy

Embedded in our risk management strategy, we maintain a cyber security

program to identify and assess material risks to ensure the confidentiality,

integrity and availability of our information assets and to ensure our IT systems

operate effectively. Reporting to our Chief Financial Officer, our Chief

Information Security Officer (CISO) is responsible for our enterprise and cyber

risk management program. A subject-matter expert with more than a decade of

experience leading information security programs, our CISO is supported by a

global team of security professionals. These security professionals focus on

information security and evaluate our global processes and relevant cyber

security threats. The severity and materiality of incidences are address through

an incident reporting process and, if necessary, are escalated internally to

senior management, who assess the need for public disclosure.

Our cyber security program includes appropriate testing and training, and we

engage third parties in connection with such processes to ensure the

effectiveness of our cyber security controls. Additionally, relevant third-party

service providers are subject to cyber security review.

Cyber security governance

The Managing Board is ultimately responsible for cyber security management,

which is overseen by our Audit Committee, a committee of our Supervisory

Board. The CISO reports cyber security risks and incidents to the Audit

Committee. This reporting includes an update on cyber risk management,

internal security awareness testing results, cyber incident response and planned

improvements. In the event of a material incidence, the Audit Committee would

be informed in a timely manner and kept updated regarding the mitigation and

remediation of such an incidence. They would also be involved in the

assessment of any public disclosure.

Stock plans

The stock plan is administered by the Compensation & Human Resources

Committee of the Supervisory Board, which selects participants from among

eligible employees, consultants and directors, and determines the number of

shares subject to the stock-based award, the length of time the award will

remain outstanding, the manner and time of the award's vesting, the price per

share subject to the award, and other terms and conditions of the award

consistent with the Plan. The Compensation & Human Resources Committee's

decisions are subject to the approval of the Supervisory Board.

The Compensation & Human Resources Committee has the power, subject to

Supervisory Board approval, to interpret the plans and to adopt such rules and

regulations (including the adoption of “sub plans” applicable to participants in

specified jurisdictions) as it may deem necessary or appropriate. The

Compensation & Human Resources Committee or the Supervisory Board may,

at any time, amend the plans in any respect, subject to Supervisory Board

approval. Exceptions apply, including (i) no amendment that would adversely

affect the rights of any participant under any option previously granted may be

made without such participant's consent, and (ii) no amendment shall be

effective prior to shareholder approval to the extent such approval is required to

ensure favorable tax treatment for incentive stock options or to ensure

compliance with Rule 16b-3 under the United States Securities Exchange Act of

1934, as amended (the Exchange Act) at such times as any participants are

subject to Section 16 of the Exchange Act.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 81
Additional Information

On June 22, 2023, our shareholders approved the QIAGEN N.V. 2023 Stock

Plan, which replaced the 2014 Stock Plan in May 2024. Further detailed

information regarding stock options and awards granted under the plan can be

found in Note 22 "Share-Based Compensation" included in the Consolidated

Financial Statements.

Corporate code of conduct and ethics and whistleblower policy

We have a corporate code of conduct and ethics that outlines business

principles for our employees and rules of conduct. Our corporate code of

conduct and ethics is updated annually and meets the requirements of the SEC

and the NYSE Listed Company Manual. The corporate code of conduct and

ethics applies to all employees including the chief executive officer, chief

financial officer, the principal accounting officer or controller and other persons

performing similar functions. The full text of our corporate code of conduct and

ethics can be found on our website, www.qiagen.com, on the Compliance

page under About QIAGEN.

Furthermore, we have a formal whistleblower policy concerning the reporting of

alleged irregularities within QIAGEN of a general, operational or financial

nature. We have a web-based, independent and confidential reporting tool,

our QIAintegrity Line, that allows employees and third parties to report

misconduct within QIAGEN or our supply chain, reinforcing transparency and

accountability. The QIAintegrity Line can be found on our website,

www.qiagen.com, on the Compliance page under About QIAGEN.

Insider trading policy

Dealings in our shares based on material nonpublic information about QIAGEN

is strictly prohibited under U.S. and German securities laws.

These laws are complex and penalties can be severe. In order to protect

QIAGEN and its employees from such sanctions, we have adopted an insider-

trading policy that outlines basic rules, including procedures governing any

dealings in our shares, that applies to potential Insiders (individuals with

knowledge of nonpublic material information) and holders of QIAGEN shares

(including stock options and restricted stock units). The insider trading policy

applies to the Supervisory Board, Managing Board and all employees of

QIAGEN N.V. and its subsidiaries.

Clawback policy

To create and maintain a culture that emphasizes integrity and accountability

and that reinforces our pay-for-performance compensation philosophy, the

Managing Board and Supervisory Board adopted a policy which provides for

the recoupment of certain executive compensation in the event of an accounting

restatement resulting from material non-compliance with financial reporting

requirements under the federal securities laws (clawback policy). The clawback

policy applies to our current and former executive officers, as determined by the

Supervisory Board, in accordance with the requirements of Section 10D of the

Exchange Act and any applicable rules or standards adopted by the SEC and

any national securities exchange on which our securities are listed, and any

such other employees who may, from time to time, be deemed subject to the

clawback policy by the Supervisory Board.

Independent auditors

In accordance with the requirements of Dutch law, our independent auditor for

our statutory consolidated financial statements, prepared in accordance with

International Financial Reporting Standards as adopted by the European Union

and filed with the Netherlands Authority for the Financial Markets (AFM), is

appointed, and may be removed, by the General Meeting. The Supervisory

Board nominates a candidate for the appointment as external auditor, for which

the Audit Committee advises the Supervisory Board. At the Annual General

Meeting in 2024, EY Accountants B.V. (formerly Ernst & Young Accountants

LLP) was appointed as external auditor for the Company for the 2025 year. The

external auditor is invited to attend the meeting of the Supervisory Board at

which the statutory financial statements prepared in accordance with

International Financial Reporting Standards and filed with the AFM shall be

approved. Furthermore, the external auditor is invited to attend the General

Meeting at which the statutory financial statements are adopted and may be

questioned by the General Meeting on its statement on the fairness of our

annual accounts prepared in accordance with International Financial Reporting

Standards.

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Additional Information

Following the appointment of EY Accountants B.V. for the audit of our statutory

consolidated financial statements, the external auditor for our consolidated

financial statements prepared under U.S. generally accepted accounting

principles is EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, which

audited the U.S. GAAP consolidated financial statements as of and for the year

ended December 31, 2025.

The remuneration of the external auditor, and instructions to the external auditor

to provide non-audit services, shall be approved by the Supervisory Board on

the recommendation of the Audit Committee and after consultation with the

Managing Board. At least once every four years, the Supervisory Board and

the Audit Committee shall conduct a thorough assessment of the functioning of

the external auditor. The main conclusions of this assessment shall be

communicated to the General Meeting for the purposes of assessing the

nomination for the appointment of the external auditor.

Dutch corporate governance code – comply or explain

The corporate governance structure and compliance with the Dutch Code is the

joint responsibility of the Managing Board and the Supervisory Board. They are

accountable for this responsibility to the General Meeting. We continue to seek

ways to improve our corporate governance by measuring ourselves against

international best practice. The Dutch Code was last amended on March 20,

2025 and can be found at www.mccg.nl.

Nonapplication of a specific best practice provision is not in itself considered

objectionable by the Dutch Code and may well be justified because of

particular circumstances relevant to a company. In accordance with Dutch law,

we disclose in our annual report the application of the Dutch Code's principles

and best practice provisions.

To the extent that we do not apply certain principles and best practice

provisions, or do not intend to apply these in the current or the subsequent

year, we state the reasons.

We take a positive view of the Dutch Code and apply nearly all of the best

practice provisions. However, we prefer not to apply some provisions due to

the international character of our business as well as the fact -- acknowledged

by the Commission that drafted the Dutch Code -- that existing contractual

agreements between QIAGEN and individual members of the Managing Board

cannot be set aside at will.

The following provides an overview of exceptions that we have identified:

1.Best practice provision 2.2.2 recommends that a Supervisory Board member

is appointed for a period of four years and may then be reappointed once

for another four-year period. The Supervisory Board member may then

subsequently be reappointed again for a period of two years, which

appointment may be extended by at most two years. In the event of a

reappointment after an eight-year period, reasons should be given in the

report of the Supervisory Board. In any appointment or reappointment, the

profile referred to in best practice provision 2.1.1 should be observed.

Explanation of Supervisory Board appointment terms

QIAGEN has adopted the approach to appoint its Supervisory Board

members on an annual basis. Each member is elected for a one-year term,

beginning the day after the General Meeting and concluding at the following

year's General Meeting.

This approach allows for greater flexibility, regular accountability and

ongoing shareholder oversight, ensuring that the Board continues to serve the

best interests of the Company and its stakeholders.

Long-term Supervisory Board members and their contributions

Two members of the Supervisory Board – Dr. Metin Colpan and Ms.

Elizabeth Tallett – continued as Supervisory Board members through to the

end of 2025

•Dr. Metin Colpan has been a member of the Supervisory Board since 2004.

His extensive scientific and commercial expertise, particularly as a co-

founder of QIAGEN, brings invaluable strategic insight to the board. His

experience as a board member of various healthcare industry companies

further enriches discussions with a broad, industry-specific perspective.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 83
Additional Information

•Ms. Elizabeth Tallett, a member since 2011, brings executive and board-

level experience from numerous international companies, particularly in

pharmaceuticals, biotechnology, healthcare and insurance. Her expertise

spans international operations, mergers and acquisitions, strategic planning,

marketing, product development, talent management and executive

compensation.

QIAGEN highly values the commitment and expertise of Dr. Colpan and Ms.

Tallett. Their diverse backgrounds and deep industry knowledge strengthen

the Supervisory Board, ensuring effective oversight and strategic guidance.

Despite the deviation from the standard Dutch corporate governance tenure

framework, QIAGEN believes that its annual appointment structure enhances

transparency, adaptability and shareholder engagement, ultimately

benefiting the Company’s long-term success.

2.Best practice provision 2.2.4 recommends that the Supervisory Board should

draw up a retirement schedule in order to avoid, as much as possible,

Supervisory Board members retiring simultaneously. The retirement schedule

should be posted on the company’s website.

The Supervisory Board takes a proactive approach to succession planning by

discussing individual members' retirement plans well in advance. Rather than

adhering to a fixed retirement schedule, as recommended by Dutch

corporate governance best practice provision 2.2.4, QIAGEN believes that

this flexible approach allows for more effective continuity management and

succession planning.

By assessing board composition on an ongoing basis, QIAGEN ensures that

transitions are strategic and well-managed, aligning with the Company's

evolving needs while maintaining strong governance and leadership

stability.

3.Best practice provision 3.1.2 (vi) recommends that when formulating the

remuneration policy, it should be be taken into consideration that shares

awarded to members of the Management Board should be held for at least

five years after they are awarded;

Under the Company’s remuneration policy, long-term equity-based

compensation for members of the Managing Board primarily consists of

performance stock units (PSUs). These long-term incentive awards are tied to

the achievement of pre-defined performance goals, ensuring alignment with

the Company’s strategic objectives.

Unlike the Dutch corporate governance best practice provision 3.1.2 (vi),

which recommends that shares be held for at least five years, QIAGEN’s

approach has evolved over time:

•Prior to February 2018, grants of performance stock units (PSUs) and

restricted stock units (RSUs) vested as follows: 40% after three years; 50%

after five years; remaining 10% after 10 years

•After February 2018, grants of PSUs and RSUs were structured to vest: 40%

after three years; 60% after five years

•Starting in February 2021, grants of performance stock units vest entirely

after three years.

This approach reflects QIAGEN’s shift toward a three-year vesting schedule,

which differs from the Dutch recommendation but remains aligned with the

Company's long-term incentive strategy. By focusing on performance-based

equity awards, QIAGEN ensures that Managing Board members are

incentivized to drive sustained Company performance while maintaining

effective governance and shareholder alignment.

4.Best practice provision 3.2.3 recommends that the maximum remuneration in

the event of dismissal of a Management Board member should not exceed

one year's salary (the "fixed" remuneration component).

Our Managing Board members have entered into agreements with QIAGEN

N.V. and certain QIAGEN affiliates where they hold managing positions.

Under these agreements, if an employment contract is terminated without

serious cause, as defined by the applicable law, the respective affiliate

remains obligated to compensate the Managing Board member for the

remaining duration of the contract.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 84
Additional Information

This approach ensures contractual consistency and legal compliance across

QIAGEN’s international operations. While it deviates from the Dutch

recommendation, it reflects standard employment practices in certain

jurisdictions where QIAGEN operates and provides stability in leadership

transitions.

5.Best practice provision 3.3.2 recommends that a Supervisory Board member

may not be awarded remuneration in the form of shares and/or rights to

shares.

Since its establishment, QIAGEN granted stock options to Supervisory Board

members as part of their remuneration until 2013, when this practice was

discontinued. However, since 2007, QIAGEN has granted restricted stock

units (RSUs) to Supervisory Board members.

We believe that maintaining a reasonable level of share-based

compensation fosters a positive alignment with shareholder interests while

ensuring that Supervisory Board members remain engaged and committed to

QIAGEN’s long-term success. Additionally, granting share-based

compensation to Supervisory Board members is a common industry practice,

helping QIAGEN to attract and retain highly qualified board members who

bring valuable expertise to the Company.

NYSE exemptions

Exemptions from the NYSE corporate governance standards are available to

foreign private issuers, such as QIAGEN, when those standards are contrary to

a law, rule or regulation of any public authority exercising jurisdiction over such

issuer or contrary to generally accepted business practices in the issuer’s

country of domicile. In connection with QIAGEN’s listing on the NYSE, the

NYSE accepted QIAGEN's exemptions from certain corporate governance

standards that are contrary to the laws, rules, regulations or generally accepted

business practices of the Netherlands. These exemptions and the practices

followed by QIAGEN are described below:

•QIAGEN is exempt from NYSE’s quorum requirements applicable to

meetings of ordinary shareholders. In keeping with the law of the

Netherlands and generally accepted business practices in the Netherlands,

QIAGEN’s Articles of Association provide that there are no quorum

requirements generally applicable to meetings of the General Meeting.

•QIAGEN is exempt from NYSE’s requirements that shareholder approval be

obtained prior to the establishment of, or material amendments to, stock

option or purchase plans and other share-based compensation arrangements

pursuant to which options or stock may be acquired by directors, officers,

employees or consultants. QIAGEN is also exempt from NYSE’s requirements

that shareholder approval be obtained prior to certain issuances of stock

resulting in a change of control, occurring in connection with acquisitions of

stock or assets of another company or issued at a price less than the greater

of book or market value other than in a public offering. QIAGEN’s Articles of

Association do not require approval of the General Meeting prior to the

establishment of a stock plan. The Articles of Association also permit the

General Meeting to grant the Supervisory Board general authority to issue

shares without further approval of the General Meeting.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 85
Compensation of Managing Board Members and Supervisory Directors

Managing Board remuneration policy

The remuneration policy for the Managing Board was approved by

shareholders at the Annual General Meeting (AGM) in June 2025, and came

into force the day after the AGM. This policy complies with the Dutch law

provisions implementing the Shareholders Rights Directive II (EU Directive

2017/828). Under Dutch law, the Supervisory Board is required to submit a

proposal to adopt a remuneration policy for the Managing Board no later than

at the AGM to be held in 2029.

Remuneration of Managing Board members consists of a combination of base

salary, variable short-term cash incentive (STI) tied to the achievement of annual

Corporate Goals and Team Goals, and a long-term incentive (LTI) granted in

share units that only vest after multiple years upon the achievement of pre-

defined targets. In addition, Managing Board members can receive deferred

compensation contributions and other benefits in line with market practices.

The remuneration policy complies with the best practices in corporate

governance in the U.S. and Germany, where our shares are listed on the New

York Stock Exchange (NYSE) and the Frankfurt Stock Exchange, respectively.

The inclusion of perspectives from the U.S. is particularly important given that

the country represents nearly half of our annual sales and is the domicile for

many of our competitors and for many members of our leadership and senior

executive team.

The remuneration package for Managing Board members is designed to have a

significant portion of total compensation in variable awards. The value of these

awards can differ substantially from year to year depending on actual

performance. Within the variable component, the incentives for short-term

performance targets have a lower weight than those for long-term incentives,

which are aimed at delivering sustainable value creation for our stakeholders,

including shareholders.

A copy of the remuneration policy for the Managing Board can be found on

our website with the governance documents under Investor Relations.

Managing Board compensation for 2025

For the year ended December 31, 2025, the Managing Board members

received the following compensation:

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 86
Compensation of Managing Board Members and Supervisory Directors
	Annual compensation				Long-term compensation
---	---	---	---	---	---	---
Managing board member	Fixed salary	Variable cash<br><br>bonus	Other(1)	Total	Benefit plans	Performance<br><br>Stock Units (PSUs)<br><br>granted
Thierry Bernard	$1,008,834	1,183,698	31,650	$2,224,182	$205,767	143,229
Roland Sackers	$633,220	506,580	65,770	$1,205,570	$123,480	80,098

(1)Amounts include, among others, car lease and reimbursed personal expenses such as tax consulting. We also occasionally reimburse our Managing Board members' personal expenses related to attending

out-of-town meetings but not directly related to their attendance. Amounts do not include the reimbursement of certain expenses relating to travel incurred at the request of QIAGEN, other reimbursements or

payments that in total did not exceed $10,000, or tax amounts paid by the Company to taxing authorities in order to avoid double-taxation under multi-tax jurisdiction employment agreements.

Supervisory Board remuneration policy

At the Annual General Meeting of Shareholders in 2024, an update to the

remuneration policy for the Supervisory Board was adopted to harmonize the

annual compensation granted to members of certain board committees. This

policy complies with the Dutch law provisions implementing the Shareholders

Rights Directive II (EU Directive 2017/828). Under Dutch law, the Supervisory

Board will be required to submit a proposal to adopt a remuneration policy for

the Supervisory Board no later than at the Annual General Meeting to be held

in 2028.

The objective of the remuneration policy for the Supervisory Board is to attract,

retain, and motivate highly qualified board members, taking into account

QIAGEN's mission and vision, as well as strategic initiatives and opportunities

to create value for stakeholders, including shareholders. It focuses on achieving

a total remuneration level, both short-term and long term, that is comparable

with levels provided by other European and U.S.-based companies.

This policy supports the long-term development and strategy of QIAGEN in a

highly dynamic environment, while aiming to address the requests of various

stakeholders and maintaining an acceptable risk profile. It builds on

remuneration principles and practices that have proven to be both fitting and

effective for us, especially as a Dutch incorporated company with global

operations, as well as stock market listings in the U.S. and Germany. The

Supervisory Board ensures that the Policy and its implementation are linked to

our objectives.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 87
Compensation of Managing Board Members and Supervisory Directors

Supervisory Board remuneration for 2025

The Supervisory Board compensation for 2025 consists of fixed remuneration

and additional amounts for committee members. Annual remuneration of the

Supervisory Board members is as follows:

Fee payable to the Chair of the Supervisory Board	$150,000
Fee payable to each member of the Supervisory Board	$57,500
Additional compensation payable to members holding the following positions:
Chair of the Audit Committee	$25,000
Member of the Audit Committee	$15,000
Chair of the (i) Compensation & Human Resources Committee, (ii) the Nomination & Governance Committee, or (iii) the Science & Technology Committee	$18,000
Member of the (i) Compensation & Human Resources Committee, (ii) the Nomination & Governance Committee, or (iii) the Science & Technology Committee	$11,000
Chair of other committees	$12,000
Member of other committees	$6,000

Supervisory Board members are reimbursed for tax consulting costs incurred in

connection with the preparation of their tax returns up to an amount of €5,000

per person per year.

Supervisory Board members also receive a variable component, in the form of

share-based compensation. We did not pay any agency or advisory service

fees to members of the Supervisory Board in 2025.

The Supervisory Board meetings and the Supervisory Board committee meetings

are held over a number of days, ensuring there is time for review and

discussion. At each meeting, the Supervisory Board members discuss among

themselves the goals and outcome of the meeting, as well as topics such as the

functioning and composition of the Supervisory Board and the Managing

Board. The Supervisory Board Report contains an overview of the committee

membership and meetings attended in 2025.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 88
Compensation of Managing Board Members and Supervisory Directors

For the year ended December 31, 2025, members of the Supervisory Board

received the following compensation:

Supervisory Board member	Fixed<br><br>compensation	Committee chair	Committee<br><br>membership	Total(1)	Restricted<br><br>Stock Units (RSUs)<br><br>granted
Stephen H. Rusckowski (Chair)	$103,750	18,000	11,000	$132,750	5,990
Dr. Metin Colpan	$57,500	18,000	11,000	$86,500	5,990
Dr. Toralf Haag	$57,500	25,000	—	$82,500	5,990
Dr. Ross L. Levine	$57,500	—	11,000	$68,500	5,990
Bert van Meurs	$57,500	—	11,000	$68,500	5,990
Eva van Pelt	$57,500	—	15,000	$72,500	5,990
Dr. Eva Pisa	$57,500	18,000	—	$75,500	5,990
Elizabeth E. Tallett	$57,500	—	37,000	$94,500	5,990
Lawrence A. Rosen(2)	$75,000	—	13,000	$88,000	5,990
Dr. Elaine Mardis(2)	$28,750	—	11,000	$39,750	5,990

(1)Supervisory Board members are reimbursed for travel costs and for any value added tax to be paid on their remuneration. These reimbursements are excluded from the amounts presented herein.

(2)Mr. Rosen and Prof. Dr. Mardis did not stand for re-election at the AGM in June 2025.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 89
Compensation of Managing Board Members and Supervisory Directors

Share ownership

The following table sets forth certain information as of January 31, 2026,

concerning the ownership of common shares by members of the Managing

Board and Supervisory Board. In preparing the following table, we have relied

on information furnished by such persons.

	Shares beneficially<br><br>owned(1)	Stock awards that could<br><br>become releasable on or<br><br>prior to<br><br>April 1, 2026
Thierry Bernard	374,738*	98,321
Roland Sackers	349,195*	57,604
Dr. Metin Colpan(2)	167,231*	13,646
Dr. Toralf Haag	4,147*	13,646
Mark Stevenson	—	—
Bert van Meurs	—	5,990
Eva van Pelt	—	5,990
Dr. Eva Pisa	—	9,156
Stephen H. Rusckowski	22*	5,990
Elizabeth Tallett	49,124*	13,646

(1)*Indicates that the person beneficially owns less than 0.5% of the common shares issued and outstanding as of January 31, 2026. The number of common shares outstanding as of January 31, 2026,

was 206,074,753. The persons named in the table have sole voting and investment power with respect to all shares shown as beneficially owned by them and have the same voting rights as

shareholders with respect to common s.hares.

(2)Shares beneficially owned include 100,355 shares held by CC Verwaltungs GmbH, an entity which is controlled by Dr. Colpan.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 90
Consolidated Financial Statements
91	Report of Independent Registered Public Accounting Firm
---	---	---	---
96	Report of Independent Registered Public Accounting Firm
98	Report of Independent Registered Public Accounting Firm
99	Consolidated Balance Sheets
101	Consolidated Statements of Income
102	Consolidated Statements of Comprehensive Income
103	Consolidated Statements of Changes in Equity
104	Consolidated Statements of Cash Flows
106	Notes to Consolidated Financial Statements
106	1. Corporate Information and Basis of Presentation	152	16. Debt
107	2. Effects of New Accounting Pronouncements	161	17. Income Taxes
110	3. Summary of Significant Accounting Policies	169	18. Equity
124	4. Revenue	171	19. Earnings per Common Share
128	5. Acquisitions	172	20. Commitments and Contingencies
131	6. Restructuring	175	21. Segment Information
134	7. Short-Term Investments	179	22. Share-Based Compensation
134	8. Prepaid Expenses and Other Current Assets	181	23. Employee Benefits
135	9. Property, Plant and Equipment	182	24. Related Party Transactions
136	10. Investments	182	25. Subsequent Event
138	11. Goodwill and Intangible Assets
140	12. Leases
142	13. Accrued and Other Current Liabilities
143	14. Derivatives and Hedging
149	15. Financial Instruments and Fair Value Measurements
QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 91
---	---	---	---	---	---
Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

To the Shareholders and Supervisory Board

QIAGEN N.V.:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of QIAGEN N.V. and Subsidiaries (the Company) as of

December 31, 2025, the related consolidated statements of income, comprehensive income, changes in equity and cash

flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial

statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial

position of the Company at December 31, 2025, and the results of its operations and its cash flows for the year ended

December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United

States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria

established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the

Treadway Commission “(2013 framework),” and our report dated March 19, 2026 expressed an unqualified opinion

thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion

on the Company’s financial statements based on our audit. We are a public accounting firm registered with the PCAOB

and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and

the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and

perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,

whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the

financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such

procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial

statements. Our audit also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides

a reasonable basis for our opinion.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 92
Consolidated Financial Statements

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements

that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or

disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex

judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial

statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate

opinion on the critical audit matters or on the accounts or disclosures to which they relate.

	Unrecognized tax benefits
Description of<br><br>the Matter	As described in more detail in Note 17 to the consolidated financial statements, the Company operates<br><br>in numerous countries with different local tax legislative frameworks and requirements. The Company is<br><br>subject to examination by taxing authorities throughout various jurisdictions. As of December 31, 2025,<br><br>the Company recorded unrecognized tax benefits of $143.6 million. For certain tax positions, the<br><br>Company uses significant judgment in determining whether their technical merits are more likely than not<br><br>to be sustained upon examination and measuring the amount of tax benefit that qualifies for recognition.<br><br>Auditing the Company’s estimate of the amount of tax benefit that qualifies for recognition was complex<br><br>because the estimate requires a high degree of judgment and is based on interpretations of tax laws and<br><br>rulings by taxing authorities.
QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 93
---	---	---	---	---	---
Consolidated Financial Statements							How We<br><br>Addressed the<br><br>Matter in Our<br><br>Audit	We obtained an understanding, evaluated the design and tested the operating effectiveness of the<br><br>Company’s controls related to accounting for unrecognized tax benefits. This includes controls related to<br><br>management’s review of the technical merits of tax positions and measurement of the related<br><br>unrecognized tax benefits.<br><br>Our audit procedures included, among others, the involvement of our tax professionals, including<br><br>transfer pricing specialists, to assess management’s methodology in accordance with ASC 740<br><br>Accounting for Income Taxes and to assess the technical merits of the Company’s tax positions. We<br><br>assessed the completeness of underlying data used by the Company in measuring uncertain tax benefits<br><br>by agreeing the data to the Company’s financial records. Further, we assessed the adequacy of the<br><br>Company’s unrecognized tax benefits in comparison to management’s representations regarding the<br><br>most recent discussion and correspondence with the respective tax authority in respect of the Company’s<br><br>tax positions. We evaluated the consistency of the Company's estimates and judgments in determining<br><br>its unrecognized tax benefits against relevant tax laws, applicable tax case law, previous tax audit<br><br>outcomes and information obtained through inquiries of the Company’s tax advisors. We inspected the<br><br>Company’s legal composition to identify and assess changes in operating structures and financing<br><br>arrangements, and we inspected a selection of intercompany operating and financing activities between<br><br>group entities to assess the sustainability of tax positions based on their technical merits and the<br><br>probabilities of possible settlement alternatives.<br><br>We evaluated the adequacy of the Company’s disclosures in relation to these matters.
---	---
QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 94
---	---	---	---	---	---
Consolidated Financial Statements								Valuation of intangible assets from the acquisition of Parse Biosciences
---	---
Description of<br><br>the Matter	As described in more detail in Note 5 to the consolidated financial statements, the Company acquired<br><br>Parse Biosciences, Inc. (Parse) for consideration of $229.1million during the year ended<br><br>December 31, 2025. The Company accounted for this acquisition as a business combination and<br><br>recognized intangible assets including developed technology of $60.7 million and customer base of<br><br>$38.1 million.<br><br>The valuation of these intangible assets involved the use of significant assumptions by management<br><br>including revenue projections, remaining useful life and discount rates.<br><br>Auditing the valuation of these intangible assets was complex due to the significant estimation<br><br>uncertainty, primarily due to the sensitivity of assumptions regarding future performance of the acquired<br><br>business. These significant assumptions were forward-looking and could be affected by future economic<br><br>and market conditions.
QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 95
---	---	---	---	---	---
Consolidated Financial Statements
How We<br><br>Addressed the<br><br>Matter in Our<br><br>Audit	We obtained an understanding, evaluated the design and tested the operating effectiveness of the<br><br>Company's controls over the accounting for the Parse acquisition. This included testing controls over<br><br>management’s review of the Company’s valuation of acquired intangible assets.<br><br>To test the estimated fair values of the identified intangible assets, our audit procedures included, among<br><br>others, involving our valuation specialists to assist us in evaluating the appropriateness of the Company's<br><br>valuation methodology under ASC 820 Fair Value Measurement and assessing the reasonableness of<br><br>certain significant assumptions. We developed a range of independent estimates for the discount rates<br><br>and compared those to the discount rates selected by management. We compared the revenue<br><br>projections used to current industry and market trends and to the historical results of the acquired<br><br>business. We further assessed the assumed remaining useful life of the developed technology by<br><br>comparison to those of other similar technologies in the industry. We also performed sensitivity analyses<br><br>of significant assumptions to evaluate the changes in the fair value of the acquired intangible assets that<br><br>would result from changes in these assumptions.<br><br>We evaluated the adequacy of the Company’s disclosures in relation to these matters.
---	---

/s/ EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft

We have served as the Company’s auditor since 2024.

Cologne, Germany

March 19, 2026

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 96
Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

To the Shareholders and Supervisory Board

QIAGEN N.V.:

Opinion on Internal Control Over Financial Reporting

We have audited QIAGEN N.V and Subsidiaries’ internal control over financial reporting as of December 31, 2025,

based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring

Organizations of the Treadway Commission “(2013 framework),” (the COSO criteria). In our opinion, QIAGEN N.V. and

Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of

December 31, 2025, based on the COSO criteria.

As indicated in the accompanying Report of Management on Internal Control over Financial Reporting, management’s

assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal

controls of Parse Biosciences, Inc. which is included in the 2025 consolidated financial statements of the Company and

constituted 4.59% of total assets as of December 31, 2025 and 0.33% of revenues, for the year then ended. Our audit of

internal control over financial reporting of the Company also did not include an evaluation of the internal control over

financial reporting of Parse Biosciences, Inc.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United

States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2025, the related consolidated

statements of income, comprehensive income, changes in equity and cash flows for the year ended December 31, 2025,

and the related notes (collectively referred to as the “consolidated financial statements”) and our report dated March 19,

2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its

assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of

Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s

internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB

and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and

the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and

perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was

maintained in all material respects.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 97
Consolidated Financial Statements

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material

weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed

risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit

provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and

procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are

recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting

principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of

management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely

detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the

financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft

Cologne, Germany

March 19, 2026

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 98
Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

To the Shareholders and Supervisory Board

QIAGEN N.V.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of QIAGEN N.V. and subsidiaries (the Company) as of December 31, 2024, the related

consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the two‑year period ended December 31,

2024, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material

respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for each of the years in the two‑year

period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated

financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)

and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the

Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable

assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing

procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond

to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our

audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the

consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ KPMG AG Wirtschaftsprüfungesellschaft

We served as the Company’s auditor from 2015 to 2024.

Düsseldorf, Germany

March 28, 2025, except for Note 1.1, as to which the date is March 19, 2026

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 99

QIAGEN N.V. and Subsidiaries Consolidated Balance Sheets

(in thousands)		As of December 31,
	Notes	2025	2024
Assets
Current assets:
Cash and cash equivalents	(3)	$839,005	$663,555
Short-term investments	(7)	259,913	489,437
Accounts receivable, net of allowance for credit losses of $19,538 and $18,226, respectively	(3, 24)	402,608	349,278
Inventories, net	(3, 6)	301,888	279,256
Prepaid expenses and other current assets	(8)	191,659	178,327
Total current assets		1,995,073	1,959,853
Long-term assets:
Property, plant and equipment, net of accumulated depreciation of $464,965 and $516,324, respectively	(9)	923,948	753,611
Goodwill	(11)	2,700,658	2,425,418
Intangible assets, net of accumulated amortization of $578,981 and $693,062, respectively	(11, 6)	386,431	303,815
Other long-term assets	(10, 12, 14, 17)	275,122	246,925
Total long-term assets		4,286,159	3,729,769
Total assets		$6,281,232	$5,689,622

The accompanying notes are an integral part of these consolidated financial statements.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 100

QIAGEN N.V. and Subsidiaries Consolidated Balance Sheets

(in thousands, except par value)	As of December 31,
	2025	2024
Liabilities and equity
Current liabilities:
Current portion of long-term debt	$—	$551,883(1)
Accrued and other current liabilities	439,481	406,876
Accounts payable	72,656	83,272
Total current liabilities	512,137	1,042,031(1)
Long-term liabilities:
Long-term debt, net of current portion	1,654,428	839,665(1)
Other long-term liabilities	336,513	240,587
Total long-term liabilities	1,990,941	1,080,252(1)
Commitments and contingencies
Equity:
Preference shares, 0.01 par value, authorized—450,000 shares, no shares issued and outstanding	—	—
Financing preference shares, 0.01 par value, authorized—40,000 shares, no shares issued and outstanding	—	—
Common Shares, 0.01 par value, authorized—410,000 shares, issued—217,685 shares in 2025 and 223,904 in 2024	2,529	2,601
Additional paid-in capital	1,436,360	1,666,070
Retained earnings	2,748,390	2,448,122
Accumulated other comprehensive loss	(377,309)	(474,539)
Less treasury shares, at cost—764 and 1,614 shares, respectively	(31,816)	(74,915)
Total equity	3,778,154	3,567,339
Total liabilities and equity	$6,281,232	$5,689,622

All values are in Euros.

(1) The December 31, 2024 balances for the 'current portion of long-term debt' and 'long-term debt, net of current portion' have been revised to correct the classification of certain amounts. See Note 1.

The accompanying notes are an integral part of these consolidated financial statements.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 101

QIAGEN N.V. and Subsidiaries Consolidated Statements of Income

(in thousands, except per share data)		Years ended December 31,
	Notes	2025	2024	2023
Net sales	(3, 4, 24)	$2,089,999	$1,978,214	$1,965,311
Cost of sales:
Cost of sales	(6)	735,268	952,323	667,425
Acquisition-related intangible amortization	(3)	55,236	58,541	64,198
Total cost of sales		790,504	1,010,864	731,623
Gross profit		1,299,495	967,350	1,233,688
Operating expenses:
Sales and marketing		457,993	450,929	459,912
Research and development	(3)	187,516	193,494	198,511
General and administrative	(3)	125,676	113,432	119,254
Acquisition-related intangible amortization	(3)	8,000	9,596	10,764
Restructuring, acquisition, integration and other, net	(1, 3, 6)	54,459	102,188	35,309
Total operating expenses		833,644	869,639	823,750
Income from operations		465,851	97,711	409,938
Other income (expense):
Interest income		64,320	68,016	78,992
Interest expense		(33,256)	(43,841)	(53,410)
Other expense, net	(10, 14)	(6,650)	(739)	(5,711)
Total other income, net		24,414	23,436	19,871
Income before income tax expense		490,265	121,147	429,809
Income tax expense	(3, 17)	65,385	37,556	88,506
Net income		$424,880	$83,591	$341,303
Basic earnings per common share	(19)	$1.96	$0.38	$1.50
Diluted earnings per common share	(19)	$1.94	$0.37	$1.48
Weighted-average common shares outstanding:
Basic	(19)	217,219	222,619	228,146
Diluted	(19)	218,880	224,717	230,619

The accompanying notes are an integral part of these consolidated financial statements.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 102

QIAGEN N.V. and Subsidiaries Consolidated Statements of Comprehensive Income

(in thousands)	Years ended December 31,
	2025	2024	2023
Net income	$424,880	$83,591	$341,303
Other comprehensive income (loss) to be reclassified to profit or loss in subsequent periods:
(Losses) gains on cash flow hedges (net of 11,197 tax benefit in 2025, 30,145 tax expense in 2024 and 18,344 tax benefit in 2023)	(32,185)	86,698	(52,755)
Reclassification adjustments on cash flow hedges (net of 11,775 tax expense in 2025, 29,102 tax benefit in 2024 and 17,183 tax expense in 2023)	33,786	(83,696)	49,417
Cash flow hedges (net of 578 tax expense in 2025, 1,043 tax expense in 2024 and 1,161 tax benefit in 2023)	1,601	3,002	(3,338)
Net investment hedge	(43,528)	24,552	(18,396)
Gain (loss) on pension (net of 170 tax expense in 2025, 227 tax benefit in 2024 and 72 tax expense in 2023)	119	(530)	167
Foreign currency translation adjustments	139,038	(67,733)	(8,172)
Other comprehensive income (loss)	97,230	(40,709)	(29,739)
Comprehensive income	$522,110	$42,882	$311,564

All values are in US Dollars.

The accompanying notes are an integral part of these consolidated financial statements.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 103

QIAGEN N.V. and Subsidiaries Consolidated Statements of Changes in Equity

(in thousands)	Notes	Common shares		Additional<br><br>paid-in<br><br>capital	Retained<br><br>earnings	Accumulated<br><br>other<br><br>comprehensive<br><br>income (loss)	Treasury shares		Total<br><br>equity
		Shares	Amount				Shares	Amount
Balance at December 31, 2022		230,829	$2,702	$1,868,015	$2,160,173	($404,091)	(3,113)	($160,188)	$3,466,611
Net income		—	—	—	341,303	—	—	—	341,303
Other comprehensive loss		—	—	—	—	(29,739)	—	—	(29,739)
Issuance of common shares in connection with stock<br><br>plan	(22)	—	—	—	(44,676)	—	873	44,840	164
Tax withholding related to vesting of stock awards	(22)	—	—	—	—	—	(387)	(17,675)	(17,675)
Share-based compensation	(22)	—	—	47,100	—	—	—	—	47,100
Balance at December 31, 2023		230,829	$2,702	$1,915,115	$2,456,800	($433,830)	(2,627)	($133,023)	$3,807,764
Capital repayment	(18)	(6,925)	(101)	(292,672)	—	—	79	—	(292,773)
Net income		—	—	—	83,591	—	—	—	83,591
Other comprehensive loss		—	—	—	—	(40,709)	—	—	(40,709)
Issuance of common shares in connection with stock<br><br>plan	(22)	—	—	—	(92,269)	—	1,734	92,269	—
Tax withholding related to vesting of stock awards	(22)	—	—	—	—	—	(800)	(34,161)	(34,161)
Share-based compensation	(22)	—	—	43,627	—	—	—	—	43,627
Balance at December 31, 2024		223,904	$2,601	$1,666,070	$2,448,122	($474,539)	(1,614)	($74,915)	$3,567,339
Capital repayment	(18)	(6,219)	(72)	(280,110)	—	—	45	—	(280,182)
Net income		—	—	—	424,880	—	—	—	424,880
Other comprehensive income		—	—	—	—	97,230	—	—	97,230
Cash dividends declared, $0.25 per share	(18)	—	—	—	(54,243)	—	—	—	(54,243)
Issuance of common shares in connection with stock<br><br>plan	(22)	—	—	—	(70,369)	—	1,473	70,369	—
Tax withholding related to vesting of stock awards	(22)	—	—	—	—	—	(668)	(27,270)	(27,270)
Share-based compensation	(22)	—	—	50,400	—	—	—	—	50,400
Balance at December 31, 2025		217,685	$2,529	$1,436,360	$2,748,390	($377,309)	(764)	($31,816)	$3,778,154

The accompanying notes are an integral part of these consolidated financial statements.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 104

QIAGEN N.V. and Subsidiaries Consolidated Statements of Cash Flows

(in thousands)		Years ended December 31,
	Notes	2025	2024	2023
Cash flows from operating activities:
Net income		$424,880	$83,591	$341,303
Adjustments to reconcile net income to net cash provided by operating activities, net of<br><br>effects of businesses acquired:
Depreciation and amortization		193,746	203,268	205,336
Non-cash impairments	(6, 10)	22,440	203,408	4,158
Amortization of debt discount and issuance costs		3,367	18,428	30,162
Share-based compensation expense	(22)	50,400	43,627	47,100
Deferred tax (benefit) expense	(17)	(20,067)	(23,041)	10,731
Loss on marketable securities		968	426	—
Other items, net including fair value changes in derivatives		13,105	8,391	7,623
Net changes in operating assets and liabilities:
Accounts receivable	(3)	(36,392)	12,218	(55,119)
Inventories	(3, 6)	(848)	87,755	(44,787)
Prepaid expenses and other current assets	(8)	3,021	14,234	4,390
Other long-term assets		(1,712)	(1,194)	691
Accounts payable		(8,418)	1,446	(22,417)
Accrued and other current liabilities	(13)	(42,821)	(8,642)	(55,583)
Income taxes	(17)	14,316	25,528	(7,458)
Other long-term liabilities		38,341	4,108	(6,675)
Net cash provided by operating activities		654,326	673,551	459,455
Cash flows from investing activities:
Purchases of property, plant and equipment		(201,049)	(167,174)	(149,710)
Purchases of intangible assets	(11)	(6,077)	(4,068)	(13,092)
Purchases of short-term investments	(7)	(369,014)	(685,915)	(976,448)
Proceeds from redemptions of short-term investments	(7)	597,057	584,979	1,270,551
Cash paid for acquisitions, net of cash acquired	(5)	(291,227)	—	(149,532)
Cash (paid) received for collateral asset	(14)	(32,163)	25,414	(66,583)
Purchases of investments, net	(10)	(2,806)	(2,465)	(2,870)
Other investing activities		—	—	29
Net cash used in investing activities		(305,279)	(249,229)	(87,655)
QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 105
---	---	---	---	---	---

QIAGEN N.V. and Subsidiaries Consolidated Statements of Cash Flows

(in thousands)		Years ended December 31,
	Notes	2025	2024	2023
Cash flows from financing activities:
Proceeds from long-term debt, net of issuance costs	(16)	742,318	494,211	—
Repayment of long-term debt	(16)	(534,167)	(601,536)	(400,000)
Capital repayment	(18)	(280,086)	(292,099)	—
Cash dividend payment	(18)	(54,243)	—	—
Tax withholding related to vesting of stock awards	(22)	(27,270)	(34,161)	(17,675)
Cash (paid) received for collateral liability	(14)	(16,080)	11,350	(16,315)
Cash paid for contingent consideration	(14)	(9,219)	—	—
Payment of intrinsic value of cash convertible notes	(16)	—	—	(36,762)
Proceeds from exercise of call options related to cash convertible notes	(16)	—	—	36,762
Other financing activities		(229)	(661)	163
Net cash used in financing activities		(178,976)	(422,896)	(433,827)
Effect of exchange rate changes on cash and cash equivalents		5,379	(5,955)	(558)
Net increase (decrease) in cash and cash equivalents		175,450	(4,529)	(62,585)
Cash and cash equivalents, beginning of period		663,555	668,084	730,669
Cash and cash equivalents, end of period		$839,005	$663,555	$668,084
Supplemental cash flow disclosures:
Cash paid for interest		$29,252	$24,181	$20,348
Cash paid for income taxes, net of refunds	(17)	$17,266	$15,684	$82,409
Supplemental disclosure of non-cash investing activities:
Equity securities acquired in non-monetary exchange	(10)	$—	$—	$2,604

The accompanying notes are an integral part of these consolidated financial statements.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 106
Notes to the Consolidated Financial
December 31, 2025

Corporate Information and Basis of Presentation

Corporate Information

QIAGEN N.V. is a public limited liability company (naamloze vennootschap) under Dutch law with a registered office at

Hulsterweg 82, 5912 PL Venlo, The Netherlands. QIAGEN N.V., a Netherlands holding company, and subsidiaries (we,

our or the Company) is a global leader in Sample to Insight solutions, that enable customers to extract and analyze

molecular information from samples containing the building blocks of life. Our Sample technologies isolate and process

DNA, RNA and proteins from blood, tissue and other materials. Assay technologies prepare these biomolecules for

analysis, while bioinformatics support the interpretation of complex data to deliver actionable insights. Automation

solutions integrate these steps into streamlined, cost-effective workflows. We serve more than 500,000 customers

worldwide in the Life Sciences (academia, pharmaceutical research and development and industrial applications, such as

forensics) and molecular diagnostics (clinical healthcare). As of December 31, 2025, we employed approximately 5,700

people in more than 35 locations worldwide.

Basis of Presentation

The accompanying consolidated financial statements were prepared in accordance with U.S. generally accepted

accounting principles (GAAP) and all amounts are presented in U.S. dollars rounded to the nearest thousand, unless

otherwise indicated.

We undertake acquisitions to complement our own internal product development activities. In December 2025, we

acquired Parse Biosciences, Inc. a privately held, leading provider of scalable, instrument-free solutions for single-cell

research located in Seattle, Washington. In May 2025, we acquired GNX Data Systems Ltd. (doing business as Genoox).

Genoox, a privately held company founded in 2014 and headquartered in Tel Aviv, Israel, provides AI-powered software

that enables clinical labs to scale and accelerate the processing of complex genetic tests. In January 2023, we acquired

Verogen, Inc., a leader in the use of next-generation sequencing (NGS) technologies to drive the future of human

identification (HID) and forensic investigation located in San Diego, California. At the acquisition dates, all the assets

acquired and liabilities assumed were recorded at their respective fair values and our consolidated results of operations

include the operating results from the acquired companies from the acquisition dates. Aside from Parse Biosciences, these

acquisitions were not significant to the overall consolidated financial statements.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 107
Notes to the Consolidated Financial Statements

1.1 Revision of Previously Issued Financial Statements

In 2025, we corrected the classification of $498.4 million of debt previously reported as long-term as of December 31,

2024 that should have been classified as current under U.S. GAAP due to the December 17, 2025 bondholder put date

with respect to the $500.0 million aggregate principal amount of 0.000% Senior Unsecured Convertible Notes due 2027.

Based on an analysis of quantitative and qualitative factors in accordance with SEC Staff Accounting Bulletin No. 99

“Materiality”, we concluded that the correction is not material to the previously issued financial statements as of or for the

year ended December 31, 2024. This reclassification had no impact on the Consolidated Statement of Income, Statement

of Comprehensive Income, Statement of Cash Flows or Statement of Shareholders' Equity for any period.

Effects of New Accounting Pronouncements

The following new Financial Accounting Standards Board (FASB) Accounting Standards Updates (ASU) were adopted in

2025, 2024 and 2023:

Adoption of New Accounting Standards in 2025

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures enhances annual income tax

disclosures to address investor requests for more information about the tax risks and opportunities present in an entity's

worldwide operations. The two primary enhancements disaggregate existing income tax disclosures related to the effective

tax rate reconciliation and income taxes paid. This ASU is effective for annual periods beginning after December 15,

2024, and early adoption is permitted. We have adopted the new disclosures prospectively beginning with this annual

reporting for the year ended December 31, 2025 as disclosed in Note 17 "Income Taxes."

Adoption of New Accounting Standards in 2024

ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures was issued in response to

stakeholder requests for more decision-useful information about reportable segments. The amendments in ASU 2023-07

improve reportable segment disclosure requirements through enhanced disclosures. This ASU does not change how a

public entity identifies its operating segments, aggregates those operating segments or applies the quantitative thresholds to

determine reportable segments. This ASU is effective for fiscal years beginning after December 15, 2023, and we have

adopted the new disclosures retrospectively to all prior periods presented in the consolidated financial statements effective

December 31, 2024 as disclosed in Note 21 "Segment Information."

Adoption of New Accounting Standards in 2023

There was no adoption of new accounting standards in 2023.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 108
Notes to the Consolidated Financial Statements

New Accounting Standards Not Yet Adopted

As of December 31, 2025, the following recently issued but not yet adopted accounting pronouncements are expected to

impact our consolidated financial statements:

ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic

220-40) requires additional disaggregated expense disclosures in the notes to the financial statements for interim and

annual periods. In January 2025, ASU 2025-01 clarified the effective dates: annual reporting periods beginning after

December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted, and the amendments may be applied prospectively or retrospectively. We are currently

evaluating the impact and expect to adopt in our annual reporting for the year ended December 31, 2027.

ASU 2024-04, Debt—Debt With Conversion and Other Options, Induced Conversions of Convertible Debt Instruments,

clarifies the accounting requirements for settlements of debt instruments accounted for as induced conversions, including

certain convertible debt instruments with cash conversion features and instruments that are not currently convertible. The

ASU is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual

reporting periods. We do not expect a material impact.

ASU 2025-03, Business Combinations (ASC 805), Determining the Accounting Acquirer in the Acquisition of a Variable

Interest Entity, revises the guidance on identifying the accounting acquirer in a business combination in which the legal

acquiree is a variable interest entity (VIE), with the objective of improving comparability with acquisitions that do not

involve VIEs. This ASU is effective for fiscal years beginning after December 15, 2026, including interim periods within

those fiscal years. Early adoption is permitted. We do not expect a material impact and will apply the guidance

prospectively to business combinations occurring after the adoption date.

ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable

and Contract Assets allows entities to use a practical expedient for measuring credit losses on accounts receivable and

contract assets, assuming current conditions persist for their remaining life. The ASU is effective for annual reporting

periods beginning after December 15, 2025, and interim periods within those annual reporting periods. We do not expect

a material impact.

ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the

Accounting for Internal-Use Software amends the guidance for accounting for internal-use software costs. The update

clarifies and simplifies the capitalization requirements for costs incurred in the development of internal-use software,

including both software developed or obtained for internal use and certain cloud computing arrangements. The

amendments provide more specific criteria for when costs should be capitalized versus expensed, and require enhanced

disclosures regarding the nature and amounts of capitalized internal-use software costs. This ASU is effective for annual

periods beginning after December 15, 2027, and interim periods within those annual periods. Early adoption is permitted.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 109
Notes to the Consolidated Financial Statements

We are currently evaluating the impact of this ASU on our consolidated financial statements and intend to adopt at the

effective date.

ASU 2025-09, Derivatives and Hedging, Hedge Accounting Improvement aligns the hedge accounting with the economics

of risk management activities. This ASU is effective for annual reporting periods beginning after December 15, 2026, and

interim periods within those annual reporting periods. Early adoption is permitted. We are currently evaluating the impact

of ASU 2025-09 and anticipate adopting prospectively at the effective date with our interim reporting in 2027.

ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities,

establishes authoritative guidance for the recognition, measurement, presentation, and related disclosures of government

grants received by business entities. The guidance is effective for public business entities for annual reporting periods

beginning after December 15, 2028 (and interim periods within those annual periods); early adoption is permitted. The

amendments may be applied using a modified prospective, modified retrospective, or retrospective transition approach.

We are currently evaluating the impact and expect to adopt the ASU in our annual reporting for the year ended December

31, 2029.

ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, clarifies when Topic 270 applies, improves

the navigability of interim disclosure requirements (including a comprehensive list of interim disclosures required by GAAP),

and adds a principle to disclose events since the last annual reporting period that have a material impact. The amendments

are effective for public business entities for interim reporting periods within annual reporting periods beginning after

December 15, 2027 (early adoption permitted) and may be applied prospectively or retrospectively. We expect to adopt

prospectively beginning with our interim reporting in 2028.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 110
Notes to the Consolidated Financial Statements

Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of QIAGEN N.V. and its wholly-owned subsidiaries. All

significant intercompany accounts and transactions have been eliminated. Investments in either common stock or in-

substance common stock of companies where we exercise significant influence over the operations but do not have control,

and where we are not the primary beneficiary, are accounted for using the equity method. All other investments are

accounted for as discussed under "Non-Marketable Investments" below. When there is a portion of equity in an acquired

subsidiary not attributable, directly or indirectly, to the Company, we record the fair value of the noncontrolling interests at

the acquisition date and classify the amounts attributable to noncontrolling interests separately in equity in the consolidated

financial statements. Any subsequent changes in the Company's ownership interest while the Company retains its

controlling financial interest in its subsidiary are accounted for as equity transactions.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States

requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and

disclosure of contingencies at the date of the financial statements as well as the reported amounts of revenues and

expenses during the reporting period. While changing conditions in our global environment present additional uncertainty,

we continue to use the best information available to form our estimates. Actual results could differ from those estimates.

Concentrations of Risk

We buy materials for products from many suppliers and are not dependent on any one supplier or group of suppliers for

the business as a whole. However, key components of certain products, including certain instrumentation components and

chemicals, are available only from a single source. If supplies from these vendors were delayed or interrupted for any

reason, we may not be able to obtain these materials timely or in sufficient quantities to produce certain products, and

sales levels could be negatively affected. Additionally, our customers include researchers at pharmaceutical and

biotechnology companies, academic institutions, and government and private laboratories. Changes in the budgets

dedicated to research and development available to these researchers and their organizations for applications utilizing our

products could have a significant effect on the product demand.

The financial instruments used in managing our foreign currency, equity and interest rate exposures have an element of risk

in that the counterparties may be unable to meet the terms of the agreements. We attempt to minimize this risk by limiting

the counterparties to a diverse group of highly rated international financial institutions. The carrying values of our financial

instruments incorporate the non-performance risk by using market pricing for credit risk. However, we have no reason to

believe that any counterparties will default on their obligations. In order to minimize our exposure with any single

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 111
Notes to the Consolidated Financial Statements

counterparty, we have entered into master agreements which allow us to manage the exposure with the respective

counterparty on a net basis.

Other financial instruments that potentially subject us to concentrations of credit risk are cash and cash equivalents, short-

term investments, and accounts receivable. To mitigate the risks associated with cash and cash equivalents and short-term

investments, we engage with top-rated financial institutions and diversify our investments across a wide array of financial

instruments. We have established guidelines related to credit quality and maturities of investments intended to maintain

safety and liquidity. Concentration of credit risk with respect to accounts receivable is limited due to a large and diverse

customer base which is dispersed over different geographic areas. Allowances are maintained for potential credit losses

and such losses have historically been within expected ranges.

Foreign Currency Translation

Our reporting currency is the U.S. dollar and the functional currencies of our subsidiaries are generally the local currency

of the respective countries in which they are headquartered. All amounts in the financial statements of entities whose

functional currency is not the U.S. dollar, except for Türkiye (which became hyperinflationary in 2022 and reports in U.S.

dollars), are translated into U.S. dollar equivalents at exchange rates as follows: (1) assets and liabilities at period-end

rates, (2) income statement accounts at average exchange rates for the period, and (3) components of equity at historical

rates. Translation gains or losses are recorded in equity, and transaction gains and losses are reflected in net income as a

component of other expense, net. Realized gains or losses on the value of derivative contracts entered into to hedge the

exchange rate exposure of receivables and payables are also included in net income as a component of other expense,

net. The net gain or loss on foreign currency transactions was a net loss of $8.4 million in 2025, a net loss of $4.5 million

in 2024 and a net loss of $5.8 million in 2023 and are included in other expense, net in the accompanying consolidated

statements of income.

The exchange rates of key currencies were as follows:

(USD equivalent for one)	Closing rate at December 31,		Annual average rate
	2025	2024	2025	2024	2023
Euro (EUR)	1.1750	1.0389	1.1296	1.0821	1.0814
Pound Sterling (GBP)	1.3466	1.2529	1.3179	1.2782	1.2435
Swiss Franc (CHF)	1.2615	1.1038	1.2059	1.1362	1.1133
Japanese Yen (JPY)	0.0064	0.0064	0.0067	0.0066	0.0071
Chinese Yuan (CNY)	0.1428	0.1370	0.1391	0.1390	0.1413
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Notes to the Consolidated Financial Statements

Segment Information

We determined that we operate as one operating segment in accordance with the Financial Accounting Standards Board

(FASB) Accounting Standards Codification (ASC) Topic 280, Segment Reporting. Our chief operating decision maker

(CODM) makes decisions based on the Company as a whole. In addition, we have a common basis of organization and

types of products and services which derive revenues and consistent product margins. Accordingly, we operate and make

decisions as one reporting unit.

Revenue Recognition

We recognize revenue when control of promised goods or services transfers to our customers in an amount that reflects the

consideration that is expected to be received in exchange for those goods or services. The majority of our sales revenue is

recognized when products are shipped to the customers, at which point control transfers.

Warranty

We provide warranties on our products against defects in materials and workmanship for a period of one year. A

provision for estimated future warranty costs is recorded in cost of sales at the time product revenue is recognized. Product

warranty obligations are included in accrued and other current liabilities in the accompanying consolidated balance

sheets.

Research and Development

Research and product development costs are expensed as incurred. Research and development expenses consist primarily

of salaries and related expenses, facility costs, and payments to contract research organizations and laboratories for the

provision of services and materials. Additionally, these expenses cover costs related to internal use or clinical trials.

Government Grants

We recognize government grants when there is reasonable assurance that all conditions will be complied with and the

grant will be received. Our government grants generally represent subsidies for designated activities and are recognized

as a reduction in the expenses associated with those activities once they are earned. Thus, when the grant relates to

research and development expenses, the grant is recognized over the same period that the related costs are incurred.

Otherwise, amounts received under government grants are recorded as liabilities in the balance sheet. When the grant

relates to an asset, the nominal amount of the grant is deducted from the carrying amount of the asset and recognized over

the depreciable asset life.

Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that takes a substantial period

of time to prepare for use or sale are capitalized as part of the cost of the respective asset (qualifying asset) when such

borrowing costs are significant. All other borrowing costs are expensed in the period they occur.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 113
Notes to the Consolidated Financial Statements

Shipping and Handling Income and Costs

Shipping and handling charged to customers is recorded as revenue in the period that the related product sales revenue is

recorded.

Associated costs of shipping and handling are included in sales and marketing expenses. For the years ended

December 31, 2025, 2024 and 2023, shipping and handling costs totaled $31.8 million, $33.4 million and $32.4

million, respectively.

Advertising Costs

The costs of advertising are expensed as incurred and are included as a component of sales and marketing expense.

Advertising costs for the years ended December 31, 2025, 2024 and 2023 were $8.7 million, $9.6 million and $11.5

million, respectively.

General and Administrative

General and administrative expenses primarily represent the costs required to support administrative infrastructure. These

expenses include licensing costs in connection with ongoing investments in information technology, including cyber

security, along with personnel costs of employees in administrative functions.

Restructuring, Acquisition, Integration and Other

We incur indirect acquisition and business integration costs in connection with business combinations which are expensed

when incurred. These costs represent incremental costs that we believe would not have been incurred absent the business

combinations. Major components of these costs include consulting and related fees incurred to integrate or restructure the

acquired operations, payroll and related costs for employees remaining with the Company on a transitional basis and

public relations, advertising and media costs for re-branding of the combined organization.

Restructuring and other costs include employee-related costs (principally termination benefits) as well as contract and other

costs, primarily contract termination costs. Termination benefits are accounted for in accordance with FASB ASC Topic

712, Compensation - Nonretirement Postemployment Benefits, and are recorded when it is probable that employees will be

entitled to benefits and the amounts are known or can be reasonably estimated. Estimates of termination benefits are based

on the frequency of past termination benefits, the similarity of benefits under the current plan and prior plans, and the

existence of statutory required minimum benefits. Contract and other costs are accounted for in accordance with FASB ASC

Topic 420, Exit or Disposal Cost Obligations and are recorded when the liability is incurred. Additionally, expenses

incurred may also include costs that are an integral component of, and are directly attributable to, restructuring activities

which do not qualify as exit and disposal costs, such as intangible asset impairments and other asset related write-offs or

consulting and advisory costs. The specific measures and associated estimated costs are based on management's best

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 114
Notes to the Consolidated Financial Statements

business judgment under the existing circumstances at the time the estimates are made. If future events require changes to

these estimates, such adjustments will be reflected in the period of the revised estimate.

Income Taxes

We account for income taxes under the liability method. Under this method, total income tax expense is the amount of

income taxes expected to be payable for the current year plus the change from the beginning of the year for deferred tax

assets and liabilities, established for the expected future tax consequences. Deferred tax assets and liabilities stem from

differences between the financial statement carrying amounts and the tax basis of assets and liabilities and are determined

by multiplying the differences between these values by the enacted tax rates expected to be in effect when such differences

are reversed or settled. Deferred tax assets are reduced by a valuation allowance to arrive at a carrying amount more

likely than not to be realized. Any change in tax rates affecting deferred taxes is recognized in income in the period that

includes the enactment date.

The effects of a tax position are initially recognized in the financial statements when it is more likely than not that the

position will be sustained upon examination by the taxing authorities. Such tax positions are initially and subsequently

measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon

settlement, with the taxing authority using the cumulative probability method and assuming the taxing authority has full

knowledge of the position and all relevant facts. Our policy is to recognize interest accrued related to income taxes in

interest expense and record penalties related to income taxes within income tax expense.

Derivative Instruments

We enter into derivative financial instrument contracts to minimize the variability of cash flows or income statement impacts

associated with the anticipated transactions being hedged or to hedge fluctuating interest rates. As changes in foreign

currencies or interest rates impact the value of anticipated transactions, the fair value of the forward or swap contracts also

changes, offsetting foreign currency or interest rate fluctuations. Derivative instruments are recorded on the balance sheet at

fair value. Changes in fair values of derivatives are recorded in current earnings or other comprehensive income (loss),

with the treatment dependent upon whether or not a derivative is designated as part of a hedge transaction.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 115
Notes to the Consolidated Financial Statements

Share-Based Payments

Compensation costs for all share-based payments are recorded based on the grant date fair value, less an estimate for pre-

vesting forfeitures, recognized in expense over the service period using an accelerated method.

Forfeiture Rate - This is the estimated percentage of grants that are expected to be forfeited or canceled on an annual basis

before fully vesting. We estimated the forfeiture rate based on historical forfeiture experience.

Restricted Stock Units and Performance Stock Units - Restricted stock units and performance stock units represent rights to

receive Common Shares at a future date. The fair market value of restricted and performance stock units is determined

based on the number of stock units granted and the fair market value of our shares on the grant date. The fair market value

at the time of the grant, less an estimate for pre-vesting forfeitures, is recognized in expense over the vesting period. At

each reporting period, the estimated performance achievement of the performance stock units is assessed, and any change

in the estimated achievement is recorded on a cumulative basis in the period of adjustment.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on deposit in banks and other cash invested temporarily in various instruments

that are short-term and highly liquid with an original maturity of less than three months at the date of purchase. Cash

equivalents are carried at amortized cost which approximates fair value. Cash and cash equivalents as of December 31,

2025 and 2024 were as follows:

(in thousands)	2025	2024
Cash at bank and on hand	$136,543	$92,705
Money market funds	647,809	399,917
Short-term bank deposits	54,653	170,933
Cash and cash equivalents	$839,005	$663,555
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Notes to the Consolidated Financial Statements

Short-Term Investments

Short-term investments include cash investments with original maturities of greater than three months, classified as

“available for sale” and stated at amortized cost, which is equivalent to the fair value, in the accompanying consolidated

balance sheet. Interest income is accrued when earned and changes in fair market values are reflected in other expense,

net. The amortization of premiums and accretion of discounts to maturity arising from acquisition are included in interest

income. A decline in fair value that is judged to be other-than-temporary is accounted for as a realized loss and the write-

down is included in the consolidated statements of income. Realized gains and losses, determined on a specific

identification basis on the sale of short-term investments, are included in other expense, net.

Short-term investments consisting of marketable equity securities are reported at fair value with gains and losses recorded in

earnings.

Fair Value of Financial Instruments

The carrying amount of cash, cash equivalents and short-term investments recorded at cost, accounts receivable, accounts

payable and accrued and other current liabilities approximate their fair values because of the short maturities of those

instruments. The carrying values of our variable rate debt and leases approximate their fair values because of the short

maturities and/or interest rates, which are comparable to those available to us on similar terms. The fair values of the

convertible notes are based on an estimation using available over-the-counter market information. The fair values of the

German Private Placement are based on an estimation using changes in the euro swap rates.

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Notes to the Consolidated Financial Statements

Accounts Receivable, Loans and Other Receivables and Allowance for Credit Losses

Our accounts receivable consist of unsecured customer obligations, and we are at risk to the extent such amounts become

uncollectible. We establish allowances for credit losses that result from the expected failure or inability of our customers to

fulfill their payment obligations. We recognize allowances for expected credit losses at inception and regularly reassess

these estimates to consider historical experience with bad debts, the aging of the receivables, credit quality of the customer

base, current economic conditions and other reasonable and supportable expectations for future conditions, if applicable.

Once a receivable is determined to be uncollectible, the balance is charged against the allowance.

We sell our products worldwide through sales subsidiaries and distributors. There is no concentration of credit risk with

respect to trade accounts receivable as we have a large number of internationally dispersed customers. Trade accounts

receivable are non-interest bearing and mostly have payment terms of 30 to 90 days. For 2025, 2024, and 2023, no

single customer represented more than ten percent of accounts receivable or consolidated net sales.

The changes in the allowance for credit losses on accounts receivable and loans and other receivables for the years ended

December 31, 2025, 2024 and 2023 are as follows:

(in thousands)	Accounts receivable			Loans and other receivables
	2025	2024	2023	2025	2024	2023
Balance at beginning of year	$18,226	$17,296	$22,880	$44	$53	$10,598
Provisions for expected credit losses	1,143	4,204	(2,873)	—	(5)	5
Deductions from allowance	(633)	(2,148)	(2,378)	—	—	(10,552)
Currency translation adjustments and other	802	(1,126)	(333)	9	(4)	2
Balance at end of year	$19,538	$18,226	$17,296	$53	$44	$53
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Notes to the Consolidated Financial Statements

Inventories

Inventories are stated at the lower of cost or net realizable value, determined using either a weighted average cost basis or

a standard cost basis which is regularly adjusted to actual. Inventories include material, direct labor and overhead costs

and are reduced for estimated obsolescence. Inventories consisted of the following as of December 31, 2025 and 2024:

(in thousands)	2025	2024
Raw materials	$54,163	$52,770
Work in process	78,419	72,675
Finished goods	169,306	153,811
Total inventories, net	$301,888	$279,256

Inventory impairment totaling $11.3 million in 2025 and $93.5 million in 2024 were recognized in connection with the

discontinuation of NeuMoDx, further discussed in Note 6 "Restructuring."

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Capitalized internal-use

software costs include only direct costs associated with the development or acquisition of computer software intended

exclusively for internal use and cloud-based applications to deliver our services. The costs encompass those associated with

the design, coding, installation and testing of these systems. Costs associated with preliminary development, such as the

evaluation and selection of alternatives as well as training, maintenance and support, are expensed as incurred.

For software to be sold, leased or otherwise marketed, costs that are related to the conceptual formulation and design are

expensed as incurred. Once technological feasibility has been established, costs incurred to produce software products

and the software components of products to be sold, leased or marketed are capitalized and amortized.

Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Amortization of

leasehold improvements is computed on a straight-line basis over the lesser of the remaining life of the lease or the

estimated useful life of the improvement asset. We have a policy of capitalizing expenditures that materially increase

assets’ useful lives and charging ordinary maintenance and repairs to operations as incurred. When property or equipment

is sold or disposed of, the cost and any related accumulated depreciation or amortization are removed, and any gain or

loss is recorded in earnings.

Leases

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a

lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for

consideration.

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Notes to the Consolidated Financial Statements

Company as a Lessee

Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available

for use or at the lease commencement date. Leases are classified as finance or operating based on the criteria under ASC

842 Leases, with the lease classification affecting the pattern of expense recognition and amortization of the right-of-use

asset.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net

present value of the following lease payments:

•fixed lease payments, including in-substance fixed payments, less any lease incentives received;

•variable lease payments that are based on an index or a rate;

•amounts expected to be payable to the lessee under residual value guarantees;

•the exercise price of a purchase option, if the lessee is reasonably certain to exercise that option; and

•payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the

lessee's incremental borrowing rate at the lease commencement date is used. The incremental borrowing rate is determined

by examining the interest rates the Company would need to pay to obtain financing and takes into account factors such as

the characteristics and location of the asset, collateral, and applicable market terms and conditions. After the initial

measurement, the lease liability balance will increase with interest accretion over time and subsequently be reduced by

lease payments.

Each lease payment is allocated between the liability and finance charges. The interest element of the finance cost is

recognized as interest expense over the lease period to produce a constant periodic rate of interest on the remaining

balance of the liability for each period. In addition, the carrying amount of the lease liability is remeasured if there is a

modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment

to purchase the underlying asset.

Right-of-use assets are measured at cost comprising the following:

•the amount of the initial measurement of the lease liability;

•any lease payments made at or before the commencement date less any lease incentives received;

•any initial direct costs; and

•restoration costs.

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Notes to the Consolidated Financial Statements

The lease term is the non-cancellable term of the lease, together with any periods covered by an option to extend the lease,

if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably

certain not to be exercised. As part of this assessment, judgment is applied and all relevant factors are considered that

create an economic incentive to exercise the renewal.

The Company leases various items of real estate, vehicles and other equipment. Rental contracts are typically written for

fixed periods but may have extension or termination options.

Company as a Lessor

When functioning as a lessor, the Company assesses whether a lease is a finance lease or an operating lease at lease

inception. Leases in which there is no transfer of substantially all the risks and rewards incidental to ownership of an asset

are classified as operating leases. Lease payments received are recognized under operating leases as income on a

straight-line basis over the lease terms in the Consolidated Statements of Income.

Business Combinations

We include the results of operations of the businesses that we acquire as of the acquisition date. The purchase price of an

acquired business is allocated to the individual assets acquired and liabilities assumed based on their fair values at the

date of acquisition. Those fair values are determined using income, cost and market approaches, most of which depend

upon significant inputs that are not observable in the market, or Level 3 measurements. The excess of purchase price over

the fair value of identifiable assets acquired and liabilities assumed is recorded as goodwill. Acquisition-related expenses

are expensed as incurred.

The purchase price for some business combinations includes consideration that is contingent on the achievement of net

sales or earnings targets by the acquired business. Contingent consideration is measured initially and on a recurring basis

at fair value. Except for contingent consideration payments which are made soon after the acquisition date which are

classified as investing activities, payments to settle the acquisition date fair value of contingent consideration are presented

as financing activities on the statement of cash flows; any payments in excess of the acquisition date fair value are

presented as operating activities.

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Notes to the Consolidated Financial Statements

Acquired Intangibles and Goodwill

Acquired intangibles with future uses are carried at cost less accumulated amortization and consist of licenses to

technology held by third parties and other acquired intangible assets. Amortization related to patents are computed over

the estimated useful life of the underlying patent, which has historically ranged from 1 to 20 years. Purchased intangible

assets acquired in business combinations, other than goodwill, are amortized over their estimated useful lives unless these

lives are determined to be indefinite. Intangibles are assessed for recoverability considering the contract life and the period

of time over which the intangible will contribute to future cash flow. The unamortized cost of intangible assets, where cash

flows are independent and identifiable from other assets, is evaluated periodically and adjusted, if necessary, if events and

circumstances indicate that a decline in value below the carrying amount has occurred.

Amortization expense related to developed technology and patent and license rights that have been acquired in a business

combination is included in cost of sales. Amortization of trademarks, customer base and non-compete agreements acquired

in a business combination is recorded in operating expense under acquisition-related intangible amortization. Amortization

expense for intangible assets not acquired in a business combination is recorded within either the cost of sales, research

and development or sales and marketing line items based on the use of the asset.

We dispose of the gross carrying amount and accumulated amortization of fully amortized intangible assets from historic

business combinations once they are considered fully integrated into our business.

The fair value of in-process research and development (IPR&D) acquired in a business combination is capitalized as an

indefinite-lived intangible asset until completion or abandonment of the related research and development activities. IPR&D

is tested for impairment annually or when any event or circumstance indicates that the fair value may be below the carrying

value. If and when research and development is complete, the associated asset is amortized over the estimated useful life.

Goodwill represents the difference between the purchase price and the estimated fair value of the net assets acquired

arising from business combinations. Goodwill is subject to impairment tests annually or earlier if indicators of potential

impairment exist. We have elected to perform our annual test for indications of impairment as of October 1st of each year.

Following the annual impairment tests for the years ended December 31, 2025, 2024 and 2023, goodwill has not been

impaired.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 122
Notes to the Consolidated Financial Statements

Non-Marketable Investments

We have investments in non-marketable equity securities issued by privately held companies. These investments are

included in other long-term assets in the accompanying consolidated balance sheets. Non-marketable investments through

which we exercise significant influence but do not have control are accounted for using the equity method, which requires

that we recorded our share of unrealized gains and losses on our equity method investments in other (expense) income,

net. We monitor for changes in circumstances that may require a reassessment of the level of influence. Our non-

marketable equity securities not accounted for under the equity method are accounted for under the measurement

alternative. Under the measurement alternative, the carrying value is measured at cost, less any impairment, plus or minus

changes resulting from observable price changes in orderly transactions for identical or similar investments of the same

issuer. Adjustments are determined primarily based on a market approach as of the transaction date.

Investments are evaluated periodically, or when impairment indicators are noted, to determine if declines in value are

other-than-temporary. In making that determination, we consider all available evidence relating to the realizable value of

the security. This evidence includes, but is not limited to, the following:

•adverse financial conditions of a specific issuer, segment, industry, region or other variables;

•the length of time and the extent to which the fair value has been less than cost; and

•the financial condition and near-term prospects of the issuer.

We consider whether the fair values of any of our non-marketable investments have declined below their carrying value

whenever adverse events or changes in circumstances indicate that recorded values may not be recoverable. If any such

decline is considered to be other-than-temporary (based on various factors, including historical financial results, product

development activities and the overall health of the affiliate’s industry), then a write-down of the investment to its estimated

fair value would be recorded in operating expense. Investment impairments recorded during the year ended December 31,

2025 are discussed in Note 10 "Investments."

Variable Interest Entities

At the inception of each arrangement, we evaluate whether we have made an investment in an entity that is considered a

variable interest entity (VIE) or if we hold other variable interests in an arrangement that is considered a variable interest

entity. We consolidate VIEs when we are the primary beneficiary. The primary beneficiary of a VIE is the party that meets

both of the following criteria: (1) has the power to make decisions that most significantly affect the economic performance

of the VIE; and (2) has the obligation to absorb losses or the right to receive benefits that, in either case, could potentially

be significant to the VIE. Periodically, we assess whether any changes in our interest or relationship with the entity affect

our determination of whether the entity is still a VIE and, if so, whether we are the primary beneficiary. If we are not the

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 123
Notes to the Consolidated Financial Statements

primary beneficiary in a VIE, we account for the investment or other variable interests in a VIE as an investment in a non-

marketable investment or in accordance with other applicable GAAP.

Impairment of Long-Lived Assets

We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying

amount of an asset or a group of assets may not be recoverable. We consider, amongst other indicators, a history of

operating losses or a change in expected sales levels to be indicators of potential impairment. Assets are grouped and

evaluated for impairment at the lowest level for which there are identifiable cash flows that are largely independent of the

cash flows of other groups of assets. If an asset is determined to be impaired, the loss is measured as the amount by which

the carrying amount of the asset exceeds the fair value as determined by applicable market prices, when available. When

market prices are not available, we generally measure fair value by discounting projected future cash flows of the asset.

Considerable judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could differ from

such estimates.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 124
Notes to the Consolidated Financial Statements

Revenue

Nature of Goods and Services

Our revenues are reported net of sales and value added taxes, estimated rebates and returns and mainly come from

consumable and instrumentation product sales, with a smaller portion from services, intellectual property, and technology

sales. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that

reflects the consideration we expect to receive in exchange for those products or services. From time to time, we enter into

contracts that can include various combinations of products and services, which are generally distinct and accounted for as

separate performance obligations. The transaction price is allocated to performance obligations based on their relative

stand-alone selling prices.

We offer warranties on our products. Certain of our warranties are assurance-type in nature and do not cover anything

beyond ensuring that the product is functioning as intended. Based on the guidance in FASB ASC Topic 606, assurance-

type warranties do not represent separate performance obligations. The Company also sells separately-priced service

contracts which qualify as service-type warranties and represent separate performance obligations.

We sell our products and services both directly to customers and through distributors generally under agreements with

payment terms typically less than 90 days and, in most cases, not exceeding one year and therefore, contracts do not

contain a significant financing component.

Consumable and Related Revenues

Consumable Products: In the last three years, revenue from consumable product sales has accounted for between

78-79% of our net sales and revenue is recognized when performance obligations under the terms of a contract with a

customer are satisfied. The majority of our contracts have either a single performance obligation to transfer a single

consumable product or multiple performance obligations to transfer multiple products concurrently. Accordingly, we

recognize revenue when control of the products has transferred to the customer, which is generally at the time of shipment

of products as this is when title and risk of loss have been transferred. In addition, invoicing typically occurs at this time so

this is when we have a present right to payment. Revenue is measured as the amount of consideration we expect to receive

in exchange for transferring products and is generally based upon a negotiated formula, list or fixed price.

Related Revenues: Revenues from related products include software-as-a-service (SaaS), licenses, intellectual property

and patent sales, royalties and milestone payments and, over the last three years, has accounted for between 10-11% of

our net sales.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 125
Notes to the Consolidated Financial Statements

SaaS arrangements: Revenue from SaaS arrangements, which allow customers to use hosted software over the contract

period without taking possession of the software, is recognized over the duration of the agreement unless the terms of

the agreement indicate that revenue should be recognized in a different pattern, for example, based on usage.

Licenses: Licenses for on-site software, which allow customers to use the software as it exists when made available, are sold

as perpetual licenses or term licenses. Revenue from on-site licenses is recognized at the later of when the software is made

available to the customer or the beginning of the license term. When a portion of the transaction price is allocated to a

performance obligation to provide support and/or updates, revenue is recognized as the updates/support are provided,

generally over the life of the license. Revenues from research collaborations include payments for technology transfer and

access rights. Royalties from licensees of intellectual property are based on sales of licensed products and revenues are

recognized at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of

the royalty has been allocated has been satisfied (or partially satisfied).

Milestone Payments: At the inception of each companion diagnostic co-development arrangement that includes

development milestone payments, which represent variable consideration, we evaluate whether the milestones are

probable of being reached and estimate the amount to be included in the transaction price using the most likely amount

method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in

the transaction price. Milestone payments that are not within our control, such as milestones which are achieved through

regulatory approvals, are considered to be constrained and excluded from the transaction price until the required

approvals are received. Revenue is recognized following the input method as this is considered to best depict the timing of

the transfer of control. This involves measuring actual hours incurred to date as a proportion of the total budgeted hours of

the project. At the end of each subsequent reporting period, the proportion of completion is trued-up. We also re-evaluate

the probability of achievement of development milestones and any related constraint on a periodic basis and, if necessary,

adjust our estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis,

which would affect revenues and earnings in the period of adjustment.

Instruments

Revenue from instrumentation includes the instrumentation equipment, installation, training and other instrumentation

services, such as extended warranty services or product maintenance contracts and, over the last three years, has

accounted for between 10-12% of net sales. Revenue from instrumentation equipment is recognized when the customer

obtains control of the instrument, which is predominantly at the time of delivery or upon customer acceptance, where

applicable. Service revenue is recognized over the term of the service period as the customers benefit from the service

throughout the service period. Revenue related to services performed on a time-and-materials basis is recognized when

performed.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 126
Notes to the Consolidated Financial Statements

Contract Estimates

The majority of our revenue is derived from (i) contracts with an original expected length of one year or less and (ii)

contracts for which we recognize revenue at the amount in which we have the right to invoice as product is delivered. We

have elected, as a practical expedient, not to disclose the value of remaining performance obligations associated with

these types of contracts.

However, we have certain companion diagnostic co-development contracts to provide research and development activities

in which our performance obligations extend over multiple years. As of December 31, 2025, we have $115.9 million of

remaining performance obligations for which the transaction price is not constrained related to these contracts of which we

expect to recognize over approximately 50% over the next 12 to 18 months.

Revenue expected to be recognized in any future year related to remaining performance obligations, excluding revenue

pertaining to contracts that have an original expected duration of one year or less, contracts where revenue is recognized

as invoiced and contracts with variable consideration related to undelivered performance obligations, is not material.

Contract Balances

The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled

receivables (contract assets), and customer advances and deposits (contract liabilities) in the consolidated balance sheet.

Contract assets as of December 31, 2025 and 2024 totaled $10.2 million and $14.5 million, respectively, and are

included in prepaid expenses and other current assets in the accompanying consolidated balance sheets and primarily

relate to the companion diagnostic co-development contracts discussed above.

Contract liabilities primarily relate to non-cancellable advances or deposits received from customers before revenue is

recognized and are primarily related to instrument service and software-as-a-service (SaaS) arrangements. As of

December 31, 2025 and 2024, contract liabilities totaled $95.5 million and $88.8 million, respectively, of which $79.4

million and $70.8 million, respectively, is included in accrued and other current liabilities and $16.1 million and $18.0

million, respectively, is included in other long-term liabilities. During the years ended December 31, 2025 and 2024, we

satisfied the associated performance obligations and recognized revenue of $75.8 million and $75.5 million, respectively,

related to advance customer payments previously received.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 127
Notes to the Consolidated Financial Statements

Disaggregation of Revenue

We disaggregate our revenue based on product type and product group as shown in the tables below for the years ended

December 31, 2025, 2024 and 2023:

Product type (in thousands)	2025	2024	2023
Consumables and related revenues	$1,876,424	$1,760,239	$1,726,213
Instruments	213,575	217,975	239,098
Total net sales	$2,089,999	$1,978,214	$1,965,311	Product group (in thousands)	2025	2024	2023
---	---	---	---
Sample technologies	$661,265	$642,031	$662,991
Diagnostic solutions	803,080	748,888	697,630
PCR/Nucleic acid amplification	308,992	300,468	300,204
Genomics/NGS	241,775	233,608	238,910
Other	74,887	53,219	65,576
Total net sales	$2,089,999	$1,978,214	$1,965,311

Refer to Note 21 "Segment Information" for disclosure of revenue by geographic region.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 128
Notes to the Consolidated Financial Statements

Acquisitions

We undertake acquisitions to complement our own internal product development activities. Our acquisitions have

historically been made at prices above the fair value of the acquired net assets, resulting in goodwill, due to expectations

of synergies of combining the businesses. These synergies include use of our existing infrastructure, such as our sales force,

business service centers, distribution channels and customer relations, to expand sales of an acquired business' products;

use of the infrastructure of the acquired businesses to cost-effectively expand sales of our products; and elimination of

duplicative facilities, functions and staffing.

2025 Business Combinations

Parse Biosciences, Inc.

On December 2, 2025, we acquired 100% of the shares of Parse Biosciences, Inc. (Parse). Parse, a leading provider of

scalable, chemistry-based single-cell solutions was founded in 2018 in Seattle, Washington. Its proprietary Evercode™

platform enables instrument-free, high-throughput RNA workflows with unmatched flexibility and ease of use. The company

also offers the cloud-based Trailmaker™ software suite for intuitive data analysis and GigaLab, a service platform capable

of processing large-scale projects. Parse serves more than 3,000 customers in over 40 countries.

The cash consideration totaled $229.1 million. Of this amount, $33.0 million was retained in an escrow account as of

December 31, 2025 which is available to cover working capital adjustments and claims for breach of any representations,

warranties or indemnities. The acquisition included contingent consideration which is recorded as part of the purchase

price based on the acquisition date fair value. Under the purchase agreement, potential contingent payments through

2027 total $55.0 million, of which the fair value of $13.4 million was recorded as purchase price. The fair value was

initially estimated using a Monte Carlo option pricing model with inputs based on the business plan and historical

peer‑group data and subsequently measured using a probability‑weighted discounted cash flow model applying a

weighted‑average cost of capital of 11.4% to 11.8%.

We incurred $4.5 million acquisition related costs to effect the business combination during the year ended December 31,

2025 which is included in restructuring, acquisition, integration and other, net.

The allocation of the purchase price is preliminary and not yet finalized. The preliminary allocation of the purchase price is

based upon preliminary estimates which used information that was available to management at the time the consolidated

financial statements were prepared and these estimates and assumptions are subject to change within the measurement

period, up to one year from the acquisition date. Accordingly, the allocation may change. We continue to gather

information about the fair value of all assets and liabilities, including intangible assets acquired, and the related deferred

taxes.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 129
Notes to the Consolidated Financial Statements

The preliminary purchase price allocation for Parse Biosciences, Inc. as of December 2, 2025 is as follows:

(in thousands)	As of December 2,<br><br>2025
Purchase Price:
Cash consideration	$229,147
Fair value of contingent consideration	13,400
	$242,547
Preliminary Allocation:
Cash	$4,552
Accounts receivable	3,540
Inventories	6,057
Prepaid expenses and other current assets	2,011
Accounts payable	(947)
Accruals and other current liabilities	(6,900)
Other long-term liabilities	(11,303)
Fixed and other long-term assets	16,124
Developed technology	60,700
Trade name	2,200
Customer base	38,100
Other intellectual property	19
Goodwill	139,828
Deferred tax asset	14,375
Deferred tax liability on fair value of identifiable intangible assets acquired	(25,809)
	$242,547

The weighted average amortization period for the acquired intangibles is 14.8 years. The goodwill acquired is not

deductible for tax purposes.

At the acquisition date, all the assets acquired and liabilities assumed were recorded at their respective fair values and our

consolidated results of operations include the operating results from the acquired company from the acquisition date.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 130
Notes to the Consolidated Financial Statements

Revenue and earnings in the reporting period since the acquisition date have not been significant. The acquisition did not

have a material impact to net sales, net income or earnings per common share and therefore no pro forma information has

been provided herein.

GNX Data Systems Ltd.

On May 23, 2025, we acquired 100% of the shares of GNX Data Systems Ltd. (doing business as Genoox), a privately

held company based in Tel Aviv, Israel. Genoox provides a cloud-based AI platform that connects clinicians, genetic

counselors, and healthcare organizations, allowing them to extract actionable insights from genomic data. The cash

consideration paid, net of cash acquired was $66.6 million. The acquisition included contingent consideration totaling

$10.0 million, which is recorded as part of the purchase price based on the acquisition date fair value of $4.6 million

using a probability-weighted analysis of the future milestones applying a discount rate of 11.4%. Potential contingent

payments are due through 2026.

The acquisition is not significant to the overall consolidated financial statements. At the acquisition date, all the assets

acquired and liabilities assumed were recorded at their respective fair values and our consolidated results of operations

include the operating results from the acquired company from the acquisition date. As of December 31, 2025, the

allocation of the purchase price was preliminary as we continue to gather information about the fair value of all assets and

liabilities, including intangible assets acquired, and the related deferred taxes. As of December 31, 2025 and based on

preliminary values, the intangible assets other than goodwill and goodwill acquired, totaled $33.5 million and $48.1

million, respectively. The acquisition did not have a material impact to net sales, net income or earnings per common share

and therefore no pro forma information has been provided herein.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 131
Notes to the Consolidated Financial Statements

Restructuring

2025 Restructuring

In the fourth quarter of 2025, management approved restructuring activities as an extension of the efficiency program

implemented in 2024, with the objective of further enhancing operational performance. The restructuring plan principally

entails the elimination or relocation of certain positions, including consolidation of specific functions to lower cost locations.

Total costs, including consulting and advisory costs, are estimated to be approximately $60.0 million, of which

approximately $25.0 million is expected to be incurred in 2026. We expect to identify further actions.

A summary of the liability, which is recorded in accrued and other current liabilities in the accompanying consolidated

balance sheet, as of December 31, 2025 is as follows:

(in thousands)	Employee-related<br><br>costs	Exit and<br><br>other costs	Total
Costs incurred	$10,491	$3,530	$14,021
Cash payments	(903)	(3,466)	(4,369)
Foreign currency translation adjustment	138	101	239
Liability at December 31, 2025	$9,726	$165	$9,891

Of the employee-related costs incurred, $1.1 million was recorded in costs of sales, and $9.4 million was recorded in

restructuring, acquisition, integration and other, net while $3.5 million exit and other costs, which include consulting and

advisory costs, were recorded in restructuring, acquisition, integration and other, net, in the consolidated statement of

income for the year ended December 31, 2025.

Consequent to measures undertaken in the execution of the restructuring program, property, plant, and equipment totaling

$18.7 million, consisting of machinery and equipment, including machinery under construction, software applications and

platforms, as well as leasehold improvements, were abandoned and discontinued from operational use during the year.

Management determined that these assets have no alternative use or salvage value, and accordingly the assets were

written off. $14.2 million of the impairment was recorded in cost of sales, and $4.5 million was recorded in restructuring,

acquisition, integration and other, net, in the consolidated statement of income for the year ended December 31, 2025.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 132
Notes to the Consolidated Financial Statements

2024 Efficiency Program

In 2024, we commenced initiatives to improve the overall efficiency and profitability of the Company. One of these

initiatives was a comprehensive review of our product portfolio which resulted in the decision to phase out our NeuMoDx

clinical PCR system considering the market development following the COVID-19 pandemic and changing customer needs

for integrated PCR-based clinical molecular testing systems. Following this decision, we are refocusing resources and efforts

on developing and commercializing other innovative solutions within our portfolio. Overall, the initiatives include activities

to improve global efficiency through targeted measures to reduce hierarchies and drive increased digitalization and

automation for improved resource allocation and profitable growth. This program was completed in 2025.

The exit cost liability is included in accrued and other current liabilities in the accompanying consolidated balance sheets

as summarized in the following table:

(in thousands)	Employee-related<br><br>costs	Exit and other costs	Total
Costs in 2024	$30,205	$40,583	$70,788
Payments	(7,949)	(29,580)	(37,529)
Foreign currency translation adjustment	(421)	454	33
Liability at December 31, 2024	$21,835	$11,457	$33,292
Costs in 2025	15,137	4,746	19,883
Release of excess accruals	(4,179)	(778)	(4,957)
Payments	(29,323)	(14,445)	(43,768)
Foreign currency translation adjustment	1,686	38	1,724
Liability at December 31, 2025	$5,156	$1,018	$6,174

Employee-related costs primarily consist of termination benefits provided to employees who have been involuntarily

terminated and retention bonuses incurred during transition periods. Exit and other costs include contract termination costs,

primarily with suppliers and professional service fees to support the program.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 133
Notes to the Consolidated Financial Statements

The following is a summary of all charges related to the 2024 program recorded in the consolidated statement of income

for the year ended December 31, 2025.

Classification and Type of Charge<br><br>(in thousands)	Year Ended<br><br>December 31,<br><br>2025	Cumulative charges<br><br>through 2025
Cost of sales:
Exit and other costs	$670	$24,886
Employee-related costs	4,964	13,168
	$5,634	$38,054
Restructuring, acquisition, integration and other, net:
Exit and other costs	$3,298	$19,664
Employee-related costs	5,994	27,995
	$9,292	$47,659
Total costs	$14,926	$85,713

One of the initiatives of the 2024 Efficiency Program was a comprehensive review of our product portfolio which resulted

in the decision to phase out our NeuMoDx clinical PCR system considering the market development following the

COVID-19 pandemic and changing customer needs for integrated PCR-based clinical molecular testing systems, and

refocus resources and efforts on developing and commercializing other innovative solutions within our portfolio. In 2024,

following an impairment test performed under ASC 360 Property, Plant and Equipment, $166.1 million of long-lived assets

related to the NeuMoDx asset group were fully impaired. Outside of the NeuMoDx asset group, in 2024 as a result of

actions taken in implementing the efficiency program, long-lived assets totaling $34.7 million, including property, plant

and equipment and intangible assets, were impaired. Such impairments primarily related to software applications and

platforms and related development projects which were abandoned and ceased to be used during 2024 and determined

by management to have no alternative use or salvage value.

Following these initiatives, in the second half of 2024 we wrote-off a total of $93.5 million inventory. During 2025,

inventory write-offs totaled $11.3 million. Inventory write downs are recorded in cost of sales.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 134
Notes to the Consolidated Financial Statements

Short-Term Investments

Short-term investments are highly liquid deposits and fixed-income securities denominated in U.S. dollars and euros due

from financial and nonfinancial institutions. As of December 31, 2025 and 2024, short-term investments were as follows:

(in thousands)	2025	2024
Money market deposits	$210,000	$380,584
Commercial paper	49,913	108,853
Total short-term investments	$259,913	$489,437

Money market deposits are interest-bearing deposit accounts, recorded at cost, which approximates fair value, with interest

income accrued as earned. All instruments are classified as current assets in the accompanying balance sheet as they have

an original maturity of less than one year. Interest income is determined using the effective interest rate method.

Investments in commercial paper, a marketable debt security, are classified as available for sale investments and are

recorded at cost, which approximates fair value. Interest income is calculated and accrued using the effective interest

method.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets are summarized as follows as of December 31, 2025 and 2024:

(in thousands)	Notes	2025	2024
Income taxes receivable	(17)	$46,669	$46,563
Prepaid expenses		49,256	41,772
Other receivables		43,052	31,326
Cash collateral	(14)	22,530	3,246
Value added tax		17,551	17,291
Contract assets	(4)	10,153	14,525
Fair value of derivative instruments	(14)	2,448	23,604
Total prepaid expenses and other current assets		$191,659	$178,327
QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 135
---	---	---	---	---	---
Notes to the Consolidated Financial Statements

Property, Plant and Equipment

Property, plant and equipment as of December 31, 2025 and 2024 were as follows:

(in thousands)	Estimated useful<br><br>lives (in years)	2025	2024
Land		$27,618	$24,937
Buildings and improvements	up to 60	409,379	381,506
Machinery and equipment	3-15	316,502	284,161
Computer software	3-20	291,026	274,844
Furniture and office equipment	3-10	75,041	78,332
Construction in progress		269,347	226,155
Total property, plant and equipment		1,388,913	1,269,935
Less: Accumulated depreciation and amortization		(464,965)	(516,324)
Total property, plant and equipment, net		$923,948	$753,611

During 2025 and 2024, we incurred impairments in connection with the program discussed in Note 6 "Restructuring."

For the year ended December 31, 2025, construction in progress primarily includes amounts related to projects to expand

production lines and increase capacity of manufacturing as well as ongoing software development projects. For the years

ended December 31, 2025, 2024 and 2023, interest capitalized in connection with these projects totaled $4.3 million,

$2.6 million and $1.2 million, respectively.

For the years ended December 31, 2025, 2024 and 2023, depreciation and amortization expense totaled $95.8 million,

$91.5 million and $85.6 million, respectively. For the years ended December 31, 2025, 2024 and 2023, amortization

related to computer software to be sold, leased or marketed totaled $18.0 million, $13.0 million and $11.7 million,

respectively. As of December 31, 2025 and 2024, the unamortized balance of computer software to be sold, leased or

marketed was $134.3 million and $106.9 million, respectively.

Repairs and maintenance expense was $21.6 million, $17.8 million and $19.3 million in 2025, 2024 and 2023,

respectively.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 136
Notes to the Consolidated Financial Statements

Investments

Non-Marketable Investments

We have made strategic investments in certain privately-held companies without readily determinable market values.

Non-Marketable Investments Accounted for Under the Equity Method

A summary of our non-marketable investments accounted for as equity method investments and included in other long-term

assets in the accompanying consolidated balance sheets is as follows:

(in thousands)	Ownership<br><br>percentage	Equity investments<br><br>as of December 31,		Share of income (loss)<br><br>for the years ended December 31,
		2025	2024	2025	2024	2023
TVM Life Science Ventures III	3.10%	$12,888	$11,807	($796)	$1,916	$947
PreAnalytiX GmbH	50.00%	1,215	3,965	5,093	4,344	4,977
Suzhou Fuda Business Management and Consulting Partnership	33.67%	—	2,469	(5)	(44)	49
Apis Assay Technologies Ltd	19.90%	—	—	—	(433)	(1,694)
Actome GmbH	12.50%	—	—	—	(163)	(216)
Hombrechtikon Systems Engineering AG(1)	19.00%	(107)	(193)	109	100	100
Total		$13,996	$18,048	$4,401	$5,720	$4,163

(1) This investment is included in other long-term liabilities in the accompanying consolidated balance sheet as of December 31, 2025 to the extent that we

are committed to fund losses.

During 2025 and 2024, impairment charges totaling $2.5 million and $2.4 million, respectively were recorded in other

expense, net in the accompanying consolidated statement of income. The investment in Suzhou Fuda Business Management

and Consulting Partnership was fully impaired in 2025 following adverse changes in the investee's business which

indicated that the carrying value was no longer recoverable. The investments in Apis Assay Technologies Ltd and Actome

GmbH were fully impaired in 2024 due to adverse changes in the investees' solvency indicating that the carrying value

was no longer recoverable.

TVM Life Science Ventures III (TVM) is a limited partnership and we account for our 3.1% investment under the equity

method as we have the ability to exercise significant influence over the limited partnership. This investment is valued at net

asset value (NAV) reported by the counterparty, adjusted as necessary. During the years ended December 31, 2025,

2024 and 2023, we made cash payments to TVM of $1.9 million, $2.7 million and $2.4 million, respectively. As of

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 137
Notes to the Consolidated Financial Statements

December 31, 2025, our remaining unfunded commitment to TVM was $2.2 million through 2029. We do not have the

right to redeem these funds under the normal course of operations of this partnership.

During the years ended December 31, 2025, 2024 and 2023, dividends received from PreAnalytix GmbH totaled $8.5

million, $3.6 million and $9.1 million, respectively. These dividends are a return on investment and therefore classified as

cash flows from operating activities and included in other items, net including fair value changes in derivatives in the

accompanying consolidated statements of cash flows.

As of December 31, 2025 and December 31, 2024, certain of our equity method investments were variable interest

entities for which we were not the primary beneficiary, as we did not have the power to direct the activities that most

significantly impact their economic performance. Accordingly, these investments were not consolidated. At December 31,

2025, two such investments had a total net carrying value of $12.8 million, of which $12.9 million, representing our

maximum exposure to loss, included in other long-term assets and $0.1 million is included in other long-term liabilities in

the accompanying consolidated balance sheet. At December 31, 2024, four such investments totaled $11.6 million, of

which $11.8 million is included in other long-term assets and $0.2 million is included in other long-term liabilities in the

accompanying consolidated balance sheet.

Non-Marketable Investments Not Accounted for Under the Equity Method

At December 31, 2025 and 2024, we had investments in non-publicly traded companies that do not have readily

determinable fair values with carrying amounts that totaled $5.8 million and $4.3 million, respectively, which are included

in other long-term assets. These investments are measured at cost, less any impairment, plus or minus changes resulting

from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Changes

resulting from impairment and observable price changes are recognized in the consolidated statements of income during

the period the change is identified. The changes in non-marketable investments not accounted for under the equity method

for the years ended December 31, 2025 and 2024 are as follows:

(in thousands)	2025	2024
Balance at beginning of year	$4,283	$4,435
Impairments	—	(250)
Cash investments in equity securities, net	929	342
Foreign currency translation adjustments	540	(244)
Balance at end of year	$5,752	$4,283

In 2024, an investment value declined following an observable change in price of the underlying investment. The

impairments was recorded to other expense, net in the accompanying consolidated statements of income.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 138
Notes to the Consolidated Financial Statements

Goodwill and Intangible Assets

The following sets forth the intangible assets by major asset class as of December 31, 2025 and 2024:

(in thousands)	Weighted<br><br>average life<br><br>(in years)	2025	2024
		Gross carryingamount	Gross carryingamount
Amortized intangible assets:
Patent and license rights	11.65	92,497	169,436
Developed technology	11.36	724,266	646,554
Customer base, trademarks, and non-compete agreements	13.70	148,649	180,887
Total amortized intangible assets	11.75	965,412	996,877
Unamortized intangible assets:
Goodwill		2,700,658	2,425,418

All values are in US Dollars.

In 2025 and 2024, fully amortized intangible assets with a gross carrying amount of $223.5 million and $93.7 million,

respectively, were retired.

The changes in intangible assets, net excluding goodwill for the years ended December 31, 2025 and 2024 are as

follows:

(in thousands)	2025	2024
Balance at beginning of year	$303,815	$526,821
Additions	6,122	3,496
Additions from acquisitions	134,518	—
Amortization	(70,341)	(84,869)
Disposals	(4)	—
Impairments	(977)	(135,274)
Foreign currency translation adjustments	13,298	(6,359)
Balance at end of year	$386,431	$303,815
QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 139
---	---	---	---	---	---
Notes to the Consolidated Financial Statements

In 2024, $135.3 million of intangible assets were impaired in connection with the discontinuation of NeuMoDx.

Intangible additions for the year ended December 31, 2025 totaled $6.1 million, all of which was paid in the current

year.

Cash paid for purchases of intangible assets during the year ended December 31, 2024 totaled $4.1 million, of which

$3.5 million is related to current year cash payments for intangible assets, $0.4 million is related to current year payments

for assets that were accrued as of December 31, 2023 and $0.2 million is for prepayments recorded in other long-term

assets in the accompanying balance sheet.

Amortization expense on intangible assets totaled approximately $70.3 million, $84.9 million and $93.8 million,

respectively, for the years ended December 31, 2025, 2024 and 2023. Amortization of intangibles for the next five years

for the years ended December 31 is expected to be approximately:

(in thousands)
2026	$67,750
2027	$62,802
2028	$59,671
2029	$31,883
2030	$23,874

The changes in goodwill for the years ended December 31, 2025 and 2024 are as follows:

(in thousands)	2025	2024
Balance at beginning of year	$2,425,418	$2,475,732
Business combinations	187,931	—
Foreign currency translation adjustments	87,309	(50,314)
Balance at end of year	$2,700,658	$2,425,418

During 2025, the change in goodwill include the results from the acquisition of GNX Data Systems Ltd. (doing business as

Genoox) in May 2025 and Parse Biosciences in December 2025 and foreign currency translation adjustments from

changes in the exchange rates of the euro, Swiss franc and Australian dollar. The changes in goodwill during 2024

resulted from the foreign currency translation adjustments from rate movements in the euro, Swiss franc and Australian

dollar.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 140
Notes to the Consolidated Financial Statements

Leases

We have operating leases primarily for real estate. The leases generally have terms which range from one to 21 years,

some include options to extend or renew, and some include options to early terminate the leases. As of December 31,

2025 and 2024, options to early terminate have not been recognized as part of the right-of-use assets and lease liabilities.

Operating leases can contain variable lease charges based on an index like consumer prices or rates. During the years

ended December 31, 2025 and 2024, amounts recorded as variable lease payments not included in the operating lease

liability were not material.

When the interest rate implicit in each lease is not readily determinable, we apply our incremental borrowing rate in

determining the present value of lease payments. All operating lease expense is recognized on a straight-line basis over the

lease term. For the years ended December 31, 2025 and 2024, we recognized $28.3 million and $30.6 million in total

lease costs, respectively.

Supplemental balance sheet and other information related to operating leases as of December 31, 2025 and 2024 are as

follows:

(in thousands,<br><br>except lease term and discount rate)	Location in consolidated balance sheet	2025	2024
Operating lease right-of-use assets	Other long-term assets	$153,144	$116,238
Current operating lease liabilities	Accrued and other current liabilities	$28,837	$24,335
Long-term operating lease liabilities	Other long-term liabilities	$129,107	$96,658
Weighted average remaining lease term		9.21 years	7.38 years
Weighted average discount rate		3.23%	3.31%

Supplemental disclosure related to operating leases for the years ended December 31, 2025 and 2024 is as follows:

(in thousands)	2025	2024
Cash paid for operating leases included in cash flows from operating activities	$31,741	$27,306
Operating lease right-of-use assets obtained in exchange for lease obligations	$45,462	$44,219
QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 141
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Notes to the Consolidated Financial Statements

Future operating lease payments as of December 31, 2025 are as follows:

Years ending December 31,<br><br>(in thousands)
2026	$34,130
2027	30,234
2028	24,468
2029	17,407
2030	10,889
Thereafter	65,634
Total lease payments	182,762
Less: Imputed interest	(24,818)
Total	$157,944

As of December 31, 2025, we do not have any material operating lease that have not yet commenced. We had not

entered into any material finance leases as of December 31, 2025 and 2024.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 142
Notes to the Consolidated Financial Statements

Accrued and Other Current Liabilities

Accrued and other current liabilities at December 31, 2025 and 2024 consist of the following:

(in thousands)	Notes	2025	2024
Payroll and related accruals		$103,851	$85,579
Deferred revenue	(4)	79,423	70,827
Other liabilities	(6)	73,365	82,671
Accrued expenses		57,343	51,673
Income taxes payable	(17)	39,717	24,946
Operating lease liabilities	(12)	28,837	24,335
Fair value of derivative instruments	(14)	20,173	13,753
Accrued contingent consideration and milestone payments	(15)	16,153	20,650
Accrued interest on long-term debt	(16)	13,796	10,554
Accrued royalties	(20)	6,113	5,098
Cash collateral	(14)	710	16,790
Total accrued and other current liabilities		$439,481	$406,876
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Notes to the Consolidated Financial Statements

Derivatives and Hedging

Objective and Strategy

In the ordinary course of business, we use derivative instruments, including swaps, forwards and/or options, to manage

potential losses from foreign currency exposures and interest-bearing assets or liabilities. The principal objective of such

derivative instruments is to minimize the risks and/or costs associated with our global financial and operating activities.

We do not utilize derivative or other financial instruments for trading or other speculative purposes. We recognize all

derivatives as either assets or liabilities on the balance sheet on a gross basis, measure those instruments at fair value and

recognize the change in fair value in earnings in the period of change, unless the derivative qualifies as an effective hedge

that offsets certain exposures. We have agreed with almost all of our counterparties with whom we had entered into cross-

currency swaps, interest rate swaps or foreign exchange contracts, to enter into bilateral collateralization contracts under

which we will receive or provide cash collateral, as the case may be, for the net position with each of these counterparties.

As of December 31, 2025, cash collateral positions consisted of $0.7 million recorded in accrued and other current

liabilities and $22.5 million recorded in prepaid expenses and other current assets in the accompanying consolidated

balance sheet. As of December 31, 2024, we had cash collateral positions consisting of $16.8 million recorded in

accrued and other current liabilities and $3.2 million recorded in prepaid expenses and other current assets in the

accompanying consolidated balance sheet.

Non-Derivative Hedging Instrument

Net Investment Hedge

We are party to a foreign currency non-derivative hedging instrument that is designated and qualifies as a net investment

hedge. The objective of the hedge is to protect part of the net investment in foreign operations against adverse changes in

the exchange rate between the euro and the U.S. dollar. The non-derivative hedging instrument is the German private

corporate bond (2017 Schuldschein) which was issued in 2017 in both U.S. dollars and euros for a total of $331.1

million as described in Note 16 "Debt." Since then, all but one of the tranches was paid as described in Note 16 "Debt,"

and as of December 31, 2025, €14.5 million remains designated as a hedging instrument against a portion of our euro

net investments in our foreign operations. In July 2022, we issued an additional €370.0 million German private corporate

bond (2022 Schuldschein) as described in Note 16, and it is designated in its entirety as the hedging instrument against a

portion of our euro net investments in our foreign operations. As further discussed in Note 16 "Debt," €51.5 million of the

2022 Schuldschein matured and repaid in July 2025 and as a result, €318.5 million remained designated as hedging

instrument as of December 31, 2025. The relative changes in both the hedged item and hedging instrument are calculated

by applying the change in spot rate between two assessment dates against the respective notional amount. The effective

portion of the hedge is recorded in the cumulative translation adjustment account within accumulated other comprehensive

loss. Based on the spot rate method, the unrealized loss recorded in equity as of December 31, 2025 and 2024 is $54.2

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 144
Notes to the Consolidated Financial Statements

million and $10.7 million, respectively. Since we are using the debt as the hedging instrument, which is also remeasured

based on the spot rate method, there is no hedge ineffectiveness related to the net investment hedge as of December 31,

2025 and 2024.

Derivatives Designated as Hedging Instruments

Cash Flow Hedges

As of December 31, 2025 and 2024, we held derivative instruments that are designated and qualify as cash flow hedges,

where the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive loss

and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains

and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment

of effectiveness are recognized in current earnings. To date, we have not recorded any hedge ineffectiveness related to

any cash flow hedges in earnings. Based on their valuation as of December 31, 2025, we expect approximately $2.5

million of derivative gains included in accumulated other comprehensive loss will be reclassified into income during the

next 12 months. The cash flows derived from derivatives are classified in the consolidated statements of cash flows in the

same category as the hedged item.

We use interest rate derivative contracts to align our portfolio of interest-bearing assets and liabilities with our risk

management objectives. Since 2015, we have been a party to five cross-currency interest rate swaps through 2025 for a

total notional amount of €180.0 million which qualify for hedge accounting as cash flow hedges. In August 2025, we

settled these cross-currency interest rate swaps at maturity. In September 2022, we entered into five cross-currency interest

rate swaps through 2025 for a total notional amount of CHF 542.0 million which qualify for hedge accounting as cash

flow hedges. In November 2024, we settled these cross-currency interest rate swaps and as a result, reclassified

$5.4 million of derivative losses included in accumulated other comprehensive loss to income in other expense, net in the

accompanying consolidated statement of income. In November 2024, we entered into eight new cross-currency interest

rate swaps with various maturities through 2026 for a total notional amount of CHF 280.0 million which qualify for hedge

accounting as cash flow hedges. In May 2025, two of the eight cross-currency interest rate swaps with a notional amount

of CHF 70.0 million were settled and subsequently, we entered into two new cross-currency interest rate swaps through

2028 for a notional amount of CHF 70.0 million. In November 2025, two of the eight cross-currency interest rate swaps

with a notional amount of CHF 70.0 million were settled and subsequently, we entered into two new cross-currency interest

rate swaps through 2027 for a notional amount of CHF 70.0 million.

We determined that no ineffectiveness exists related to the remaining swaps. As of December 31, 2025 and 2024, interest

receivables of $1.1 million and $3.2 million, respectively, are recorded in prepaid expenses and other current assets in the

accompanying consolidated balance sheets.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 145
Notes to the Consolidated Financial Statements

Derivatives Not Designated as Hedging Instruments

Call Options

Prior to 2024, we entered into Call Options which, along with the sale of the Warrants, represent the Call Spread Overlay

entered into in connection with the Cash Convertible Notes which were due in 2023 and 2024 and which are more fully

described in Note 16 "Debt." As of December 31, 2024, all remaining call options had expired unexercised. In these

transactions, the Call Options addressed the equity price risk inherent in the cash conversion feature of each instrument by

offsetting cash payments in excess of the principal amount due upon any conversion of the cash convertible notes.

Accordingly, the derivative was presented as either current or long-term based upon the classification of the related debt.

Aside from the initial payment of premiums for the Call Options, we were not required to make any cash payments under

the Call Options. We were, however, entitled to receive under the terms of the Call Options, an amount of cash generally

equal to the amount by which the market price per share of our common stock exceeded the exercise price of the Call

Options during the relevant valuation period. The exercise price under the Call Options was equal to the conversion price

of the cash convertible notes.

The Call Options, for which our common stock was the underlying security, were derivative assets that required mark-to-

market accounting treatment. The Call Options were measured and reported at fair value on a recurring basis within Level

2 of the fair value hierarchy. The change in fair value was recognized immediately in our consolidated statements of

income in other expense, net.

Cash Convertible Notes Embedded Cash Conversion Option

The embedded cash conversion option within the Cash Convertible Notes due 2023 and 2024 discussed in Note 16

"Debt" was required to be separated from the cash convertible notes and accounted for separately as a derivative liability,

with changes in fair value reported in our consolidated statements of income in other expense, net until the cash conversion

option settled or expired. The embedded cash conversion option was measured and reported at fair value on a recurring

basis within Level 2 of the fair value hierarchy.

Because the terms of the cash convertible notes' embedded cash conversion option were substantially similar to those of the

Call Options, discussed above, we expected the effect on earnings from these two derivative instruments to mostly offset

each other. In November 2024, the Cash Convertible Notes due 2024 were repaid at maturity, and the related Call

Options expired unexercised as described in Note 16, resulting in a $1.4 million gain recognized in other expense, net in

the accompanying consolidated statement of income. In September 2023, the Cash Convertible Notes due 2023 and the

related Call Options have been settled as described in Note 16, and we recognized a gain of $0.9 million in other

expense, net in the accompanying consolidated statement of income.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 146
Notes to the Consolidated Financial Statements

Foreign Exchange Contracts

As a globally active enterprise, we are subject to risks associated with fluctuations in foreign currencies in our ordinary

operations. This includes foreign currency-denominated receivables, payables, debt and other balance sheet positions

including intercompany items. We manage balance sheet exposure on a group-wide basis using foreign exchange forward

contracts, foreign exchange options and cross-currency swaps.

We are party to various foreign exchange forward, option and swap arrangements which had an aggregate notional

value of $488.5 million at December 31, 2025 and expire at various dates through October 2026. At December 31,

2024, these arrangements had an aggregate notional value of $645.7 million, which expired at various dates through July

The transactions have been entered into to offset the effects from short-term balance sheet exposure to foreign

currency exchange risk. Changes in the fair value of these arrangements have been recognized in other expense, net.

Fair Values of Derivative Instruments

The following tables summarize the fair value amounts of derivative instruments reported in the consolidated balance sheets

as of December 31, 2025 and 2024. The current assets are included in prepaid expenses and other current assets and the

current liabilities are included in accrued and other current liabilities in the accompanying consolidated balance sheets.

The long-term assets are included in other long-term assets and the long-term liabilities are included in other long-term

liabilities in the accompanying consolidated balance sheets.

(in thousands)	2025		2024
	Current asset	Long-term asset	Current asset	Long-term asset
Assets:
Derivative instruments designated as hedges
Interest rate contracts - cash flow hedge(1)	$—	$—	$17,843	$3,174
Undesignated derivative instruments
Foreign exchange forwards and options	2,448	—	5,761	—
Total derivative assets	$2,448	$—	$23,604	$3,174
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Notes to the Consolidated Financial Statements
(in thousands)	2025		2024
---	---	---	---	---
	Current liability	Long-term liability	Current liability	Long-term liability
Liabilities:
Derivative instruments designated as hedges
Interest rate contracts - cash flow hedge (1)	($18,194)	($4,169)	$—	$—
Undesignated derivative instruments
Foreign exchange forwards and options	(1,978)	—	(13,752)	—
Total derivative liabilities	($20,172)	($4,169)	($13,752)	$—

(1)The fair value amounts for the interest rate contracts do not include accrued interest.

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Notes to the Consolidated Financial Statements

Gains and Losses on Derivative Instruments

The following tables summarize the gains and losses on derivative instruments for the years ended December 31, 2025,

2024 and 2023:

(in thousands)	2025	2024	2023
	Other expense, net	Other expense, net	Other expense, net
Total amounts presented in the Consolidated Statements of Income in which the effects of cash flow and fair value<br><br>hedges are recorded	($6,650)	($739)	($5,711)
Gains (losses) on derivatives in cash flow hedges:
Interest rate contracts
Amount of gain (loss) reclassified from accumulated other comprehensive loss	$45,561	($24,689)	$66,600
Amounts excluded from effectiveness testing	—	—	—
Gains (losses) on derivatives not designated as hedging instruments:
Equity options	—	(39,759)	(182,011)
Cash convertible notes embedded cash conversion option	—	39,830	182,802
Foreign exchange forwards and options	12,844	(8,399)	(8,610)
Total gains (losses) on derivative instruments	$58,405	($33,017)	$58,781
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Notes to the Consolidated Financial Statements

Financial Instruments and Fair Value Measurements

Assets and liabilities are measured at fair value according to a three-tier fair value hierarchy which prioritizes the inputs

used in measuring fair value as follows:

•Level 1. Observable inputs, such as quoted prices in active markets;

•Level 2. Inputs, other than the quoted price in active markets, that are observable either directly or indirectly; and

•Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its

own assumptions.

The following table presents our fair value hierarchy for our financial assets and liabilities measured at fair value on a

recurring basis as of December 31, 2025 and 2024:

(in thousands)	2025				2024
	Level 1	Level 2	Level 3	Total	Level 1	Level 2	Level 3	Total
Assets:
Cash equivalents	$647,809	$—	$—	$647,809	$399,917	$—	$—	$399,917
Non-marketable equity securities	—	—	5,752	5,752	—	—	4,283	4,283
Foreign exchange forwards and options	—	2,448	—	2,448	—	5,761	—	5,761
Interest rate contracts - cash flow hedge	—	—	—	—	—	21,017	—	21,017
Total financial assets	$647,809	$2,448	$5,752	$656,009	$399,917	$26,778	$4,283	$430,978
Liabilities:
Foreign exchange forwards and options	$—	($1,978)	$—	($1,978)	$—	($13,752)	$—	($13,752)
Interest rate contracts - cash flow hedge	—	(22,363)	—	(22,363)	—	—	—	—
Contingent consideration	—	—	(22,753)	(22,753)	—	—	(20,650)	(20,650)
Total financial liabilities	$—	($24,341)	($22,753)	($47,094)	$—	($13,752)	($20,650)	($34,402)
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Notes to the Consolidated Financial Statements

The carrying values of financial instruments, including cash, cash equivalents and short-term investments recorded at cost,

accounts receivable, accounts payable and accrued other current liabilities, approximate their fair values due to their short-

term maturities.

Our assets and liabilities measured at fair value on a recurring basis consist of certain cash equivalents, which are

classified in Level 1 of the fair value hierarchy; derivative contracts used to hedge currency and interest rate risk, and

derivative contracts to protect part of the net investments in foreign operations against adverse changes in the exchange

rate between the euro and the functional currency of the U.S. dollar, which are classified in Level 2 of the fair value

hierarchy; contingent consideration accruals, which are classified in Level 3 of the fair value hierarchy; and non-marketable

equity securities remeasured as of the years ended December 31, 2025 and 2024 classified within Level 3 in the fair

value hierarchy. There were no transfers between levels for the year ended December 31, 2025.

In determining fair value for Level 2 instruments, we apply a market approach using quoted active market prices relevant to

the particular instrument under valuation, giving consideration to the credit risk of both the respective counterparty to the

contract and the Company. To determine our credit risk, we estimated our credit rating by benchmarking the price of

outstanding debt to publicly-available comparable data from rated companies. Using the estimated rating, our credit risk

was quantified by reference to publicly-traded debt with a corresponding rating. The derivatives are not actively traded

and were valued based on an option pricing model that used observable market data for inputs. Significant market data

inputs used to determine fair values included our common share price, the risk-free interest rate and the implied volatility of

our common shares.

Our Level 3 instruments include non-marketable equity security investments. Under the measurement alternative, the

carrying value is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in

orderly transactions for identical or similar investments of the same issuer. Adjustments are determined primarily based on

a market approach as of the transaction date. Refer to Note 10 "Investments" for the change in non-marketable equity

securities with Level 3 inputs during the years ended December 31, 2025 and 2024.

Our Level 3 instruments also include contingent consideration liabilities. We value contingent consideration liabilities using

unobservable inputs, applying the income approach, such as the discounted cash flow technique or the probability-

weighted scenario method. Contingent consideration arrangements obligate us to pay the sellers of an acquired entity if

specified future events occur or conditions are met, such as the achievement of technological or revenue milestones. We

use various key assumptions, such as the probability of achievement of the milestones (0% to 100%) and the discount rate

(between 11.4% and 11.8%), to represent the non-performing risk factors and time value when applying the income

approach. We regularly review the fair value of the contingent consideration and reflect any change in the accrual in the

consolidated statements of income in the line items commensurate with the underlying nature of milestone arrangements.

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Notes to the Consolidated Financial Statements

The fair value of contingent consideration liabilities is based on internal forecasts and the weighted-average cost of capital

derived from market data, which are considered Level 3 inputs. The following table summarizes the activity for the years

ended December 31, 2025 and 2024:

(in thousands)	2025	2024
Balance at beginning of year	($20,650)	($18,359)
Additions from acquisitions	(18,003)	—
Changes in estimated fair value	4,100	(2,291)
Cash payments	11,800	—
Balance at end of year	($22,753)	($20,650)

As of December 31, 2025 and 2024, $16.2 million and $20.7 million, respectively, was accrued for contingent

consideration and is included in accrued and other current liabilities in the accompanying consolidated balance sheets and

$6.6 million is included in other long-term liabilities in the accompanying consolidated balance sheets as of December 31,

2025 .

The estimated fair value of long-term debt, as disclosed in Note 16 "Debt," was based on current interest rates for similar

types of borrowings. The estimated fair values may not represent actual values of the financial instruments that could be

realized as of the balance sheet date or that will be realized in the future.

The fair values of the financial instruments are presented in Note 16 "Debt" and were determined as follows:

Convertible Notes: Fair value is based on an estimation using available over-the-counter market information on the

Convertible Notes due in 2027, 2031 and 2032.

German Private Placements: Fair value is based on an estimation using changes in the euro swap rates.

There were no adjustments in the years ended December 31, 2025 and 2024 for nonfinancial assets or liabilities required

to be measured at fair value on a nonrecurring basis.

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Notes to the Consolidated Financial Statements

Debt

At December 31, 2025 and 2024, total long-term debt, net of debt issuance costs of $12.8 million and $7.9 million,

respectively, consists of the following:

(in thousands)	2025	2024
0.000% Senior Unsecured Convertible Notes due 2027	$26,000	$498,402
2.500% Senior Unsecured Convertible Notes due 2031	495,254	494,421
2.000% Senior Unsecured Convertible Notes due 2032	742,394	—
German Private Placement (2017 Schuldschein)	17,032	15,050
German Private Placement (2022 Schuldschein)	373,748	383,675
Total long-term debt	1,654,428	1,391,548
Less: Current portion	—	551,883 (1)
Long-term portion	$1,654,428	$839,665 (1)

(1) The December 31, 2024 balances for the current portion and long-term portion of debt have been revised to correct the classification of certain

amounts. See Note 1.

The notes are all unsecured obligations that rank pari passu.

Repayments of long-term debt for the years ended December 31, 2025, 2024 and 2023 were at par and consisted of:

(in thousands)	2025	2024	2023
German Private Placement (2022 Schuldschein)	$60,167	$—	$—
German Private Placement (2017 Schuldschein)	—	101,536	—
0.000% Senior Unsecured Convertible Notes due 2027	474,000	—	—
1.000% Senior Unsecured Convertible Notes due 2024	—	500,000	—
0.500% Senior Unsecured Convertible Notes due 2023	—	—	400,000
Total repayment of long-term debt	$534,167	$601,536	$400,000
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Notes to the Consolidated Financial Statements

The principal amount, carrying amount and fair values of long-term debt instruments as of December 31, 2025 and 2024

are summarized below:

(in thousands)	2025
	Principal<br><br>amount	Unamortized debt<br><br>discount and<br><br>issuance costs	Carrying<br><br>amount	Fair value
				Amount
Convertible Notes due 2027	$26,000	$—	$26,000	23,844
Convertible Notes due 2031	500,000	(4,746)	495,254	520,570
Convertible Notes due 2032	750,000	(7,606)	742,394	762,600
German Private Placement (2017 Schuldschein)	17,039	(7)	17,032	16,692
German Private Placement (2022 Schuldschein)	374,234	(486)	373,748	366,130
	$1,667,273	($12,845)	$1,654,428	1,689,836

All values are in US Dollars.

(in thousands)	2024
	Principal<br><br>amount	Unamortized debt<br><br>discount and<br><br>issuance costs	Carrying<br><br>amount	Fair value
				Amount
Convertible Notes due 2027	$500,000	($1,598)	$498,402	475,835
Convertible Notes due 2031	500,000	(5,579)	494,421	511,150
German Private Placement (2017 Schuldschein)	15,069	(19)	15,050	14,560
German Private Placement (2022 Schuldschein)	384,393	(718)	383,675	380,180
	$1,399,462	($7,914)	$1,391,548	1,381,725

All values are in US Dollars.

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Notes to the Consolidated Financial Statements

Future maturities of long-term debt stated at the carrying values as of December 31, 2025 are shown in the table below.

As described elsewhere in this Note 16, certain of our long-term debt instruments contain features which could require

repayment or conversion earlier than their contractual maturity dates.

Years ending December 31,<br><br>(in thousands)
2026	$—
2027	150,491
2028	—
2029	164,328
2030	—
Thereafter	1,339,609
	$1,654,428

Interest expense on long-term debt was $33.6 million, $42.6 million and $52.4 million for the years ended December 31,

2025, 2024 and 2023, respectively.

Interest expense for the years ended December 31, 2025, 2024 and 2023 related to the 2032 Notes, 2031 Notes, 2027

Notes and cash convertible notes was comprised of the following:

(in thousands)	2025	2024	2023
Coupon interest	$18,104	$8,604	$4,169
Amortization of original issuance discount	—	16,075	27,341
Amortization of debt issuance costs	2,798	1,690	2,328
Total interest expense related to the convertible notes	$20,902	$26,369	$33,838
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Notes to the Consolidated Financial Statements

Convertible Notes due 2032

On September 4, 2025, we issued 2.0% cash convertible notes in an aggregate principal amount of $750.0 million with

a maturity date of September 4, 2032 (2032 Notes). The 2032 Notes carry interest of 2.0% per annum payable semi-

annually in arrears. The net proceeds of the 2032 Notes totaled $742.0 million, after debt issuance costs of $8.0 million.

Debt issuance costs are amortized to interest expense over the term of the 2032 Notes. The effective interest rate of the

2032 Notes is 2.16%.

The 2032 Notes are convertible into common shares based on an initial conversion rate, subject to adjustment, of

3,094.3562 shares per $200,000 principal amount of notes (which represented an initial conversion price of $64.6338

per share, or 11.6 million underlying shares). Following the January 2026 synthetic share repurchase discussed in Note

18 "Equity," the adjusted conversion rate became 3,091.0563 shares per $200,000 principal amount of notes, which

represents an adjusted conversion price per share of $64.7028. At conversion, we will settle the 2032 Notes by repaying

the principal portion in cash and any excess of the conversion value over the principal amount in common shares.

The 2032 Notes may be redeemed at the option of each noteholder at their principal amount on September 4, 2030 or in

connection with a change of control or delisting event.

The 2032 Notes are convertible in whole, but not in part, at the option of the noteholders on a net share settlement basis,

at the prevailing conversion price in the following circumstances beginning after October 15, 2025 through March 3,

2032:

•if the daily volume-weighted average trading price of our common shares for at least 20-consecutive trading days during

a period of 30-consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is

greater than or equal to 150% of the applicable conversion price on each such trading day; or

•if we undergo certain fundamental changes, including a change of control or delisting event, as defined in the

agreement; or

•if a parity event or trading price unavailability event, as the case may be, occurs during the period of 10 days,

commencing on and including the first business day following the relevant trading price notification date; or

•if we distribute assets or property to all or substantially all of the holders of our common shares and those assets or other

property have a value of more than 25% of the average daily volume-weighted average trading price of our common

shares for the prior 20 consecutive trading days; or

•in case of early redemption in respect of the outstanding notes at our option, where the conversion date falls in the

period from (and including) the date on which the call notice is published to (and including) the 45th business day prior

to the redemption date; or

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Notes to the Consolidated Financial Statements

•if we experience certain customary events of default, including defaults under certain other indebtedness, until such event

of default has been cured or waived; or

•if an acquisition of control occurs, where the conversion date falls in the period from (and including) the date on which

the acquisition notice is published to the record date established in connection with the acquisition of control, established

to be no less than 40 days and no more than 60 days from acquisition notice; or

•if a take-over bid is published, where the conversion date falls in the period from (and including) the date of notice of the

take-over bid to the last day of the applicable legal acceptance period.

The noteholders may convert their notes at any time, without condition, during the period beginning on March 4, 2032

and ending on the 45th business day prior to September 4, 2032.

No contingent conversion conditions were triggered for the 2032 Notes as of December 31, 2025.

Convertible Notes due 2031

On September 10, 2024, we issued 2.500% convertible notes in an aggregate principal amount of $500.0 million with a

maturity date of September 10, 2031 (2031 Notes). The 2031 Notes carry interest of 2.500% per annum payable semi-

annually in arrears. The net proceeds of the 2031 Notes totaled $494.2 million, after debt issuance costs of $5.8 million.

Debt issuance costs are amortized to interest expense over the term of the 2031 Notes. The effective interest rate of the

2031 Notes is 2.68%.

The 2031 Notes are convertible into common shares based on an initial conversion rate, subject to adjustment, of

3,124.3702 shares per $200,000 principal amount of notes (which represents an initial conversion price of $64.0129

per share or 7.8 million underlying shares). Following the January 2026 synthetic share repurchase discussed in Note 18

"Equity," the adjusted conversion rate became 3,136.9055 shares per $200,000 principal amount of notes, which

represents an adjusted conversion price per share of $63.7571. At conversion, we will settle the 2031 Notes by repaying

the principal portion in cash and any excess of the conversion value over the principal amount in common shares.

The 2031 Notes may be redeemed at the option of each noteholder at their principal amount on September 10, 2029 or

in connection with a change of control or delisting event.

The 2031 Notes are convertible in whole, but not in part, at the option of the noteholders on a net share settlement basis,

at the prevailing conversion price, in the following circumstances beginning after October 21, 2024 through March 9,

2031:

•if the daily volume-weighted average trading price of our common shares for at least 20-consecutive trading days during

a period of 30-consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is

greater than or equal to 150% of the applicable conversion price on each such trading day; or

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 157
Notes to the Consolidated Financial Statements

•if we undergo certain fundamental changes, including a change of control or delisting event, as defined in the

agreement; or

•if a parity event or trading price unavailability event, as the case may be, occurs during the period of 10 days,

commencing on and including the first business day following the relevant trading price notification date; or

•if we distribute assets or property to all or substantially all of the holders of our common shares and those assets or other

property have a value of more than 25% of the average daily volume-weighted average trading price of our common

shares for the prior 20 consecutive trading days; or

•in case of early redemption in respect of the outstanding notes at our option, where the conversion date falls in the

period from (and including) the date on which the call notice is published to (and including) the 45th business day prior

to the redemption date; or

•if we experience certain customary events of default, including defaults under certain other indebtedness, until such event

of default has been cured or waived; or

•if an acquisition of control occurs, where the conversion date falls in the period from (and including) the date on which

the acquisition notice is published to the record date established in connection with the acquisition of control, established

to be no less than 40 days and no more than 60 days from acquisition notice; or

•if a take-over bid is published, where the conversion date falls in the period from (and including) the date of notice of the

take-over bid to the last day of the applicable legal acceptance period.

The noteholders may convert their notes at any time, without condition, during the period beginning on March 10, 2031

and ending on the 45th business day prior to September 10, 2031.

No contingent conversion conditions were triggered for the 2031 Notes as of December 31, 2025.

Convertible Notes due 2027

On December 17, 2020, we issued zero coupon convertible notes in an aggregate principal amount of $500.0 million

with a maturity date of December 17, 2027 (2027 Notes). The 2027 Notes carry no coupon interest. The net proceeds of

the 2027 Notes totaled $497.6 million, after payment of debt issuance costs of $3.7 million.

In accounting for the issuance of the 2027 Notes in 2020 prior to the adoption of ASU 2020-06, we separated the 2027

Notes into liability and equity components. We allocated $445.9 million of the 2027 Notes to the liability component,

representing the fair value of a similar debt instrument that does not have an associated convertible feature; and

$54.1 million to the equity component, representing the conversion option, which did not meet the criteria for separate

accounting as a derivative as it is indexed to our own stock. ASU 2020-06 was adopted on January 1, 2021, and this

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 158
Notes to the Consolidated Financial Statements

resulted in a decrease of $54.1 million to additional paid-in capital and an increase of $0.3 million to retained earnings

for the conversion feature related to the liability for the 2027 Notes.

The effective interest rate of the 2027 Notes is 1.65%, which is imputed based on the amortization of the fair value of the

embedded conversion option over the remaining term of the 2027 Notes.

On the December 17, 2025 put date, $474.0 million of the 2027 Notes was repaid at the election of the bondholders,

after which the remaining $26.0 million was reclassified to long-term debt.

The 2027 Notes are convertible into common shares based on an initial conversion rate, subject to adjustment, of

2,477.65 shares per $200,000 principal amount of notes (which represented an initial conversion price of $80.7218 per

share or 6.2 million underlying shares). Following the January 2026 synthetic share repurchase discussed in Note 18

"Equity," the adjusted conversion rate became 2,485.1914 shares per $200,000 principal amount of notes, which

represents an adjusted conversion price per share of $80.4767. At conversion, we will settle the 2027 Notes by repaying

the principal portion in cash and any excess of the conversion value over the principal amount in common shares.

The 2027 Notes are convertible in whole, but not in part, at the option of the noteholders on a net share settlement basis,

at the prevailing conversion price, in the following circumstances beginning after January 27, 2021 through June 16,

2027:

•if the last reported sale price of our common shares for at least 20-consecutive trading days during a period of 30-

consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than

or equal to 130% of the conversion price on each applicable trading day; or

•if we undergo certain fundamental changes, including a change of control, as defined in the agreement; or

•if a parity event or trading price unavailability event, as the case may be, occurs during the period of 10 days,

including the first business day following the relevant trading price notification date; or

•if we distribute assets or property to all or substantially all of the holders of our common shares and those assets or other

property have a value of more than 25% of the average daily volume-weighted average trading price of our common

shares for the prior 20 consecutive trading days; or

•in case of early redemption in respect of the outstanding notes at our option, where the conversion date falls in the

period from (and including) the date on which the call notice is published to (and including) the 45th business day prior

to the redemption date; or

•if we experience certain customary events of default, including defaults under certain other indebtedness, until such event

of default has been cured or waived.

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Notes to the Consolidated Financial Statements

The noteholders may convert their notes at any time, without condition, on or after June 17, 2027 until the 45th business

day prior to December 17, 2027.

No contingent conversion conditions were triggered for the 2027 Notes as of December 31, 2025 or December 31,

2024.

Cash Convertible Notes due 2023 and 2024

In November 2024, we repaid at maturity $500.0 million of Cash Convertible Senior Notes (2024 Notes) that had been

issued on November 13, 2018 with net proceeds of $468.9 million after payment of the net cost of the Call Spread

Overlay and transaction costs.

In September 2023, we repaid at maturity $400.0 million of Cash Convertible Senior Notes (2023 Notes) that had been

issued on September 13, 2017 with net proceeds of $365.6 million after payment of the net cost of the Call Spread

Overlay and transaction costs.

Cash Convertible Notes Call Spread Overlay

Concurrent with the issuance of the cash convertible notes, we entered into privately negotiated hedge transactions (Call

Options) with, and issued warrants to purchase shares of our common stock (Warrants) to, certain financial institutions. We

refer to the Call Options and Warrants collectively as the “Call Spread Overlay.” The Call Options were intended to offset

any cash payments payable by us in excess of the principal amount due upon any conversion of the cash convertible

notes.

In connection with the repayment of the 2023 Notes, we received $36.8 million in cash upon the exercise of Call Options

in 2023. In the same transaction, we paid $36.8 million for the intrinsic value of the 2023 Notes' embedded conversion

option. The Call Options related to the 2024 Notes expired unexercised in November 2024. All Warrants related to the

2024 Notes and 2023 Notes expired unexercised in November 2024 and September 2023, respectively, upon maturity.

German Private Placement (2017 Schuldschein)

In 2017, we completed a German private placement bond (2017 Schuldschein) which was issued in several tranches

totaling $331.1 million due in various periods through 2027. The 2017 Schuldschein consisted of one U.S. dollar and

several euro-denominated tranches. In June 2024, we repaid a total of $101.5 million at maturity of two tranches as

shown in the table below. In October 2022, we repaid $153.0 million for four tranches that matured. The euro tranches

are designated as a foreign currency non-derivative hedging instrument that qualifies as a net investment hedge as

described in Note 14 "Derivatives and Hedging." Based on the spot rate method, the change in the carrying value of the

euro-denominated tranches attributed to the net investment hedge as of December 31, 2025 totaled $0.9 million of

unrealized loss and is recorded in equity. We paid $1.2 million in debt issuance costs which are being amortized through

interest expense using the effective interest method over the lifetime of the notes.

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Notes to the Consolidated Financial Statements

The following table shows the last remaining tranche of the 2017 Schuldschein as of December 31, 2025 and 2024:

			Carrying value (in thousands)<br><br>as of December 31,
Notional amount	Interest rate	Maturity	2025	2024
€14.5 million	Fixed 1.61%	June 2027	$17,032	$15,050

German Private Placement (2022 Schuldschein)

In July and August 2022, we completed another German private placement bond (2022 Schuldschein) which was issued

in several tranches totaling €370.0 million due in various periods through 2035. In July 2025, we repaid $60.2 million

for the €51.5 million tranche that matured. The 2022 Schuldschein consists of euro-denominated tranches which have

either a fixed or floating rate. All tranches except for the €70.0 million fixed 3.04% tranche due August 2035 are ESG-

linked wherein the interest rate is subject to adjustment of +/- 0.025% if our ESG rating changes. The euro tranches are

designated as a foreign currency non-derivative hedging instrument that qualifies as a net investment hedge as described in

Note 14 "Derivatives and Hedging." Based on the spot rate method, the change in the carrying value of the euro-

denominated tranches attributed to the net investment hedge as of December 31, 2025 totaled $53.3 million of unrealized

loss and is recorded in equity. We paid $1.2 million in debt issuance costs which are being amortized through interest

expense using the effective interest method over the lifetime of the notes.

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Notes to the Consolidated Financial Statements

A summary of the tranches is as follows:

			Carrying value (in thousands)<br><br>as of December 31,
Notional amount	Interest rate	Maturity	2025	2024
€51.5 million	Floating 6M EURIBOR + 0.55%	July 2025	$—	$53,481
€62.0 million	Fixed 2.741%	July 2027	72,814	64,323
€29.5 million	Floating 6M EURIBOR + 0.70%	July 2027	34,645	30,605
€37.0 million	Fixed 3.044%	July 2029	43,430	38,371
€103.0 million	Floating 6M EURIBOR + 0.85%	July 2029	120,898	106,818
€9.5 million	Fixed 3.386%	July 2032	11,146	9,849
€7.5 million	Floating 6M EURIBOR + 1.0%	July 2032	8,800	7,776
€70.0 million	Fixed 3.04%	August 2035	82,015	72,452
			$373,748	$383,675

Revolving Credit Facility

Our credit facilities available and undrawn at December 31, 2025 total €413.0 million (approximately $485.3 million).

This includes a €400.0 million syndicated revolving credit facility expiring December 2030 (with one additional annual

extension option) and two other lines of credit amounting to €13.0 million with no expiration date. The €400.0 million

facility can be utilized in euro and bears interest of 0.550% to 1.500% above EURIBOR, offered with interest periods of

one, three or six months. The commitment fee is calculated based on 35% of the applicable margin. Commitment fees of

$0.9 million and $0.8 million were paid for years ended December 31, 2025 and 2024, respectively. The revolving

facility agreement contains certain non-financial covenants including, but not limited to, restrictions on the encumbrance of

assets. We were in compliance with these covenants at December 31, 2025. The revolving credit facility is for general

corporate purposes and no amounts were utilized at December 31, 2025. Of the €13.0 million facilities, €8.2 million is

used for bank guarantees and letters of credit at December 31, 2025.

Income Taxes

We adopted ASU 2023-09: Income Taxes (Topic 740) - Improvements to Income Tax Disclosures on the effective date of

January 1, 2025 and applied the amendments on a prospective basis. Accordingly, the expanded tables below for the

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 162
Notes to the Consolidated Financial Statements

reconciliation of the effective tax rate and cash paid for income taxes is for the 2025 year only. The information for the

2024 and 2023 years is included as previously disclosed.

Income before income tax expense for the years ended December 31, 2025, 2024 and 2023 consisted of:

(in thousands)	2025	2024	2023
Pretax (loss) income in the Netherlands	($731)	$20,624	$63,676
Pretax income from foreign operations	490,996	100,523	366,133
Total income before income tax expense	$490,265	$121,147	$429,809

Income tax expense for the years ended December 31, 2025, 2024 and 2023 are as follows:

(in thousands)	2025	2024	2023
Current:
The Netherlands	$1,750	$14,347	$11,393
Foreign	83,702	46,250	66,382
	85,452	60,597	77,775
Deferred:
The Netherlands	342	9,137	(5,535)
Foreign	(20,409)	(32,178)	16,266
	(20,067)	(23,041)	10,731
Total income tax expense	$65,385	$37,556	$88,506

The Netherlands' statutory income tax rate, the income tax rate of our country of domicile, was 25.8% for the years ended

December 31, 2025, 2024 and 2023. Income from foreign subsidiaries is generally taxed at the statutory income tax

rates applicable in the respective countries of domicile.

The principal items comprising the differences between income taxes computed at the Netherlands' statutory tax rate and

our effective tax rate for the year ended December 31, 2025 are as follows:

		2025
(in thousands)	Amount	Percent
The Netherlands' income tax at statutory rate	$126,488	25.8%
State and local income taxes, net of national income tax effect(1)	—	—
QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 163
---	---	---	---	---	---
Notes to the Consolidated Financial Statements							2025
---	---	---
(in thousands)	Amount	Percent
Foreign tax effects
United States
Statutory tax rate difference between United States and Netherlands	(11,146)	(2.3)
Worthless stock deduction(2)	(29,003)	(5.9)
Nontaxable or nondeductible items	(1,916)	(0.4)
Other	(730)	(0.1)
Germany
Statutory tax rate difference between Germany and the Netherlands	(1,150)	(0.2)
Trade tax benefit	(12,760)	(2.6)
Change in tax rates	(4,339)	(0.9)
Nontaxable or nondeductible items	1,527	0.3
Other	(1,115)	(0.2)
Poland
Statutory tax rate difference between Poland and the Netherlands	(4,118)	(0.8)
Nontaxable or nondeductible items	(11,441)	(2.3)
Pillar Two	7,744	1.6
Other	(416)	(0.1)
United Arab Emirates
Statutory tax rate difference between UAE and the Netherlands	(15,752)	(3.2)
Other foreign jurisdictions	618	0.1
Effect of changes in tax laws or rates enacted in the current period	—	0.0
Effect of cross-border tax laws	—	0.0
Tax credits	—	0.0
Changes in valuation allowances	(3,464)	(0.7)
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---	---	---	---	---	---
Notes to the Consolidated Financial Statements
		2025
---	---	---
(in thousands)	Amount	Percent
Nontaxable or nondeductible items
Nondeductible expenses	1,668	0.3%
Withholding tax	3,624	0.7
Changes in unrecognized tax benefits	21,717	4.4
Other adjustments	(652)	(0.1)
Effective tax	$65,385	13.3%

(1)The Netherlands has no municipal taxes.

(2)During the third quarter of 2025, the Company recognized a worthless stock deduction under Internal Revenue Code Section 165(g)(3) upon

liquidation of the U.S. subsidiary, NeuMoDx Molecular, Inc.

The principal items comprising the differences between income taxes computed at the Netherlands' statutory income tax

rate and our effective tax rate for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09,

are as follows:

	2024	2023
The Netherlands' statutory income tax rate	25.8%	25.8%
Taxation of foreign operations, net(1)	(13.5)	(7.6)
Unrecognized tax benefits(2)	15.9	3.1
Share-based compensation	2.8	(0.3)
Prior year taxes	1.2	0.3
Government incentives(3)	(2.8)	(1.0)
Changes in tax laws and rates	(0.2)	0.2
Tax impact from nondeductible items	1.2	1.3
Valuation allowance	(0.8)	(1.8)
Other items, net	1.4	0.6
Effective tax rate	31.0%	20.6%

(1)Our effective tax rate reflects our global operations where certain income or loss is taxed at rates higher or lower than the Netherlands’ statutory

income tax rate as well as the benefit of some income being partially exempt from income taxes. These foreign tax benefits are due to a combination

of favorable tax laws, regulations and exemptions in certain jurisdictions. Partial tax exemptions exist on foreign income primarily derived from

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 165
Notes to the Consolidated Financial Statements

operations in Germany. Further, we have intercompany financing arrangements in which the intercompany income is subject to lower statutory income

tax rates. The Organization for Economic Co-operation and Development (OECD) has implemented a global minimum corporate tax of 15% for

companies with global revenues and profits above certain thresholds (referred to as Pillar Two) effective January 1, 2024. The Netherlands formally

enacted the Pillar Two legislation into domestic law. We recorded $11.5 million top-up tax in relation to our operations in Dubai (United Arab

Emirates) and Poland in 2024.

(2)Unrecognized tax benefits include the impact from reassessment of accruals for tax contingencies, primarily related to ongoing taxing authority

examinations.

(3)Government incentives include tax credits in the U.S. relating to research and development expense.

We conduct business globally and, as a result, file numerous consolidated and separate income tax returns in the

Netherlands, Germany and the U.S. federal jurisdiction, as well as in various other state and foreign jurisdictions. In the

normal course of business, we are subject to examination by taxing authorities throughout various jurisdictions. Tax years

in the Netherlands are potentially open back to 2013 for income tax examinations by the Netherlands taxing authority.

The German group is open to examination for the tax years starting in 2017 and in 2022, the German taxing authority

commenced an examination covering the 2017 to 2019 tax years. The U.S. consolidated group is subject to federal and

most state income tax examinations by taxing authorities beginning with the year ended December 31, 2022 through the

current period. In late 2023, the U.S. Internal Revenue Service commenced a U.S. federal income tax examination for the

periods 2014 to 2020. The examination was triggered by our 5-year net operating loss carryback under the CARES Act.

Our other subsidiaries, with few exceptions, are no longer subject to income tax examinations by taxing authorities for

years before 2021.

Changes in the amount of unrecognized tax benefits for the years ended December 31, 2025, 2024 and 2023 are as

follows:

(in thousands)	2025	2024	2023
Balance at beginning of year	$108,927	$95,558	$79,283
Additions based on tax positions related to the current year	8,990	9,447	9,632
Additions for tax positions of prior years	21,022	10,402	7,839
Decrease for tax position of prior years	(8,834)	(271)	(3,832)
Decrease related to settlements	—	(439)	(119)
Increase (decrease) from currency translation	13,481	(5,770)	2,755
Balance at end of year	$143,586	$108,927	$95,558

At December 31, 2025 and 2024, our net unrecognized tax benefits totaled approximately $143.6 million and

$108.9 million, respectively, which, if recognized, would favorably affect our effective tax rate in any future period.

However, various events could cause our current expectations to change in the future. The above unrecognized tax

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 166
Notes to the Consolidated Financial Statements

benefits, if ever recognized in the financial statements, would be recorded in the statements of income as part of income

tax expense.

Our policy is to recognize interest accrued related to income taxes in interest expense and penalties within income tax

expense. For the years ending December 31, 2025, 2024 and 2023, we recognized expense for interest and penalties of

$2.0 million, $0.8 million and income of $0.4 million, respectively. At December 31, 2025 and 2024, we have accrued

interest and penalties of $5.9 million and $3.9 million, respectively, which are not included in the table above.

At December 31, 2025 and 2024, in the consolidated balance sheets, we have recorded deferred tax assets of

$69.0 million and $70.1 million, respectively, in other long-term assets and deferred tax liabilities of $26.6 million and

$22.7 million, respectively, in other long-term liabilities. The components of the net deferred tax assets at December 31,

2025 and 2024 are as follows:

(in thousands)	2025	2024
Deferred tax assets:
Net operating loss and tax credit carryforwards	$76,802	$33,875
Intangible assets	42,091	47,409
Accrued and other liabilities	24,582	27,746
Share-based compensation	13,091	15,899
Other	22,070	19,349
Total deferred tax assets before valuation allowance	178,636	144,278
Valuation allowance	(8,364)	(10,894)
Total deferred tax assets, after valuation allowance	$170,272	$133,384
Deferred tax liabilities:
Intangible assets	($44,451)	($41,386)
Property, plant and equipment	(75,390)	(38,900)
Other	(8,010)	(5,726)
Total deferred tax liabilities	($127,851)	($86,012)
Deferred tax assets, net	$42,421	$47,372
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Notes to the Consolidated Financial Statements

Before considering the impact of unrecognized tax benefits, at December 31, 2025, we had $558.3 million in total net

operating loss (NOL) carryforwards which included $401.7 million for Germany, $59.4 million for the U.S., $20.9 million

for the U.K., $19.0 million for the Netherlands and $57.3 million for other foreign jurisdictions. The NOL carryforwards in

the U.S., Germany, the Netherlands and the U.K. carryforward indefinitely. The entire NOL carryforward in the U.S. is

subject to limitations under Section 382 of the U.S. Internal Revenue Code which limits the amount that can be used each

year. NOL carryforwards of $24.7 million in other foreign jurisdictions expire between 2026 and 2030 while the

remainder can be carried forward indefinitely. At December 31, 2025, tax credits total $7.2 million and expire between

2034 and 2044.

As of December 31, 2025, the valuation allowance principally relates to net operating loss carryforwards. A deferred tax

asset can only be recognized to the extent it is "more likely than not" that the assets will be realized. Judgments around

realizability depend on the availability and weight of both positive and negative evidence.

The changes in the valuation allowance for the years ended December 31, 2025, 2024 and 2023 were as follows:

(in thousands)	2025	2024	2023
Balance at beginning of year	($10,894)	($13,214)	($21,265)
Additions charged to income tax expense	(1,380)	(405)	(2,015)
Deductions charged to income tax expense	4,844	1,383	9,719
Currency translation	(934)	1,342	347
Balance at end of year	($8,364)	($10,894)	($13,214)

As of December 31, 2025, a deferred tax liability has not been recognized for residual income taxes in the Netherlands

on the undistributed earnings of the majority of our foreign subsidiaries as these earnings are considered to be either

indefinitely reinvested or can be repatriated tax free under the Dutch participation exemption. Estimating the amount of the

unrecognized deferred tax liability on indefinitely reinvested foreign earnings is not practicable. Should the earnings be

remitted as dividends, we may be subject to taxes including withholding tax. We have $15.0 million of undistributed

earnings that we do not consider indefinitely reinvested and have recorded a deferred tax liability of $0.7 million for both

December 31, 2025 and 2024.

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Notes to the Consolidated Financial Statements

Income Taxes Paid

The following table details the amount and jurisdictions of tax payments (refunds), net of refunds, received for the year

ended December 31, 2025. For the years ended December 31, 2024 and 2023, income taxes paid totaled $15.7 million

and $82.4 million, respectively.

(in thousands)	2025
The Netherlands	$5,660
Foreign:
United States	6,308
Germany	(6,272)
Spain	(1,975)
United Kingdom	(4,198)
Switzerland	4,895
France	2,533
Turkey	2,079
Italy	1,507
Sweden	1,467
Other jurisdictions	5,261
Total foreign income taxes paid	11,605
Total income taxes paid	$17,266
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Notes to the Consolidated Financial Statements

Equity

The authorized classes of our shares consist of Common Shares (410 million authorized), Preference Shares (450 million

authorized) and Financing Preference Shares (40 million authorized). All classes of shares have a par value of €0.01. No

Financing Preference Shares or Preference Shares have been issued. Common Shares are translated to U.S. dollars at the

foreign exchange rates in effect when the shares are issued.

Dividend Declaration

On June 26, 2025 at the Annual General Meeting, shareholders of QIAGEN N.V. approved a cash dividend of $0.25

per common share with a record and ex-date of July 2, 2025. On July 10, 2025, a total of $54.2 million in cash

dividends were paid to our shareholders.

2026 Synthetic Share Repurchase

In January 2026, we completed a synthetic share repurchase that combined a direct capital repayment with a reverse

stock split. The transaction was announced on December 18, 2025. The synthetic share repurchase was implemented

through a series of amendments to our Articles of Association which were approved by our shareholders. The first

amendment involved an increase in share capital by an increase in the nominal value per common share from EUR 0.01 to

EUR 1.96 and a corresponding reduction in additional paid in capital. The second amendment involved a reduction in

common shares whereby 20 existing common shares with a nominal value of EUR 1.96 each were consolidated into 19

new common shares with a nominal value of EUR 2.07 each. The third amendment was a reduction of the nominal value

per common share from EUR 2.07 to EUR 0.01. As a result of these amendments, which in substance constitute a synthetic

share buyback, $496.7 million was returned to shareholders through the transaction which reduced the total number of

outstanding shares by 10.9 million, or 5.0%, to 206.8 million shares outstanding as of January 8, 2026. Consequently,

the conversion rates for convertible notes were updated as disclosed in Note 16 "Debt."

2025 Synthetic Share Repurchase

In January 2025, we completed a synthetic share repurchase that combined a direct capital repayment with a reverse

stock split. The transaction was announced on January 12, 2025. The synthetic share repurchase was implemented through

a series of amendments to our Articles of Association which were approved by our shareholders. The first amendment

involved an increase in share capital by an increase in the nominal value per common share from EUR 0.01 to EUR 1.24

and a corresponding reduction in additional paid in capital. The second amendment involved a reduction in common

shares whereby 36 existing common shares with a nominal value of EUR 1.24 each were consolidated into 35 new

common shares with a nominal value of EUR 1.28 each. The third amendment was a reduction of the nominal value per

common share from EUR 1.28 to EUR 0.01. As a result of these amendments, which in substance constitute a synthetic

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 170
Notes to the Consolidated Financial Statements

share buyback, $280.1 million was repaid to our shareholders and the outstanding number of common shares was

reduced by 6.2 million, or 2.8%. Total expenses incurred related to the capital repayment and share consolidation

amounted to $0.1 million and were charged to equity during 2025.

2024 Synthetic Share Repurchase

In January 2024, we completed a capital repayment program through a synthetic share repurchase that combined a direct

capital repayment with a reverse stock split. The synthetic share repurchase was implemented through a series of

amendments to our Articles of Association which were approved by our shareholders. The first amendment involved an

increase in share capital by an increase in the nominal value per common share from EUR 0.01 to EUR 1.18 and a

corresponding reduction in additional paid in capital. The second amendment involved a reduction in common shares

whereby 25 existing common shares with a nominal value of EUR 1.18 each were consolidated into 24.25 new common

shares with a nominal value of EUR 1.22 each. The third amendment was a reduction of the nominal value per common

share from EUR 1.22 to EUR 0.01. As a result of these amendments, which in substance constitute a synthetic share

buyback, $292.1 million was repaid to our shareholders, and the outstanding number of common shares was reduced by

6.8 million, or 3.0%. Total expenses incurred related to the capital repayment and share consolidation amounted to $0.8

million and were charged to equity during 2024.

Accumulated Other Comprehensive Loss

The following table is a summary of the components of accumulated other comprehensive loss as of December 31, 2025

and 2024:

(in thousands)	2025	2024
Net unrealized loss on hedging contracts, net of tax	($51,745)	($9,818)
Net unrealized gain on pension, net of tax	401	282
Foreign currency effects from intercompany long-term investment transactions, net of tax<br><br>benefits of $13.2 million in 2025 and 2024	(33,415)	(33,962)
Foreign currency translation adjustments	(292,550)	(431,041)
Accumulated other comprehensive loss	($377,309)	($474,539)
QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 171
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Notes to the Consolidated Financial Statements

Earnings Per Common Share

We present basic and diluted earnings per common share. Basic earnings per common share is calculated by dividing the

net income by the weighted average number of common shares outstanding. Diluted earnings per common share reflect the

potential dilution of earnings that would occur if all “in the money” securities to issue common shares were exercised.

The following schedule summarizes the information used to compute earnings per common share for the years ended

December 31, 2025, 2024 and 2023:

(in thousands, except per share data)	2025	2024	2023
Net income	$424,880	$83,591	$341,303
Weighted average number of common shares used to compute basic<br><br>earnings per common share	217,219	222,619	228,146
Dilutive effect of outstanding stock options and restricted stock units	1,661	2,098	2,473
Weighted average number of common shares used to compute<br><br>diluted earnings per common share	218,880	224,717	230,619
Outstanding stock options and awards having no dilutive effect, not included<br><br>in above calculation	50	26	1
Outstanding warrants having no dilutive effect, not included in above<br><br>calculation	—	9,531	17,562
Basic earnings per common share	$1.96	$0.38	$1.50
Diluted earnings per common share	$1.94	$0.37	$1.48

For purposes of considering the 2027 Notes, 2031 Notes and the 2032 Notes, as discussed further in Note 16 "Debt," in

determining diluted earnings per common share, only an excess of the conversion value over the principal amount would

have a dilutive impact using the treasury stock method. Since the 2027 Notes, 2031 Notes and the 2032 Notes were out

of the money and anti-dilutive during the period from January 1, 2023 through December 31, 2025, they were excluded

from the diluted earnings per common share calculations in 2023, 2024 and 2025.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 172
Notes to the Consolidated Financial Statements

Commitments and Contingencies

Licensing and Purchase Commitments

We have licensing agreements with companies, universities and individuals, some of which require certain up-front

payments. Royalty payments are required on net product sales ranging from 0.45 percent to 20 percent of covered

products or based on quantities sold. Several of these agreements have minimum royalty requirements. The accompanying

consolidated balance sheets include accrued royalties relating to these agreements in the amount of $6.1 million and $5.1

million at December 31, 2025 and 2024, respectively. Royalty expense relating to these agreements amounted to $15.4

million for the year ended December 31, 2025 and $13.9 million for the years ended December 31, 2024 and 2023.

Royalty expense is primarily recorded in cost of sales, with a small portion recorded as research and development expense

depending on the use of the technology under license. Some of these agreements also have minimum raw material

purchase requirements and requirements to perform specific types of research.

At December 31, 2025, we had commitments to purchase goods or services and to make future license and royalty

payments. They are as follows:

Years ending December 31,<br><br>(in thousands)	Purchase<br><br>commitments	License & royalty<br><br>commitments
2026	$78,587	$1,933
2027	42,675	1,986
2028	22,500	1,844
2029	3,465	1,852
2030	1,506	1,881
Thereafter	—	9,029
	$148,733	$18,525

Contingent Consideration Commitments

Pursuant to the purchase agreements for certain acquisitions, we could be required to make additional contingent cash

payments for a previous business combination based on the achievement of certain revenue and operating result

milestones. Milestone payments total $71.9 million may be triggered through the end of 2027. Based on the current

estimate of potential milestone payments, $16.2 million is included in accrued and other current liabilities and $6.6 million

is included in other long-term liabilities in the accompanying consolidated balance sheet as of December 31, 2025. Refer

to Note 15 "Financial Instruments and Fair Value Measurements" for changes in the contingent consideration liabilities.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 173
Notes to the Consolidated Financial Statements

Employment Agreements

Certain of our employment contracts contain provisions which guarantee payments in the event of a change in control, as

defined in the agreements, or if the executive is terminated for reasons other than cause, as defined in the agreements. At

December 31, 2025, the commitment under these agreements totaled $10.5 million.

Contingencies

In the ordinary course of business, we provide a warranty to customers that our products are free of defects and will

conform to published specifications. Generally, the applicable product warranty period is one year from the date of

delivery of the product to the customer or of site acceptance, if required. Additionally, we typically provide limited

warranties with respect to our services. We provide for estimated warranty costs at the time of the product sale. The

changes in the carrying amount of warranty obligations for the years ended December 31, 2025 and 2024 are as

follows:

(in thousands)	2025	2024
Balance at beginning of year	$2,810	$3,944
Provision charged to cost of sales	3,383	2,675
Usage	(3,099)	(2,643)
Adjustments to previously provided warranties, net	(26)	(1,016)
Currency translation	159	(150)
Balance at end of year	$3,227	$2,810

Litigation

From time to time, we may be party to legal proceedings incidental to our business. As of December 31, 2025, certain

claims, suits or legal proceedings arising out of the normal course of business have been filed or were pending against

QIAGEN N.V. or its subsidiaries. These matters have arisen in the ordinary course and conduct of business as well as

through acquisition. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessing

litigation contingencies is highly subjective and requires judgments about future events. Although it is not possible to predict

the outcome of such litigation, we assess the degree of probability and evaluate the reasonably possible losses that we

could incur as a result of these matters. We accrue for any estimated loss when it is probable that a liability has been

incurred and the amount of probable loss can be estimated. We are not party to any material legal proceeding as of the

date of this report.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 174
Notes to the Consolidated Financial Statements

Patent Litigation

Labcorp (as successor to ArcherDX)

In 2018, ArcherDX (succeeded in the litigation by Laboratory Corporation of America Holdings and Labcorp Genetics, Inc.

(Labcorp)) and Massachusetts General Hospital (MGH) sued QIAGEN for patent infringement. In August 2021, a federal

jury ruled that QIAGEN infringed two patents owned by ArcherDX and awarded damages of $4.7 million which were

accrued in 2021 and remained accrued as of December 31, 2024 in other long-term liabilities in the accompanying

consolidated balance sheet. In the third quarter of 2025, the Court of Appeals for the Federal Circuit reversed the decision

of infringement of the District Court of Delaware, vacated the $4.7 million damages award and granted judgment as a

matter of law of non-infringement in favor of QIAGEN. The plaintiffs did not file any motion opposing this decision before

the deadline and the matter is now closed. Accordingly, the $4.7 million accrual was reversed to restructuring, acquisition,

integration and other, net in the accompanying consolidated statement of income for the year ended December 31, 2025.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 175
Notes to the Consolidated Financial Statements

Segment Information

We manage our business activities on a consolidated basis and operate as a single operating segment, focusing on the

development and distribution of sample and assay technologies in the molecular diagnostics and Life Sciences markets.

We have a common basis of organization and the single operating segment reflects the way in which our Chief Executive

Officer, who is the Chief Operating Decision Maker (CODM), evaluates the Company’s financial performance, makes

decisions with regards to business operations and allocates resources based on evaluations of QIAGEN as a whole. As

QIAGEN N.V. operates as a single operating segment, the segment information disclosed aligns with the amounts

presented in the consolidated financial statements.

We are a leader in molecular research and testing solutions, and our products and services are offered globally. Our

product portfolio addresses a wide range of applications and is grouped into two main categories:

•Consumables and related revenues involve our consumables kits, bioinformatics solutions, royalties, co-development

milestone payments and services; and

•Instruments and related services, which include laboratory automation platforms, such as sample preparation systems,

which streamline workflows in research and diagnostic labs.

Refer to Note 4 "Revenue" for disaggregation of revenue based on product type and product category.

We generate revenue from a diverse customer base. For the years ended December 31, 2025, 2024 and 2023, no single

external customer accounted for 10% or more of the Company’s total consolidated revenue.

The CODM assesses the performance of the Company using consolidated net income as the measure of segment profit or

loss because it captures the financial impact of the Company’s operating and financing decisions as well as its tax

obligations. This measure provides a holistic view of the Company’s profitability and is considered the most relevant metric

for decision-making for the Company as a whole.

The CODM utilizes consolidated net income to make strategic decisions about:

•Investment Priorities: Determining the allocation of resources to growth initiatives, research and development or other key

operational areas.

•Investment in Research and Development: Determining the appropriate level of funding for research and development

initiatives to drive innovation and maintain the Company's competitive edge.

•Market Expansion: Assessing the financial viability of entering new markets or expanding in existing ones to foster

growth.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 176
Notes to the Consolidated Financial Statements

•Cost Management: Evaluating the efficiency of current operations, identifying opportunities for cost optimization and

improving operational efficiency across the organization.

•Capital Deployment: Assessing the Company’s ability to reinvest profits into the business or return value to shareholders

through capital repayments, dividends or share repurchases.

The CODM reviews certain significant expense categories when evaluating the Company’s operational performance. These

include adjusted costs of sales and the resulting adjusted gross profit and margin as well as adjusted operating expenses

and the associated adjusted operating income and margin.

The following table presents selected financial information with respect to the Company’s single operating segment for the

years ended December 31, 2025, 2024 and 2023:

(in thousands)	2025	2024	2023
Net sales	$2,089,999	$1,978,214	$1,965,311
Cost of sales:
Adjusted cost of sales	702,988	653,403	659,001
Other cost of sales (1)	87,516	357,461	72,622
Total cost of sales	790,504	1,010,864	731,623
Gross profit	1,299,495	967,350	1,233,688
Operating expenses:
Adjusted operating expenses	771,185	757,855	777,677
Other operating costs (1)	62,459	111,784	46,073
Total operating expenses	833,644	869,639	823,750
Income from operations	465,851	97,711	409,938
Total other income, net	24,414	23,436	19,871
Income before income tax expense	490,265	121,147	429,809
Income tax expense	65,385	37,556	88,506
Net income	$424,880	$83,591	$341,303

(1)Other costs include amortization of intangible assets acquired in business combinations and costs related to acquisitions, restructuring and integrations.

The CODM does not review assets in evaluating results and therefore, such information is not presented for segment

reporting. See the consolidated financial statements for other financial information regarding the Company’s operating

segment.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 177
Notes to the Consolidated Financial Statements

Geographical Information

Net sales are attributed to countries based on the location of the customer. Intercompany sales are excluded from

consolidated net sales. No single customer represents more than ten percent of consolidated net sales. Our country of

domicile is the Netherlands, which reported net sales of $23.7 million, $20.9 million and $20.3 million for the years

ended 2025, 2024 and 2023, respectively, and these amounts are included in the line item Europe, Middle East and

Africa in the table below.

Net sales by geographical location for the years ended December 31, 2025, 2024 and 2023 are as follows:

(in thousands)	2025	2024	2023
Americas:
United States	$998,448	$942,009	$935,281
Other Americas	88,065	89,557	84,774
Total Americas	1,086,513	1,031,566	1,020,055
Europe, Middle East and Africa	712,759	648,494	624,573
Asia Pacific, Japan and Rest of World	290,727	298,154	320,683
Total net sales	$2,089,999	$1,978,214	$1,965,311
QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 178
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Notes to the Consolidated Financial Statements

Long-lived assets include property, plant and equipment. The Netherlands, which is included in the balances for Europe in

the table below, reported long-lived assets of $1.0 million and $0.7 million as of December 31, 2025 and 2024,

respectively.

Long-lived assets by geographical location as of December 31, 2025 and 2024 are as follows:

(in thousands)	2025	2024
Americas:
United States	$153,956	$143,894
Other Americas	2,608	2,122
Total Americas	156,564	146,016
Europe, Middle East and Africa:
Germany	670,947	526,251
Other Europe, Middle East and Africa	80,940	64,714
Total Europe, Middle East and Africa	751,887	590,965
Asia Pacific, Japan and Rest of World	15,497	16,630
Total long-lived assets	$923,948	$753,611

Accounting Policies

The accounting policies used to prepare segment information are consistent with those used in the preparation of the

Company’s consolidated financial statements in accordance with U.S. GAAP.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 179
Notes to the Consolidated Financial Statements

Share-Based Compensation

The QIAGEN N.V. 2023 Stock Plan (the 2023 Plan) was approved at the June 2023 Annual General Meeting. We

adopted the QIAGEN N.V. 2014 Stock Plan (the 2014 Plan) in 2014. The 2014 Plan expired in May 2024. At

December 31, 2025, we had approximately 11.4 million common shares reserved and available for issuance under the

2014 and 2023 Plans.

The plans allow for the granting of stock rights and incentive stock options, as well as non-qualified options, stock grants

and stock-based awards, generally with terms of up to three years, with previous grants through 2020 having terms of five

years subject to earlier termination in certain situations. The vesting and exercisability of certain stock rights will be

accelerated in the event of a Change of Control, as defined in the plans. We issue Treasury Shares upon the vesting of

stock-based awards.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 180
Notes to the Consolidated Financial Statements

Stock Units

Stock units represent rights to receive Common Shares at a future date and include restricted stock units which are subject

to time-vesting only and performance stock units which include performance conditions in addition to time-vesting. The final

number of performance stock units earned is based on the performance achievement which for some grants can reach up

to 200% of the granted shares. There is no exercise price and the fair market value at the time of the grant is recognized

over the requisite vesting period. The fair market value is determined based on the number of stock units granted and the

market value of our shares on the grant date. Pre-vesting forfeitures were estimated to be approximately 6.0%. At

December 31, 2025, there was $65.2 million remaining in unrecognized compensation cost net of estimated forfeitures

related to these awards, which is expected to be recognized over a weighted average period of 1.38 years. The weighted

average grant date fair value of stock units granted during the years ended December 31, 2025, 2024 and 2023 was

$41.69, $42.88 and $44.37, respectively. The total fair value of stock units that vested during the years ended

December 31, 2025, 2024 and 2023 was $60.7 million, $74.1 million and $39.4 million, respectively.

A summary of stock units as of December 31, 2025 and changes during the year are presented below.

Stock units	Number of<br><br>stock units<br><br>(in thousands)	Weighted<br><br>average<br><br>contractual term<br><br>(in years)	Aggregate<br><br>intrinsic value<br><br>(in thousands)
Outstanding at January 1, 2025	3,606
Granted	1,156
Vested	(1,466)
Forfeited	(210)
Outstanding at December 31, 2025	3,086	1.38	$138,776
Vested and expected to vest at December 31, 2025	2,819	1.33	$126,778

We net share settle for the tax withholding upon the vesting of awards. Shares are issued on the vesting dates net of the

applicable statutory tax withholding to be paid by us on behalf of our employees. As a result, fewer shares are issued than

the number of stock units outstanding. We record a liability for the tax withholding to be paid by us as a reduction to

treasury shares.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 181
Notes to the Consolidated Financial Statements

Compensation Expense

Share-based compensation expense before income taxes for the years ended December 31, 2025, 2024 and 2023

totaled approximately $50.4 million, $43.6 million and $47.1 million, respectively, as shown in the table below.

(in thousands)	2025	2024	2023
Cost of sales	$6,044	$4,317	$3,296
Research and development	8,246	6,691	7,484
Sales and marketing	13,119	12,122	14,495
General and administrative	22,991	20,497	21,825
Share-based compensation expense	50,400	43,627	47,100
Less: Income tax benefit(1)	10,910	10,394	11,035
Share-based compensation expense, after tax	$39,490	$33,233	$36,065

(1)Does not include the excess tax benefit realized for the tax deductions of the share-based payment arrangements which totaled $1.3 million for the

year ended December 31, 2023. There were zero excess tax benefits realized for the years ended December 31, 2025 and 2024.

The variability in share-based compensation expense primarily reflects the impact from performance achievement levels

and forfeitures.

Employee Benefits

We maintain various benefit plans, including defined contribution and defined benefit plans. Our U.S. defined contribution

plan is qualified under Section 401(k) of the Internal Revenue Code and covers substantially all U.S. employees.

Participants may contribute a portion of their compensation not exceeding a limit set annually by the Internal Revenue

Service. This plan includes a provision for us to match a portion of employee contributions. Total expenses under the

401(k) plans were $3.7 million, $4.1 million and $4.5 million for each of the years ended December 31, 2025, 2024

and 2023, respectively. We also have a defined contribution plan which covers certain executives. We make matching

contributions up to an established maximum. Matching contributions made to the plan, and expensed, totaled

approximately $0.1 million for each of the years ended December 31, 2025, 2024 and 2023.

We have eight defined benefit, non-contributory retirement or termination plans that cover certain employees in Germany,

France, Italy, Japan, Poland, Philippines and the United Arab Emirates. These defined benefit plans provide benefits to

covered individuals satisfying certain age and/or service requirements. For certain plans, we calculate the vested benefits

to which employees are entitled if they separate immediately. The benefits accrued on a pro-rata basis during the

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 182
Notes to the Consolidated Financial Statements

employees’ employment period are based on the individuals’ salaries, adjusted for inflation. All defined benefit plans are

unfunded. The liability under the defined benefit plans totaled $9.2 million and $8.4 million as of December 31, 2025

and 2024, respectively, and is included as a component of other long-term liabilities on the accompanying consolidated

balance sheets.

Related Party Transactions

From time to time, we have transactions with other companies in which we hold an interest as summarized in the table

below.

Net sales to related parties for the years ended December 31, 2025, 2024 and 2023 are as follows:

(in thousands)	2025	2024	2023
Net sales	$2,061	$3,073	$9,039

As of December 31, 2025 and 2024, balances with related parties are as follows:

(in thousands)	2025	2024
Accounts receivable	$1,978	$1,848
Accounts payable	$608	$872
Accrued and other current liabilities	$2,376	$1,367

Subsequent Event

In January 2026, we completed a synthetic share repurchase that combined a direct capital repayment with a reverse

stock split as discussed in Note 18 "Equity."

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 183
Appendices
184	Articles of Association
---	---
196	Principal Accountant Fees and Services
197	Taxation
203	Government Regulations
216	Exchange Controls
217	Documents on Display
218	Controls and Procedures
220	Disclosure under Section 219 of ITRA
221	Reference Table Form 20-F
QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 184
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Articles of Association

We are a public company with limited liability (naamloze vennootschap)

incorporated under Dutch law and registered with the Dutch Trade Register

under file number 12036979. Set forth below is a summary of certain

provisions of our Articles of Association, as lastly amended on January 7,

2026, and Dutch law, where appropriate. The below also contains information

on provisions of the Dutch Corporate Governance Code 2025 (the Dutch

Code), which contains principles of good corporate governance and best

practice provisions that regulate relations between the Managing Board, the

Supervisory Board and the Shareholders. The principles and provisions are

aimed at defining responsibilities for sustainable long-term value creation, risk

control, effective management and supervision, remuneration and the

relationships with Shareholders, including the General Meeting, and other

stakeholders. A listed company should either comply or, if not, explain in its

management report why, and to what extent, it does not comply with the

principles of the Dutch Code. The Dutch Code has been taken into account in

the summary below.

This summary does not purport to be complete and is qualified in its entirety by

reference to the Articles of Association, Dutch Law and the Dutch Code.

Corporate Purpose

Our objectives include, without limitation, the performance of activities in the

biotechnology industry as well as incorporating, acquiring, participating in,

financing, managing and having any other interest in companies or enterprises

of any nature, raising and lending funds and such other acts as may be

conducive to our business.

Managing Directors

QIAGEN shall be managed by a Managing Board consisting of one or more

Managing Directors under the supervision of the Supervisory Board. The

Managing Board is responsible for our continuity and our affiliated enterprise.

The Managing Board focuses on our sustainable long-term value creation and

our affiliated enterprise, taking into account the impact the actions of the

Company and its affiliated enterprise have on people, the environment and our

stakeholders' interests that are relevant in this context, which include, but are

not limited to, our shareholders. Managing Directors shall be appointed by the

General Meeting upon a binding nomination by the joint meeting of the

Supervisory Board and the Managing Board (Joint Meeting). However, the

General Meeting may at all times overrule the binding nature of such a

nomination by a resolution adopted by at least a two-thirds majority of the votes

cast, if such majority represents more than half the issued share capital. This is

different from the provisions of many American corporate statutes, including the

Delaware General Corporation Law, which give the directors of a corporation

greater authority in choosing the executive officers of a corporation. Under our

Articles of Association, the General Meeting may suspend or dismiss a

Managing Director at any time by a resolution adopted by at least a two-thirds

majority of the votes cast, if such majority represents more than half of the

issued share capital, or by a simple majority of votes cast without any quorum

requirements required to be satisfied, if the suspension or dismissal is proposed

by the Joint Meeting. The Supervisory Board shall also at all times be entitled to

suspend (but not to dismiss) a Managing Director. The Articles of Association

provide that the Supervisory Board may adopt management board rules

governing the internal organization of the Managing Board.

Furthermore, the Supervisory Board shall determine the salary, the bonus, if

any, and the other compensation terms and conditions of service of the

Managing Directors within the scope of the remuneration policy. The current

remuneration policy of the Managing Board was adopted in our Annual

General Meeting on June 26, 2025.

Resolutions of the Managing Board shall be validly adopted, if adopted by

simple majority of votes, at least one of whom voting in favor of the proposal

must be the Chairman. Each Managing Director has the right to cast one vote.

Under Dutch law, in the event that there is a conflict of interest between a

Managing Director and us and our business on a certain matter, that Managing

Director shall not participate in the discussions and voting on that matter. If all

Managing Directors have a conflict of interest, such resolution shall be adopted

by the Supervisory Board. If all Supervisory Directors have a conflict of interest

as well, the General Meeting will be authorized to resolve on the matter.

According to the Dutch Code, any conflict of interest between the Company

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 185
Articles of Association

and Managing Directors should be prevented. To avoid conflicts of interest,

adequate measures should be taken. Under the Dutch Code, the Supervisory

Board is responsible for the decision-making on dealing with conflicts of interest

regarding Managing Directors, Supervisory Directors and majority shareholders

in relation to us. A Managing Director should report any potential conflict of

interest in a transaction that is of material significance to the Company and/or

to such Managing Director to the Chairman of the Supervisory Board and to the

other members of the Managing Board without delay. The Supervisory Board

should decide, outside the presence of the Managing Director concerned,

whether there is a conflict of interest. All transactions in which there are

conflicts of interest with Managing Directors shall be agreed on terms that are

customary in the sector concerned. Decisions to enter into transactions under

which a Managing Director would have a conflict of interest that are of material

significance to QIAGEN and/or to the Managing Director concerned, require

the approval of the Supervisory Board.

Supervisory Directors

The Supervisory Board shall be responsible for supervising the policy pursued

by the Managing Board and our general course of affairs. Under our Articles of

Association, the Supervisory Directors are required to serve the interests of our

Company and our business and the interest of all stakeholders (which includes,

but is not limited to, our shareholders) in fulfilling their duties. The Supervisory

Board shall consist of such number of members as the Joint Meeting may, from

time to time, determine, with a minimum of three members. The Supervisory

Directors shall be appointed by the General Meeting upon the Joint Meeting

having made a binding nomination for each vacancy. However, the General

Meeting may at all times overrule the binding nature of such a nomination by a

resolution adopted by at least a two-thirds majority of the votes cast, if such

majority represents more than half the issued share capital. If, during a

financial year, a vacancy occurs in the Supervisory Board, the Supervisory

Board may appoint a Supervisory Director who will cease to hold office at the

next Annual General Meeting, provided that the number of Supervisory

Directors that may be appointed in this manner is limited to one-third of the

number of Supervisory Directors determined by the Joint Meeting. This is

different from the provisions of many American corporate statutes, including the

Delaware General Corporation Law, which provides that directors may vote to

fill vacancies on the board of directors of a corporation. Under our Articles of

Association, the General Meeting may suspend or dismiss a Supervisory

Director at any time by a resolution adopted by at least a two-thirds majority of

the votes cast, if such majority represents more than half of the issued share

capital, or by a simple majority of votes cast without any quorum requirements

required to be satisfied, if the suspension or dismissal is proposed by the Joint

Meeting.

Under Dutch law, in the event that there is a conflict of interest between a

Supervisory Director and us and our business on a certain matter, that

Supervisory Director shall not participate in the discussions and voting on that

matter. Under the Dutch Code, a Supervisory Director should report any conflict

of interest or potential conflict of interest in a transaction that is of material

significance to the Company and/or to such Supervisory Director to the

Chairman of the Supervisory Board without delay. The Supervisory Board

should decide, outside the presence of the Supervisory Director concerned,

whether there is a conflict of interest. If all Supervisory Directors have a conflict

of interest, the relevant resolution shall be adopted by the General Meeting. All

transactions in which there are conflicts of interest with Supervisory Directors

shall be agreed on terms that are customary in the sector concerned. Decisions

to enter into transactions under which a Supervisory Director would have a

conflict of interest that are of material significance to QIAGEN and/or to the

Supervisory Director concerned, require the approval of the Supervisory Board.

In accordance with Dutch law and the Dutch Code, the General Meeting

determines the compensation of the Supervisory Directors upon the proposal of

the Compensation & Human Resources Committee with due observance of the

remuneration policy for Supervisory Directors as adopted at the 2024 Annual

General Meeting. Under the Dutch Code, any shares held by a Supervisory

Director in the Company on whose board he or she sits should be long-term

investments.

Liability of Managing Directors and Supervisory Directors

Under Dutch law, as a general rule, Managing Directors and Supervisory

Directors are not liable for obligations we incur. Under certain circumstances,

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however, they may become liable, either toward QIAGEN (internal liability) or

to others (external liability), although some exceptions are described below.

Liability toward QIAGEN

Failure of a Managing Director or Supervisory Director to perform his or her

duties does not automatically lead to liability. Liability is only incurred in the

case of a clear, indisputable shortcoming about which no reasonably judging

business-person would have any doubt. In addition, the Managing Director or

Supervisory Director must be deemed to have been grossly negligent.

Managing Directors are jointly and severally liable for failure of the Managing

Board as a whole, but an individual Managing Director will not be held liable

if he or she is determined not to have been responsible for the mismanagement

and has not been negligent in preventing the consequences. Supervisory

Directors are jointly and severally liable for failure of the Supervisory Board as

a whole, but an individual Supervisory Director will not be held liable if he or

she is determined not to have been responsible for the mismanagement and has

not been negligent in preventing the consequences.

Liability for Misrepresentation in Annual Accounts

Managing Directors and Supervisory Directors are also jointly and severally

liable to any third party for damages suffered as a result of misrepresentation in

the annual accounts, management commentary or interim statements of

QIAGEN, although a Managing Director or Supervisory Director will not be

held liable if found not to be personally responsible for the misrepresentation.

Moreover, a Managing Director or Supervisory Director may be found to be

criminally liable if he or she deliberately publishes false annual accounts or

deliberately allows the publication of such false annual accounts.

Tort Liability

Under Dutch law, there can be liability if one has committed a tort

(onrechtmatige daad) against another person. Although there is no clear

definition of “tort” under Dutch law, breach of a duty of care toward a third

party is generally considered to be tort. Therefore, a Dutch corporation may be

held liable by any third party under the general rule of Dutch laws regarding

tort claims. In exceptional cases, Managing Directors and Supervisory Directors

have been found liable on the basis of tort under Dutch common law, but it is

generally difficult to hold a Managing Director or Supervisory Director

personally liable for a tort claim. Shareholders cannot base a tort claim on any

losses which derive from and coincide with losses we suffered. In such cases,

only we can sue the Managing Directors or Supervisory Directors.

Criminal Liability

Under Dutch law, if a legal entity has committed a criminal offense, criminal

proceedings may be instituted against the legal entity itself as well as against

those who gave order to or were in charge of the forbidden act. As a general

rule, it is held that a Managing Director is only criminally liable if he or she

played a reasonably active role in the criminal act.

Indemnification

Article 27 of our Articles of Association provides that we shall indemnify every

person who is or was a Managing Director or Supervisory Director against all

expenses (including attorneys’ fees), judgments, fines and amounts paid in

settlement with respect to any threatened pending or completed action, suit or

proceeding as well as against expenses (including attorneys’ fees) actually and

reasonably incurred in connection with the defense or settlement of an action or

proceeding, if such person acted in good faith and in a manner he or she

reasonably could believe to be in or not opposed to our best interests. An

exception is made in respect to any claim, issue or matter as to which such

person shall have been adjudged to be liable for gross negligence or willful

misconduct in the performance of his or her duty to us.

Classes of Shares

The authorized classes of our shares consist of Common Shares, Financing

Preference Shares and Preference Shares. No Financing Preference Shares or

Preference Shares have been issued.

Common Shares

Common Shares are issued in registered form only. No share certificates are

issued for Common Shares and Common Shares are registered in our

shareholders' register with Equiniti Trust Company, LLC, our transfer agent and

registrar in New York.

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The transfer of registered shares requires a written instrument of transfer and the

written acknowledgment of such transfer by us or the New York Transfer Agent

(in our name).

Financing Preference Shares

No Financing Preference Shares are currently issued or outstanding. If issued,

Financing Preference Shares will be issued in registered form only. No share

certificates are issued for Financing Preference Shares. Financing Preference

Shares must be fully paid up upon issue. The preferred dividend rights attached

to Financing Preference Shares are described under “Dividends” below. We

have no present plans to issue any Financing Preference Shares.

Preference Shares

No Preference Shares are currently issued or outstanding. If issued, Preference

Shares will be issued in registered form only. No share certificates shall be

issued for Preference Shares. Only 25% of the nominal value thereof is required

to be paid upon subscription for Preference Shares. The obligatory payable

part of the nominal amount (or the call) must be equal for each Preference

Share. The Managing Board may, subject to the approval of the Supervisory

Board, resolve on which day and up to which amount a further call must be

paid on Preference Shares which have not yet been paid up in full. The

preferred dividend rights attached to Preference Shares are described under

“Dividends” below.

Pursuant to our Articles of Association, QIAGEN’s Supervisory Board is entitled,

if and in so far as the Supervisory Board has been designated by our General

Meeting, to resolve to issue Preference Shares in the event that (i) any person

who alone or with one or more other persons, directly or indirectly, have

acquired or given notice of an intent to acquire (beneficial) ownership of an

equity stake which in aggregate equals 20% or more of our share capital then

outstanding, or (ii) the Supervisory Board has determined a person to be an

“adverse person.” For this purpose, an “adverse person” is generally

any (legal) person, alone or together with affiliates or associates, with an equity

stake in our Company which the Supervisory Board considers to be substantial,

which must be at least 10% of the issued share capital, and where the

Supervisory Board is of the opinion that this (legal) person has engaged in an

acquisition that is intended to cause or pressure QIAGEN to enter into

transactions intended to provide such person with short-term financial gain

under circumstances that would not be in the interest of QIAGEN and our

shareholders or whose ownership is reasonably likely to cause a material

adverse impact on our business prospects. Currently, the Supervisory Board has

not been designated to issue Preference Shares.

On August 2, 2004, we entered into an agreement (Option Agreement) with

Stichting Preferente Aandelen QIAGEN (SPAQ) which was most recently

amended on June 4, 2012. Pursuant to the Option Agreement, SPAQ was

granted an option to acquire such number of Preference Shares as are equal to

the total number of all outstanding Common Shares minus one in our share

capital at the time of the relevant exercise of the right. SPAQ may exercise its

right to acquire the Preference Shares in all situations that it believes that our

interest or our stakeholders' interests are at risk (which situations include but are

not limited to (i) receipt of a notification from the Managing Board that a

takeover is imminent, and (ii) receipt of a notification from the Managing Board

that one or more activist shareholders take a position that is not in the interest of

QIAGEN, our shareholders or our other stakeholders), provided that the

conditions mentioned in the previous paragraph have been met. Due to the

implementation of the EC Directive on Takeover Bids in Dutch legislation, the

exercise of the option to acquire Preference Shares by SPAQ and the

subsequent issuance of Preference Shares to SPAQ needs to be done with due

observance and in consideration of the restrictions imposed by the Public Offer

Rules.

SPAQ was incorporated on August 2, 2004. Its principal office is located at

Hulsterweg 82, 5912 PL Venlo, The Netherlands. Its statutory objectives are to

protect our interests and our enterprise and the enterprises of companies which

are linked to us. SPAQ shall attempt to accomplish its objectives by way of

acquiring Preference Shares in the share capital of QIAGEN and to exercise

the voting rights in our interests and the interests of our stakeholders.

The board of SPAQ shall consist of at least two directors. Upon incorporation of

SPAQ, two members were appointed to the board of SPAQ who resigned in

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In December 2019, two new members were appointed. After serving on

the board of SPAQ for four years, at the end of 2025, each of these board

members were reappointed for an additional two year term. The board of

SPAQ may appoint additional members to the board. Board resolutions will be

adopted by unanimity of the votes cast. SPAQ will be represented either by its

board or by the chairman of its board.

Issuance of shares

Under our Articles of Association, the Supervisory Board has the power to issue

Shares, determine the issue price and establish further conditions of any such

issuance, provided that it has been authorized by the General Meeting to do

so. The authorization referred to in the preceding sentence can only be granted

for a specific period of time not exceeding five years and may be extended in

the same manner. If there is no designation of the Supervisory Board to issue

shares in force, the General Meeting shall have authority to issue shares, but

only upon the proposal of, and in accordance with the issue price and further

conditions as determined by, the Supervisory Board. For these purposes,

issuances of shares include the granting of rights to subscribe for shares, such

as options and warrants, but not the issue of shares upon exercise of such

rights.

On June 21, 2024, the General Meeting resolved to authorize the Supervisory

Board until December 21, 2025, to issue Common Shares and Financing

Preference Shares or grant rights to subscribe for such shares, the aggregate

par value of which shall be equal to the aggregate par value of 50% of the

shares issued and outstanding in the capital of the Company as of December

31, 2023, as included in the Annual Accounts for Calendar Year 2023.

Pre-emptive Rights

Under our Articles of Association, existing holders of Common Shares will have

pre-emptive rights in respect of future issuances of Common Shares in

proportion to the number of Common Shares held by them, unless limited or

excluded as described below. Holders of Common Shares shall not have pre-

emptive rights in respect of future issuances of Financing Preference Shares or

Preference Shares. Holders of Financing Preference Shares and Preference

Shares shall not have pre-emptive rights in respect of any future issuances of

share capital. Pre-emptive rights do not apply with respect to shares issued

against contributions other than in cash or shares issued to employees of the

Company or one of our group companies. Under our Articles of Association,

the Supervisory Board has the power to limit or exclude any pre-emptive rights

to which shareholders may be entitled, provided that it has been authorized by

the General Meeting to do so. The authority of the Supervisory Board to limit or

exclude pre-emptive rights can only be exercised if, at that time, the Supervisory

Board's authority to issue shares is in full force and effect. The authority to limit

or exclude pre-emptive rights may be extended in the same manner as the

authority to issue shares. If there is no designation of the Supervisory Board to

limit or exclude pre-emptive rights in force, the General Meeting shall have

authority to limit or exclude such pre-emptive rights, but only upon the proposal

of the Supervisory Board.

Resolutions of the General Meeting (i) to limit or exclude pre-emptive rights or

(ii) to designate the Supervisory Board as the corporate body that has the

authority to limit or exclude pre-emptive rights, require a majority of at least

two-thirds of the votes cast in a meeting of shareholders if less than 50% of the

issued share capital is present or represented. For these purposes, issuances of

shares include the granting of rights to subscribe for shares, such as options

and warrants, but not the issue of shares upon exercise of such rights.

On June 26, 2025, the General Meeting resolved to grant the authority to

restrict or exclude pre-emptive rights until December 26, 2026. However, the

General Meeting has limited this authority in a way that the Supervisory Board

can only exclude or limit the pre-emptive rights in relation to no more than 10%

of the aggregate par value of all shares issued and outstanding in the capital of

the Company as of December 31, 2024.

Acquisition of Our Own Shares

We may acquire our own shares, subject to certain provisions of Dutch law and

our Articles of Association, if (i) shareholders’ equity less the payment required

to make the acquisition does not fall below the sum of paid-up and called-up

capital and any reserves required by Dutch law or the Articles of Association,

and (ii) we and our subsidiaries would not thereafter hold shares with an

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aggregate nominal value exceeding half of our issued share capital. Shares

that we hold in our own capital or shares held by one of our subsidiaries may

not be voted. The Managing Board, subject to the approval of the Supervisory

Board, may effect the acquisition of shares in our own capital. Our acquisitions

of shares in our own capital may only take place if the General Meeting has

granted the authority to effect such acquisitions to the Managing Board. Such

authority may apply for a maximum period of eighteen months and must specify

the number of shares that may be acquired, the manner in which shares may

be acquired and the price limits within which shares may be acquired. Dutch

corporate law allows for the authorization of the Managing Board to purchase

a number of shares equal to up to 50% of the Company’s issued share capital

on the date of the acquisition. On June 26, 2025, the General Meeting

resolved to extend the authorization of the Managing Board in such manner

that the Managing Board may, for the 18-month period beginning June 26,

2025, until December 26, 2026, cause us to acquire shares in our own share

capital, up to 10% of the Company's issued share capital on the date of the

acquisition and provided that the Company or any subsidiary shall not hold

more than 10% of the Company's issued share capital at any time, without

limitation at a price between one euro cent (euro 0.01) and one hundred ten

percent (110%) of the higher of the average closing price of our shares on the

New York Stock Exchange or, as applicable, the Frankfurt Stock Exchange, for

the five trading days prior to the day of purchase, or, with respect to Preference

and Financing Preference shares, against a price between one euro cent (euro

0.01) and three times the issuance price and in accordance with applicable

provisions of Dutch law and our Articles of Association.

Synthetic share repurchase

During the Annual General Meeting held on June 26, 2025, the General

Meeting approved a proposal to allow the Managing Board, subject to the

approval of the Supervisory Board, to, during a period of 18 months from the

date of the Annual General Meeting, i.e., until December 26, 2026, adjust the

Company's capital structure and to repay capital to our shareholders via a

synthetic share repurchase within predetermined boundaries. The key

consequences of such a synthetic share repurchase included: (i) an amount to

be determined by the Managing Board, subject to the approval of the

Supervisory Board, of up to a maximum $500 million would be paid to our

shareholders as a capital repayment, and (ii) the number of outstanding

Common Shares would at least be decreased by a number of Common Shares

approximately equal to the number of Common Shares that the Company,

theoretically, could have repurchased for the aggregate amount repaid to our

shareholders.

For more information on the synthetic share repurchase, refer to the explanatory

notes to agenda Item 15 in the proxy statement relating to the Annual General

Meeting of June 26, 2025 as well as our press release of December 18, 2025.

Capital Reduction

Subject to the provisions of Dutch law and our Articles of Association, the

General Meeting may, upon the proposal of the Supervisory Board, resolve to

reduce the issued share capital by (i) canceling shares, or (ii) reducing the

nominal value of shares through an amendment of our Articles of Association.

Cancellation with repayment of shares or partial repayment on shares or

release from the obligation to pay up may also be made or given exclusively

with respect to Common Shares, Financing Preference Shares or Preference

Shares.

Financial Year, Annual Accounts and Independent Registered

Public Accounting Firm

Our financial year coincides with the calendar year. Dutch law requires that

within four months after the end of the financial year, the Managing Board must

make available a report with respect to such financial year, including our

financial statements for such year prepared under International Financial

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Reporting Standards and accompanied by an Independent Auditor's Report.

The annual report is submitted to the Annual General Meeting for adoption.

The General Meeting appoints the external auditor of our statutory financial

statements prepared in accordance with International Financial Reporting

Standards and to issue a report thereon. On June 21, 2024, our shareholders

appointed Ernst & Young Accountants LLP to serve as our external auditor for

our statutory consolidated financial statements prepared in accordance with

International Financial Reporting Standards for the year ending December 31,

2025.

Dividends and Other Distributions

Subject to certain exceptions, dividends may only be paid out of profits as

shown in our annual financial statements as adopted by the General Meeting.

Distributions may not be made if the distribution would reduce shareholders’

equity below the sum of the paid-up and called-up capital and any reserves

required by Dutch law or our Articles of Association.

Out of profits, dividends must first be paid on any outstanding Preference

Shares (the Preference Share Dividend) in a percentage (the Preference Share

Dividend Percentage) of the obligatory call amount paid up on such shares at

the beginning of the financial year in respect of which the distribution is made.

The Preference Share Dividend Percentage is equal to the average main

refinancing rates during the financial year for which the distribution is made.

Average main refinancing rate shall be understood to mean the average value

on each individual day during the financial year for which the distribution is

made of the main refinancing rates prevailing on such day. The main

refinancing rate shall be understood to mean the rate of the Main Refinancing

Operation as determined and published from time to time by the European

Central Bank. If and to the extent that profits are not sufficient to pay the

Preference Share Dividend in full, the deficit shall be paid out of the reserves,

with the exception of any reserve which was formed as share premium reserve

upon the issue of Financing Preference Shares. If, in any financial year, the

profit is not sufficient to make the distributions referred to above and if no

distribution or only a partial distribution is made from the reserves referred to

above, such that the deficit is not fully made good, no further distributions will

be made as described below until the deficit has been made good.

Out of profits remaining after payment of any dividends on Preference Shares,

the Supervisory Board shall determine such amounts as shall be kept in reserve.

Out of any remaining profits not allocated to reserves, a dividend (the

Financing Preference Share Dividend) shall be paid on the Financing Preference

Shares equal to a percentage (the Financing Preference Share Dividend

Percentage) over the nominal value of the Financing Preference Shares,

increased by the amount of share premium that was paid upon the first issue of

Financing Preference Shares. The Financing Preference Shares Dividend

Percentage is a function of the average effective yield on the prime interest rate

on corporate loans in the United States as quoted in the Wall Street Journal,

following the calculation set forth in article 40.4 of our Articles of Association. If

and to the extent that the profits are not sufficient to pay the Financing

Preference Share Dividend in full, the deficit may be paid out of the reserves if

the Managing Board so decides with the approval of the Supervisory Board,

with the exception of the reserve which was formed as share premium upon the

issue of Financing Preference Shares.

Insofar as the profits have not been distributed or allocated to reserves as

specified above, the General Meeting may act to allocate such profits,

provided that no further dividends will be distributed on the Preference Shares

or the Financing Preference Shares.

The Managing Board may, with due observance of Article 2:105 of the Dutch

Civil Code and with the approval of the Supervisory Board, distribute an

interim dividend, if and to the extent that the profits so permit. Interim dividends

may be distributed on one class of shares only.

The General Meeting may resolve on the proposal of the Supervisory Board, to

distribute dividends or reserves, wholly or partially, in the form of shares.

Distributions as described above are payable as from a date to be determined

by the Supervisory Board. Distributions will be made payable at an address or

addresses in the Netherlands, to be determined by the Supervisory Board, as

well as at least one address in each country where the shares are listed or

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quoted for trading. The Supervisory Board may determine the method of

payment of cash distributions. Distributions in cash that have not been collected

within five years and two days after they have become due and payable shall

revert to QIAGEN.

Dutch law provides that the declaration of dividends out of the profits that are

at the free disposal of the General Meeting is the exclusive right of the General

Meeting. This is different from the corporate law of most jurisdictions in the

United States, which permits a corporation’s board of directors to declare

dividends.

Shareholder Meetings, Voting Rights and Other Shareholder

Rights

The Annual General Meeting is required to be held within six months after the

end of each financial year for the purpose of, among other things, adopting the

annual accounts and filling of any vacancies on the Managing Board and

Supervisory Board.

Extraordinary General Meetings are held as often as deemed necessary by the

Managing Board or Supervisory Board, or upon a request to the Managing

Board or Supervisory Board by one or more shareholders and other persons

entitled to attend meetings jointly representing (i) at least 40% of our issued

share capital, with those persons jointly being authorized to convene such a

meeting themselves in case the Boards do not timely comply with the request, in

accordance with the Articles of Association, or (ii) at least 10% of our issued

share capital, with those persons jointly being authorized to convene such a

meeting themselves in case the Boards do not timely comply with the request,

but only if and to the extent authorized thereto by a competent Dutch court in

accordance with the laws of the Netherlands.

General Meetings are held in Amsterdam, Haarlemmermeer (Schiphol Airport),

Arnhem, Maastricht, Rotterdam, Venlo or The Hague. The notice convening a

General Meeting must be given in such manner as shall be authorized by law

including, but not limited to, an announcement published by electronic means

no later than the forty-second day prior to the day of the General Meeting. The

notice will contain the agenda for the meeting or the notice is published along

with the agenda.

The agenda shall contain such subjects to be considered at the General

Meeting, as the persons convening or requesting the meeting shall decide.

Under Dutch law, holders of shares representing solely or jointly at least three

hundredth part of the issued share capital may request QIAGEN, not later than

on the sixtieth day prior to the day of the General Meeting, to include certain

subjects in the notice convening a meeting. No valid resolutions can be

adopted at a General Meeting in respect of subjects which are not mentioned

in the agenda.

Dutch corporate law sets a mandatory (participation and voting) record date for

Dutch listed companies fixed at the twenty-eighth day prior to the day of the

shareholders’ meeting. Shareholders registered at such record date are entitled

to attend and exercise their rights as shareholders at the General Meeting,

regardless of a sale of shares after the record date.

General Meetings are presided over by the Chairman of the Supervisory Board

or, in his absence, by any person nominated by the Supervisory Board.

At the General Meeting, each share shall confer the right to cast one vote,

unless otherwise provided by law or our Articles of Association. No votes may

be cast in respect of shares that we or our subsidiaries hold, or by

usufructuaries and pledgees. All shareholders and other persons entitled to vote

at General Meetings are entitled to attend General Meetings, to address the

meeting and to vote. They must notify the Managing Board in writing of their

intention to be present or represented not later than on the third day prior to the

day of the meeting, unless the Managing Board permits notification within a

shorter period of time prior to any such meeting. Subject to certain exceptions,

resolutions may be passed by a simple majority of the votes cast.

Except for resolutions to be adopted by the meeting of holders of Preference

Shares, our Articles of Association do not allow the adoption of shareholder

resolutions by written consent (or otherwise without holding a meeting).

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A resolution of the General Meeting to amend our Articles of Association,

dissolve QIAGEN, issue shares or grant rights to subscribe for shares or limit or

exclude any pre-emptive rights to which shareholders shall be entitled is valid

only if proposed to the General Meeting by the Supervisory Board.

Further, a resolution of the General Meeting to amend our Articles of

Association is only valid if the complete proposal has been made available for

inspection by the shareholders and the other persons entitled to attend General

Meetings at our offices as from the day of notice convening such meeting until

the end of the meeting. A resolution to amend our Articles of Association to

change the rights attached to the shares of a specific class requires the

approval of the relevant class meeting.

Resolutions of the General Meeting in a meeting that has not been convened by

the Managing Board and/or the Supervisory Board, or resolutions included on

the agenda for the meeting at the request of shareholders, will be valid only if

adopted with a majority of two-thirds of votes cast representing more than half

the issued share capital, unless our Articles of Association require a greater

majority or quorum.

A resolution of the General Meeting to approve a legal merger or the sale of all

or substantially all of our assets is valid only if adopted by a vote of at least

two-thirds of the issued share capital, unless proposed by the Supervisory

Board, in which case a simple majority of the votes cast shall be sufficient.

A shareholder shall, upon request, be provided, free of charge, with written

evidence of the contents of the share register with regard to the shares

registered in its name. Furthermore, any shareholder shall, upon written request,

have the right, during normal business hours, to inspect our share register and

a list of our shareholders and their addresses and shareholdings, and to make

copies or extracts therefrom. Such request must be directed to our Managing

Directors at our registered office in the Netherlands or at our principal place of

business. Financial records and other company documents (other than those

made public) are not available in this manner for shareholder review, but an

extract of the minutes of the General Meeting shall be made available.

According to Dutch law and our Articles of Association, certain resolutions of

the Managing Board regarding a significant change in the identity or nature of

us or our enterprise are subject to the approval of the General Meeting. The

following resolutions of the Managing Board require the approval of the

General Meeting in any event:

(1)the transfer of our enterprise, or practically our entire enterprise, to a third

party;

(2)the entry into or termination of a long-term cooperation by us or one of our

subsidiaries (dochtermaatschappijen) with another legal person or

partnership or as a fully liable general partner of a limited partnership or a

general partnership, if such cooperation or termination is of far-reaching

significance for us; and

(3)the acquisition or divestment by us or one of our subsidiaries

(dochtermaatschappijen) of a participating interest in the capital of a

company with a value of at least one-third of the sum of our assets

according to our consolidated balance sheet and explanatory notes in our

last adopted annual accounts.

No Derivative Actions; Right to Request Independent Inquiry

Dutch law does not afford shareholders the right to institute actions on behalf of

us or in our interest. Shareholders, acting alone or together, holding at least

one-tenth of our issued capital, or shares representing an aggregate nominal

value of EUR 225,000, may inform the Managing Board and the Supervisory

Board of their objections as to our policy or the course of our affairs and, within

a reasonable time thereafter, may request the Enterprise Chamber of the Court

of Appeal in Amsterdam to order an inquiry into the policy and the course of

our affairs by independent investigators. If such an inquiry is ordered and the

investigators conclude that there has been mismanagement, the shareholders

can request the Enterprise Chamber to order certain measures such as a

suspension or annulment of resolutions.

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Dissolution and Liquidation

The General Meeting may resolve to dissolve QIAGEN upon the proposal of

the Supervisory Board. If QIAGEN is dissolved, the liquidation shall be carried

out by the person designated for that purpose by the General Meeting, under

the supervision of the Supervisory Board. The General Meeting shall, upon the

proposal of the Supervisory Board, determine the remuneration payable to the

liquidators and to the person responsible for supervising the liquidation.

During the liquidation process, the provisions of our Articles of Association will

remain applicable to the extent possible.

In the event of our dissolution and liquidation, the assets remaining after

payment of all debts and liquidation expenses will be distributed among

registered holders of Common Shares in proportion to the nominal value of

their Common Shares, subject to liquidation preference rights of holders of

Preference Shares and Financing Preference Shares, if any.

Restrictions on Transfer of Preference Shares

The Supervisory Board, upon application in writing, must approve each transfer

of Preference Shares. If approval is refused, the Supervisory Board will

designate prospective purchasers willing and able to purchase the shares,

otherwise, the transfer will be deemed approved.

Limitations in our Articles of Association on Rights to Own

Securities

Other than with respect to usufructuaries and pledgees who have no voting

rights, our Articles of Association do not impose limitations on rights to own our

securities including the rights of non-resident or foreign shareholders to hold or

exercise voting rights on the securities imposed by foreign law or by the charter

or other constituent document of the Company or state.

Provisions which May Defer or Prevent a Change in Control

The Option Agreement and our Articles of Association could, under certain

circumstances, prevent a third party from obtaining a majority of the voting

control of our shares by issuing Preference Shares. Under the Option

Agreement, SPAQ could acquire Preference Shares subject to the provisions

referred to under "Preference Shares."

If SPAQ acquires the Preference Shares, the bidder may withdraw its bid or

enter into negotiations with the Managing Board and/or Supervisory Board

and agree on a higher bid price for our shares.

Shareholders who obtain control of a company are obliged to make a

mandatory offer to all other shareholders. The threshold for a mandatory offer is

set at the ability to exercise 30% of the voting rights at the general meeting of

shareholders in a Dutch public limited company (naamloze vennootschap)

whose securities are admitted to trading on a regulated market in the EU, such

as QIAGEN.

Ownership Threshold Requiring Disclosure

Our Articles of Association do not provide an ownership threshold above which

ownership must be disclosed. However, there are statutory requirements to

disclose share ownership above certain thresholds under Dutch law. See

“Obligation of Shareholders to Disclose Major Holdings.”

Obligation of Shareholders to Disclose Major Holdings

Holders of our shares or rights to acquire shares (which include options and

convertible bonds - see also below) may be subject to notification obligations

under the Dutch Financial Markets Supervision Act (FMSA or Wet op het

financieel toezicht).

Pursuant to the FMSA, any person who, directly or indirectly, acquires or

disposes of an interest (including a potential interest, such as options and

convertible bonds) in our issued share capital or voting rights must notify the

Netherlands Authority for the Financial Markets (AFM) without delay, if as a

result of such acquisition or disposal, the percentage of capital interest or voting

rights held by such person in QIAGEN reaches, exceeds or falls below any of

the following thresholds: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%,

60%, 75% and 95%. The notifications should be made electronically through

the notification system of the AFM.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 194
Articles of Association

A notification requirement also applies if a person's capital interest or voting

rights reaches, exceeds or falls below the above-mentioned thresholds as a

result of a change in our total issued share capital or voting rights. Such

notification has to be made no later than the fourth trading day after the AFM

has published our notification as described below.

Under the FMSA, we are required to notify the AFM without delay of the

changes to our total issued share capital or voting rights if our issued share

capital or voting rights changes by 1% or more since our previous notification.

We must furthermore quarterly notify the AFM within eight days after the end of

the relevant quarter, in the event our issued share capital or voting rights

changed by less than 1% in that relevant quarter since our previous notification.

Furthermore, each person who is or ought to be aware that, as a result of the

exchange of certain financial instruments, such as options for shares, his actual

capital or voting interest in QIAGEN, reaches, exceeds or falls below any of

the following thresholds: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%,

60%, 75% and 95%, vis-à-vis his most recent notification to the AFM, must give

notice to the AFM no later than the fourth trading day after he became or ought

to be aware of this change.

Controlled entities, within the meaning of the FMSA, do not have notification

obligations under the FMSA, as their direct and indirect interests are attributed

to their (ultimate) parent. Any person may qualify as a parent for purposes of

the FMSA, including an individual. A person who has a 3% or larger interest in

our share capital or voting rights and who ceases to be a controlled entity for

these purposes must notify the AFM without delay. As of the date of that

notification, all notification obligations under the FMSA will become applicable

to that entity.

For the purpose of calculating the percentage of capital interest or voting rights,

the following interests must, inter alia, be taken into account: (i) our shares or

voting rights on our shares directly held (or acquired or disposed of) by a

person, (ii) our shares or voting rights on our shares held (or acquired or

disposed of) by such person's controlled entity, or by a third party for such

person's account or by a third party with whom such person has concluded an

oral or written voting agreement (including a discretionary power of attorney),

and (iii) our shares or voting rights on our shares which such person, or any

subsidiary or third party referred to above, may acquire pursuant to any option

or other right held by such person (or acquired or disposed of, including, but

not limited to, on the basis of convertible bonds). Special rules apply with

respect to the attribution of our shares or voting rights on our shares which are

part of the property of a partnership or other community of property. A holder

of a pledge or right of usufruct (vruchtgebruik) in respect of our shares can also

be subject to the notification obligations of the FMSA, if such person has, or

can acquire, the right to vote on our shares or, in the case of depository

receipts, our underlying shares. The acquisition of (conditional) voting rights by

a pledgee or usufructuary may also trigger the notification obligations as if the

pledgee or beneficial owner were the legal holder of our shares or voting rights

on our shares. A holding in certain cash settled derivatives (such as cash settled

call options and total equity return swaps) referencing to our shares should also

be taken into account for the purpose of calculating the percentage of capital

interest.

Gross short positions in our shares must also be notified to the AFM. For these

gross short positions, the same thresholds apply for notifying an actual or

potential interest in our issued share capital and/or voting rights as referred to

above, and without any set-off against long positions.

In addition, pursuant to Regulation (EU) No 236/2012, each person holding a

net short position amounting to 0.2% of our issued share capital is required to

report such position to the AFM. Each subsequent increase of this position by

0.1% above 0.2% will also need to be reported. Each net short position equal

to 0.5% of our issued share capital, and any subsequent increase of that

position by 0.1%, will be made public via the AFM short selling register. To

calculate whether a natural person or legal person has a net short position,

their short positions and long positions must be set-off. A short transaction in a

share can only be contracted if a reasonable case can be made that the shares

sold can actually be delivered, which requires confirmation of a third party that

the shares have been located.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 195
Articles of Association

The AFM does not issue separate public announcements of the above

notifications. However, it does keep a public register of all notifications made

pursuant to the above disclosure obligations under the FMSA on its website

www.afm.nl. Third parties can request to be notified automatically by e-mail

of changes to the public register in relation to a particular company’s shares or

a particular notifying party.

Non-compliance with the notification obligations under the FMSA may lead to

criminal fines, administrative fines, imprisonment or other sanctions. In addition,

non-compliance with the shareholding disclosure obligations under the FMSA

may lead to civil sanctions, including suspension of the voting rights relating to

our shares held by the offender for a period of not more than three years and a

prohibition applicable to the offender to acquire any of our shares or voting

rights on our shares for a period of up to five years.

Management Notifications

Pursuant to the FMSA, each Managing Director and each Supervisory Director

must notify the AFM: (a) within two weeks after his or her appointment of the

number of our shares or rights to acquire shares he or she holds and the

number of votes he or she is entitled to cast in respect to our issued share

capital, and (b) subsequently, each change in the number or our shares or

rights to acquire shares such member holds and of each change in the number

of votes he or she is entitled to cast in respect of our issued share capital,

immediately after the relevant change. If a Managing Director or Supervisory

Director has notified the AFM of a change in shareholding under the FMSA as

described above under “Obligation of Shareholders to Disclose Major

Holdings,” such notification is sufficient for the purposes as described in this

paragraph.

Furthermore, pursuant to European Union Regulation (EU) No 596/2014 (the

Market Abuse Regulation) and the regulations promulgated thereunder, any

Managing Director and Supervisory Director, as well as any other person

discharging managerial responsibilities in respect of QIAGEN who has regular

access to inside information relating directly or indirectly to QIAGEN and the

power to take managerial decisions affecting future developments and business

prospects of QIAGEN, must notify the AFM and QIAGEN by means of a

standard form of any transactions conducted for his or her own account relating

to the shares or debt instruments of QIAGEN or to derivatives or other financial

instruments linked thereto.

In addition, pursuant to the Market Abuse Regulation, certain persons who are

closely associated with Managing Directors and Supervisory Directors or any of

the other persons as described above, are required to notify the AFM and

QIAGEN of any transactions conducted for their own account relating to the

shares or debt instruments of QIAGEN or to derivatives or other financial

instruments linked thereto. The Market Abuse Regulation covers, inter alia, the

following categories of persons: (i) the spouse or any partner considered by

national law as equivalent to the spouse; (ii) dependent children; (iii) other

relatives who have shared the same household for at least one year at the

relevant transaction date; and (iv) any legal person, trust or partnership whose,

among other things, managerial responsibilities are discharged by a person

referred to under (i) to (iii) above or by the relevant Managing Directors and

Supervisory Directors or other person discharging the managerial

responsibilities in respect of QIAGEN as described above.

The notifications pursuant to the Market Abuse Regulation described above

must be made to the AFM no later than the third business day following the

relevant transaction date. Under certain circumstances, these notifications may

be postponed until all transactions within a calendar year have reached a total

amount of €5,000 (calculated without netting). Any subsequent transaction must

be notified as set forth above. If a Managing Director or Supervisory Director

has notified a change in the number of our shares or options to acquire shares

the member holds or a change in the number of votes he or she is entitled to

cast to the AFM under the FMSA as described in the first paragraph above,

such notification - but only to the extent there is an overlap with the notification

obligations under the Market Abuse Regulation - is sufficient for the purposes of

the Market Abuse Regulation as described in this paragraph.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 196
Principal Accountant Fees and Services

Audit Committee Pre-Approval Policies and Procedures

For the year ended December 31, 2025, our independent registered public

accounting firm is EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft,

Cologne, Germany, Auditor Firm ID: 1251.

For the year ended December 31, 2024, our independent registered public

accounting firm was KPMG AG Wirtschaftsprüfungsgesellschaft, Düsseldorf,

Germany, Auditor Firm ID: 1021.

The Audit Committee has adopted a policy that requires the pre-approval of all

services performed for us by our independent registered public accounting firm.

Additionally, the Audit Committee has delegated to the Audit Committee Chair

full authority to approve any management request for pre-approval, provided

the Chair presents any approval given at its next scheduled meeting. All audit-

related services, tax services and other services rendered by our independent

registered public accounting firm or their affiliates were pre-approved by the

Audit Committee and are compatible with maintaining the auditor’s

independence.

Set forth below are the total fees billed (or expected to be billed), on a

consolidated basis, by the independent registered public accounting firm or

their affiliates for providing audit and other professional services in each of the

last two years:

(in millions)	2025	2024
Audit fees	$3.0	$2.9
Audit-related fees	0.2	0.6
Tax fees	0.1	0.1
All other fees	—	—
Total	$3.3	$3.6

Audit fees consist of fees and expenses billed for the annual audit and quarterly

review of QIAGEN’s consolidated financial statements. They also include fees

billed for other audit services, which are those services that only the auditor can

provide, and include the review of documents filed with the U.S. Securities and

Exchange Commission.

Audit-related fees consist of fees and expenses for services that are related to

the performance of the audit or review of QIAGEN’s financial statements and

are not reported under audit fees. These fees primarily relate to providing

assurance on sustainability reporting and consultations concerning financial

accounting of capital market transactions and reporting standards.

Tax fees include fees and expenses billed for tax compliance, tax planning and

tax advice services.

All other fees include fees and expenses billed for services, other than those

described above, as approved by the Audit Committee and as permitted by the

Sarbanes-Oxley Act of 2002.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 197
Taxation

The following is a general summary of certain material United States federal

income tax consequences to holders of our Common Shares who are “U.S.

Holders” (as such term is defined below) and certain material Netherlands tax

consequences to holders of our Common Shares who are “non-resident

Shareholders” or “Shareholders” (as each term is defined below). This summary

does not discuss every aspect of such taxation that may be relevant to such

holders. Therefore, all prospective purchasers of our Common Shares described

above are advised to consult their own tax advisors with respect to the United

States federal, state and local tax consequences, as well as the Netherlands tax

consequences, of the ownership of our Common Shares.

The statements of the Netherlands and United States tax laws set out below are

based on the laws in force as of the date of this Annual Report on Form 20-F

and, as a consequence, are subject to any changes in United States or the

Netherlands law, or in the taxation conventions concluded by the United States

and the Netherlands, occurring after such date. Tax considerations associated

with currently enacted laws which are not in force as of this date have not been

addressed in this description.

Netherlands Tax Considerations

The following describes the material tax consequences of an investment in our

Common Shares under Netherlands law. Such description is based on current

understanding of Netherlands' tax law currently in force as interpreted under

officially published case law and in published policy, and it is limited to the tax

implications for an owner of our Common Shares who is not, or is not deemed

to be, a resident of the Netherlands for purposes of the relevant tax laws (a

“non-resident Shareholder” or “Shareholder”).

Dividend Withholding Tax

General

Upon distribution of dividends, we are obligated to withhold 15% dividend tax

at source and to pay the amount withheld to the Netherlands taxing authorities.

The term “dividends” means income from shares or other rights participating in

profits as well as income from other corporate rights that are subjected to the

same taxation treatment as income from shares by the laws of the Netherlands.

Dividends include dividends in cash or in kind, constructive dividends, certain

repayments of capital qualified as dividends, interest on loans that are treated

as equity instruments for Netherlands corporate income tax purposes and

liquidation proceeds in excess of, for Netherlands tax purposes, recognized

paid-in capital. Stock dividends are also subject to dividend withholding tax,

unless derived from our paid-in share premium that is recognized as equity for

Netherlands tax purposes.

No dividend withholding tax should apply on the proceeds resulting from the

sale or disposition of our Common Shares to persons other than QIAGEN and

our affiliates. A disposition of our Common Shares to QIAGEN or to our

affiliates should, in general, be subject to dividend withholding tax.

A domestic exemption from the Netherlands dividend withholding tax may

apply when dividends are paid to a corporate Shareholder that owns 5% or

more of the nominal paid-up share capital and qualifies as a beneficial owner

and is solely resident in an EU/EEA Member State or in a country with which

the Netherlands has concluded a tax convention that includes a dividend

article. This general exemption does not apply to abusive structures. A structure

is deemed abusive if a corporate Shareholder owns our Common Shares with

the main purpose, or one of the main purposes, to avoid tax for another

individual or entity and the structure is considered artificial (i.e., not put into

place for valid commercial reasons that reflect economic reality). This domestic

exemption may under conditions further not apply in case of hybrid

mismatches.

A corporate Shareholder may also be eligible for relief of the Netherlands

dividend withholding tax under Netherlands' tax law or under a tax convention

that is in force between the country of residence of the Shareholder and the

Netherlands.

Specific for U.S. Shareholders

The regular 15% dividend withholding tax is withheld by us on dividends we

pay to a resident of the United States. For a corporate U.S. Shareholder that

cannot benefit from the Dutch domestic exemption (as explained above),

withholding tax on dividends may still be reduced to 5% or 0% if the recipient

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 198
Taxation

is entitled to benefits under the Tax Convention between the Netherlands and

the United States (the Convention) and the relevant specific conditions are met.

Dividends we pay to U.S. pension funds and U.S. tax-exempt organizations

may be eligible for an exemption from dividend withholding tax under the

Convention.

Dividend Stripping

A refund, reduction, exemption or credit of the Netherlands dividend

withholding tax on the basis of the Netherlands' tax law, or on the basis of a

tax convention between the Netherlands and another state, will only be granted

if the dividends are paid to the beneficial owner (uiteindelijk gerechtigde) of the

dividends. A recipient of a dividend is amongst others not considered to be the

beneficial owner of a dividend in an event of “dividend stripping.” In general

terms, “dividend stripping” can be described as the situation in which a foreign

or domestic person (usually, but not necessarily, the original shareholder) has

transferred, in return for a consideration, its shares or its entitlement to the

dividend distributions to a party that has a more favorable right to a refund or

reduction of the Netherlands dividend withholding tax than the foreign or

domestic person. In these situations, the foreign or domestic person (usually the

original shareholder) avoids the Netherlands dividend withholding tax while

retaining an interest in the shares and the dividend distributions, by transferring

its shares or its entitlement to the dividend distributions in exchange for a

consideration.

Income Tax and Corporate Income Tax

General

A non-resident Shareholder will not be subject to Netherlands income tax or

corporate income tax with respect to dividends we distribute on our Common

Shares, or with respect to capital gains derived from the sale or disposition of

our Common Shares, provided that:

a.the non-resident Shareholder does not carry on, or have an interest in, a

business in the Netherlands through a permanent establishment or a

permanent representative to which or to whom the Common Shares are

attributable or deemed to be attributable;

b.the non-resident Shareholder does not have a direct or indirect substantial or

deemed substantial interest (aanmerkelijk belang, as defined in the

Netherlands' tax law) in our share capital or, in the case of an individual,

such a substantial interest, such interest is a “business asset,” or, in the case

of a corporate Shareholder, the arrangement or a series of arrangements are

not put in place with the main purpose, or one of the main purposes, to

avoid Netherlands income tax for another person or cannot be considered

artificial. An arrangement, or series of arrangements, are considered

artificial to the extent they have not been put in place for valid commercial

reasons that reflect economic reality; and

c.the non-resident Shareholder is not entitled to a share in the profits of an

enterprise to which our Common Shares are attributable, and that is

effectively managed in the Netherlands, other than by way of securities or

through an employment contract.

In general terms, a substantial interest (aanmerkelijk belang) in our share

capital does not exist if the Shareholder (individuals as well as corporations),

alone or together with his partner, does not own, directly or indirectly, 5% or

more of the issued capital of (a class of) our shares; does not have the right to

acquire 5% or more of the issued capital of (a class of) our shares; and does

not have the right to share in our profit or liquidation revenue amounting to 5%

or more of the annual profits or liquidation revenue.

There is no all-encompassing definition of the term “business asset.” Whether

this determination can be made in general depends on the facts presented and,

in particular, on the activities performed by the Shareholder. If the Shareholder

materially conducts a business activity, while the key motive of his investment in

our Shares may not be his earnings out of the investment in our Shares but our

economic activity, an investment in our Shares will generally be deemed to

constitute a business asset, in particular if the Shareholder’s involvement in our

business will exceed regular monitoring of his investment in our Shares.

A non-resident Shareholder that holds a substantial interest in our share capital

may be eligible for an exemption or a reduction of Netherlands income tax or

corporate income tax under a tax convention.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 199
Taxation

Specific for U.S. Shareholders

U.S. Shareholders that do not own a substantial interest should not be subject to

Dutch Personal Income Tax or Dutch Corporate Income Tax (as explained

above). For U.S. Shareholders that do own a substantial interest, Dutch

Personal Income Tax or Dutch Corporate Income Tax could be due. However,

U.S. Shareholders that are entitled to benefits of the Convention may be eligible

for tax relief.

Gift and Inheritance Tax

A gift or inheritance of our Common Shares from a non-resident Shareholder

should generally not be subject to a Netherlands gift and inheritance tax,

provided that the Shareholder is not considered a (deemed) resident of the

Netherlands. The Netherlands has concluded a tax convention with the United

States based on which double taxation on inheritances may be avoided if the

inheritance is subject to Netherlands and/or U.S. inheritance tax and the

deceased was a resident of either the Netherlands or the United States.

United States Federal Income Tax Considerations

The following summary describes certain U.S. federal income tax

considerations generally applicable to U.S. Holders (as defined below) of our

Common Shares. This summary deals only with our Common Shares held as

capital assets within the meaning of Section 1221 of the Internal Revenue Code

of 1986, as amended (the Code). This summary also does not address the tax

consequences that may be relevant to holders in special tax situations including,

without limitation, dealers in securities; traders that elect to use a mark-to-market

method of accounting; pass-through entities such as partnerships, S

corporations, disregarded entities for U.S. federal income tax purposes and

limited liability companies (and investors therein); holders that own our

Common Shares as part of a “straddle,” “hedge,” “conversion transaction,” or

other integrated investment; banks or other financial institutions; individual

retirement accounts and other tax-deferred accounts; insurance companies; tax-

exempt organizations; U.S. expatriates; holders whose functional currency is

not the U.S. dollar; holders subject to the alternative minimum tax; holders that

acquired our Common Shares in a compensatory transaction; holders subject to

special tax accounting rules as a result of any item of gross income with respect

to the Common Shares being taken into account in an applicable financial

statement; or holders that have owned or will (directly, indirectly or

constructively) own 10% or more of the total voting power or value of our

Common Shares.

This summary is based upon the Code, applicable U.S. Treasury regulations,

administrative pronouncements and judicial decisions, in each case as in effect

on the date hereof, all of which are subject to change (possibly with retroactive

effect). No ruling will be or has been requested from the Internal Revenue

Service (IRS) regarding the tax consequences described herein, and there can

be no assurance that the IRS will agree with the discussion set out below. This

summary does not address any consequences other than U.S. federal income

tax consequences (such as the estate and gift tax, the Medicare tax on net

investment income, state and local tax or non-U.S. tax). Except as specifically

set forth below, this summary does not discuss applicable tax reporting

requirements.

As used herein, the term “U.S. Holder” means a beneficial owner of our

Common Shares that is, for U.S. federal income tax purposes, (i) a citizen or

resident of the United States, (ii) a corporation or other entity taxable as a

corporation created in or organized under the laws of the United States or any

state thereof or therein or the District of Columbia, (iii) an estate, the income of

which is subject to U.S. federal income taxation regardless of its source, or

(iv) a trust (a) that is subject to the supervision of a court within the United States

and under the control of one or more United States persons as described in

Section 7701(a)(30) of the Code, or (b) that has a valid election in effect under

applicable U.S. Treasury regulations to be treated as a United States person.

If an entity or other arrangement classified as a partnership for U.S. federal

income tax purposes acquires our Common Shares, the tax treatment of a

partner in the partnership generally will depend upon the status of the partner

and the activities of the partnership. Partners of a partnership considering an

investment in our Common Shares should consult their tax advisors regarding

the U.S. federal income tax consequences of acquiring, owning and disposing

our Common Shares.

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Taxation

Taxation of Dividends

Subject to the discussion below under “Passive Foreign Investment Company

Status,” the sum of any cash plus the fair market value of any property that we

distribute (before reduction for Netherlands withholding tax) to a U.S. Holder

with respect to our Common Shares generally will be included in the U.S.

Holder’s gross income as a dividend, taxable as ordinary income from foreign

sources to the extent of our current or accumulated earnings and profits (as

determined for U.S. federal income tax purposes).

Dividends paid to a non-corporate U.S. Holder by a “qualified foreign

corporation” may be subject to a reduced rate of tax if certain conditions are

met, including the following: QIAGEN must not be classified as a "passive

foreign investment company" (PFIC) (discussed below), QIAGEN must be a

“qualified foreign corporation” (as defined below), the U.S. Holder must satisfy

a holding period requirement, and the distribution must not be treated to the

U.S. Holder as “investment income” for purposes of the investment interest

deduction rules. A “qualified foreign corporation” generally includes a foreign

corporation (other than a foreign corporation that is a PFIC with respect to the

relevant U.S. Holder for the taxable year in which the dividends are paid or for

the preceding taxable year) (i) whose Common Shares are readily tradable on

an established securities market in the United States, or (ii) which is eligible for

benefits under a comprehensive U.S. income tax treaty that includes an

exchange of information program and which the U.S. Treasury Department has

determined is satisfactory for these purposes. Our Common Shares are

expected to be readily tradable on the NYSE, an established securities market.

U.S. Holders should consult their own tax advisors regarding the availability of

the reduced tax rate on dividends in light of their particular circumstances.

Dividends on our Common Shares generally will not be eligible for the

dividends received deduction available to corporations in respect of dividends

received from other U.S. corporations.

Distributions in excess of our earnings and profits (as determined for U.S.

federal income tax purposes) will be treated as a non-taxable return of capital

to the extent of the U.S. Holder’s adjusted tax basis in our Common Shares and

thereafter as capital gain. However, we do not intend to calculate our earnings

and profits under U.S. federal income tax principles. Therefore, U.S. Holders

should expect that a distribution will generally be treated as a dividend even if

that distribution would otherwise be treated as a non-taxable return of capital or

as capital gain under the rules described above.

Foreign Tax Credit

Subject to the PFIC rules discussed below, a U.S. Holder that is subject to

Netherlands withholding tax with respect to dividends paid on the Common

Shares generally will be entitled, at the election of such U.S. Holder, to receive

either a deduction or a credit for such Netherlands withholding tax. Generally,

subject to the limitations described in the next paragraph, a credit will reduce a

U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis,

whereas a deduction will reduce a U.S. Holder’s income subject to U.S. federal

income tax. This election is made on a year-by-year basis and generally applies

to all foreign taxes paid (whether directly or through withholding) or accrued by

a U.S. Holder during a year.

Limitations apply to the foreign tax credit, including the general limitation that

the credit cannot exceed the proportionate share of a U.S. Holder’s U.S.

federal income tax liability (determined before application of the foreign tax

credit) that such U.S. Holder’s “foreign source” taxable income bears to such

U.S. Holder’s worldwide taxable income. In applying this limitation, a U.S.

Holder’s various items of income and deduction must be classified, under

complex rules, as either “foreign source” or “U.S. source” and the limitation is

calculated separately for each with respect to specific categories of income.

Generally, dividends paid by a foreign corporation should be treated as

foreign source for this purpose, and gains recognized on the sale of stock of a

foreign corporation by a U.S. Holder should generally be treated as U.S.

source for this purpose, except as otherwise provided in an applicable income

tax treaty or if an election is properly made under the Code. However, the

amount of a distribution with respect to the Common Shares that is treated as a

“dividend” may be lower for U.S. federal income tax purposes than it is for

Netherlands tax purposes, resulting in a reduced foreign tax credit allowance

to a U.S. Holder.

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Taxation

Each U.S. Holder should consult its own U.S. tax advisor regarding the foreign

tax credit rules.

Disposition of our Common Shares

Subject to the PFIC rules discussed below, upon the sale or other disposition of

our Common Shares, a U.S. Holder will recognize capital gain or loss for U.S.

federal income tax purposes equal to the difference between the amount

realized on the disposition of our Common Shares and the U.S. Holder’s

adjusted tax basis in our Common Shares. Such capital gain or loss generally

will be subject to U.S. federal income tax. In general, capital gains recognized

by a non-corporate U.S. Holder, including an individual, are subject to a lower

rate under current law if such U.S. Holder held shares for more than one year.

The deductibility of capital losses is subject to limitations. Any such gain or loss

generally will be treated as U.S. source income or loss for purposes of the

foreign tax credit. A U.S. Holder’s initial tax basis in Common Shares generally

will equal the cost of such shares.

Passive Foreign Investment Company Status

We may be classified as a PFIC for U.S. federal income tax purposes if certain

tests are met. We will be a PFIC with respect to a U.S. Holder if, for any

taxable year in which the U.S. Holder held our Common Shares, either (i) 75%

or more of our gross income for the taxable year is passive income; or (ii) the

average value of our assets (during the taxable year) which produce or are

held for the production of passive income is at least 50% of the average value

of all assets for such year. Passive income means, in general, dividends,

interest, royalties, rents (other than rents and royalties derived in the active

conduct of a trade or business and not derived from a related person), annuities

and gains from assets which would produce such income other than sales of

inventory. Passive assets for this purpose generally include assets held for the

production of passive income. Accordingly, passive assets generally include

any cash, cash equivalents and cash invested in short-term, interest-bearing

debt instruments or bank deposits that are readily convertible into cash. For the

purpose of the PFIC tests, if a foreign corporation owns at least 25% (by value)

of the stock of another corporation, the foreign corporation is treated as owning

its proportionate share of the assets of the other corporation and as if it had

received directly its proportionate share of the income of such other corporation

(the “look-through rule”). The effect of the look-through rule with respect to

QIAGEN and our ownership of our subsidiaries is that, for purposes of the

income and assets tests described above, we will be treated as owning our

proportionate share of the assets of our subsidiaries and of earning our

proportionate share of each of our subsidiary’s income, if any, so long as we

own, directly or indirectly, at least 25% of the value of the particular

subsidiary’s stock. Active business income of our subsidiaries will be treated as

our active business income, rather than as passive income. Based on our

income, assets and activities, we do not believe that we were a PFIC for our

taxable years ended December 31, 2023, December 31, 2024 and December

31, 2025 and do not expect to be a PFIC for the current taxable year. No

assurances can be made, however, that the IRS will not challenge this position

or that we will not subsequently become a PFIC. Following the close of any tax

year, we intend to promptly send a notice to all shareholders of record at any

time during such year, if we determine that we are a PFIC.

If we are considered a PFIC for any taxable year that a U.S. Holder holds our

Common Shares, any gain recognized by the U.S. Holder on a sale or other

disposition of our Common Shares would be allocated pro-rata over the U.S.

Holder’s holding period for our Common Shares. The amounts allocated to the

taxable year of the sale or other disposition, and to any year before we

became a PFIC, would be taxed as ordinary income. The amount allocated to

each other taxable year would be subject to tax at the highest rate in effect for

individuals or corporations, as appropriate, for that taxable year, and an

interest charge would be imposed with respect to any amount allocated to any

prior taxable year that we were a PFIC. Further, if we are a PFIC for any

taxable year, to the extent that any distribution received by a U.S. Holder on

our Common Shares exceeds 125% of the average of the annual distributions

on our Common Shares received during the preceding three years or the U.S.

Holder’s holding period, whichever is shorter, such excess amount would be

subject to taxation in the same manner as gain on the sale or other disposition

of Common Shares if we were a PFIC, described above. Certain elections may

be available that would result in alternative treatments (such as mark-to-market

treatment) of our Common Shares. If we are treated as a PFIC with respect to a

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Taxation

U.S. Holder for any taxable year, the U.S. Holder will be deemed to own

shares in any of our subsidiaries that also are PFICs. A timely election to treat

us as a qualified electing fund under the Code would result in an alternative

treatment. However, we do not intend to prepare or provide the information

that would enable U.S. Holders to make a qualified electing fund election. If we

are considered a PFIC, a U.S. Holder also will be subject to annual information

reporting requirements.

Prospective purchasers of our Common Shares are urged to consult their tax

advisors regarding the potential application of the PFIC rules to an investment in

the Common Shares.

Foreign Currency Issues

If dividends on our Common Shares are paid in euros, the amount of the

dividend distribution included in the income of a U.S. Holder will be the U.S.

dollar value of the payments made in euros, determined at a spot, euro/U.S.

dollar rate applicable to the date such dividend is includible in the income of

the U.S. Holder, regardless of whether the payment is in fact converted into

U.S. dollars. Generally, gain or loss (if any) resulting from currency exchange

fluctuations during the period from the date the dividend is paid to the date

such payment is converted into U.S. dollars will be treated as ordinary income

or loss.

Backup Withholding and Information Reporting

U.S. backup withholding and information reporting requirements generally

apply to payments made to non-corporate holders of Common Shares that are

paid within the United States or through certain U.S. related financial

intermediaries. Information reporting will apply to payments of dividends on,

and to proceeds from the disposition of, Common Shares by a paying agent

within the United States (or through certain U.S. related financial intermediaries)

to a U.S. Holder, other than U.S. Holders that are exempt from information

reporting and properly certify their exemption. A paying agent within the

United States (or through certain U.S. related financial intermediaries) will be

required to withhold at the applicable statutory rate, currently 24%, in respect

of any payments of dividends on, and the proceeds from the disposition of,

Common Shares to a U.S. Holder (other than U.S. Holders that are exempt from

backup withholding and properly certify their exemption) if the holder fails to

furnish its correct taxpayer identification number or otherwise fails to comply

with applicable backup withholding requirements. U.S. Holders who are

required to establish their exempt status generally must provide a properly

completed IRS Form W-9.

Backup withholding is not an additional tax. Amounts withheld as backup

withholding may be credited against a U.S. Holder’s U.S. federal income tax

liability. A U.S. Holder generally may obtain a refund of any amounts withheld

under the backup withholding rules that exceed such U.S. Holder’s income tax

liability by filing a refund claim with the IRS in a timely manner and furnishing

required information.

Foreign Financial Asset Reporting

Certain U.S. Holders who hold “specified foreign financial assets” (as defined

in Section 6038D of the Code), including stock of a non-U.S. corporation that is

not held in an account maintained by a U.S. “financial institution” (as defined

in Section 6038D of the Code), whose aggregate value exceeds $50,000 on

the last day of the taxable year or $75,000 at any time during the tax year,

may be required to attach to their tax returns for the year certain specified

information (on IRS Form 8938) (higher thresholds apply to married individuals

filing a joint return and certain individuals residing outside of the United States).

Persons who fail to timely furnish the required information may be subject to

substantial penalties. Additionally, in the event a U.S. Holder does not file such

a report, the statute of limitations on the assessment and collection of U.S.

federal income taxes of such U.S. Holder for the related tax year may not close

before such report is filed. U.S. Holders (including entities) should consult their

own tax advisors regarding their reporting obligations and the possible

application of such reporting obligations to the holding of Common Shares.

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Government Regulations

We are subject to a variety of laws and regulations in the European Union, the

United States and other countries. The level and scope of the regulation varies

depending on the country or defined economic region, but may include, among

other things, the research, development, testing, clinical trials, manufacture,

storage, recordkeeping, approval, labeling, promotion and commercial sales

and distribution of many of our products.

European Union Regulations

In the European Union, in vitro diagnostic medical devices (IVDs) had been

regulated under EU-Directive 98/79/EC (IVD Directive) and corresponding

national provisions. The IVD Directive required that medical devices meet the

essential requirements, including those relating to device safety and efficacy,

set out in an annex of the Directive. According to the IVD Directive, EU Member

States have presumed compliance with these essential requirements for devices

that are in conformity with the relevant national standards transposing the

harmonized standards, such as ISO 13485:2016, the quality system standard

for medical device manufacturers.

IVD medical devices, other than devices for performance evaluation, must bear

the CE marking of conformity when they are placed on the European market.

The CE mark is a declaration by the manufacturer that the product meets all the

appropriate provisions of the applicable legislation implementing the relevant

European Directive. As a general rule, the manufacturer must follow the EU

declaration of conformity procedure to obtain or apply a CE mark.

The IVD Directive has been replaced by the In Vitro Diagnostic Device

Regulation (IVDR) (EU) 2017/746 that was published in May 2017 and fully

implemented as of May 26, 2022. Unlike the IVD Directive, the IVDR has

binding legal force throughout every Member State. The major goal of the IVDR

was to standardize diagnostic procedures within the EU, increase reliability of

diagnostic analysis and enhance patient safety. Under the IVDR as enacted by

the European Commission (EC), IVDs are subject to additional legal

requirements. Among other things, the IVDR introduced a new risk-based

classification system and requirements for conformity assessments. Under

subsequent amendments of IVDR, IVDs already certified under the IVD Directive

by a Notified Body may remain on the market until December 31, 2027, and

IVDs certified under the IVD Directive without the involvement of a Notified

Body may be placed on the market up to December 31, 2027 (IVDR class D

IVDs), December 31, 2028 (IVDR class C IVDs) and December 31, 2029 (IVDR

class B and class A sterile IVDs). The deadline for IVDR Class A in vitro

diagnostic devices remained as May 26, 2022. The sell-off date was removed

in subsequent amendments to the IVDR. As a result, there is no longer a limit for

making available IVD products or putting into service IVD instruments that have

been placed on the market according to these dates. IVD instruments that were

placed on the market under the IVD Directive may remain indefinitely until

decommission, if properly maintained. Nonetheless, manufacturers of devices

certified under the IVD Directive without the involvement of a Notified Body

must comply with specific requirements in the IVDR according to the timelines

established, but ultimately, such products, as with all new IVDs, will have to

undergo the IVDR’s conformity assessment procedures. Under the IVD Directive

the majority of QIAGEN products were classified as non-listed Annex II devices

(i.e., self-certified without the involvement of a Notified Body), while under the

IVDR most of QIAGEN products will require the involvement of a Notified Body,

and those that are in the highest risk class (IVDR class D) will have to be tested

by a designated EU Reference Laboratory. In addition, the IVDR imposes

additional requirements relating to post-market surveillance and submission of

post-market performance follow-up reports.

The EC has designated thirteen (13) Notified Bodies to perform conformity

assessments under the IVDR, including QIAGEN’s Notified Bodies, TÜV

Rheinland LGA Products GmbH (NB0197) and BSI Group The Netherlands B.V.

(NB 2797). MedTech Europe has issued guidance relating to the IVDR in

several areas, e.g., clinical benefit, technical documentation, state of art,

accessories, and EUDAMED. In December 2023, the European Commission

adopted Implementing Regulation (EU) 2023/2713 designating five EU

Reference Laboratories covering the following types of high risk, class D IVDs:

hepatitis and retroviruses; herpesviruses; bacterial agents; respiratory viruses

that cause life-threatening diseases. The designated EU Reference Laboratories

are responsible for verifying performance of IVDs in accordance with common

specifications, batch testing of IVDR class D IVDs, collaborating with Notified

Bodies to develop best practices for IVD conformity assessments, and providing

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 204
Government Regulations

scientific and technical assistance on the implementation of the IVDR. Most

recently, on December 6, 2025, the European Commission released a proposal

to amend the IVDR with the goal of simplifying the applicable rules, reducing

the administrative burden on manufacturers, and enhancing the predictability

and cost-effectiveness of the certification procedure while maintaining a high

level of public health protections for EU patients and consumers.

IVDR defines an In-House Device (IHD) as a device that is manufactured and

used only within a Health Institution established in the Union and that meets all

conditions set in Article 5(5) of such regulation. QIAGEN cannot design,

manufacture or use IHDs. However, Health Institutions can lawfully use

QIAGEN's products, such as those for non-clinical applications, IVDs, enzymes,

or oligos, to create their own IHD workflows according to Article 5(5)

requirements.

Some products manufactured by QIAGEN are intended for non-clinical use.

These may include products intended for use in discovering and developing

medical knowledge related to human disease and conditions and products for

molecular research, genotyping, forensic and human identity testing, food and

animal feed safety and quality testing, cancer research, microbiological

research and animal pathogen research. These products do not have medical

purpose and thus they are not considered medical devices under the scope of

the IVDR.

A subset of products intended for non-clinical use are those that are sold for

research purposes in the European Union territory and are therefore labeled

“For Research Use Only” (RUO). Other products intended for non-clinical use,

are referred by QIAGEN to as “for molecular biology applications” or more

recently directly as “for non-clinical applications” (mainly instruments).

QIAGEN acknowledges that products intended for non-clinical use can be

lawfully used by Health Institutions to develop IHDs in accordance with Article

5(5) of the IVDR. QIAGEN does not promote any of its products for non-clinical

applications for use in IHDs or assist in the development of such IHDs for IVD

purposes. Nonetheless, QIAGEN may participate in creating a workflow for

non-clinical applications. The Laboratory, at its sole discretion and

responsibility, may later decide to transition this into an IHD workflow,

adhering to the restrictions outlined in Article 5(5) of the IVDR.

The General Data Protection Regulation (GDPR) of the European Union,

imposes restrictions on the transfer, access, use, and disclosure of health and

other personal information. We have implemented the requirements set forth by

the GDPR, which took effect on May 25, 2018. GDPR and other EU data

privacy and security laws impact our business either directly or indirectly. Our

failure to comply with applicable privacy or security laws or significant changes

in these laws could significantly impact our business and future business plans.

For example, we may be subject to regulatory action, fines, or lawsuits in the

event we fail to comply with applicable privacy laws. We may face significant

liability in the event any of the personal information we maintain is lost or

otherwise subject to misuse or other wrongful use, access or disclosure.

Recent publication of the Cyber Resilience Act in the European Official Journal

(20/11/2024) imposes significant cyber security requirements on QIAGEN

products that are not regulated as medical devices (i.e., for non-clinical

applications). Most provisions, such as CE marking and compliance with cyber

security requirements, will become applicable 36 months later (i.e: December

2027). However, reporting requirements will take effect 21 months after the

entry into force (i.e: September 2026).

The Artificial Intelligence (AI) Act (Regulation (EU) 2024/1689 laying down

harmonized rules on artificial intelligence) provides AI developers and

deployers with clear requirements and obligations regarding specific uses of AI.

The EU AI Act was published in the EU Official Journal on July 12, 2024, and

is the first comprehensive horizontal legal framework for the regulation of AI

across the EU. The EU AI Act entered into force on August 1, 2024, and will be

effective from August 2, 2026. QIAGEN devices implementing AI will be

subject to this regulation.

United Kingdom

The U.K.’s withdrawal from the EU has major ramifications for IVD

manufacturers. Among other things, companies now have to follow new

procedures that apply in the U.K., including appointment of a U.K. Responsible

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Government Regulations

Person rather than relying on European Authorized Representatives, to manage

their compliance efforts in the U.K.

The U.K. Medicine and Healthcare Products Regulatory Agency (MHRA) issued

guidance on how the country will regulate IVDs after January 1, 2021.

According to MHRA, IVDs will require certification in the U.K., which is defined

as England, Scotland and Wales, while companies will still be able to sell tests

in Northern Ireland under existing EU IVD regulations. Under subsequent

amendments to MHRA guidance, MHRA will continue to recognize CE marks

for IVDs certified under the IVD Directive until the earlier of June 30, 2030 or

the expiration of the certificate and for IVDs certified under the IVDR until June

30, 2030. Companies must register with the MHRA before placing IVDs on the

U.K. market. To continue marketing CE marked IVDs in the U.K. once the

designated MHRA recognition period has lapsed, companies selling in the U.K.

will have to obtain a new marking authorization, called a U.K. Conformity

Assessed mark (UKCA), for each IVD product.

United States

In the United States, IVDs are subject to regulation by the FDA as medical

devices to the extent that they are intended for use in the diagnosis, treatment,

mitigation or prevention of disease or other conditions.

Certain types of tests, like some that QIAGEN manufactures and sells in the

United States for non-clinical applications, including those classified for

research use only (RUO), are not subject to the FDA’s premarket review and

controls because QIAGEN does not promote these tests for IVD applications.

Other tests, known as laboratory developed tests (LDTs), which are IVDs that

are designed, manufactured and used within a single, CLIA-certified, clinical

laboratory that meets applicable requirements to perform high-complexity

testing, were historically subject to enforcement discretion and not actively

regulated by the FDA. However, as LDTs have increased in complexity, the FDA

took a risk-based approach to their regulation, while Congress also signaled

interest in clarifying the regulatory landscape for LDTs as stakeholders across

the spectrum expressed a need for regulatory certainty and clear operating

guidelines. Following several years of inaction by Congress on this issue, in

May 2025 the FDA issued a final rule to regulate LDTs under the medical

device framework and to phase out the longstanding enforcement discretion

policy; the final rule became effective on July 5, 2024 and was expected to

begin entering into force against non-exempt “LDT manufacturers” in May

2025.

Following issuance of the LDT final rule, the American Clinical Laboratory

Association (ACLA) and one of its members, as well as the Association for

Molecular Pathology (AMP) and one of its members, filed complaints against

the FDA in the Eastern District of Texas and the Southern District of Texas,

respectively. Both complaints alleged that the agency did not have authority to

promulgate the LDT final rule and sought to vacate the FDA’s action; the two

cases were subsequently consolidated into a single action. On March 31,

2025, the US District Court for the Eastern District of Texas vacated the final

rule in its entirety and remanded the matter to the FDA, holding that the rule

exceeded the agency’s authority under the Federal Food, Drug, and Cosmetic

Act. The agency did not appeal the district court’s decision. As a result, the

phase-in deadlines established by the rule are no longer operative, and in

September 2025 the FDA implemented the court’s vacatur of the final rule with

a formal public notice.

The ACLA vs. FDA court’s decision removes the regulatory burden that the final

rule would have imposed on clinical laboratories had it been upheld. However,

uncertainty remains regarding the future of federal oversight in this area, as

Congress could enact new legislation establishing a statutory framework for

regulating all IVDs, including LDTs. Affected stakeholders continue to press for a

comprehensive legislative solution to create a harmonized paradigm for

oversight of LDTs by both the FDA and CMS.

QIAGEN cannot design, manufacture or use LDTs. However, laboratories can

lawfully use QIAGEN's products, such as those for non-clinical applications,

IVDs, enzymes, or oligos, to create their own LDT workflows.

Medical devices, including IVDs, are classified into one of three classes

depending on the controls deemed by the FDA to be necessary to reasonably

assure their safety and effectiveness. Class I devices are generally exempt from

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Government Regulations

premarket review and are subject to general controls, including adherence to

the FDA’s Quality System Regulation (QSR), which describes device-specific

current good manufacturing practices and was recently replaced with the

Quality Management System Regulation (QMSR), described below, as well as

regulations requiring facility registration and product listing, reporting of

adverse medical events, and appropriate, truthful and non-misleading labeling,

advertising and promotional materials. Class II devices are generally subject to

premarket notification (or 510(k) clearance), general controls and special

controls, including performance standards, post-market surveillance, patient

registries or FDA guidance documents describing device-specific special

controls. Class III devices are subject to most of the previously identified

requirements as well as to premarket approval (PMA). The payment of a user

fee, which is typically adjusted annually, to the FDA is usually required upon

filing a premarket submission (e.g., premarket notification, premarket approval

application, or De Novo classification request) for FDA review.

On January 31, 2024, the FDA issued a final rule amending the device current

good manufacturing practice (CGMP) requirements of the QSR under 21 CFR

820 to align more closely with the international consensus standard for Quality

Management Systems for medical devices (ISO 13485:2016) used by many

other global regulatory authorities. The QMSR final rule took effect on February

2, 2026, two years after publication. The QMSR incorporates ISO

13485:2016 by reference and maintains certain FDA requirements from the

QSR related to record keeping and medical device reporting. As QIAGEN’s

QMS is already certified to ISO 13485:2016, the change will have minimal

impact; QIAGEN has completed a gap analysis and is progressing towards

implementation of identified actions.

510(k) Premarket Notification

A 510(k) premarket notification requires the sponsor to demonstrate that a

medical device is substantially equivalent to another device, termed a

“predicate device,” that is legally marketed in the United States and is not

subject to premarket approval. A device is substantially equivalent to a

predicate device if its intended use(s), performance, safety and technological

characteristics are similar to those of the predicate; or has a similar intended

use but different technological characteristics, where the information submitted

to the FDA does not raise new questions of safety and effectiveness and

demonstrates that the device is at least as safe and effective as the legally

marketed device.

If the FDA determines that the device (1) is not substantially equivalent to a

predicate device, (2) has a new intended use compared to the identified

predicate, (3) has different technological characteristics that raise different

questions of safety and effectiveness, or (4) has new indications for use or

technological characteristics and required performance data were not

provided, it will issue a “Not Substantially Equivalent” (NSE) determination. If

the FDA determines that the applicant’s device is substantially equivalent to the

identified predicate device(s), the agency will issue a 510(k) clearance letter

that authorizes commercial marketing of the device for one or more specific

indications for use.

De Novo Classification

If a previously unclassified new medical device does not qualify for the 510(k)

premarket notification process because no predicate device to which it is

substantially equivalent can be identified, the device is automatically classified

into Class III. However, if such a device would be considered low or moderate

risk (in other words, it does not rise to the level of requiring the approval of a

PMA), it may be eligible for the De Novo classification process. The De Novo

classification process allows a device developer to request that the novel

medical device be reclassified as either a Class I or Class II device, rather than

having it regulated as a high risk Class III device subject to the PMA

requirements. If the manufacturer seeks reclassification into Class II, the

classification request must include a draft proposal for special controls that are

necessary to provide a reasonable assurance of the safety and effectiveness of

the medical device.

Premarket Approval

The PMA process is more complex, costly and time consuming than either the

510(k) process or the De Novo classification process. A PMA must be

supported by more detailed and comprehensive scientific evidence, including

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Government Regulations

clinical data, to demonstrate the safety and efficacy of the medical device for its

intended purpose. A clinical trial involving a “significant risk” device may not

begin until the sponsor submits an investigational device exemption (IDE)

application to the FDA and obtains approval to begin the trial.

After the PMA is submitted, the FDA has 45 days to make a threshold

determination that the PMA is sufficiently complete to permit a substantive

review. If the PMA is complete, the FDA will file the PMA and begin the

substantive review process. The FDA is subject to a performance goal review

time for a PMA that is 180 days from the date of filing, although in practice this

review time is longer. Questions from the FDA, requests for additional data and

referrals to advisory committees may delay the process considerably. The total

process may take several years and there is no guarantee that the PMA will

ever be approved. Even if approved, the FDA may limit the indications for

which the device may be marketed. The FDA may also request additional

clinical data as a condition of approval or after the PMA is approved. Any

changes to the medical device may require a supplemental PMA to be

submitted and approved before the modified device may be marketed.

Any products manufactured and sold by us pursuant to FDA clearances or

approvals will be subject to pervasive and continuing regulation by the FDA,

including quality system requirements, record-keeping requirements, reporting

of adverse experiences with the use of the device and restrictions on the

advertising and promotion of our products. Device manufacturers are required

to register their establishments and list their devices with the FDA and are

subject to periodic inspections by the FDA and certain state agencies.

Noncompliance with applicable FDA requirements can result in, among other

things, warning letters, fines, injunctions, civil penalties, recalls or seizures of

products, total or partial suspension of production, refusal of the FDA to grant

for new devices, withdrawal of existing marketing authorizations and criminal

prosecution.

Regulation of Companion Diagnostic Devices

If a sponsor or the FDA believes that a diagnostic test is essential for the safe

and effective use of a corresponding therapeutic product, the sponsor of the

therapeutic product will typically work with a collaborator to develop an in vitro

companion diagnostic device. The FDA defines an IVD companion diagnostic

device as a device that provides information that is essential for the safe and

effective use of a corresponding therapeutic product.

The FDA has also introduced the concept of complementary diagnostics that are

distinct from companion diagnostics because they provide additional

information about how a drug is used or identify patients who are likely to

derive the greatest benefit from therapy without being required for the safe and

effective use of that drug. The FDA has not yet provided much guidance on the

regulation and use of complementary diagnostics, but several have been

approved.

The FDA applies a risk-based approach to determine the regulatory pathway

for IVD companion diagnostic devices, as it does with all medical devices. This

means that the regulatory pathway will depend on the level of risk to patients,

based on the intended use of the IVD companion diagnostic device and the

controls necessary to provide a reasonable assurance of safety and

effectiveness.

We expect that any IVD companion diagnostic device that we develop will

utilize the PMA pathway and that a clinical trial performed under an IDE will

have to be completed before the PMA may be submitted. On 25 November

2025, FDA formally proposed down-classifying nucleic acid-based test systems

for use with a corresponding approved oncology therapeutic product. When

finalized (expected in 2026), many QIAGEN companion-diagnostic devices

will be able to use the 510(k) or de Novo pathways instead of the PMA

pathway. Clinical studies will still be required, some requiring an IDE where the

risk level of the study is more than minimal.

The FDA expects that the therapeutic sponsor will address the need for an IVD

companion diagnostic device in its therapeutic product development plan and

that, in most cases, the therapeutic product and its corresponding IVD

companion diagnostic device will be developed contemporaneously. If the

companion diagnostic test will be used to make critical treatment decisions such

as patient selection, treatment assignment, or treatment arm, it will likely be

considered a significant risk device for which a clinical trial will be required.

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Government Regulations

The sponsor of the IVD companion diagnostic device will be required to comply

with the FDA’s IDE requirements that apply to clinical trials of significant risk

devices. If the diagnostic test and the therapeutic drug are studied together to

support their respective approvals, the clinical trial must meet both the IDE and

IND requirements.

Products Intended for Non-clinical Use

Some products manufactured by QIAGEN are intended for non-clinical use.

These may include products intended for use in discovering and developing

medical knowledge related to human disease and conditions and products for

molecular research, genotyping, forensic and human identity testing, food and

animal feed safety and quality testing, cancer research, microbiological

research and animal pathogen research. They are not intended to produce

results for clinical use and are not themselves the object of the research. These

products do not have medical purpose and thus they are not considered

medical devices under FDA regulations.

A subset of products intended for non-clinical use are those that are sold for

research purposes and are therefore labeled “For Research Use Only” (RUO).

RUO refers to devices that are in the laboratory phase of development or are

intended only for non-clinical research purposes with goals other than the

development of a commercial IVD product, while investigational use only, or

IUO, refers to devices that are in the product testing phase of development.

These types of devices are exempt from most regulatory controls pursuant to

long-standing FDA guidance on RUO/IUO diagnostics (refer to “Distribution of

In Vitro Diagnostic Products Labeled for Research Use Only or Investigational

Use Only. Guidance for Industry and Food and Drug Administration Staff”,

issued November 25, 2013).

The other products intended for non-clinical use are referred to by QIAGEN as

“for molecular biology applications” or more recently directly as “for non-

clinical applications” (mainly instruments).

Because QIAGEN does not promote non-clinical use products for IVD purposes,

we believe that these products are exempt from the FDA’s premarket review

and other requirements. If the FDA were to disagree with our designation of

any of these products, we could be forced to stop selling the product until we

obtain appropriate regulatory clearance or approval.

Further, it is possible that some of our products intended for non-clinical use

may be lawfully used by some laboratories in their LDTs, which they may then

develop, validate and use for IVD purposes. QIAGEN does not promote any

products for non-clinical applications for use in LDTs or assist in the

development of such LDTs for IVD purposes.

HIPAA and Other Privacy and Security Laws

The Health Insurance Portability and Accountability Act of 1996 (HIPAA)

established comprehensive federal standards for the privacy and security of

health information. The HIPAA standards apply to health plans, healthcare

clearing houses, and healthcare providers that conduct certain healthcare

transactions electronically (Covered Entities), as well as individuals or entities

that perform services for them involving the use, or disclosure of, individually

identifiable health information or "protected health information" (PHI) under

HIPAA. Such service providers are called "Business Associates." Title II of

HIPAA, the Administrative Simplification Act, contains provisions that address

the privacy of health data, the security of health data, the standardization of

identifying numbers used in the healthcare system and the standardization of

certain healthcare transactions. The privacy regulations protect medical records

and other PHI by limiting their use and release, giving patients the right to

access their medical records and limiting most disclosures of health information

to the minimum amount necessary to accomplish an intended purpose. The

HIPAA security standards require the adoption of administrative, physical, and

technical safeguards and the adoption of written security policies and

procedures to maintain the security of PHI.

Congress subsequently enacted Subtitle D of the Health Information Technology

for Economic and Clinical Health Act (HITECH) provisions of the American

Recovery and Reinvestment Act of 2009. HITECH expanded and strengthened

HIPAA, created new targets for enforcement, imposed new penalties for

noncompliance and established new breach notification requirements for

Covered Entities and Business Associates.

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Government Regulations

Under HITECH's breach notification requirements, Covered Entities must report

breaches of PHI that has not been encrypted or otherwise secured. Required

breach notices must be made as soon as is reasonably practicable, but no later

than 60 days following discovery of the breach. Reports must be made to

affected individuals and to the Secretary and, in some cases depending on the

size of the breach, they must be reported through local and national media.

Breach reports can lead to investigation, enforcement and civil litigation,

including class action lawsuits.

Our Redwood City entity serves in some cases as a Business Associate to

customers who are subject to the HIPAA regulations. In this capacity, we

maintain an active compliance program that is designed to identify security

incidents and other issues in a timely fashion and enable us to remediate,

mitigate harm or report if required by law. We are subject to prosecution and/

or administrative enforcement and increased civil and criminal penalties for

non-compliance, including a four-tiered system of monetary penalties adopted

under HITECH. We are also subject to enforcement by state attorneys general

who were given authority to enforce HIPAA under HITECH. To avoid penalties

under the HITECH breach notification provisions, we must ensure that breaches

of PHI are promptly detected and reported within the Company, so that we can

make all required notifications on a timely basis. However, even if we make

required reports on a timely basis, we may still be subject to penalties for the

underlying breach.

California has also adopted the California Consumer Privacy Act of 2018, or

CCPA, which took effect on January 1, 2020 and became enforceable by the

state attorney general on July 1, 2020. The CCPA established a new privacy

framework for covered businesses by creating an expanded definition of

personal information, establishing new data privacy rights for consumers in the

State of California, imposing special rules on the collection of consumer data

from minors, and creating a new and potentially severe statutory damages

framework for violations of the CCPA and for businesses that fail to implement

reasonable security procedures and practices to prevent data breaches.

The regulations issued under the CCPA have been modified several times.

Additionally, the California Privacy Rights Act, or CPRA, was approved by

California voters in the November 2020 election. The CPRA imposes additional

data protection obligations on companies doing business in California,

including additional consumer rights processes, limitations on data uses, new

audit requirements for higher risk data, and opt outs for certain uses of sensitive

data. It also created a new California data protection agency authorized to

issue substantive regulations and could result in increased privacy and

information security enforcement. The majority of the provisions became

effective on January 1, 2023. There are also several federal privacy proposals

under consideration in Congress in 2026, and if passed, such laws may have

potentially conflicting requirements that would make compliance challenging.

Many states have also implemented genetic testing and privacy laws imposing

specific patient consent requirements and protecting test results by strictly

limiting the disclosure of those results. State requirements are particularly

stringent regarding predictive genetic tests, due to the risk of genetic

discrimination against healthy patients identified through testing as being at a

high risk for disease. We believe that we have taken the steps required of us to

comply with health information privacy and security statutes and regulations,

including genetic testing and genetic information privacy laws in all

jurisdictions, both state and federal. However, these laws constantly change,

and we may not be able to maintain compliance in all jurisdictions where we

do business. Failure to maintain compliance, or changes in state or federal laws

regarding privacy or security could result in civil and/or criminal penalties,

significant reputational damage and could have a material adverse effect on

our business.

Cyber Security and Artificial Intelligence

The FDA has recently published new guidances for industry to regulate

significant aspects of cyber security and artificial intelligence and more are

expected to come at the time of closing this report. QIAGEN is taking measures

to update either standalone software or software driving IVD instruments to fulfill

the most recent requirements.

Additionally, we are subject to emerging regulations and guidelines with

respect to other activities, including operational use of artificial intelligence (AI)

tools. AI is increasingly shaping industries worldwide, including Life Sciences

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Government Regulations

and healthcare. AI innovation introduces risks and challenges that could impact

our business in a variety of ways unrelated to FDA’s oversight of cyber devices.

Potential risks include breaches of confidentiality and privacy obligations,

noncompliance with emerging laws and regulations, threats to intellectual

property rights, including not only the leakage of our proprietary information

but also the risk that AI-generated outputs may infringe third-party intellectual

property rights, and the misuse of personally identifiable information or PHI. In

the United States, more than thirty states regulate AI or are considering

proposed legislation that would regulate AI and its use in healthcare, including

California, Texas, and Massachusetts. Generally, such regulations aim to

protect individuals such as consumers, employees, and/or job applicants from

bias, discrimination, and invasion of privacy and to promote transparency with

respect to use of AI by companies.

The U.S. Federal Trade Commission (FTC) also recently published guidance for

companies selling genetic testing products on securing DNA data and outlined

enforcement priorities, anticipating close monitoring of genetic testing

companies’ use of AI, including DNA algorithms. The FTC guidance instructs

companies to safeguard consumers from potential detrimental effects of AI

usage such as bias, invasion of privacy, and accuracy; notes that protection of

genetic data is FTC’s top priority; and reminds companies to prepare notices

regarding their collection, use, and disclosure of genetic information and to

consider affirmative express consent requirements.

U.S. Fraud and Abuse Laws and Other Healthcare Regulations

A variety of state and federal laws prohibit fraud and abuse involving state and

federal healthcare programs, as well as commercial insurers. These laws are

interpreted broadly and enforced aggressively by various federal and state

agencies, including the Centers for Medicare & Medicaid Services (CMS), the

Department of Justice (DOJ), and the Office of Inspector General for the U.S.

Department of Health and Human Services (OIG). The Company seeks to

conduct its business in compliance with all applicable federal and state laws.

State and federal fraud and abuse laws may be interpreted and applied

differently, and arrangements and business practices could be subject to

scrutiny under them by federal or state enforcement agencies. Sanctions for

violations of these laws could result in a wide range of penalties, including but

not limited to significant criminal sanctions and civil fines, among other

penalties.

The Anti-Kickback Statute

The federal Anti-Kickback Statute (AKS) is a criminal statute that prohibits, in

pertinent part, persons from knowingly and willfully soliciting, receiving,

offering or paying remuneration, directly or indirectly, in cash or in kind, in

exchange for or to induce a person:

•To refer an individual to a person for the furnishing or arranging for the

furnishing of any item or service for which payment may be made by federal

healthcare programs; or

•To purchase, lease, order, or arrange for or recommend purchasing, leasing,

or ordering, any good, facility, service, or item for which payment may be

made by a federal healthcare program.

A person or entity does not need to have actual knowledge of the AKS or

specific intent to violate it to have committed a violation. Recognizing that the

AKS is broad and potentially applies to innocuous or beneficial arrangements,

the OIG issued regulations, commonly known as “safe harbors,” which set forth

certain requirements that, if fully met, insulate a given arrangement or conduct

from prosecution under the AKS. The AKS also has statutory exceptions that

provide protection similar to that of safe harbors. If, however, an arrangement

does not meet every requirement of an exception or safe harbor, the

arrangement does not necessarily violate the AKS. A facts-and-circumstances

analysis is necessary to determine AKS compliance or lack thereof. Potential

statutory penalties for violating the AKS include imprisonment and criminal

fines. In addition, through application of other laws, conduct that violates the

AKS can give rise to civil monetary penalties and possible exclusion from

participation in Medicare, Medicaid, and other federal healthcare programs.

Claims including items or services resulting from a violation of the AKS also

constitute a false or fraudulent claim for purposes of the False Claims Act.

In addition to the federal AKS, many states have their own anti-kickback laws.

Often, these laws closely follow the language of the federal law, although they

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do not always have the same scope, exceptions, safe harbors or sanctions. In

some states, these anti-kickback laws apply to both state healthcare programs

and commercial insurers. The penalties for violating state anti-kickback

provisions can be severe, including criminal and civil penalties (including

penalties under the state false claims law), imprisonment, and exclusion from

state healthcare programs.

The False Claims Act

The federal False Claims Act (FCA) imposes civil liability on any person or

entity that, among other things, knowingly presents, or causes to be presented,

to the federal government, claims for payment that are false or fraudulent;

knowingly makes, uses, or causes to be made or used, a false statement or

record material to a false or fraudulent claim or obligation to pay or transmit

money or property to the federal government; or knowingly conceals or

knowingly and improperly avoids or decreases an obligation to pay money to

the federal government. The FCA also prohibits the knowing retention of

overpayments (sometimes referred to as “reverse false claims”).

In addition, the FCA permits a private individual acting as a

“whistleblower” (also referred to as a “relator”) to bring FCA actions on behalf

of the federal government under the statute’s qui tam provisions, and to share in

any monetary recovery. The federal government may elect or decline to

intervene in such matters, but if the government declines intervention, the

whistleblower may still proceed with the litigation on the government’s behalf.

Penalties for violating the FCA include payment of up to three times the actual

damages sustained by the government, plus substantial per-claim statutory

penalties, as well as possible exclusion from participation in federal healthcare

programs.

Various states have enacted similar laws modeled after the FCA that apply to

items and services reimbursed under Medicaid and other state healthcare

programs, and, in several states, such laws apply to claims submitted to any

payor, including commercial insurers.

There is also a federal criminal false claims statute that prohibits, in pertinent

part, the making or presentation of a false claim, knowing such claim to be

false, to any person or officer in the civil, military, or naval service or any

department or agency thereof. Potential penalties for violating this statute

include fines or imprisonment.

Healthcare Fraud and False Statements

The federal healthcare fraud statute criminalizes, in pertinent part, knowingly

and willfully defrauding a healthcare benefit program, which is defined to

include commercial insurers. A violation of this statute may result in fines,

imprisonment, or exclusion from participation in federal healthcare programs.

The federal criminal statute prohibiting false statements relating to healthcare

matters prohibits, in pertinent part, knowingly and willfully (i) falsifying,

concealing, or covering up a material fact, or (ii) making a materially false,

fictitious, or fraudulent statement or representation, or making or using any

materially false writing or document knowing that writing or document to

contain any materially false, fictitious, or fraudulent statements, in connection

with the delivery of or payment for healthcare benefits, items, or services. This

statute also applies to healthcare benefit programs. A violation of this statute

may result in fines or imprisonment.

Civil Monetary Penalties Law

The federal Civil Monetary Penalties Law (CMP Law) prohibits, among other

things, (1) the offering or transfer of remuneration to a beneficiary of Medicare

or a state healthcare program if the person knows or should know it is likely to

influence the beneficiary’s selection of a particular provider, practitioner, or

supplier of services reimbursable by Medicare or a state healthcare program,

unless an exception applies; (2) employing or contracting with an individual or

entity that the provider knows or should know is excluded from participation in

a federal healthcare program; (3) billing for services requested by an

unlicensed physician or an excluded provider; and (4) billing for medically

unnecessary services. The potential penalties for violating the CMP Law include

exclusion from participation in federal healthcare programs, substantial fines,

and payment of up to three times the amount billed, depending on the nature of

the offense.

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Government Regulations

Physician Payments Sunshine Act

The federal Physician Payments Sunshine Act (Sunshine Act) imposes reporting

requirements on manufacturers of certain devices, drugs, biologics, and

medical supplies for which payment is available under Medicare, Medicaid, or

the Children’s Health Insurance Program (CHIP), with certain exceptions.

Manufacturers to which the Sunshine Act applies must collect and report

annually certain data on certain payments and transfers of value by them (and

in some cases their distributors) to physicians, teaching hospitals, and certain

advanced non-physician healthcare practitioners, as well as ownership and

investment interests held by physicians and their immediate family members.

The reporting program (known as the Open Payments program) is administered

by CMS.

There are also an increasing number of state “sunshine” laws that require

manufacturers to provide reports to state governments on pricing and marketing

information. Several states have enacted legislation requiring manufacturers,

including medical device companies to, among other things, establish

marketing compliance programs, file periodic reports with the state, make

periodic public disclosures on sales and marketing activities, and to prohibit or

limit certain other sales and marketing practices.

Failure to comply with the Sunshine Act or state equivalents could result in civil

monetary penalties, among other sanctions, depending upon the nature of the

violation.

Foreign Corrupt Practices Act

Despite extensive procedures to ensure compliance, we may also be exposed

to liabilities under the U.S. Foreign Corrupt Practices Act (FCPA), which

generally prohibits companies and their intermediaries from making corrupt

payments to foreign officials for the purpose of obtaining or maintaining

business or otherwise obtaining favorable treatment, and requires companies to

maintain adequate record-keeping and internal accounting practices to

accurately reflect the transactions of the company. We are also subject to a

number of other laws and regulations relating to money laundering,

international money transfers and electronic fund transfers. These laws apply to

companies, individual directors, officers, employees and agents.

Environment, Health and Safety

We are subject to laws and regulations related to the protection of the

environment, the health and safety of our employees and the handling,

transportation and disposal of medical specimens, infectious and hazardous

waste and radioactive materials. For example, the U.S. Occupational Safety

and Health Administration (OSHA) has established extensive requirements

relating specifically to workplace safety for healthcare employers in the United

States. This includes requirements to develop and implement multi-faceted

programs to protect workers from exposure to blood-borne pathogens, such as

HIV and hepatitis B and C, including preventing or minimizing any exposure

through needle stick injuries. For purposes of transportation, some biological

materials and laboratory supplies are classified as hazardous materials and are

subject to regulation by one or more of the following agencies: the U.S.

Department of Transportation, the U.S. Public Health Service, the U.S. Postal

Service and the International Air Transport Association. The U.S. Environmental

Protection Agency (EPA) has also promulgated regulations setting forth

importation, labelling, and registration requirements, among others, which may

apply to certain products and/or establishments of the company.

Rest of the World Regulation

In addition to regulations in the United States and the EU, we are subject to a

variety of regulations governing clinical studies and commercial sales and

distribution of molecular testing instruments, consumables and digital solutions

in other jurisdictions around the world. These laws and regulations typically

require the licensing of manufacturing facilities, as well as controlled research,

testing and governmental authorization of product candidates. Additionally,

they may require adherence to good manufacturing, clinical and laboratory

practices.

We must obtain marketing authorization from regulatory authorities in all

countries where we distribute our products. The requirements governing the

conduct of product authorization, pricing and reimbursement vary greatly from

country to country. If we fail to comply with applicable regulatory requirements,

we may be subject to, among other things, fines, suspension or withdrawal of

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regulatory authorizations, product recalls, seizure of products, operating

restrictions, or criminal prosecution.

Reimbursement

United States

In the United States, payments for diagnostic tests come from several sources,

including commercial insurers (which might include health maintenance

organizations and preferred provider organizations); government healthcare

programs (such as Medicare or Medicaid); and, in many cases, the patients

themselves. For many years, federal and state governments in the United States

have pursued methods to reduce the cost of healthcare delivery. For example,

in 2010, the United States enacted major healthcare reform legislation known

as the Patient Protection and Affordable Care Act (ACA). Such changes have

had, and are expected to continue to have, an impact on our business.

In addition, in August 2011, the Budget Control Act of 2011, among other

things, created measures for spending reductions by Congress. A Joint Select

Committee on Deficit Reduction, tasked with recommending a targeted deficit

reduction of at least $1.2 trillion for the years 2013 through 2021, was unable

to reach required goals, thereby triggering the legislation’s automatic reduction

to several government programs. This includes aggregate reductions of

Medicare payments to providers up to 2% per fiscal year, and, due to

subsequent legislative amendments, will remain in effect through 2032 unless

additional Congressional action is taken.

We frequently identify value propositions on our products and communicate

them to payors, providers, and patient stakeholders and attempt to positively

impact coverage, coding and payment pathways. However, we have no direct

control over payor decisions with respect to coverage and payment levels for

our products. The manner and level of reimbursement may depend on the site

of care, the procedure(s) performed, the final patient diagnosis, the device(s)

and/or drug(s) utilized, the available budget, or a combination of these factors,

and coverage and payment levels are determined at each payor’s discretion.

Changes in reimbursement levels or methods may positively or negatively affect

sales of our products in any given country for any given product. At QIAGEN,

we work with several specialized reimbursement consulting companies and

maintain regular contact with payors.

As government programs seek to expand healthcare coverage for their citizens,

they have at the same time sought to control costs by limiting the amount of

reimbursement they will pay for particular procedures, products or services.

Many third-party payors have developed payment and delivery mechanisms to

support cost control efforts and to focus on paying for quality. Such mechanisms

include payment reductions, pay-for-performance metrics, quality-based

performance payments, restrictive coverage policies, studies to compare

effectiveness and patient outcomes, and technology assessments. These

changes have increased emphasis on the delivery of more cost-effective and

quality-driven healthcare.

Code Assignment

In the United States, a third-party payor's decisions regarding coverage and

payment are impacted, in large part, by the specific Current Procedural

Terminology (CPT) code used to identify a test. The American Medical

Association (AMA) publishes the CPT, which identifies codes, along with

descriptions, for reporting medical services and procedures. The purpose of the

CPT is to provide a uniform language that accurately describes medical,

surgical, and diagnostic services and thereby to ensure reliable nationwide

communication among healthcare providers, patients, and third-party payors.

CMS uses its own Healthcare Common Procedure Coding System (HCPCS)

codes for medical billing and reimbursement purposes. Level I HCPCS codes

are comprised of current CPT codes, while Level II HCPCS codes primarily

represent non-physician services and Level III HCPCS codes are local codes

developed by Medicaid agencies, Medicare contractors and commercial

insurers. Proprietary Laboratory Analyses (PLA) Codes are an addition to the

CPT® code set approved by the AMA CPT® Editorial Panel. They are alpha-

numeric CPT codes with a corresponding descriptor for laboratories or

manufacturers that want to more specifically identify their test.

A manufacturer of in vitro diagnostic kits or a provider of laboratory services

may request establishment of a Category I CPT code for a new product or a

PLA Code or both. In addition, Z-Code identifiers are unique five-character

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alphanumeric codes associated with a specific molecular diagnostic test. When

a claim is submitted to a payor for molecular diagnostic testing, it includes the

associated CPT code and, if required, the applicable Z-Code identifier.

Assignment of a specific CPT code can facilitate but does not guarantee routine

processing and payment for a diagnostic test by both commercial insurers and

government payors.

The AMA has specific procedures for establishing a new CPT code and, if

appropriate, for modifying existing nomenclature to incorporate a new test into

an existing code. If the AMA concludes that a new code or modification of

nomenclature is unnecessary, the AMA will inform the requestor how to use one

or more existing codes to report the test.

While the AMA's decision is pending, billing and collection may be sought

under an existing, non-specific CPT code (among other existing CPT codes). A

manufacturer or provider may also decide not to request assignment of a CPT

code and instead use an existing, non-specific (or other) CPT code (or codes)

for reimbursement purposes. However, use of non-specific codes may result in

more frequent denials and/or requests for supporting clinical documentation

from the third-party payor and in lower reimbursement rates, which may vary

based on geographical location.

CMS reimbursement rates for clinical diagnostic tests are defined by CPT and

HCPCS codes in the Clinical Laboratory Fee Schedule (CLFS). In 2012, the

AMA added 127 new CPT codes for molecular pathology services that became

effective on January 1, 2013. These new CPT codes are biomarker specific and

were designed to replace the previous methodology of billing for molecular

pathology testing, which involved “stacking” a series of non-biomarker-specific

CPT codes together to describe the testing performed. CMS issued final national

reimbursement amounts for the new CPT codes in November 2013. These

federal reimbursement amounts are widely acknowledged to be lower than the

reimbursement obtained by the now outdated “stacking” method, but

commercial insurers and Medicare contractors are still in the process of

solidifying their coverage and reimbursement policies for the testing described

by these new CPT codes.

As of January 1, 2018, in accordance with the Protecting Access to Medicare

Act of 2014 (PAMA), applicable laboratories are required to report to CMS

commercial insurer payment rates and volumes for their tests. CMS uses the

data reported and the HCPCS code associated with the test to calculate a

weighted median payment rate for each test, which is used to establish revised

Medicare CLFS reimbursement rates for certain clinical diagnostic laboratory

tests (CDLTs), subject to certain phase-in limits. For a CDLT that is assigned a

new or substantially revised CPT code, the initial payment rate is assigned

using the gap-fill methodology.

If the test at issue falls into the category of new advanced diagnostic laboratory

test (ADLT) instead of CDLT, the test will be paid based on an actual list charge

for an initial period of three quarters, before being shifted to the weighted

median commercial insurer rate reported by the laboratory performing the

ADLT. Laboratories offering ADLTs are subject to recoupment if the actual list

charge exceeds the weighted median private payor rate by a certain amount.

Since December 2019, Congress has passed a series of laws to modify

PAMA’s statutory requirements related to the data reporting period and phase-

in of payment reductions under the CLFS for CDLTs that are not ADLTs. Most

recently, the Consolidated Appropriations Act of 2026 (Pub. L. 119-75,

enacted February 3, 2026) further delayed the reporting requirement as well as

the application of the 15 percent phase-in reduction. Under these statutory

provisions, the next data reporting period for CDLTs that are not ADLTs will be

May 1, 2026 through July 31, 2026, and will be based on the most recent

data collection period of January 1, 2025 through June 30, 2025. After this

data reporting period, the three-year data reporting cycle for these tests will

resume (e.g., 2029, 2032, etc.).

This same series of laws passed since December 2019 also modified the phase-

in of payment reductions resulting from private payor rate implementation so

that a 0.0 percent reduction limit was applied for calendar years 2021 through

2026, as compared to the payment amounts for a test the preceding year. The

Consolidated Appropriations Act of 2026 further applied a 0.0 reduction limit

for calendar year 2026. As a result, payment may not be reduced by more

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than 15 percent per year for calendar years 2027, 2028, and 2029, as

compared to the payment amount established for a test the prior year.

CMS’s methodology under PAMA (as well as the willingness of commercial

insurers to recognize the value of diagnostic testing and pay for that testing

accordingly) renders commercial insurer payment levels even more significant.

This calculation methodology has resulted in significant reductions in

reimbursement, even though CMS imposed caps on those reductions. Given the

many uncertainties built into PAMA’s price-setting process, it is difficult to

predict how payments made by CMS under the CLFS may change from year to

year.

Coverage Decisions

When deciding whether to cover a particular diagnostic test, third-party payors

generally consider whether the test is a medically necessary and, if so, whether

the test will directly impact clinical decision making. For coverage, the testing

method should be considered scientifically valid to identify the specific gene

biomarker or gene mutation, and must have been demonstrated to improve

clinical outcomes for the patient’s condition. Coverage of a drug therapy and

its companion diagnostic for cancer treatment indications may be validated by

a NCCN category 1, 2A or 2B recommendation. However, most third-party

payors do not cover experimental services. Coverage determinations are often

influenced by current standards of practice and clinical data, particularly at the

local level. CMS has the authority to make coverage determinations on a

national basis, but most Medicare coverage decisions are made at the local

level by contractors that administer the Medicare program in specified

geographic areas. Commercial insurers and government payors have separate

processes for making coverage determinations, and commercial insurers may or

may not follow Medicare's coverage decisions. If a third-party payor has a

coverage determination in place for a particular diagnostic test, billing for that

test must comply with the established policy. Otherwise, the third-party payor

makes reimbursement decisions on a case-by-case basis.

Payment

Payment for covered diagnostic tests is determined based on various

methodologies, including prospective payment systems and fee schedules. In

addition, commercial insurers may negotiate contractual rates with participating

providers, establish fee schedule rates, or set rates as a percentage of the billed

charge. Diagnostic tests furnished to Medicare inpatients generally are included

in the bundled payment made to the hospital under Medicare's Inpatient

Prospective Payment System, utilizing Diagnosis Related Groups (DRGs)

depending on the patient’s condition. Payment rates for diagnostic tests

furnished to Medicare beneficiaries in outpatient settings are the lesser of the

amount billed, the local fee for a geographic area, or a national limit. Each

year, the fee schedule is updated for inflation and could be modified by

Congress in accordance with the CLFS rules and provisions. Medicaid

programs generally pay for diagnostic tests based on a fee schedule, but

reimbursement varies by geographic region.

European Union

In the European Union, the reimbursement mechanisms used by private and

public health insurers vary by country. For the public systems, reimbursement is

determined by guidelines established by the legislator or responsible national

authority. As elsewhere, inclusion in reimbursement catalogues focuses on the

medical usefulness, need, quality and economic benefits to patients and the

healthcare system. Acceptance for reimbursement comes with cost, use and

often volume restrictions which, again, can vary by country.

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Exchange Controls

There are currently no limitations, either under the laws of the Netherlands or in

our Articles of Association, to the rights of shareholders from outside the

Netherlands to hold or vote Common Shares. Under current foreign exchange

regulations in the Netherlands, there are no material limitations on the amount

of cash payments that we may remit to residents of foreign countries.

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Documents on Display

Documents referred to in this Annual Report may be inspected at our principal

executive office located at Hulsterweg 82, 5912 PL Venlo, The Netherlands.

We file reports, including annual reports on Form 20-F, furnish periodic reports

on Form 6-K and other information with the SEC, pursuant to the rules and

regulations of the SEC that apply to foreign private issuers. The SEC maintains

an Internet site at www.sec.gov that contains reports, proxy and information

statements, and other information regarding issuers that file electronically with

the SEC, from which the public may obtain any materials the Company files

with the SEC. The address of the SEC’s website is provided solely for

information purposes and is not intended to be an active link.

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Controls and Procedures

Disclosure Controls and Procedures

Our Managing Directors, with the assistance of other members of management,

performed an evaluation of the effectiveness of the design and operation of our

disclosure controls and procedures, as that term is defined in Rules 13a-15(e)

and 15d-15(e) of the Securities Exchange Act of 1934, as amended, within 90

days of the date of this Annual Report. Based on that evaluation, they

concluded that, as of December 31, 2025, our disclosure controls and

procedures were effective to ensure that information required to be disclosed by

us in the reports that we file or submit under the Exchange Act: (1) is recorded,

processed, summarized and reported within the time periods specified in the

SEC’s rules and forms, and (2) is accumulated and communicated to our

management, including our Managing Directors, as appropriate to allow timely

decisions regarding required disclosure.

There are inherent limitations to the effectiveness of any system of disclosure

controls and procedures, no matter how well designed, such as the possibility

of human error and the circumvention or overriding of the controls and

procedures. Therefore, even those systems determined to be effective may not

prevent or detect misstatements and can provide only reasonable assurance of

achieving their control objectives. In addition, any determination of

effectiveness of controls is not a projection of any effectiveness of those controls

to future periods, as those controls may become inadequate because of

changes in conditions or that the degree of compliance with the policies or

procedures may deteriorate.

Report of Management on Internal Control over Financial

Reporting

Our management is responsible for establishing and maintaining adequate

internal control over financial reporting as defined in Rules 13a-15(f) and

15d-15(f) under the Securities Exchange Act of 1934, as amended. The

Company’s system of internal controls over financial reporting is designed to

provide reasonable assurance regarding the reliability of financial reporting

and the preparation of the consolidated financial statements in accordance with

generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may

not prevent or detect misstatements and, even when determined to be effective,

can provide only reasonable assurance with respect to financial statement

preparation and presentation. Projections of any evaluation of effectiveness to

future periods are subject to the risk that controls may become inadequate

because of changes in conditions or that the degree of compliance with the

policies or procedures may deteriorate.

Our management assessed the effectiveness of the Company’s internal control

over financial reporting as of December 31, 2025. In making this assessment,

management used the criteria set forth in 2013 by the Committee of Sponsoring

Organizations of the Treadway Commission (COSO) in the Internal Control-

Integrated Framework.

Based on our assessment under the COSO Internal Control-Integrated

Framework, management believes that, as of December 31, 2025, our internal

control over financial reporting is effective. Management’s assessment of and

conclusion on the effectiveness of internal control over financial reporting did

not include the internal controls of Parse Biosciences, Inc. which is included in

the 2025 consolidated financial statements of QIAGEN N.V. and Subsidiaries

and constituted 4.59% of total assets as of December 31, 2025 and 0.33% of

revenues for the year then ended. Securities and Exchange Commission

guidelines permit companies to exclude acquisitions from their assessment of

internal control over financial reporting during the first year following an

acquisition.

Attestation Report of the Independent Registered Public

Accounting Firm

EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, the independent

registered public accounting firm that audited our consolidated financial

statements prepared in accordance with U.S. generally accepted accounting

principles (GAAP) as of and for the year ended December 31, 2025, has also

audited the effectiveness of the Company's internal control over financial

reporting as of December 31, 2025. Its reports are included in this Annual

Report on Form 20-F beginning on page 91.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 219
Controls and Procedures

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting

during 2025 that has materially affected, or is reasonably likely to materially

affect, our internal control over financial reporting.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 220
Disclosure pursuant to Section 219 of the Iran<br><br>Threat Reduction & Syria Human Rights Act (ITRA)

QIAGEN is a global leader in Sample to Insight solutions that transform

biological samples into valuable molecular insights. QIAGEN GmbH, our

subsidiary located in Hilden, Germany, has conducted limited business with

certain Iranian and Syrian entities consisting of sales for our consumables and

instrumentation products. In 2025, sales to Iran totaled $1.2 million, or

approximately 0.06% of our consolidated net sales, and were primarily for

consumables labelled for use in diagnostic testing for tuberculosis

(QuantiFERON tests) and the detection of amniotic fluid (AmniSure ROM test).

These transactions were processed through two distributors and under general

license by the Office of Foreign Assets Control (OFAC) for Medicine and

Medical Devices and in compliance with German and European Union customs

regulations and do not include any products that are “dual-use” products or

products requiring special clearance from the German customs authorities.

U.S. affiliates, or foreign affiliates controlled by U.S. affiliates, are not involved

in these sales activities, and we have not knowingly conducted a transaction or

dealt with a person or entity subject to specific U.S. economic sanctions. We

are continuously evaluating such activities in light of the evolving regulatory

environment.

QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 221
Reference Table Form 20-F
Item	Form 20-F Caption	Section	Location in this Document	Page
---	---	---	---	---
Part I
Item 1.	Identity of Directors, Senior Management and Advisers		Not applicable.
Item 2.	Offer Statistics and Expected Timetable		Not applicable.
Item 3.	Key Information
	A. [Reserved]
	B. Capitalization and Indebtedness		Not applicable.
	C. Reasons for the Offer and Use of Proceeds		Not applicable.
	D. Risk Factors	MR	Risk Factors	27
Item 4.	Information on the Company
	A. History and Development of the Company	MR	Business and Operating Environment	6
	B. Business Overview	MR	Conflict Minerals	6
		MR	Strategy, Business Model and Value Chain	7
		APP	Government Regulations	203
	C. Organizational Structure	MR	Company Overview	6
		EX	List of Subsidiaries	225
	D. Property, Plants and Equipment	MR	Description of Property	22
Item 4A.	Unresolved Staff Comments		Not applicable.
Item 5.	Operating and Financial Review and Prospects
	A. Operating Results	MR	Operating Results	43
	B. Liquidity and Capital Resources	MR	Liquidity and Capital Resources	48
	C. Research and Development, Patents and Licenses, etc.	MR	Research and Development	19
		MR	Intellectual Property, Proprietary Rights and Licenses	20
QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 222
---	---	---	---	---	---
Reference Table Form 20-F							Item	Form 20-F Caption	Section	Location in this Document	Page
---	---	---	---	---
		MR	Research and Development	46
Item 5.	D. Trend Information	MR	Operating Results	43
	E. Critical Accounting Estimates	MR	Critical Accounting Estimates	53
Item 6.	Directors, Senior Management and Employees
	A. Directors and Senior Management	CG	Supervisory Board Members	68
		MR	Managing Board	64
	B. Compensation	CG	Compensation of Managing Board Members and Supervisory Directors	85
	C. Board Practices	CG	Managing Board	64
			Supervisory Board	66
	D. Employees	MR	Employees	23
	E. Share Ownership	CG	Share Ownership	89
	F. Disclosure of a registrant’s action to recover erroneously awarded<br><br>compensation		Not applicable.
Item 7.	Major Shareholders and Related Party Transactions
	A. Major Shareholders	CG	Major Shareholders	75
	B. Related Party Transactions	FS	Note 24. Related Party Transactions	182
	C. Interests of Experts and Counsel		Not applicable.
Item 8.	Financial Information
	A. Consolidated Statements and Other Financial Information	FS	Consolidated Financial Statements	90
		MR	Policy on Dividend Distribution	53
		MR	Legal Proceedings	48
	B. Significant Changes		Other than the information set forth herein, there have been no significant changes since<br><br>December 31, 2025.
Item 9.	The Offer and Listing
	A. Offer and Listing Details	QS	QIAGEN Shares	57
	B. Plan of Distribution		Not applicable.
	C. Markets	QS	QIAGEN Shares	57
QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 223
---	---	---	---	---	---
Reference Table Form 20-F							Item	Form 20-F Caption	Section	Location in this Document	Page
---	---	---	---	---
	D. Selling Shareholders		Not applicable.
	E. Dilution		Not applicable.
	F. Expenses of the Issue		Not applicable.
Item 10.	Additional Information
	A. Share Capital		Not applicable.
	B. Memorandum and Articles of Association	APP	Memorandum and Articles of Association	184
	C. Material Contracts		Not applicable.
	D. Exchange Controls	APP	Exchange Controls	216
	E. Taxation	APP	Taxation	197
	F. Dividends and Paying Agents		Not applicable.
	G. Statement by Experts		Not applicable.
	H. Documents on Display	APP	Documents on Display	217
	I. Subsidiary Information		Not applicable.
	J. Annual Report to Security Holders		We will submit our Annual Report to our security holders when required in response to the<br><br>requirements of Form 6-K, in electronic format in accordance with the EDGAR Filer<br><br>Manual.
Item 11.	Quantitative and Qualitative Disclosures about Market Risk	MR	Quantitative and Qualitative Disclosures about Market Risk	51
Item 12.	Description of Securities Other than Equity Securities		Not applicable.
Part II
Item 13.	Defaults, Dividend Arrearages and Delinquencies		Not applicable.
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds		Not applicable.
Item 15.	Controls and Procedures	APP	Controls and Procedures	218
Item 16.	[Reserved]
Item 16A.	Audit Committee Financial Expert	CG	Audit Committee	69
Item 16B.	Code of Ethics	CG	Corporate Code of Conduct and Ethics and Whistleblower Policy	81
Item 16C.	Principal Accountant Fees and Services	APP	Principal Accountant Fees and Services	196
QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 224
---	---	---	---	---	---
Reference Table Form 20-F							Item	Form 20-F Caption	Section	Location in this Document	Page
---	---	---	---	---
Item 16D.	Exemptions from the Listing Standards for Audit Committees		Not applicable.
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers		Not applicable.
Item 16F.	Change in Registrant’s Certifying Accountant		Not applicable.
Item 16G.	Corporate Governance	CG	NYSE Exemptions	84
Item 16H.	Mine Safety Disclosure		Not applicable.
Item 16I.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		Not applicable.
Item 16J.	Insider Trading Policies	CG	Insider Trading Policy	81
Item 16K.	Cybersecurity	CG	Cyber Security	80
Part III
Item 17.	Financial Statements		See Item 18.
Item 18.	Financial Statements	FS	Consolidated Financial Statements	90
Item 19.	Exhibits	EX	Exhibit Index	225
This document includes references to certain information contained on QIAGEN's website. The information contained on QIAGEN's website is not incorporated by reference and does not form part of this document.
Section abbreviations:
APP	Appendices
CG	Corporate Governance
EX	Exhibit Index
FS	Financial Statements
MR	Management Report
QS	QIAGEN Shares
QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 225
---	---	---	---	---	---
Exhibit Index
Exhibit No.	Description		Incorporated by reference
---	---	---	---	---	---
		Filed herewith	Form	Exhibit	Filing date
1.1	Articles of Association as confirmed by notarial deed as of January 7, 2026 (English translation)	*
2.1	Schuldscheindarlehensvertrag Form of Loan Agreement dated as of June 19, 2017		20-F	2.11	March 6, 2018
2.2	Global Bearer Bond Representing Convertible Bonds due 2027 dated as of December 17, 2020		20-F	2.12	March 5, 2021
2.3	Purchase Agent Agreement dated as of December 10, 2020		20-F	2.13	March 5, 2021
2.4	Subscription Agreement dated as of December 10, 2020		20-F	2.14	March 5, 2021
2.5	Schuldscheindarlehensvertrag Form of Loan Agreement dated as of July 13, 2022		20-F	2.13	March 13, 2023
2.6	Namensschuldverschreibungen Agreement dated as of August 16, 2022		20-F	2.14	March 13, 2023
2.7	Global Bearer Bond Representing Convertible Bonds due 2031 dated as of September 5, 2024		20-F	2.7	March 31, 2025
2.8	Purchase Agent Agreement dated as of September 4, 2024		20-F	2.8	March 31, 2025
2.9	Subscription Agreement dated as of September 3, 2024		20-F	2.9	March 31, 2025
2.10	Description of Securities		20-F	2.12	March 2, 2020
2.11	Global Bearer Bond Representing Convertible Bonds due 2032 as of September 4, 2025	*
2.12	Purchase Agent Agreement dated as of August 29,2025	*
2.13	Subscription Agreement dated as of August 28, 2025	*
4.1	QIAGEN N.V. 2014 Stock Plan		S-8	99.1	April 2, 2015
4.2	QIAGEN N.V. 2023 Stock Plan		S-8	99.1	May 30, 2024
8.1	List of Subsidiaries	*
11.1	QIAGEN N.V. Insider Trading Policy		20-F	11.1	March 11, 2024
12.1	Certification under Section 302; Thierry Bernard, Managing Director and Chief Executive Officer	*
12.2	Certification under Section 302; Roland Sackers, Managing Director and Chief Financial Officer	*
13.1	Certifications under Section 906; Thierry Bernard, Managing Director and Chief Executive Officer and<br><br>Roland Sackers, Managing Director and Chief Financial Officer	*
15.1	Consent of Independent Registered Public Accounting Firm	*
15.2	Consent of Independent Registered Public Accounting Firm	*
97.1	QIAGEN N.V. Clawback Policy		20-F	97.1	March 11, 2024
101	Inline XBRL Interactive Data File	*
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)	*
QIAGEN N.V.	Financial Report 2025	Management Report	Corporate Governance	Financial Statements	Appendices	Page 226
---	---	---	---	---	---
Signatures

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and

authorized the undersigned to sign this annual report on its behalf.

		QIAGEN N.V.
Dated:	March 19, 2026
		By:	/s/ Thierry Bernard
			Thierry Bernard, Chief Executive Officer
			/s/ Roland Sackers
			Roland Sackers, Chief Financial Officer

Document

Exhibit 1.1

The undersigned:

Casper Robert Nagtegaal, civil law notary in Amsterdam, declares with respect to the articles of association (the "Articles of Association") of the public limited liability company: QIAGEN N.V., with seat in Venlo, the Netherlands (the "Company") as follows:

(i) the Articles of Association correspond with the document in the Dutch language which is attached to this declaration;

(ii) the document in the English language attached to this declaration is an unofficial translation of the Articles of Association; if differences occur in the translation, the Dutch text will govern by law; and

(iii) the Articles of Association were mostly recently amended by deed (the "Deed") executed on 7 January 2026 before C.R. Nagtegaal, civil law notary in Amsterdam.

When issuing the statements included above under (i) and (iii) I, C.R. Nagtegaal, civil law notary, based any observations entirely on the information stated in the extract from the Trade Register of the registration of the Company and on an official copy of the Deed.

Signed in Amsterdam on 7 January 2026.

ARTICLES OF ASSOCIATION

of:

QIAGEN N.V.

with seat in Venlo

dated 7 January 2026

Name, Seat.

Article 1.

1.1. The name of the company is: QIAGEN N.V.

1.2. The company is established at Venlo, the Netherlands.

Objects.

Article 2.

The objects of the company are:

a.to incorporate, acquire, participate in, finance, manage and to have any other interest in other companies or enterprises of any nature;

b.to perform activities in the field of the biotechnology industry;

c.to raise funds by way of securities, bank loans, bond issues, notes and to borrow in any other way, to lend, to provide guarantees, including guarantees for debts of other persons, to assume commitments in the name of any enterprises with which it may be associated within a group of companies, and to perform all acts which in the broadest sense of the term, may be connected with or may be conducive to the foregoing.

Capital.

Article 3.

3.1. The authorised capital of the company amounts to nine million euro (EUR 9,000,000), divided into four hundred and ten million (410,000,000) ordinary shares of one eurocent (EUR 0.01) each, forty million (40,000,000) financing preference shares of one eurocent (EUR 0.01) each and four hundred and fifty million (450,000,000) preference shares of one eurocent (EUR 0.01) each.

3.2. Where in these articles of association reference is made to shares and shareholders it shall include respectively the ordinary shares, the financing preference shares and the preference shares and the holders of ordinary shares, the holders of financing preference shares and the holders of preference shares unless the contrary is expressly stated.

Issuance of shares. Pre-emptive rights.

Article 4.

4.1. The supervisory board shall have the power to resolve upon the issue of shares and to determine the price and further terms and conditions of such share issue, if and in so far as the supervisory board has been designated by the general meeting of shareholders, hereinafter referred to as: the general meeting, as the authorized "orgaan" (corporate body) for this purpose. A designation as referred to above shall

only be valid for a specific period of no more than five years and may from time to time be extended with a period of no more than five years.

4.2. If a designation as referred to in paragraph 1 is not in force, the general meeting of shareholders shall have power to resolve upon the issue of shares, but only upon the proposal of and for a price and against such further terms and conditions to be determined by the supervisory board.

4.3. In the event of an issue of ordinary shares, the shareholders shall have a pre-emptive right in proportion to the number of ordinary shares which they own. Holders of preference shares and holders of financing preference shares shall have no pre- emptive right in respect of shares to be issued. Holders of ordinary shares shall have no pre-emptive right in respect of preference shares or financing preference shares to be issued. In respect of the issue of shares there shall be no pre-emptive right to shares issued against a contribution other than in cash or issued to employees of the company or of a group company. The supervisory board shall have the power to limit or exclude any pre-emptive rights to which shareholders shall be entitled, but only if and in so far as it has been granted such authority by the general meeting, and provided further that the supervisory board can only exercise such authority if at that time it also has authority to resolve upon the issue of shares. The provisions in the second sentence of paragraph 1 of this article shall equally apply.

4.4. If a designation as referred to in paragraph 3 is not in force, the general meeting shall have power to limit or exclude any pre-emptive rights to which shareholders shall be entitled, but only upon the proposal of the supervisory board.

4.5. A resolution by the general meeting in accordance with paragraph 3 or 4 of this article requires in order to be validly adopted a majority of at least two-thirds of the votes cast in a meeting of shareholders if less than fifty per cent (50%) of the issued share capital is present or represented.

4.6. A previous or simultaneous approving resolution of each group of holders of shares of the same class whose rights are prejudiced by such issue shall be required for the validity of a resolution of the general meeting to issue shares or to designate the supervisory board as referred to above.

4.7. This article 4 shall equally apply to the granting of rights to subscribe for shares, but shall not apply to the issue of shares to a person who exercises a previously acquired right to subscribe for shares, in which case no pre-emptive right exists.

4.8. A resolution to issue preference shares shall only be valid in the event that:

1) in the opinion of the supervisory board, a Person, who is not a Founding Shareholder of the company as defined below, shall, alone or pursuant to a mutual arrangement for co-operation jointly with one or more other Persons, directly or indirectly have acquired or given notice of an intent to acquire (beneficial) ownership of a nominal amount of ordinary shares or financing preference shares, which in aggregate equals twenty percent (20%) or more of the share capital of the company then outstanding in the form of ordinary shares and of financing preference shares; or

2) the supervisory board shall declare any Person to be an Adverse Person, upon a determination that such Person, alone or together with its Affiliates and Associates, has become the (beneficial) owner of a nominal amount of ordinary shares or financing preference shares which the supervisory board determines to be substantial (which amount shall in no event be less than ten per cent (10%) of the shares then outstanding) and a determination by the supervisory board after reasonable inquiry and investigation, which may include a review of the public record regarding such Person and any information the supervisory board may request from such Person and consultation with such persons as such board members shall deem appropriate, that (a) such (beneficial) Ownership by such Person is intended to cause the company to repurchase the shares (beneficially) owned by such Person or to cause pressure on the company to take action or enter into a transaction or series of transactions intended to provide such Person with short- term financial gain under circumstances where such members of the supervisory board determine that the best long term interest of the company and its shareholders would not be served by taking such action or entering into such transaction or series of transactions at that time or (b) such (beneficial) ownership by such Person is causing or is reasonably likely to cause a material adverse impact (including but not limited to, impairment of relationships with customers or impairment of the company's ability to maintain its competitive position) on the business prospects of the company.

The holding of shares, or the acquisition of shares for the purposes of the preceding sentence includes the having of a right of usufruct or a right of pledge, or the acquisition of a right of usufruct or a right of pledge, in or on shares, insofar as in addition to this the voting right vests in the holder of a usufruct or pledge.

A Person shall be deemed the ("beneficial) owner" of and shall be deemed to ("beneficially) own" any shares:

(i) which such Person or any of such Person's Affiliates or Associates (beneficially) owns, directly or indirectly, where a (beneficial) owner of a share includes any Person who, directly or indirectly, has or shares (a) voting power which includes the power to vote, or to direct the voting of such shares; and/or (b) investment power which includes the power to dispose, or to direct the disposition of, such shares;

(ii) of which such Person or any of such Person's Affiliates or Associates, directly or indirectly, has the right to acquire (beneficial) ownership pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; or

(iii) which are (beneficially) owned, directly or indirectly, by any other Person (or any Affiliate or Associate of such other Person) with which such Person or any of such Person's Affiliates or Associates has any agreement,

arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any securities of the company.

Notwithstanding anything in this provision to the contrary, the phrase "then outstanding," when used with reference to a Person's (beneficial) ownership of securities of the company, shall mean the total number of shares of the company then issued and outstanding together with the number of such shares not then actually issued and outstanding which such Person would be deemed to own (beneficially) hereunder. As used above, the term "Associate" of a specified Person means a Person that directly or indirectly controls or is controlled by, or is under common control with, the Person specified and the term "Affiliate" means (i) any corporation or organization of which such Person is an officer or partner or is, directly or indirectly, the (beneficial) owner of ten percent (10%) or more of any class of equity securities, (ii) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity, or (iii) any relative or spouse of such Person, or any relative of such spouse, who has the same home as such Person.

"Person", for the purposes of this paragraph, shall mean any natural Person, company, government or political subdivision, agency or instrumentality of a government, and a "Founding Shareholder", for the purposes of this paragraph, shall include those persons who acquired shares pursuant to the deed of incorporation of the company.

4.9. A resolution to grant a right to subscribe for preference shares shall only be valid if the exercise of such right is subject to an event as described in paragraph 8.

4.10. All notifications to shareholders must be made in accordance with the provisions relating to the convening of a general meeting as set out in article 30, paragraph 2.

Issuance price. Payment of shares.

Article 5.

5.1. Without prejudice to what has been provided in section 2:80.2 Civil Code, shares shall at no time be issued below par. Ordinary shares and financing preference shares must be fully paid up upon issue.

Preference shares may be issued against partial payment, with the proviso that the obligatory payable part of the nominal amount (call) must be equal in respect of each preference share - regardless of the time of issue of such preference share - and that at least one-fourth part of the nominal amount must be paid upon subscription for the share.

5.2. The managing board may with the approval of the supervisory board resolve on which day and up to which amount a further call must be paid on preference shares which have not yet been paid up in full. The managing board shall give immediate notice of such resolution to the holders of preference shares; the period intervening between that notice and the day, on which the call must have been paid, must be at least thirty days.

5.3. Payment must be made in cash to the extent that no other contribution has been agreed upon. If the company so agrees, payment in cash can be made in a currency other than Dutch currency.

In the event of payment in a foreign currency the obligation to pay is fulfilled to the extent of the sum for which the payment is freely convertible into Dutch currency. The decisive factor is the rate of exchange on the day of payment, or as the case may be after application of the next sentence, on the day mentioned therein.

The company can require payment at the rate of exchange on a certain day within two months prior to the ultimate day on which payment must be made, provided the shares or depositary receipts issued therefor shall immediately upon their issue be admitted to a listing at a stock exchange outside of the Netherlands.

Acquisition by the company of its shares.

Article 6.

Subject to authorisation by the general meeting and with due observance of the other provisions of Section 2:98 Civil Code, the managing board may cause the company to acquire for consideration fully paid up shares in its own share capital.

Reduction of capital. Cancellation of shares.

Article 7.

With due observance of the provisions of Section 2:99 Civil Code, upon the proposal of the supervisory board, the general meeting may resolve to reduce the issued capital by cancelling shares or by reducing the nominal amount of the shares by an amendment of the company's articles of association. The shares referred to in such resolution must be designated therein and provisions for the implementation of the resolution must be made therein.

Cancellation with repayment of shares or partial repayment on shares or release from the obligation to pay up as referred to in Section 2:99 Civil Code may also be made or be given exclusively with respect to ordinary shares or exclusively with respect to preference shares or exclusively with respect to financing preference shares.

A partial repayment or release must be made pro rata to all shares concerned. The pro rata requirement may be waived with the consent of all the shareholders concerned.

Shares. Share certificates.

Article 8.

8.1. Shares shall be issued in registered form only. The managing board may decide to identify all or part of the shares in such a manner that it deems appropriate, or to change or cancel the identification of all or part of the shares.

8.2. No share certificates shall be issued for shares.

Share certificates.

Article 9.

Deleted.

Share register.

Article 10.

10.1. Notwithstanding the applicable statutory provisions in respect of registered shares, a share register shall be kept by or on behalf of the company, which register shall be regularly updated and, at the discretion of the managing board, may, in whole or in part, be kept in more than one copy and at more than one address.

Part of the register may be kept abroad in order to comply with applicable foreign statutory provisions or applicable provisions set by a foreign stock exchange.

10.2. Each shareholder's name, his address and such further information as required by law and such further information as the managing board deems appropriate, whether at the request of a shareholder or not, shall be recorded in the register.

10.3. The form and the contents of the register shall be determined by the managing board with due observance of the provisions of paragraphs 1 and 2 of this article.

10.4. Upon his request a shareholder shall be provided with written evidence of the contents of the register with regard to the shares registered in his name free of charge, and the statement so issued may be validly signed on behalf of the company by a person to be designated for that purpose by the managing board.

10.5. The provisions of paragraphs 1 up to and including 4 of this article shall equally apply to persons who hold a right of usufruct or a right of pledge on one or more shares.

10.6. The managing board and supervisory board shall have power and authority to permit inspection of the register and to provide information recorded therein as well as any other information regarding the direct or indirect shareholding of a shareholder of which the company has been notified by that shareholder to the authorities entrusted with the supervision and/or implementation of the trading of securities on a foreign stock exchange on behalf of the company and its shareholders, in order to comply with applicable foreign statutory provisions or applicable provisions set by such foreign stock exchange, if and to the extent such requirements apply to the company and its shareholders as a result of the listing of shares in the share capital of the company on such stock exchange or the registration of such shares or the registration of an offering of such shares under applicable foreign securities laws.

10.7. Any shareholder shall, upon written request, have the right during the usual hours for business to inspect the company's share register and a list of its shareholders and their addresses and shareholdings, and to make copies or extracts therefrom. The request shall be directed to the managing directors of the company at its registered office in the Netherlands or at its principal place of business.

Fractional shares.

Article 11.

11.1. Each ordinary share consists of twenty (20) fractional shares. Each fractional share represents a one/twentieth (1/20th) portion of the value of an ordinary share.

11.2. Every fractional share shall be in registered form.

11.3. Without prejudice to the other provisions of this article 11, the provisions of Title 4 of Book 2 of the Dutch Civil Code on shares and shareholders shall apply accordingly to fractional shares and holders of fractional shares, to the extent not stipulated otherwise in those provisions.

11.4. The provisions of these articles of association with respect to shares and shareholders shall apply accordingly to fractional shares and holders of fractional shares, to the extent not stipulated otherwise in paragraphs 5 and 6 of this article 11.

11.5. A holder of one or more fractional shares may exercise the meeting and voting rights attaching to an ordinary share together with one or more other holders of one or more fractional shares to the extent the total number of fractional shares held by such holders of fractional shares equals twenty (20) or a multiple thereof. These rights shall be exercised either by one of them who has been authorized to that effect by the others in

writing, or by a proxy authorized to that effect by those holders of fractional shares in writing.

11.6. Every holder of a fractional share is entitled to a one/twenty (1/20th) part of the (interim) dividend and any other distribution to which the holder of one (1) ordinary share is entitled.

11.7. In the event the holder of one or more fractional shares acquires such number of fractional shares that the total number of fractional shares held by him at least equals twenty (20), then each time twenty (20) fractional shares held by him shall by operation of law be consolidated into one (1) ordinary share; this shall be recorded in the shareholders' register.

11.8. One or more shares held by the company in its own share capital, can be divided into twenty (20) fractional shares upon a resolution by the managing board. Fractional shares created in this way, will not be consolidated in accordance with article 11.7 as long as those fractional shares are held by the company, unless the managing board resolves to consolidate in accordance with article 11.7.

Transfer of shares.

Article 12.

12.1. The transfer of title to shares or the transfer of title to or a termination of a right of usufruct on shares or the creation or release of a right of usufruct or of a right of pledge on shares shall be effected by way of a written instrument of transfer, and in accordance with the (further) provisions set forth in section 2:86, or, as the case may be, section 2:86c, Civil Code.

12.2. The provisions of paragraph 1 of this article shall equally apply to (i) the allotment of shares in the event of a judicial partition of any community of property, (ii) the transfer of a registered share as a consequence of foreclosure of a right of pledge and (iii) the creation of limited rights in rem on a registered share.

12.3. Any requests made pursuant to and in accordance with the provisions of article 10 and this article 12 may be sent to the company at such address(es) as to be determined by the managing board, at all times including an address in the municipality or city where a stock exchange on which shares in the share capital of the company are listed has its principal place of business.

12.4. The company is authorized to charge such amounts as may be determined by the managing board provided they do not exceed cost price, to persons who have made a request pursuant to and in accordance with the provisions of article 10 and this article 12.

Restriction on the transfer of preference shares.

Article 13.

13.1. Each transfer of preference shares shall require the approval of the supervisory board. The approval shall be applied for in writing, stating the name and address of the intended transferee, as well as the price or other consideration which the intended transferee is willing to pay or give.

13.2. If the approval is refused, the supervisory board shall at the same time designate one or more prospective purchasers who are willing and able to purchase all the shares to which the request for approval relates, against cash payment at a price to be fixed

mutually by the transferor and the supervisory board within two months following such designation.

13.3. If, within three months of receipt by the company of the request to approve the intended transfer, the transferor has not received a written notice to that end from the company or due written refusal to approve the transfer was not simultaneously accompanied by designation of one or more prospective purchasers as referred to in paragraph 2, the approval to transfer shall be deemed granted following expiry of said period or upon receipt of the notice of refusal.

13.4. If the transferor and the supervisory board have failed to reach agreement on the price meant in paragraph 2 within two months of the refusal of the approval, such price shall be fixed by an expert, to be designated by the transferor and the managing board by mutual agreement or, failing agreement about that within three months following the refusal of the approval, by the President of the Chamber of Commerce and Industry in the district in which the Company has its corporate seat according to its articles of association, at the request of the party who is first to take action.

13.5. The transferor shall have the right to abandon the transfer, provided he so notifies the managing board in writing within one month of his being informed of both the name of the designated prospective purchaser(s) and the fixed price.

13.6. In the event of approval of the transfer in the sense of paragraph 1 or paragraph 3 the transferor shall be entitled to transfer all shares, to which his request relates, to the purchaser mentioned in the request at the price or consideration mentioned by him, referred to in paragraph 1 of this article.

13.7. The costs connected with the transfer for the Company may be charged to the new transferee.

Usufructuaries. Pledgees. Holders of depositary receipts.

Article 14.

14.1. The usufructuary, who in conformity with the provisions of section 2:88, Civil Code has no right to vote, and the pledgee who in conformity with the provisions of section 2:89, Civil Code has no right to vote, shall not be entitled to the rights which by law have been conferred on holders of depositary receipts for shares issued with the cooperation of the company.

14.2. Where in these articles of association persons are mentioned who are entitled to attend meetings of shareholders, this shall include the holders of depositary receipts for shares issued with the cooperation of the company, and persons who in pursuance of section 2:88.4 or section 2:89.4, Civil Code have the rights that by law have been conferred on holders of depositary receipts for shares issued with the cooperation of the company.

Managing board.

Article 15.

15.1. The company shall be managed by a managing board consisting of one or more managing directors under the supervision of the supervisory board. The number of members of the managing board shall be determined by the supervisory board.

15.2. Managing directors shall be appointed by the general meeting upon the joint meeting of the supervisory board and the managing board hereinafter referred to as: the "Joint Meeting" having made a binding nomination for each vacancy. The managing board shall invite the Joint Meeting to make a nomination within sixty days. However, the general meeting may at all times overrule the binding nature of such a nomination by a resolution adopted by at least a two thirds majority of the votes cast, if such majority represents more than half the issued share capital. A second general meeting as referred to in article 2:120, paragraph 3 Civil Code may not be convened.

The nomination shall be included in the notice of the general meeting at which the appointment shall be considered.

If a nomination has not been made or has not been made in due time, this shall be stated in the notice and the general meeting shall make such appointment at its discretion. The managing directors appointed by the general meeting shall be appointed for the period commencing on the date following the annual general meeting which must be held by virtue of section 2:108.2, Civil Code up to and including the date of that meeting held in the following financial year.

15.3. With due observance of these articles of association, the supervisory board may adopt a "directiereglement" (rules governing the internal organisation, hereinafter the "management rules") and the supervisory board shall have authority to amend the management rules from time to time.

Furthermore, the supervisory board may divide the duties among the managing directors, whether or not by way of a provision to that effect in the management rules. The management rules shall include directions to the managing board concerning the general financial, economic, personnel and social policy of the company, to be taken into consideration by the managing board in the performance of its duties.

15.4. The company has a policy in the area of remuneration of the managing board. The policy will be adopted by the general meeting upon a proposal of the supervisory board.

The remuneration of members of the managing board will, with due observance of the policy as referred to in the preceding sentence, be determined by the supervisory board.

Suspension or dismissal of managing directors.

Article 16.

16.1. The general meeting shall at all times be entitled to suspend or dismiss a managing director. The general meeting may only adopt a resolution to suspend or dismiss a managing director by at least a two thirds majority of the votes cast, if such majority represents more than half of the issued share capital, unless the proposal was made by the Joint Meeting in which case a simple majority is sufficient.

A second general meeting as referred to in Article 2:120, paragraph 3 Civil Code may not be convened.

16.2. The supervisory board shall also at all times be entitled to suspend (but not to dismiss) a managing director. Within three months after a suspension of a managing director has taken effect, a general meeting of shareholders shall be held, in which meeting a resolution must be adopted to either terminate or extend the suspension for a maximum period of another three months. If neither such resolution is adopted nor the general

meeting of shareholders has resolved to dismiss the managing director, the suspension shall terminate after the period of suspension has expired.

The managing director shall be given the opportunity to account for his actions at that meeting.

Representation.

Article 17.

17.1. The entire managing board as well as each managing director acting individually may represent the company and bind it vis-a-vis third parties.

17.2. The managing board may grant special and general powers of attorney to persons, whether or not such persons are employed by the company, authorizing them to represent the company and bind it vis-a-vis third parties. The scope and limits of such powers of attorney shall be determined by the managing board. The managing board may in addition grant to such persons such titles as it deems appropriate.

The powers of the managing board in this paragraph 2 shall be subject to the approval of the supervisory board to be specified in a resolution adopted pursuant to Article 19, paragraph 1.

17.3. The managing board shall have power to enter into and perform agreements and all "rechtshandelingen" (legal acts) contemplated thereby as specified in section 2:94.1, Civil Code in so far as such power is not expressly excluded or limited by any provision of these articles or by any resolution of the supervisory board.

Chairman of the managing board. Resolutions of the managing board.

Article 18.

18.1. The supervisory board shall appoint one of the managing directors as chairman of the managing board, who shall have the title of Chief Executive Officer.

18.2. Resolutions of the managing board shall be validly adopted, if adopted by simple majority of votes, at least one of whom so voting in favour of the proposal must be the chairman. Each managing director has the right to cast one vote. In case of absence a managing director may issue a proxy, however, only to another managing director.

18.3. The managing board may adopt resolutions without holding a meeting, provided such resolutions are adopted in writing or by legible and reproducible electronic communications and no managing director has objected to this method of adoption of a resolution.

18.4. A certificate signed by a managing director confirming that the managing board has adopted a particular resolution, shall constitute evidence of such resolution vis-a-vis third parties.

18.5. The management rules shall include provisions on the manner of convening board meetings and the internal procedure at such meetings. These meetings may be held by telephone conference communications, as well as by video communications, provided all participating managing directors can hear each other simultaneously.

Mandatory prior approval for management action.

Article 19.

19.1. Without prejudice to any other applicable provisions of these articles of association, the managing board shall require the prior approval of the supervisory board for any action

specified from time to time by a resolution to that effect adopted by the supervisory board, of which the managing board has been informed in writing.

19.2. Without prejudice to any other applicable provisions of these articles of association, the managing board shall require the approval of the general meeting of shareholders if required by law and the provisions of these articles of association.

Prevented from acting.

Article 20.

20.1. In case a managing director is "belet of ontstent" (prevented from acting), the remaining managing directors or managing director shall temporarily be responsible for the entire management. In case all managing directors are, or the only managing director is prevented from acting, one or more persons appointed by the supervisory board for this purpose from time to time shall be temporarily responsible for the management.

20.2. In case a supervisory director is "belet of ontstent" (prevented from acting), the remaining supervisory directors or supervisory director shall temporarily be responsible for the supervision, notwithstanding article 22, paragraph 2.

In case all supervisory directors are prevented from acting, the managing board shall designate one or more temporary supervisory directors who shall then take the necessary measures to make a definitive arrangement.

Supervisory board.

Article 21.

21.1. The supervisory board shall be responsible for supervising the policy pursued by the managing board and the general course of affairs of the company and the business enterprise which it operates. The supervisory board shall assist the managing board with advice relating to the general policy aspects connected with the activities of the company. In fulfilling their duties the supervisory directors shall serve the interests of the company and the business enterprise which it operates.

21.2. The managing board shall provide the supervisory board in good time with all relevant information as well as with all other information as the supervisory board may request, in connection with the exercise of its duties.

21.3. The general meeting shall determine the compensation of the members of the supervisory board, upon the (non-binding) recommendation by the compensation committee. Expenses incurred by the supervisory directors shall be reimbursed.

Number of supervisory directors. Appointment.

Article 22.

22.1. The supervisory board shall consist of such number of members as the Joint Meeting may from time to time determine, with a minimum of three members. Notwithstanding the provisions of paragraph 2 of this article the supervisory directors shall be appointed by the general meeting upon the Joint Meeting having made a binding nomination for each vacancy. Article 15, paragraph 2 applies equally. The supervisory directors appointed by the general meeting shall be appointed for the period commencing on the date following the annual general meeting which must be held by virtue of section 2:108.2, Civil Code up to and including the date of that meeting held in the following financial year.

22.2. If during a financial year a vacancy occurs in the supervisory board, the supervisory board may appoint a supervisory director who will cease to hold office at the next following annual general meeting as referred to in the previous paragraph. The supervisory board may in such manner appoint supervisory directors up to a maximum of one third (1/3) of the number of supervisory directors as determined in accordance with paragraph 1 of this article.

22.3. The supervisory board shall appoint one of its members as its chairman.

22.4. Whenever a supervisory director must be appointed by the general meeting the information referred to in section 2:142.3, Civil Code shall be made available to the shareholders for their prior inspection.

Organisation of the supervisory board.

Article 23.

23.1. With due observance of these articles of association, the supervisory board may adopt a "commissarissen reglement" (rules governing the internal organisation of the supervisory board, hereinafter the "supervision rules") and it may further establish such committees as it shall deem appropriate, provided that the powers and authority of such committees are set forth in the supervision rules.

23.2. The supervisory board may decide that one or more of its members shall have access to all premises of the company and that they shall be authorized to examine all books, correspondence and other records and to be fully informed of all actions which have taken place.

23.3. At the expense of the company, the supervisory board may obtain such advice from experts as the supervisory board deems desirable for the proper fulfillment of its duties.

23.4. If there is only one supervisory director in office, such supervisory director shall have all rights and obligations granted to and imposed on the supervisory board and the chairman of the supervisory board by law and by these articles of association.

Suspension or dismissal of supervisory directors.

Article 24.

24.1. The general meeting shall at all times be entitled to suspend or dismiss a supervisory director. Article 16, paragraph 1, second and third sentence applies equally.

24.2. Within three months after a suspension of a supervisory director has taken effect, a general meeting shall be held, in which meeting a resolution must be adopted to either terminate or extend the suspension for a maximum period of another three months. If neither such resolution is adopted nor the general meeting of shareholders has resolved to dismiss the supervisory director, the suspension shall terminate after the period of suspension has expired. The supervisory director shall be given the opportunity to account for his actions at that meeting.

Resolutions by the supervisory board.

Article 25.

25.1. Resolutions of the supervisory board shall be validly adopted, if adopted by simple majority of votes in a meeting at which the majority of the supervisory directors is present or represented. Each supervisory director has the right to cast one vote. In case of absence, a supervisory director may issue a proxy, however, only to another

supervisory director. The supervisory board may also adopt resolutions without holding a meeting, provided such resolutions are adopted in writing or by legible and reproducible electronic communications and no supervisory director has objected to this method of adoption of a resolution.

25.2. A certificate signed by a supervisory director confirming that the supervisory board has adopted a particular resolution, shall constitute evidence of such resolution vis-a-vis third parties.

25.3. The managing directors shall attend meetings of the supervisory board at the latter's request.

25.4. The supervisory board shall meet whenever two or more of its members or the managing board so requests. Meetings of the supervisory board shall be convened by the chairman of the supervisory board, either at the request of two or more supervisory directors or at the request of the managing board, or by the supervisory directors requesting the meeting to be held. If the chairman fails to convene a meeting so that it can be held within four weeks of the receipt of the request, the supervisory board members making the request are entitled to convene the meeting.

25.5. The supervisory rules shall include provisions on the manner of convening board meetings and the internal procedure at such meetings. These meetings may be held by telephone conference communications, as well as by video communications, provided all participating supervisory directors can hear each other simultaneously.

Joint Meeting. Resolutions of the Joint Meeting.

Article 26.

26.1. The Joint Meeting as referred to in these articles of association consists of the members of the supervisory board and the members of the managing board. The sole responsibility of the Joint Meeting shall be to make a binding nomination for each vacancy in the managing board and the supervisory board and the actions as referred to in article 16, paragraph 1 and article 22, paragraph 1.

26.2. The chairman of the supervisory board is the chairman of the Joint Meeting. The Joint Meeting shall appoint one of its members as secretary.

26.3. The Joint Meeting may only adopt resolutions if the majority of the members of the supervisory board and the majority of the members of the managing board are present or represented in such meeting. Resolutions of the Joint Meeting shall be validly adopted, if adopted by simple majority of votes. Each member of the Joint Meeting has the right to cast one vote. In case of absence a member of the Joint Meeting may issue a proxy, however, only to another member of the Joint Meeting.

26.4. The Joint Meeting may adopt its resolutions without holding a meeting, provided that such resolutions are adopted in writing or by legible and reproducible electronic communications and no member of the Joint Meeting has objected to this method of adoption of a resolution.

26.5. A certificate signed by the chairman of the Joint Meeting confirming that the Joint Meeting has adopted a particular resolution, shall constitute evidence of such resolution vis-a-vis third parties.

26.6. The Joint Meeting shall adopt Joint Meeting rules. The Joint Meeting rules shall include provisions on the manner of convening meetings and the internal procedure at such meetings. These meetings may be held by telephone conference communications, as well as by video communications, provided all participating members can hear each other simultaneously.

Indemnification.

Article 27.

27.1. The company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the company) by reason of the fact that he is or was a supervisory director, managing director, officer or agent of the company, or was serving at the request of the company as a supervisory director, managing director, officer or agent of another company, a partnership, joint venture, trust or other enterprise, against all expenses (including attorneys' fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful or out of his mandate. The termination of any action, suit or proceeding by a judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and not in a manner which he reasonably could believe to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

27.2. The company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding by or in the right of the company to procure a judgment in its favor, by reason of the fact that he is or was a supervisory director, managing director, officer or agent of the company, or is or was serving at the request of the company as a supervisory director, managing director, officer or agent of another company, a partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or proceeding if he acted in good faith and in a manner he reasonably could believe to be in or not opposed to the best interests of the company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or wilful misconduct in the performance of his duty to the company, unless and only to the extent that the court in which such action or proceeding was brought or any other court having appropriate jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification against such expenses which the court in which

such action or proceeding was brought or such other court having appropriate jurisdiction shall deem proper.

27.3. To the extent that a supervisory director, managing director, officer or agent of the company has been successful on the merits or otherwise in defense of any action, suit of proceeding, referred to in paragraphs 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorney's fees) actually and reasonable incurred by him in connection therewith.

27.4. Any indemnification by the company referred to in paragraphs 1 and 2 shall (unless ordered by a court) only be made upon a determination that indemnification of the supervisory director, managing director, officer or agent is proper in the circumstances because he had met the applicable standard of conduct set forth in paragraphs 1 and 2. Such determination shall be made:

(a) either by the supervisory board by a majority vote in a meeting consisting of supervisory directors who were not parties to such action, suit or proceeding; or

(b) if the majority referred to under (a) adopts a resolution to that effect, by independent legal counsel in a written opinion; or

27.5. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the company in advance of the final disposition of such action, suit or proceeding upon a resolution of the supervisory board with respect to the specific case upon receipt of an undertaking by or on behalf of the supervisory director, managing director, officer or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the company as authorized in this article.

27.6. The indemnification provided for by this article shall not be deemed exclusive of any other right to which a person seeking indemnification may be entitled under any by- laws, agreement, resolution of the general meeting of shareholders or of the disinterested supervisory directors or otherwise, both as to actions in his official capacity and as to actions in another capacity while holding such position, and shall continue as to a person who has ceased to be a supervisory director, managing director, officer or agent and shall also inure to the benefit of the heirs, executors and administrators of such a person.

27.7. The company shall have the power to purchase and maintain insurance on behalf of any person who is or was a supervisory director, managing director, officer or agent of the company, or is or was serving at the request of the company as a supervisory director, managing director, officer, employee or agent of another company, a partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity or arising out of his capacity as such, whether or not the company would have the power to indemnify him against such liability under the provisions of this article.

27.8. Whenever in this article reference is made to the company, this shall include, in addition to the resulting or surviving company also any constituent company (including any constituent company of a constituent company) absorbed in a consolidation or merger which, if its separate existence had continued, would have had the power to indemnify

its supervisory directors, managing directors, officers and agents, so that any person who is or was a supervisory director, managing director, officer or agent of such constituent company, or is or was serving at the request of such constituent company as a supervisory director, managing director, officer or agent of another company, a partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this article with respect to the resulting or surviving company as he would have with respect to such constituent company if its separate existence had continued.

General meeting of shareholders.

Annual general meeting of shareholders.

Article 28.

28.1. The annual general meeting shall be held within six months after the close of the financial year.

28.2. At this general meeting the following subjects shall be considered:

a. the written annual report prepared by the managing board on the course of business of the company and the conduct of its affairs during the past financial year, and the report of the supervisory board on the annual accounts;

b. the adoption of the annual accounts;

c. the filling of any vacancies in the managing board and the supervisory board;

d. the proposals placed on the agenda by the managing board or by the supervisory board, together with proposals made by shareholders in accordance with paragraph 2 of Article 31.

28.3. If the agenda of a general meeting includes the granting of discharge to the members of the managing board and the supervisory board with respect to the performance of their duties in the respective financial year, the item of discharge will be put on the agenda as a separate item for the managing board and the supervisory board, respectively.

Extraordinary general meetings.

Article 29.

29.1. Extraordinary general meetings shall be held as often as deemed necessary by the managing board and/or the supervisory board and shall be held if one or more shareholders and other persons entitled to attend such meetings jointly representing at least forty per cent (40%) of the issued share capital make a written request to that effect to the managing board or supervisory board, specifying in detail the business to be considered.

29.2. If the managing board or the supervisory board fail to comply with a request referred to in paragraph 1 of this article in such manner that the general meeting can be held within twelve weeks after the request, the persons who have made the request may convene the meeting themselves.

Place and notice of the general meetings.

Article 30.

30.1. General meetings shall be held at Amsterdam, Haarlemmermeer (SchipholAirport), Rotterdam, Arnhem, Maastricht, Venlo or The Hague. The notice convening the

meeting shall inform the shareholders and other persons entitled to attend the general meeting accordingly.

30.2. The notice convening a general meeting shall be given in such manner as shall be authorized by law including but not limited to an announcement published by electronic means.

30.3. The notice convening a general meeting shall be sent by either the managing board, the supervisory board or the persons who according to the law or these articles of association are entitled thereto.

Notice period. Agenda.

Article 31.

31.1. The notice convening a general meeting shall be given with due observance of the statutory notice period. The notice shall contain the agenda and other meeting materials as required by applicable law or these articles of association.

31.2. The agenda shall contain such subjects to be considered at the meeting as the person(s) convening the meeting or requesting the meeting pursuant to article 29, paragraph 1 shall decide.

Furthermore an item, which is requested in writing by one or more shareholders, who are entitled thereto pursuant to the law, shall be included in the agenda and announced in the same manner, provided such request is made in writing or by legible and reproducible electronic communications in the form of a reasoned request or a proposal for a resolution to the supervisory board and the managing board, and such request is received no later than on the sixtieth day prior to the day of the meeting.

The agenda shall further specify that resolutions regarding such subjects can only be validly adopted in accordance with article 43, paragraph 1. No valid resolutions can be adopted at a general meeting of shareholders in respect of subjects which are not mentioned in the agenda.

Chairman of general meetings. Minutes.

Article 32.

32.1. General meetings shall be presided by the chairman of the supervisory board. In case of absence of the chairman of the supervisory board the meeting shall be presided by any other person nominated by the supervisory board. The chairman of the meeting shall appoint the secretary of that meeting.

32.2. The secretary of the meeting shall keep the minutes of the business transacted at the meeting, which minutes shall in evidence of their adoption be signed by the chairman and the secretary.

32.3. The chairman of the supervisory board may request a "notaris" (civil law notary) to include the minutes of the meeting in a "notarieel proces-verbaal" (notarial report).

Attendance of general meetings.

Article 33.

33.1. All shareholders and other persons entitled to vote at general meetings are entitled to attend the general meetings, to address the general meeting and to vote, provided that he has notified the managing board in writing of his intention to be present at the meeting or to be represented not later than on the close of business on the third day

prior to the day of the meeting, unless the managing board determines to permit notification within a shorter period of time prior to any such meeting.

For the purpose of the provisions of this paragraph holders of a usufruct who have a voting right and holders of a pledge who have a voting right are put on a par with shareholders.

33.2. The managing board may decide that the business transacted at a shareholders' meeting can be monitored by electronic means of communication.

33.3. The managing board may decide that each person entitled to attend general meetings (and vote thereat) may, either in person or by written proxy, vote at that meeting and/or participate in that meeting by electronic means of communication, provided that such person can be identified through the electronic means of communication and that such person can directly monitor the business transacted at the general meeting concerned. The managing board may attach conditions to the use of the electronic means of communication, provided these conditions are reasonable and necessary for the identification of such person and for the reliability and safety of the communication. Those conditions shall be made public at the convocation of the general meeting and shall be posted on the company's website.

33.4. Persons entitled to attend the general meeting are those who at the record date have these rights and have been registered as such in a register designated by the managing board for that purpose, regardless of who would have been entitled to attend the general meeting if no record date would apply. The record date shall be on such date prior to the day of the general meeting as prescribed by law. The convocation notice for the meeting shall state the record date and the manner in which the persons entitled to attend the general meeting may register and exercise their rights.

33.5. The general meeting may adopt rules regarding, inter alia, the length of time for which shareholders may speak. In so far as such rules are not applicable, the chairman may determine the time for which shareholders may speak if he considers this desirable with a view to the orderly proceeding of the meeting.

33.6. The shareholders or their proxies must sign the attendance list, stating the number of the shares represented by them - insofar as applicable - the number of votes to be cast by them.

Proxies.

Article 34.

34.1. Shareholders and other persons entitled to attend a general meeting of shareholders may be represented by proxies duly authorised in writing, and such proxies shall be admitted upon production of such written instrument.

34.2. All matters regarding the admittance to the general meeting of shareholders, the exercise of voting rights and the result of votings, as well as any other matters regarding the proceedings at the general meeting of shareholders shall be decided upon by the chairman of that meeting, with due observance of the provisions of section 2:13, Civil Code.

Adoption of resolutions.

Article 35.

35.1. Unless otherwise stated in these articles, resolutions shall be validly adopted if adopted by a simple majority of votes cast. Blank and invalid votes shall not be counted. The chairman shall decide on the method of voting and on the possibility of voting by acclamation.

35.2. If the voting concerns the appointment of a person and more than one person has been nominated for appointment, then votes shall be taken until one of the nominees has obtained a simple majority of the votes cast, unless there is a tie vote concerning the appointment of persons, who have been named in a binding nomination, in which case the person first named in such nomination shall be deemed to have obtained most votes. The further votes may, at the chairman's discretion, be taken at a subsequent meeting.

35.3. Except as provided in paragraph 2, in case of an equality of the votes cast the supervisory board shall decide.

Voting right per share.

Article 36.

At the general meeting of shareholders each share shall confer the right to cast one vote, unless the law or the articles of association provides otherwise.

Class meetings.

Article 37.

37.1. A class meeting shall be held whenever a resolution by such meeting is required. Furthermore, such meeting shall be held if required by either the managing board or the supervisory board.

37.2. The articles 30 up to and including 36 shall be equally applicable to resolutions to be adopted by the meeting of holders of shares of a specific class, provided that the notice shall be sent not later than on the sixth day prior to the meeting, that the meeting itself appoints its chairman and that the meeting of holders of preference shares may also adopt all resolutions outside a meeting if so proposed by the supervisory board. A resolution outside a meeting is only valid if all holders of preference shares have cast their votes in writing by cable, by telex or by telecopier in favour of the proposal concerned.

Annual accounts. Report of the board of management.

Article 38.

38.1. The financial year of the company shall run from the first day of January up to and including the thirty-first day of December.

38.2. Each year the managing board shall cause annual accounts to be drawn up, consisting of a balance sheet as at the thirty-first day of December and a profit and loss account in respect of the preceding financial year, together with the explanatory notes thereto. The managing board shall furthermore prepare a report on the course of business of the company in the preceding year.

38.3. The managing board shall, within the provisions of the law, make available: the annual accounts, the annual report, the accountant(s) declaration and all other documents pursuant to the law.

38.4. The managing board shall draw up the annual accounts in accordance with applicable generally accepted accounting principles and all other applicable provisions of the law.

38.5. The supervisory board shall on behalf of the company, cause the annual accounts to be examined by one or more registered accountant(s) designated for the purposes by the general meeting of shareholders or other experts designated for the purpose in accordance with section 2:393, Civil Code. The auditor or the other expert designated shall report on his examination to the supervisory board and the managing board and shall issue a certificate containing the results thereof. The supervisory board shall ensure that the report on the annual accounts shall be available at the offices of the company for the shareholders.

38.6. Copies of the annual accounts, the annual report of the managing board, the report of the supervisory board, and the information to be added to each of such documents pursuant to the law shall be made available at the office of the company for inspection by the shareholders and the other persons entitled to attend meetings of shareholders, as from the date of the notice convening the general meeting of shareholders at which meeting they shall be discussed, until the close thereof.

Discharge of managing board and supervisory board.

Article 39.

If the agenda of a general meeting includes the granting of discharge to the members of the managing board and the supervisory board and if such discharge is granted, the members of the managing board and the supervisory board shall be fully discharged from liability in respect of the exercise of their duties during the financial year concerned, unless a proviso is made by the general meeting of shareholders, and without prejudice to the provisions of sections 2:138 and 2:149, Civil Code.

Profit and loss.

Article 40.

40.1. Out of the profit made in any financial year first of all, if possible, shall be distributed on the preference shares the percentage to be mentioned hereinafter of the amount (call) paid obligatory on those shares as at the commencement of the financial year for which the distribution is made.

The above-mentioned percentage shall be equal to the Average Main Refinancing Rates during the financial year for which the distribution is made. Average Main Refinancing Rate shall be understood to mean the average value on each individual day during the financial year for which the distribution is made of the Main Refinancing Rates prevailing on such day. Main Refinancing Rate shall be understood to mean the rate of the Main Refinancing Operation as determined and published from time to time by the European Central Bank.

If the amount paid obligatory on the preference shares has been decreased or, in pursuance of a resolution on a further call, has been increased in the financial year for which the above-mentioned distribution is made, the distribution shall be decreased, or,

if possible, increased by an amount equalling the above-mentioned percentage of the amount of the decrease, or increase, calculated as from the date of the decrease, or as from the point of time, at which the further call has become obligatory.

If preference shares have been issued in the course of any financial year, the dividend on the preference shares shall be decreased pro rata for such financial year until the date of issue, in which connection part of a month shall be counted as a full month.

If and to the extent that the profit is not sufficient to make the payment referred to in this paragraph in full, the deficit will be distributed against the reserves, with the exception of the reserve which was formed as share premium upon the issue of financing preference shares.

40.2. In the event of cancellation with repayment of preference shares a distribution will be made on the cancelled preference shares on the day of repayment, which distribution will be calculated as much as possible in accordance with the provisions of paragraph 1 and 3 of this article and pro rata temporis to be calculated on the period from the day on which a distribution as meant in paragraphs 1 and 3 was made for the last time - or if the preference shares have been issued following such day: from the day of issue - until the day of repayment, without prejudice to the provisions of article 2:105, paragraph 4 Civil Code.

40.3. If in any financial year the profit meant in paragraph 1 is not sufficient to make the distributions described above in this article and in addition no distribution or only a part distribution is made from the reserves, as meant in paragraph 1, such that the deficit is not fully distributed, the provisions above in this article and the provisions of paragraphs 4 and 7 shall not be applied until the deficit has been recovered.

40.4. Out of the profit remaining after application of the previous paragraphs such amounts shall be allocated to reserve as the supervisory board shall determine. Insofar as the profit is not allocated to reserve upon application of the preceding sentence:

a. if possible, a dividend shall be distributed on each financing preference share equalling a percentage calculated on the nominal amount, increased by the amount of share premium that was paid upon the first issue of financing preference shares and which percentage is related to the average effective yield on the prime interest rate on corporate loans in the United States of America as quoted in the Wall Street Journal, calculated and fixed in the manner as stated hereinafter.

b. The percentage of the dividend for the financing preference shares is calculated by taking the average effective yield of the above-mentioned loans, for the last twenty exchange days, prior to the day on which financing preference shares are issued for the first time or on which the dividend percentage is adjusted, possibly increased or decreased by a maximum of one per cent point, depending on the then prevailing market conditions, as the managing board shall resolve subject to the approval of the supervisory board.

c. For the first time on the first of January of the calendar year following on the day after three years have lapsed since the day on which financing preference shares

are issued for the first time and every time three years later, the dividend percentage of all financing preference shares concerned may be adjusted to the then average effective yield of the prime interest rate on corporate loans in the United States of America as quoted in the Wall Street Journal, calculated and fixed in the manner as stated in b.

40.5. If in any financial year the distributions meant above in paragraph 4 of this article have not been made, the provisions of paragraphs 4 second sentence and 7 of this article shall not be applied until the deficit has been recovered and after the provisions above in paragraphs 1 and 3 become applicable. The managing board shall be authorised subject to the approval of the supervisory board to decide to distribute an amount equal to the deficit meant in the previous sentence against the reserves, with the exception of the reserve which was formed as share premium upon the issue of financing preference shares.

40.6. If financing preference shares are issued in the course of any financial year, the dividend on the financing preference shares shall be decreased pro rata for such financial year until the first day of issue.

40.7. Insofar as the profit is not distributed or allocated to reserve upon application of the previous paragraphs of this article, it shall be at the free disposal of the general meeting, with the proviso that no further dividend will be distributed on the preference shares and the financing preference shares.

40.8. The managing board may with due observance of Article 2:105 Civil Code and with the approval of the supervisory board distribute an interim dividend, if and to the extent that the profit so permits. Interim dividends may be distributed on one class of shares only.

40.9. The general meeting may resolve on a proposal made by the supervisory board wholly or partly to distribute dividends or reserves, instead of cash, in the form of shares in the capital of the company.

40.10. In the event of cancellation with repayment of financing preference shares a distribution will be made on the cancelled financing preference shares on the day of repayment, which distribution will be calculated as much as possible in accordance with the provisions of paragraph 4 and 5 of this article that pro rata temporis to be calculated on the period from the day on which a distribution as meant in paragraphs 1 and 3 was made for the last time - or if the financing preference shares have been issued following such day: from the day of issue - until the day of repayment, without prejudice to the provisions of article 2:105.4 Civil Code.

40.11. A deficit as meant in article 2:104 Civil Code, may only be applied against the share premium formed upon the issue of financing preference shares, if all other reserves are depleted.

40.12. The company can only declare distributions in so far as its "eigen vermogen" (shareholders equity) exceeds the amount of the paid up and called portion of the share capital, plus the "wettelijke" (statutory) reserves.

Distributions charged to share premium reserves or other reserves.

Article 41.

Notwithstanding the provisions of article 40, paragraph 12, the supervisory board may cause the company to declare distributions out of a share premium reserve or out of any other reserve shown in the annual accounts, not being a "wettelijke" (statutory) reserve.

Distributions. Payments.

Article 42.

42.1. Distributions pursuant to article 40 or article 41 shall be payable as from a date to be determined by the supervisory board.

42.2. Distributions under article 40 or article 41 shall be made payable at an address or addresses in the Netherlands, to be determined by the supervisory board, as well as at least one address in each country where the shares of the company are listed on a stock exchange.

42.3. The supervisory board may determine the method of payment of cash distributions on shares.

42.4. The person entitled to a distribution shall be the person in whose name the share is registered at the date to be determined for that purpose by the supervisory board in respect of each distribution, which date should be between the date of determination of distributions and the date of payment.

42.5. Notice of distributions and of the dates and addresses referred to in the preceding paragraphs of this article shall in any event be published in the Netherlands, in a daily newspaper and further in such manner as the supervisory board may deem desirable.

42.6. Distributions in cash that have not been collected within five years and two days after they have become due and payable shall revert to the company.

42.7. In case of a distribution in the form of shares in the share capital of the company pursuant to article 40, paragraph 8, such shares shall be recorded in the share register.

42.8. The provisions of paragraph 5 shall apply equally in respect of distributions - including pre-emptive subscription rights in the event of a share issue - made otherwise than pursuant to article 40 or article 41, provided that in addition thereto in the "Staatscourant" (Dutch Official Gazette) shall be announced the issue of shares with a pre-emptive subscription right and the period within which such right can be exercised.

Such pre-emptive subscription right can be exercised during at least two weeks after the day of notice in the "Staatscourant" (Dutch Official Gazette).

Special resolutions of the general meeting.

Article 43.

43.1. Resolutions of the general meeting in a meeting that has not been convened by the managing board and/or the supervisory board or resolutions regarding subjects included on the agenda for the meeting at the request of shareholders pursuant to article 31, paragraph 2 shall only be valid if adopted with a majority of two thirds (2/3) of the votes cast representing more than half of the issued share capital, unless these articles require a greater majority or quorum, in which case the greater majority or quorum shall apply, and provided , however, that as set forth in paragraph 2 of this article certain resolutions shall only be valid if proposed by the supervisory board. A second general meeting as referred to in Article 2:120, paragraph 3, Civil Code may not be convened.

43.2. A resolution of the general meeting to:

a. amend the articles of association;

b. dissolve the company;

c. issue shares or to grant rights to subscribe for shares;

d. limit or exclude any pre-emptive rights to which shareholders shall be entitled,

shall only be valid if such resolution has been proposed to the general meeting by the supervisory board.

43.3. A resolution of the general meeting to:

a. a legal merger ("juridische fusie"), or

b. approve or authorize the managing board to sell all or substantially all of the assets of the company,

shall only be valid if such resolution:

(i) either has been proposed to the general meeting by the supervisory board and is adopted by a simple majority of the votes cast; or

(ii) such resolution is adopted by a majority representing at least two thirds (2/3) of the issued share capital.

A second general meeting as referred to in Article 2:120, paragraph 3 Civil Code may not be convened.

43.4. A resolution of the general meeting to amend the articles of association shall further only be valid if:

(i) the complete proposal has been made available for inspection by the shareholders and the other persons entitled to attend the general meeting of shareholders, at the office of the company as from the day of notice convening such meeting until the close of that meeting; and

(ii) a resolution to amend the articles of association by which the rights conferred on holders of shares of a specific class as such are changed has been approved by the relevant class meeting.

Dissolution. Liquidation.

Article 44.

44.1. If the company is dissolved, the liquidation shall be carried out by the person designated for that purpose by the general meeting of shareholders, under the supervision of the supervisory board.

44.2. The general meeting of shareholders shall upon the proposal of the supervisory board determine the remuneration payable to the liquidators and to the person responsible for supervising the liquidation.

44.3. The liquidation shall take place with due observance of the provisions of the law. During the liquidation period these articles of association shall, to the extent possible, remain in full force and effect.

44.4. After settling the liquidation, the liquidators shall render account in accordance with the provisions of the law.

44.5. After the company has ceased to exist, the books and records of the company shall remain in the custody of the person designated for that purpose by the liquidators during a seven-year period.

Distribution to shareholders upon dissolution.

Article 45.

After payment of all liabilities and the cost of liquidation, the balance of the assets of the Company shall be divided as follows:

a.in the first place, if possible, the holders of preference shares shall be paid the nominal amount paid on their preference shares, increased by the shortfall in the payment under article 40 and increased by an amount equal to the percentage on the nominal amount meant in article 40, calculated for the period, commencing on the first day of the last completely expired financial year preceding the dissolution and ending on the day of the distribution on preference shares meant in this article, with the proviso that all dividends which haven been paid on the preference shares for this period shall be deducted from the distribution pursuant to this section;

b.subsequently the holders of financing preference shares shall be paid the nominal amount paid on their financing preference shares, as well as the premium reserve paid on their shares upon issue of the same, increased by the shortfall in the payment under article 40 and increased by an amount equal to the percentage on the nominal amount meant in paragraph 4.a. of article 40 (as possibly adjusted on the basis of the provision of that article paragraph 4.c.) on the nominal amount after such amount has been increased by the premium reserve paid on their shares upon issue of the same, calculated for the period, commencing on the first day of the last completely expired financial year preceding the dissolution and ending on the day of the distribution on financing preference shares meant in this article, with the proviso that all dividends which haven been paid on the preference shares for this period shall be deducted from the distribution pursuant to this section;

c.the balance then remaining shall be distributed among the holders of ordinary shares in proportion to the number of ordinary shares held by each of them.

Unclaimed distributions upon dissolution.

Article 46.

Any amounts payable to shareholders or due to creditors which are not claimed within six (6) months after the last distribution was made payable, shall be deposited with the "consignatiekas" (Public Administrator of Unclaimed Debts).

Exhibit 2.11 Global Bond Representing Convertible Bonds due 2032 dated as of September 4, 2025 1

Exhibit 2.11

Global Bond

THIS GLOBAL BOND AND THE SHARES TO BE DELIVERED UPON THE CONVERSION OF

THE BONDS HAVE NOT AND WILL NOT BE REGISTERED UNDER THE UNITED STATES

SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). NEITHER THIS GLOBAL

BOND NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD WITHIN THE UNITED

STATES OF AMERICA OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES

ACT IS AVAILABLE. THE GLOBAL BOND MAY NOT BE CONVERTED INTO SHARES BY OR

ON BEHALF OF A PERSON LOCATED WITHIN THE UNITED STATES UNLESS REGISTERED

UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS

AVAILABLE.

ISIN: DE000A4EF8U1

Common Code: 317360312

German Securities Code (WKN): A4EF8U

QIAGEN N.V.

with corporate seat (statutaire zetel) in Venlo, The Netherlands

(the "Issuer")

GLOBAL BEARER BOND

representing

up to USD 750 million

(in words: up to seven hundred and fifty million US dollars)

Convertible Bonds due 2032

convertible into ordinary registered shares of QIAGEN N.V.,

divided into bearer bonds in the principal amount of USD 200,000 each

and ranking pari passu among themselves.

This global bearer bond (the "Global Bond") represents convertible bonds of the Issuer in the

aggregate principal amount of up to USD 750 million, divided into Bonds in the principal amount of

USD 200,000 each (the "Bonds"), and having the provisions specified, in the Terms and Conditions

as annexed hereto. Definitive notes representing the Bonds will not be issued. References in this

Global Bond to the "Terms and Conditions" shall be to the Terms and Conditions as annexed

hereto. Words and expressions defined or set out in the Terms and Conditions shall have the same

meaning when used in this Global Bond.

The Issuer, subject to and in accordance with the Terms and Conditions, agrees to pay to the bearer

of this Global Bond for on-payment to the Bondholders any sums payable in respect thereof under

the Terms and Conditions.

The Issuer, subject to and in accordance with the Terms and Conditions, undertakes to deliver to the

Bondholders upon conversion ordinary registered shares of the Issuer.

This Global Bond shall be deposited with Clearstream Banking AG, Frankfurt am Main

("Clearstream Frankfurt"), and is issued exclusively for the purpose of being held in safe custody

by or for the account of Clearstream Frankfurt.

Clearstream Frankfurt is authorised to reduce the principal amount of this Global Bond by the

aggregate of the principal amounts of the Bonds in relation to which the conversion has been

exercised or which have been redeemed and cancelled. The relevant number of Bonds which are

represented by this Global Bond will result from the relevant current electronic data documentation

of Clearstream Frankfurt.

This Global Bond is governed by, and shall be construed in accordance with, the laws of the Federal

Republic of Germany.

This Global Bond will only be valid if it bears the handwritten signatures of two duly authorised

representatives of the Issuer and the control signature of a person duly authorised by Deutsche

Bank Aktiengesellschaft.

Venlo, 4 September 2025

(Signatures follow on the next page)

QIAGEN N.V.

By:	By:
/s/ Melanie Prang	/s/ Axel Backheuer
(Authorised Signatory)	(Authorised Signatory)
Melanie Prang, VP Head of Global<br><br>Treasury & Insurances	Axel Backheuer, VP Head of Global<br><br>Accounting & Tax
	Authentication Signature
	(without liability, warranty or recourse):
	/s/ Deutsche Bank Aktiengesellschaft
	(Authorised Signatories)

__________________________________________________________________________________________________________________

[Signature Page of QIAGEN N.V. Global Bond]

NOT FOR DISTRIBUTION IN OR INTO THE U.S., AUSTRALIA, JAPAN, SOUTH AFRICA OR

ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE

PROHIBITED BY APPLICABLE LAW OR TO US PERSONS

Terms and Conditions of the Bonds

(the "Terms and Conditions")

§ 1Certain Definitions

In these Terms and Conditions, the following terms will have the following meanings:

(a)General Definitions.

"Agent(s)" has the meaning set out in § 13(a).

"Aggregate Conversion Principal Amount" means the aggregate principal amount

of Bonds delivered by a Bondholder for conversion with a single Conversion Notice as

determined by the Principal Conversion Agent in accordance with § 8(b)(iii).

"BGB" means the German Civil Code (Bürgerliches Gesetzbuch), as

amended. "Bond(s)" has the meaning set out in § 2(a).

"Bondholder" means the holder of a co-ownership interest or similar right in the Global

Bond.

"Business Day" means each day (other than a Saturday or Sunday) on which (a) the

Clearing System settles payments and (b) commercial banks and foreign exchange

markets in New York City and Frankfurt am Main are open for business.

"Calculation Agent" has the meaning set out in § 13(a).

"Calculation Period" means, in respect of any Conversion Date, the period

comprising the actual number of Trading Days falling in the Scheduled Calculation

Period in respect of such Conversion Date (such number of Trading Days, the

"Number of Trading Days" in respect of such Calculation Period).

"Capital Markets Indebtedness" means any present or future obligation for the

payment or repayment of borrowed monies (including obligations by reason of any

guarantee or other assumption of liability for any such obligation of a third-party) under

any bonds, notes or other securities with an original maturity of more than one year

which are or are capable of being quoted, listed, dealt in or traded on a stock

exchange, an over-the-counter-market or other recognized securities market.

"Clearing System" means Clearstream Banking AG, Frankfurt am Main

("Clearstream Frankfurt") or any successor in such capacity.

"Closing Price" on any Trading Day means:

(i)the official closing price of the Ordinary Share on the relevant Trading Day as

reported for the primary trading session on the Relevant Market; or

(ii)if no such official closing price of the Ordinary Share can be so determined, the

last reported official quotation of the Ordinary Share on the Relevant Market

during the primary trading session on the relevant Trading Day; or

(iii)if the Closing Price cannot be so determined, the Closing Price as determined

by an Independent Expert on the basis of such quotations or other information

as such Independent Expert considers appropriate; any such determination will

be conclusive.

Any reference in these Terms and Conditions to the Closing Price will include, if

the reporting of the Closing Price is discontinued, a reference to a quotation

which replaces the Closing Price (x) by operation of law or (y) on the basis of

generally accepted market practice,

in each case translated (if necessary) into US dollars at the Relevant FX Rate

on such Trading Day.

"Custodian" means any bank or other financial institution with which the Bondholder

maintains a securities account in respect of any Bonds and having an account

maintained with the Clearing System and includes Clearstream Frankfurt.

"Delisting Event" has the meaning set out in § 5(e)(iii).

"Delisting Event Period" has the meaning set out in §

5(e)(iii). "Event of Default" has the meaning set out in §

12(a).

"Financial Year" means the financial year as set out in the articles of association of the

Issuer. "Global Bond" has the meaning set out in § 2(b).

"Independent Expert" means an independent bank of international standing or an

independent financial adviser with relevant expertise appointed by the Issuer at its own

expense, which may be the Calculation Agent.

"Issuer" means QIAGEN N.V., a company existing under the laws of the Netherlands,

with Dutch Trade Register number 12036979.

"Material Subsidiary" means a Subsidiary of the Issuer that, on a non-consolidated

basis, has combined third-party revenues (from non-affiliated parties) prepared in

accordance with accounting principles generally accepted in the United States, in

excess of 5 per cent. of the consolidated revenues of the Issuer for the most recently

completed fiscal year.

"Maturity Date" means 4 September 2032.

"OrdinaryShare"meanstheordinaryregisteredshareoftheIssuer,with

ISIN NL0015002CX3 as at the date of issue of the Bonds.

"Principal Amount" has the meaning set out in § 2(a).

"Principal Conversion Agent" has the meaning set out in § 13(a).

"Principal Paying Agent" has the meaning set out in § 13(a).

"Redemption Date" means the date fixed for redemption of the Bonds in the Issuer's

notice in accordance with and subject to § 5(b) or § 5(c), which must be a Business

Day.

"Relevant FX Rate" means on any day, and, in respect of the conversion of any

currency into US dollars the spot mid-rate of exchange at 9:00 a.m. New York City time

on that day for such pair of currencies as appearing on Bloomberg page BFIX (or any

successor page thereto).

If the Relevant FX Rate cannot be determined in accordance with the foregoing

provisions, the Relevant FX Rate shall be the exchange rate determined in

accordance with the foregoing provisions mutatis mutandis but with respect to the last

day preceding such day on which such rate can be determined. If the Relevant FX Rate

cannot be so determined, an Independent Expert will determine the Relevant FX Rate

on the basis of such quotations or other information as such Independent Expert

considers appropriate; any such determination will be conclusive.

"Relevant Market" means:

(i)in the case of the Ordinary Share, the New York Stock Exchange, or if at the relevant

time the Ordinary Share is no longer traded on the New York Stock Exchange, such

other stock exchange or securities market on which the Ordinary Share is mainly

traded at the relevant time; and

(ii)in the case of any other securities, rights or other assets, such stock exchange or

securities market on which such other securities, rights or other assets are mainly

traded at the relevant time.

"Scheduled Calculation Period" means, in respect of any Conversion Date, the

period of 25 consecutive Scheduled Trading Days from and including the second

Scheduled Trading Day immediately following such Conversion Date.

"Scheduled Trading Day" means each day (other than a Saturday or a Sunday) on

which the Relevant Market for the Ordinary Shares is scheduled to be open for

business as set out in the trading calendar first published by such Relevant Market in

respect of the relevant calendar year, regardless of whether (i) the Relevant Market is

actually open for business on such day or (ii) such day is a Trading Day for the

Ordinary Share.

"Share Price" on any Trading Day means:

(i)the volume-weighted average price (where the Relevant Market is the New York Stock

Exchange, the Nasdaq Global Select or the Nasdaq Global Market (or any of their

respective successors), in composite transactions) of the Ordinary Share on the

Relevant Market on the relevant Trading Day as appearing on Bloomberg screen page

HP in respect of the Ordinary Share (setting "PR094 VWAP (Vol Weighted Average

Price)") on the Bloomberg information system (or any successor screen page or

setting) (such Bloomberg page being, as at the date of issue of the Bonds, QGEN US

Equity HP); or

(ii)if no volume-weighted average price of the Ordinary Share is available from the

Bloomberg information system as described in clause (i) above, the volume-weighted

average price (where the Relevant Market is the New York Stock Exchange, the

Nasdaq Global Select or the Nasdaq Global Market (or any of their respective

successors), in composite transactions) of the Ordinary Share during the primary

trading session on the Relevant Market on the relevant Trading Day as derived from

such Relevant Market (or other appropriate source as determined by an Independent

Expert); or

(iii)if no volume-weighted average price of the Ordinary Share can be so determined, the

official closing price of the Ordinary Share on the relevant Trading Day as reported for

the primary trading session on the Relevant Market; or

(iv)if no such official closing price of the Ordinary Share can be so determined, the last

reported official quotation of the Ordinary Share on the Relevant Market during the

primary trading session on the relevant Trading Day; or

(v)if the Share Price cannot be determined in accordance with clauses (i) to (iv) above,

the Share Price as determined by an Independent Expert on the basis of such

quotations or other information as such Independent Expert considers appropriate;

any such determination will be conclusive. Any reference in these Terms and

Conditions to the Share Price will include, if the reporting of the Share Price is

discontinued, a reference to a quotation which replaces the Share Price (x) by

operation of law or (y) on the basis of generally accepted market practice,

in each case translated (if necessary) into US dollars at the Relevant FX Rate on such

Trading Day as determined by the Calculation Agent.

"Shareholders" means the holders of the Issuer's Ordinary Shares.

"Subsidiary" means (a) with respect to any Person, any corporation, association,

partnership or other business entity of which more than 50 per cent. of the total voting

power of shares of capital stock or other interests (including partnership interests) are

entitled (without regard to the occurrence of any contingency) to vote in the election of

directors, managers, general partners or trustees thereof and is at the time owned or

controlled, directly or indirectly, by

(i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii)

one or more Subsidiaries of such Person or (b) a subsidiary within the meaning of

Article 2:24a of the Dutch Civil Code.

"Trading Day" means,

(i)(other than for purposes of the determination of any Security Price pursuant to clause (ii)

below), each day on which the Relevant Market for the Ordinary Shares is open for

business and the Share Price can be determined in accordance with clauses (i) to (iv)

of the definition of such term, or (if at the relevant time of determination there is no

Relevant Market for the Ordinary Shares) a Business Day; or

(ii)for purposes of the determination of any Security Price, each day on which the Relevant

Market for any other securities, rights or other assets is open for business and

Security Prices can be determined in accordance with clauses (i) to (iii) of the

definition of such term.

"United States" means the United States of America (including the States thereof and

the District of Columbia) and its possessions (including Puerto Rico, the U.S. Virgin

Islands, Guam, American Samoa, Wake Island and Northern Mariana Islands).

"WpÜG" means the German Securities Acquisition and Take-Over Act

(Wertpapiererwerbs-und Übernahmegesetz), as amended.

(b)Definitions relating to conversion.

"CoCo Conversion Period" means, in respect of each Bond, any of the following periods:

(i)if the Bonds are called by the Issuer for redemption in accordance with § 5(b) or §

5(c), the period from and including the date on which the call notice pursuant to § 5(b)

or § 5(c) is published to and including the 45th Business Day prior to the Redemption

Date;

(ii)if any Event of Default in accordance with § 12(a) occurs, the period from and

including the date on which the Event of Default occurs to but excluding the earlier of

(x) the date the Bondholder has declared the termination of the relevant Bond in

accordance with § 12(c) and

(y) the date on which such Event of Default shall have been cured or waived;

(iii)if an Acquisition of Control occurs, the period from and including the date on which the

Issuer gives notice in accordance with § 11(a)(i) of an Acquisition of Control to 4:00

p.m. (Frankfurt time) on the Control Record Date at the latest;

(iv)if a Take-over Bid is published, the period from and including the date of the notice of

the Take-over Bid in accordance with § 11(b)(i) to 4:00 p.m. (Frankfurt time) on the last

day of the Conditional Conversion Notice Period at the latest;

(v)if the Issuer announces a distribution, allotment or grant to its Shareholders of any

securities, rights or other assets (including cash amounts), and if the Fair Market Value

on the CoCo Reference Date of such securities, rights or other assets distributed,

allotted or granted per Share, as determined by the Calculation Agent, is greater than

25 per cent. of the arithmetic average of the Share Prices on each Trading Day during

the period of 20 consecutive Trading Days ending on and including the last Trading

Day prior to the CoCo Reference Date (or the Adjusted FMV Date, if applicable), the

period:

(A)from and including the Business Day immediately following the later of the

following days:

(I)the CoCo Reference Date; and

(II)the date on which the Fair Market Value can be determined,

(B)to and including the last Business Day before the later of the following days:

(I)the Ex-Date of such distribution, allotment or grant; and

(II)the 10th Business Day following the date determined to be applicable

pursuant to clause (A);

(vi)if at any time the Share Price on each of not less than 20 consecutive Trading Days

during an observation period of 30 consecutive Trading Days ending on (and including)

the Trading Day immediately preceding the final Trading Day of the immediately

preceding Quarter exceeds 150 per cent. of the applicable Conversion Price on each

such Trading Day (as verified by the Calculation Agent no later than on the second

Business Day following the relevant Conversion Date), the period from and including

the first Business Day of the immediately following Quarter to and including the last

Business Day of such Quarter;

(vii)if a Delisting Event occurs, the Delisting Event Period; or

(viii)if a Parity Event or an IA Parity Event has (or is deemed to have) occurred, the period

of 10 Business Days commencing on and including the first Business Day following the

relevant Notification Date.

Neither the Issuer nor the Calculation Agent shall be under any duty to monitor the

occurrence of a CoCo Conversion Period. In addition, neither the Issuer nor the

Calculation Agent shall be under any duty to notify (other than where specifically

provided otherwise in § 8(e) below) Bondholders of the occurrence of a CoCo

Conversion Period.

Whether a Parity Event or an IA Parity Event has (or is deemed to have) occurred will

be determined in accordance with § 8(e).

"CoCo Reference Date" means the date on which the Issuer for the first time publicly

announces the terms of the distribution, allotment or grant to its Shareholders of any

securities, rights or other assets.

"Conversion Date" has the meaning set out in §

8(b)(iv). "Conversion Notice" has the meaning set

out in § 8(b)(i). "Conversion Period" means:

(i)any CoCo Conversion Period (or portion thereof) comprised in the period from and

including 15 October 2025 to but excluding 4 March 2032; and

(ii)the period from and including 4 March 2032 to and including the earlier of the following

times and days:

(x)4:00 p.m. (Frankfurt time) on the 45th Business Day prior to the Maturity Date; or

(y)if the Bonds are redeemed by the Issuer in accordance with § 5(b) or § 5(c), 4:00

p.m. (Frankfurt time) on the 45th Business Day prior to the Redemption Date.

"Conversion Price" means initially US$ 64.6338, which is subject to adjustment from

time to time in accordance with these Terms and Conditions.

"Conversion Ratio" per Bond on any day is equal to the Principal Amount divided

by the Conversion Price in effect on such day.

"Conversion Right" has the meaning set out in §

8(a)(i). "IA Parity Event" has the meaning set out in §

8(e). "Investor Notice Date" has the meaning set out

in § 8(e). "Notification Date" has the meaning set out

in § 8(e). "Parity Event" has the meaning set out in §

8(e).

"Person" means any individual, corporation, partnership, joint venture, association,

joint-stock company, trust, unincorporated organization, government or any agency,

instrumentality or political subdivision thereof, or any other entity.

"Quarter" means the three calendar months ended 31 March, 30 June, 30 September

and 31 December in each year, commencing with the three months ending 31

December 2025.

"Scheduled Settlement Date" means:

(x)where the relevant Conversion Date is pursuant to clause (C) of the definition of that term,

the

fifth Business Day following the occurrence of the Acceptance Event;

(y)otherwise, the 15th Business Day following the end of the relevant Scheduled Calculation

Period.

"Settlement Date" means, in respect of any exercise of Conversion Rights, the date

on which the Issuer delivers the relevant Settlement Shares in accordance with these

Terms and Conditions (or, where no such Settlement Shares are to be delivered in

respect of such exercise of Conversion Rights, (i) the Business Day immediately

following the last day of the relevant Scheduled Calculation Period or (ii) where the

relevant Conversion Date is pursuant to clause

Conversion Date).

"Settlement Shares" has the meaning set out in § 9(a).

(c)Definitions relating to Adjustment of the Conversion Price.

"Adjusted FMV Date" has the meaning set out in § 10(m).

“Adjustment Date” has the meaning set out in § 10(j).

"Ex-Date" has the meaning set out in § 10(m).

"Fair Market Value" has the meaning set out in § 10(m).

"FMV Date" has the meaning set out in § 10(m).

"Number of Trading Days" has the meaning set out in the definition of "Calculation Period".

"Record Date" has the meaning set out in § 10(m).

"Security Price" has the meaning set out in § 10(m).

(d)Definitions relating to Adjustment of Control, Take-over Bid.

"Adjusted Event" has the meaning set out in § 11(e).

"Acquisition of Control" has the meaning set out in § 11(e).

"Conditional Conversion Notice Period" has the meaning set out in § 11(e).

"Conditional Conversion Notice" has the meaning set out in § 11(b)(ii)(A).

"Control Record Date" has the meaning set out in § 11(e).

"Control" has the meaning set out in § 11(e).

"Take-over Bid" has the meaning set out in §

11(e).

§ 2Form and Denomination

(a)The issue by the Issuer of convertible bonds in the aggregate principal amount of

US$ 750,000,000

(in words: US dollars seven hundred and fifty million)

is divided into bonds in bearer form with a principal amount of US$ 200,000 (the

"Principal Amount") each, which rank pari passu among themselves (the "Bonds"

and each a "Bond").

(b)The Bonds are represented by a global bond (the "Global Bond") without interest coupons.

The Global Bond will be signed manually by two authorized signatories of the Issuer and will

be authenticated by or on behalf of the Principal Paying Agent.

Definitive bond certificates and interest coupons will not be issued. The Bondholders

will have no right to request physical delivery of the Global Bond or to require the issue

of definitive bond certificates or interest coupons.

The Global Bond will be deposited with Clearstream Frankfurt, will be held by

Clearstream Frankfurt and may not be transferred by Clearstream Frankfurt until the

Issuer has satisfied and discharged all its obligations under the Bonds. The Issuer

grants Clearstream Frankfurt a permanent, irrevocable and absolute possession right

in the Global Bond. Copies of the Global Bond are available for each Bondholder at

the Principal Paying Agent, where no such copy is itself an enforceable bearer

instrument.

(c)The Bondholders will receive proportional co-ownership interests or rights in the Global

Bond, which are transferable in accordance with applicable law and the rules and regulations

of the Clearing System.

§ 3 Status of the Bonds; Negative Pledge

(a)Status of the Bonds.

The Bonds constitute unsubordinated and unsecured obligations of the Issuer ranking

pari passu among themselves and, in the event of the dissolution, liquidation or

insolvency of the Issuer or any proceeding to avoid insolvency of the Issuer, pari passu

with all other present and future unsubordinated and unsecured obligations of the

Issuer, save for such obligations which may be preferred by applicable law.

(b)Negative Pledge of the Issuer.

So long as any amounts remain outstanding under the Bonds, but only up to the time all

amounts payable to Bondholders under the Bonds in accordance with these Terms

and Conditions have been placed at the disposal of the Clearing System, the Issuer

undertakes and will procure (to the extent legally possible and permissible) that none

of the Issuer and any Material Subsidiary will create or permit to subsist any mortgage,

pledge, lien, charge or security interest in rem (each a "Security Interest") upon, or

with respect to, any present or future assets or revenues of the Issuer or any Material

Subsidiary, for the purpose of securing any (i) Capital Markets Indebtedness or (ii)

guarantee of any Capital Markets Indebtedness, unless in such case the Issuer or any

Material Subsidiary, as the case may be, shall simultaneously with, or prior to, the

creation of such Security Interest, take any and all action necessary to procure that all

amounts payable by it in respect of the Bonds are secured equally and ratably with the

Capital Markets Indebtedness or the guarantee for any Capital Markets Indebtedness

secured by such Security Interest or benefit from an equivalent other Security Interest

which will be approved by an Independent Expert as being equivalent security. The

undertaking pursuant to sentence 1 of this

§ 3(b) will not apply to a Security Interest which (i) is mandatory according to

applicable laws or (ii) is required as a prerequisite for governmental approvals.

Any Security Interest which is to be provided in accordance with this § 3(b) may also

be provided to a person acting as trustee for the Bondholders.

§ 4 Interest

(a)The Bonds will bear interest on their Principal Amount at a rate of 2.0 per cent. per annum

from and including 4 September 2025 (the "Interest Commencement Date"). Interest for

each Interest Period is payable semi-annually in arrear on each Interest Payment Date.

(b)Each Bond will cease to bear interest as follows:

(i)If a Bondholder exercises the Conversion Right in respect of any Bond, interest will

cease to accrue on the Bond so converted from the end of the day immediately

preceding the Interest Payment Date immediately preceding the relevant Conversion

Date, provided that the Bond so converted will not pay any interest if the relevant

Conversion Date falls before the first Interest Payment Date.

(ii)If a Bond is redeemed, interest will cease to accrue on the Bond from the end of the

day immediately preceding the date on which the Bond becomes due for redemption.

(c)If the Issuer fails to redeem the Bonds when due, interest will continue to accrue on the

Principal Amount beyond the end of the day immediately preceding the due date for

redemption until the end of the day immediately preceding the actual date of redemption of

the Bonds. In this case the applicable rate of interest will be determined in accordance with

this § 4. The assertion of further damages incurred by the Bondholder as a result of the

default remains unaffected.

(d)Interest in respect of any period of time will be calculated on the basis of the Day Count Fraction.

(e)In these Terms and Conditions:

"Day Count Fraction" means, in respect of the calculation of an amount of interest on

the Bonds for any period of time (the "Interest Calculation Period"), the number of

days in the Interest Calculation Period divided by 360, calculated in accordance with the

following formula:

DCF =	[360 x (Y2—Y1)] + [30 x (M2—M1)] + (D2—D1)
	360

Where:

"DCF" means Day Count Fraction;

"Y1" is the year, expressed as a number, in which the first day of the Interest

Calculation Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following

the last day included in the Interest Calculation Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the

Interest Calculation Period falls;

"M2" is the calendar month, expressed as a number, in which the day

immediately following the last day included in the Interest Calculation Period

falls;

"D1" is the first calendar day, expressed as a number, of the Interest Calculation

Period, unless such number would be 31, in which case D1 will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last

day included in the Interest Calculation Period, unless such number would be

31 and D1 is greater than 29, in which case D2 will be 30.

"Interest Payment Date" means 4 March and 4 September in each year, commencing

on 4 March 2026.

"Interest Period" means the period from and including the Interest Commencement

Date to but excluding the first Interest Payment Date and thereafter each period from

and including an Interest Payment Date to but excluding the next following Interest

Payment Date.

§ 5 Maturity, Redemption and Purchase

(a)To the extent the Bonds have not previously been redeemed, converted, or repurchased and

cancelled they will be redeemed at their Principal Amount on the Maturity Date.

(b)The Issuer may, by giving not less than 55 and no more than 70 Business Days' prior notice

to the Bondholders in accordance with § 14, redeem all, but not some only, of the

outstanding Bonds with effect on the Redemption Date (which shall be no earlier than 25

September 2030 and no later than on the last day of the Conversion Period in accordance

with clause (ii)(x) of the definition of the term "Conversion Period"). However, such notice

may only be given if the Share Price on not less than 20 Trading Days during an

observation period of 30 consecutive Trading Days is equal to or exceeds 150 per cent. of

the Conversion Price in effect on each such Trading Day. In the case such notice is given,

the Issuer will redeem the Bonds at their Principal Amount plus any accrued interest on the

Redemption Date.

The Issuer must publish the notice of early redemption no later than on the fifth

Business Day after the last day of the relevant 30 consecutive Trading Days'

observation period.

The notice of early redemption is irrevocable and must specify (i) the Redemption Date,

(ii) the last day on which Conversion Rights may be exercised by Bondholders in

accordance with

§ 8(a) in connection with clause (ii)(y) of the definition of the term "Conversion Period" and

(c)the facts which establish the right of the Issuer to redeem the Bonds.

(c)The Issuer may, by giving not less than 55 and no more than 70 Business Days' prior notice

to the Bondholders in accordance with § 14, redeem all, but not some only, of the

outstanding Bonds with effect on the Redemption Date (which shall fall no later than on the

last day of the Conversion Period in accordance with clause (ii)(x) of the definition of the term

"Conversion Period") if at any time the aggregate principal amount of the Bonds outstanding

and held by persons other than the Issuer and its

Subsidiaries has fallen to 20 per cent. or less of the aggregate principal amount of the Bonds

originally issued (including any Bonds additionally issued in accordance with § 15). In the

event such notice is given, the Issuer will redeem the Bonds at their Principal Amount plus

any accrued interest on the Redemption Date.

The notice of early redemption is irrevocable and must specify (i) the Redemption Date,

(ii) the last day on which Conversion Rights may be exercised by Bondholders in

accordance with

§ 8(a) in connection with clause (ii)(y) of the definition of the term "Conversion Period" and

(iii) the facts which establish the right of the Issuer to redeem the Bonds.

(d)Any Bondholder may, at its option, by submitting a redemption notice in accordance with this

§ 5(d) demand from the Issuer redemption of any or all of its Bonds for which the Conversion

Right was not exercised, and which were not declared due for early redemption by the

Issuer in accordance with

§ 5(b) or § 5(c), at their Principal Amount plus any accrued interest on the Put

Effective Date. "Put Effective Date" means 4 September 2030.

Any redemption notice will be made by means of a notice in text form to be delivered

by the Bondholder through the Custodian to the Principal Paying Agent. Redemption

notices will be irrevocable. The Principal Paying Agent must be in receipt of the

redemption notice by no less than 30 calendar days prior to the Put Effective Date.

The exercise of the put right in accordance with this § 5(d) further requires that the

Bonds to be redeemed will be delivered to the Principal Paying Agent by transferring

the Bonds to the Clearstream Frankfurt account of the Principal Paying Agent (book-

entry transfer).

(e)Delisting Event.

(i)If a Delisting Event occurs, the Issuer will, as soon as practicable after becoming aware

thereof, give notice in accordance with § 14 of the Delisting Event (a "Delisting Event

Notice"). The Delisting Event Notice shall contain a statement informing Bondholders

of their entitlement to exercise their Conversion Rights as provided in these Terms and

Conditions and their entitlement to exercise their rights to require redemption of their

Bonds pursuant to § 5(e)(ii).

The Delisting Event Notice must specify:

(A)all information concerning the Delisting Event;

(B)the Conversion Price immediately prior to the occurrence of the Delisting Event;

(C)the Share Price on the most recent Trading Day prior to the publication of the

Delisting Event Notice;

(D)the Delisting Event Period; and

(E)the Delisting Put Effective Date.

(ii)If a Delisting Event occurs, any Bondholder may, at its option, by submitting a

redemption notice in accordance with this § 5(e)(ii) demand from the Issuer

redemption of any or all of its Bonds for which the Conversion Right was not exercised

and which were not declared due for early redemption by the Issuer in accordance

with § 5(b) or § 5(c), at their Principal Amount plus any accrued interest on the

Delisting Put Effective Date.

Any redemption notice will be made by means of a notice in text form to be

delivered by the Bondholder through the Custodian to the Principal Paying

Agent. Redemption notices will be irrevocable. The Principal Paying Agent

must be in receipt of the

redemption notice by no less than 10 calendar days prior to the Delisting Put

Effective Date.

The exercise of the put right in accordance with this § 5(e) further requires that the

Bonds to be redeemed will be delivered to the Principal Paying Agent by

transferring the Bonds to the Clearstream Frankfurt account of the Principal

Paying Agent (book-entry transfer).

(iii)Definitions

A "Delisting Event" shall occur if:

(A)the Ordinary Shares at any time are not admitted to listing and trading on a

Relevant Market which is the New York Stock Exchange, the Nasdaq Global

Select Market or the Nasdaq Global Market (or any of their respective

successors) or an internationally recognized, regularly operating and regulated

stock exchange; or

(B)if any announcement is made by the Issuer or by the Relevant Market for the

Ordinary Shares that the Ordinary Shares will cease to be admitted to trading

and listing on such Relevant Market, unless in any such case the Ordinary

Shares are already, or such announcement confirms that the Ordinary Shares

are to be immediately upon such cessation, admitted to trading and/or listing on

an internationally recognized, regularly operating and regulated stock exchange

which is expected to be Relevant Market for the Ordinary Shares upon such

cessation.

"Delisting Event Period" means the period from and including the date on

which the Delisting Event occurred to and including the 60th calendar day

following the date on which the Delisting Event occurred (or the following

Business Day if such day is not a Business Day).

"Delisting Put Effective Date" means the 10th Business Day after the expiry of

the Delisting Event Period.

(f)The Issuer and any of its affiliates may at any time purchase Bonds in the open market or

otherwise.

Any Bonds purchased by the Issuer or any of its affiliates may be cancelled or held

and resold.

§ 6 Payments

(a)All payments on the Bonds will be made to the Principal Paying Agent for transfer to the

Clearing System or to its order for credit to the accounts of the relevant account holders of

the Clearing System outside the United States. Payments on the Bonds made to the

Clearing System or to its order will discharge the liability of the Issuer under the Bonds to the

extent of the sums so paid.

(b)All payments of amounts due in respect of the Bonds shall be made in US dollars and will be

subject to (i) applicable fiscal and other laws and regulations, and (ii) any withholding or

deduction required pursuant to an agreement described in Section 1471(b) of the US Internal

Revenue Code of 1986 (the "Code") or otherwise imposed pursuant to Sections 1471

through 1474 of the Code, any regulations or agreements thereunder, any official

interpretations thereof, or any law implementing an intergovernmental approach thereto.

(c)If the due date for payment of any amount in respect of the Bonds is not a Business Day,

then the Bondholder will not be entitled to payment until the next day which is a Business Day.

In such case the Bondholders will not be entitled to any further interest or to any other

compensation on account of such delay.

§ 7Taxes

All payments in respect of the Bonds will be made without withholding or deduction of taxes or

other duties, unless such withholding or deduction is required by law.

The Issuer will not be obliged to pay any additional amounts of principal and/or

interest as

a result of such withholding or deduction.

§ 8Conversion

(a)Conversion Right.

(i)The Issuer grants to each Bondholder the right (the "Conversion Right") to convert

each Bond in whole, but not in part, at the Conversion Price in accordance with this §

8 on any Business Day during each Conversion Period.

(ii)The Conversion Right in accordance with § 8(a), or in accordance with § 8(a) in

conjunction

§ 11(a)(ii), if applicable, may not be exercised by a Bondholder if such Bondholder has

terminated its Bonds in accordance with § 5(d), § 5(e), § 11(a)(iii) or § 12 or has

submitted a Conditional Conversion Notice in accordance with § 11(b)(ii)(A).

(b)Exercise of Conversion Right.

(i)To exercise the Conversion Right, the Bondholder must deliver at its own expense

during the Conversion Period to the Principal Conversion Agent via its Custodian and

the Clearing System a duly completed and executed exercise notice (the "Conversion

Notice") (which may be by email) using the then valid form (from time to time current)

obtainable from the Principal Conversion Agent which must be received by the

Principal Conversion Agent by 4:00 p.m. (Frankfurt time) on a Business Day. Any

Conversion Notice received by the Principal Conversion Agent after 4:00 p.m.

(Frankfurt time) on any Business Day, or on any day which is not a Business Day, shall

be deemed to have been received by the Principal Conversion Agent on the

immediately following Business Day; provided that if such following Business Day falls

after the end of the Conversion Period, the relevant exercise of the Conversion Right

shall be null and void. The Conversion Notice is irrevocable and will, among other

things:

(A)state the name, date of birth and address (natural persons) or name, domicile

and address (legal persons) as well as the fax number and email address of the

exercising Bondholder;

(B)specify the aggregate principal amount of Bonds with respect to which the

Conversion Right will be exercised;

(C)designate the securities account of the Bondholder or its nominee at a

participant in, or account holder of, the Clearing System to which the Settlement

Shares are to be delivered;

(D)give directions to the Principal Conversion Agent for the payment of any cash

amount which the Bondholder is entitled to receive in accordance with these

Terms and Conditions and which are to be paid by way of transfer to a US dollar

denominated cash account; and

(E)if such Conversion Notice is a Conditional Conversion Notice, designate the

securities account of the Bondholder or its nominee at a participant in, or

account holder of, the Clearing System to which the Bonds delivered for

conversion are to be redelivered if no Acceptance Event occurs, or if the

requirements specified in § 8(b)(i) and (ii) for the

valid exercise of the Conversion Right are not fulfilled and any Bonds are

required to be redelivered in accordance with the ultimate paragraph of §

8(b)(iii).

(ii)The exercise of the Conversion Right further requires that the Bonds to be converted

will be delivered to the Principal Conversion Agent by transferring the Bonds to the

account of the Principal Conversion Agent (book-entry transfer or assignment). The

transfer of any such Bond as aforesaid is irrevocable. Any Bond transferred to the

Principal Conversion Agent after 4:00

p.m. (Frankfurt time) on any Business Day, or on any day which is not a Business Day,

shall be deemed to have been so transferred to the Principal Conversion Agent on the

immediately following Business Day; provided that if such following Business Day falls

after the end of the Conversion Period, the relevant exercise of the Conversion Right

shall be null and void.

(iii)Upon fulfillment of all requirements specified in § 8(b)(i) and (ii) for the exercise of the

Conversion Right, the Principal Conversion Agent will verify whether the aggregate

principal amount of Bonds delivered to the Principal Conversion Agent exceeds or falls

short of the aggregate principal amount of Bonds specified in the Conversion Notice.

The Principal Conversion Agent will determine the Aggregate Conversion Principal

Amount. If the aggregate principal amount of Bonds specified in the Conversion Notice

exceeds or falls short of the aggregate principal amount of Bonds in fact delivered, the

Principal Conversion Agent will determine the Aggregate Conversion Principal Amount

on the basis of the lower of the following amounts:

(A)the aggregate principal amount of Bonds set forth in the Conversion Notice; or

(B)the aggregate principal amount of Bonds in fact delivered for conversion.

Any Bonds delivered in excess of the number of Bonds specified in the

Conversion Notice will be redelivered to the Bondholder at its cost. The Principal

Conversion Agent will act in accordance with the regulations of the Clearing

System.

(iv)The Conversion Right will be validly exercised on the relevant Conversion Date. The

term "Conversion Date" has the following meaning:

(A)Subject to clauses (B), (C), (D) and (E) below, "Conversion Date" means the

first Business Day on which all requirements for the valid exercise of the

Conversion Right specified in § 8(b)(i) and (ii) have been fulfilled.

(B)If an Acquisition of Control occurs and a Bondholder validly exercises the

Conversion Right in respect of any Bond in accordance with § 11(a)(ii) during

the relevant Acquisition of Control Conversion Period, "Conversion Date"

means the first Business Day on which all requirements for the valid exercise of

the Conversion Right specified in § 8(b)(i) and (ii) have been fulfilled.

(C)If (I) a Bondholder has, during the Conditional Conversion Notice Period, (x)

given a valid Conditional Conversion Notice in accordance with § 11(b)(ii)(A) and

(y) delivered to the Principal Conversion Agent the Bonds to be converted

in accordance with

§ 11(b)(ii)(B), and (II) the Conditional Conversion Notice has become

unconditional in accordance with § 11(b)(iii)(A), "Conversion Date" means the

first Business Day following the date on which the Acceptance Event has

occurred.

(D)Any valid Conversion Notice received by the Principal Conversion Agent within

the last 30 days of the Conversion Period in accordance with clause (ii)(x) of the

definition of the term "Conversion Period" will be treated as if it were received on

the last day of the Conversion Period. In such case "Conversion Date"

means the last day of the

Conversion Period, provided that the relevant Bondholder has fulfilled all

requirements for the valid exercise of the Conversion Right specified in § 8(b)(i)

and (ii) before the end of the Conversion Period.

(E)Any valid Conversion Notice received by the Principal Conversion Agent during

the period from and including the date on which the Issuer has published the

redemption notice in accordance with § 5(b) or § 5(c) to and including the last

day of the Conversion Period in accordance with clause (ii)(y) of the definition of

the term "Conversion Period" will be treated as if it were received on the last day

of the Conversion Period. In such case "Conversion Date" means the last day

of the Conversion Period, provided that the relevant Bondholder has fulfilled all

requirements for the valid exercise of the Conversion Right specified in § 8(b)(i)

and (ii) before the end of the Conversion Period.

(c)Net Share Settlement.

(i)The Issuer, upon any valid exercise of the Conversion Rights in respect of any Bond,

will, in respect of each such Bond,

(A)(if the Net Shares are not equal to zero) convert a portion of such Principal

Amount as is equal to the number of Net Shares multiplied with the Conversion

Price in effect on the relevant Conversion Date into such number of Settlement

Shares as is equal to the number of Net Shares, and issue and/or deliver the

number of Settlement Shares in accordance with § 8(d)(i) as soon as

practicable after the end of the Scheduled Calculation Period and no later than

on the relevant Scheduled Settlement Date (subject to § 9(c)); and

(B)pay to the relevant Bondholder the Cash Conversion Amount by transfer to the

cash account specified in the relevant Conversion Notice as soon as practicable

after the end of the Scheduled Calculation Period and no later than the relevant

Scheduled Settlement Date.

(ii)On the first Business Day following the end of each Scheduled Calculation Period (or,

if the Cash Conversion Amount is not capable of being determined in accordance with

this § 8(c)(ii) on such Business Day, as soon as practicable thereafter) the Calculation

Agent will determine the Cash Conversion Amount in accordance with this § 8(c)(ii).

"Cash Conversion Amount" means, in respect of any exercise of Conversion

Rights, the sum (rounded to the nearest US$ 0.01, with US$ 0.005 being

rounded upwards) of the Daily Cash Conversion Amounts as determined by the

Calculation Agent in respect of each Trading Day in the relevant Calculation

Period.

"Daily Cash Conversion Amount" means, in respect of a Trading Day

comprised in the relevant Calculation Period, the lower of the following amounts:

(A)an amount equal to the Principal Amount divided by the Number of Trading

Days in respect of such Calculation Period; and

(B)the Daily Conversion Value in respect of such Trading

Day, all as determined by the Calculation Agent.

"Daily Conversion Value" or "DCV" means, in respect of any Trading Day

comprised in the relevant Calculation Period, the amount determined by the

Calculation Agent in accordance with the following formula:

DCV =	CR x VWAP
	NTD

Where:

"CR" means the Conversion Ratio in effect on the relevant Conversion Date (subject

adjustment to but excluding the relevant Settlement Date in accordance with § 10).

"NTD" means the Number of Trading Days in respect of the relevant Calculation

Period. "VWAP" means the Share Price on such Trading Day, provided that:

(A)if on any Trading Day during the relevant Calculation Period the Ordinary

Share is quoted "ex dividend" or "ex subscription right" or "ex" any other

distribution, allotment or grant of securities, rights or other assets the

Record Date of which falls on or after the Settlement Date, the Share

Price on such Trading Day shall be increased by the Fair Market Value of

such distribution or other entitlement per Ordinary Share on the first

Trading Day on which the Ordinary Share is traded "ex dividend" or "ex

subscription right" or "ex" any other distribution, allotment or grant of

securities, rights or other assets, as determined by the Calculation Agent;

(B)if on any Trading Day during the relevant Calculation Period the Ordinary

Share is quoted "cum dividend" or "cum subscription right" or "cum" any

other distribution, allotment or grant of securities, rights or other assets

(the Record Date of which falls prior to the relevant Settlement Date) in

respect of which an adjustment to the Conversion Price is required to be

made in accordance with § 10 and the Adjustment Date (as defined in §

10(j)) in respect thereof falls prior to the relevant Settlement Date, the

Share Price on such Trading Day shall be multiplied by the adjustment

factor subsequently determined to apply to the Conversion Price in

accordance with § 10 in respect thereof, as determined by the Calculation

Agent; and

(C)if the VWAP is not capable of being determined as aforesaid on or prior to

the third Business Day prior to the relevant Scheduled Settlement Date in

respect of the relevant exercise of the Conversion Right, the VWAP shall

instead be determined by an Independent Expert on or prior to the third

Business Day prior to such Scheduled Settlement Date.

(iii)On the first Business Day following the end of each Scheduled Calculation Period (or,

if the Cash Conversion Amount is not capable of being determined in accordance with

this § 8(c)(iii) on such Business Day, as soon as practicable thereafter) the Calculation

Agent will determine the Net Shares (if any) in accordance with this § 8(c)(iii).

"Net Shares" means the sum (rounded to the nearest whole multiple of

0.00001, with 0.000005 rounded upwards) of the Daily Net Shares determined

by the Calculation Agent in respect of each Trading Day in the Calculation

Period.

"Daily Net Shares" means,

(A)in respect of any Trading Day in respect of which the Daily Conversion

Value is equal to or lower than the Principal Amount divided by the

Number of Trading Days in respect of the relevant Calculation Period,

zero; and

(B)in respect of any Trading Day in respect of which the Daily Conversion

Value exceeds the Principal Amount divided by the Number of Trading

Days in respect of the relevant Calculation Period, the number of

Settlement Shares determined by the Calculation Agent in accordance

with the following formula:

A
VWAP

Where:

"A" means the (x) the Daily Conversion Value on such Trading Day minus

(y) the result of the division of the Principal Amount by the Number of

Trading Days in respect of the relevant Calculation Period.

"VWAP" shall have the meaning given to this term in the definition of

"Daily Conversion Value" or "DCV".

(iv)If the Issuer gives notice in accordance with § 11(b)(i) of a Take-over Bid and the

Conversion Right is exercised in accordance with § 11(b), notwithstanding anything to

the contrary in these Terms and Conditions, the provisions in § 11(b)-(e) shall apply.

(d)Delivery of Settlement Shares.

(i)If the Net Shares in respect of any exercise of the Conversion Right are not equal to

zero, the Issuer will, upon any such exercise, issue and/or deliver such number of

Settlement Shares as is equal to the aggregate number of Net Shares in respect of the

Aggregate Conversion Principal Amount so converted, rounded down to the nearest

full Settlement Share. Any remaining fraction of a Settlement Share will not be delivered

and will not be compensated in cash. Subject to § 9(c), the Settlement Shares to be

delivered will be transferred to the securities account of the Bondholder specified in the

Conversion Notice as soon as practicable after the end of the Scheduled Calculation

Period and no later than on the relevant Scheduled Settlement Date. Until transfer of the

Settlement Shares has been made no claims arising from the Settlement Shares will

exist. In relation to delivery of the Settlement Shares § 9 will apply.

(ii)The Issuer will only be required to deliver the Settlement Shares and to pay the Cash

Conversion Amount in accordance with § 8(c)(i)(A) if the Bondholder has paid all taxes

or other duties and costs, if any, which may arise in connection with the exercise of the

Conversion Right or the delivery of the Settlement Shares or the payment in

accordance with § 8(c)(i)(A).

(e)Determination of the occurrence of a Parity Event or IA Parity Event

Whether a Parity Event or an IA Parity Event has (or is deemed to have) occurred will

be determined as follows:

(i)Investor Notice

If a Bondholder (the "Notifying Bondholder") has delivered to the Principal

Paying Agent a valid Investor Notice, the Issuer will be required to instruct the

Calculation Agent no later than the second Trading Day following the Investor

Notice Date (as defined below) to verify whether a Parity Event or an IA Parity

Event, as the case may be, has occurred.

In order to be validly given the Investor Notice must be:

(A)received by the Principal Paying Agent no later than 4:00 p.m. (Frankfurt time)

on the fifth Business Day after the last Trading Day of the relevant Investor

Reference Period;

(B)delivered by the Notifying Bondholder together with reasonable evidence that,

on each Trading Day during the relevant Investor Reference Period, either:

(I)the Quote for the Bonds on such Trading Day could not be determined

pursuant to clause (i) of the definition of the term "Quote for the Bonds";

(II)the Quote for the Bonds on such Trading Day as determined pursuant

to clause of (i) the definition of the term "Quote for the Bonds" was less

than 98 per cent. of the Closing Parity Value in respect of such Trading

Day; and

(C)delivered by the Notifying Bondholder together with evidence that the Notifying

Bondholder at the time of such notice is a holder of the relevant Bonds by

means of a certificate of its Custodian or in any other appropriate manner.

(ii)Verification by the Calculation Agent, Issuer Notification

Upon instruction by the Issuer the Calculation Agent will verify whether a Parity

Event or an IA Parity Event, as the case may be, has occurred. If in doing so the

Calculation Agent determines:

(A)that the Parity Event or the IA Parity Event, as the case may be, has occurred in

respect of the relevant Reference Period, the Issuer shall publish a notice to the

Bondholders in accordance with § 14 specifying the relevant CoCo Conversion

Period as soon as practicable following the relevant determination by the

Calculation Agent and in any case no later than on the relevant Notification

Date; or

(B)that no Parity Event or IA Parity Event has occurred in the relevant Reference

Period, the Issuer shall notify the Notifying Bondholder thereof as soon as

practicable following the relevant determination by the Calculation Agent and in

any case no later than on the relevant Notification Date.

Any determination by the Calculation Agent (and, as the case may be, by an

Independent Expert pursuant to this § 8(e)) will, in the absence of manifest error,

be conclusive in all respects and binding upon the Issuer and all Bondholders.

When verifying whether a Parity Event or IA Parity Event has occurred, whether

and at which level any Quote for the Bonds is available on any day shall be

determined on such day at such time at which such Quote for the Bonds is

determined by the Calculation Agent (or, as the case may be, an Independent

Expert).

(iii)If, upon receipt of any valid Investor Notice, the Issuer fails to duly notify, by no later

than the relevant Notification Date, (x) the Bondholders in accordance with § 8(e)(ii)(A)

of the occurrence of the Parity Event or the IA Parity Event, as the case may be, or (y)

the Notifying Bondholder in accordance with § 8(e)(ii)(B) that such alleged Parity Event

or IA Parity Event, as the case may be, has not occurred, then a Parity Event (and the

Notification Date in relation thereto) will be deemed to have occurred up to and

including any Trading Day on which the Issuer makes such notification, and the

Bondholders may exercise their Conversion Right during the relevant CoCo Conversion

Period as set forth in clause (viii) of the definition of the term "CoCo Conversion Period".

In this § 8(e):

"Bond Price Determination Date" means the fifth Trading Day following the relevant

Bond Price Unavailability Date.

A "Bond Price Unavailability Date" shall have occurred in respect of any Reference

Period, as determined by the Calculation Agent, if no Quote for the Bonds is available

on at least six

Trading Days comprised in such Reference Period, and in any such case the Bond

Price Unavailability Date shall be such sixth Trading Day.

"Close of Business" means 4:00 p.m. New York City time or (if the then prevailing

Relevant Market for the Ordinary Share is not a U.S. national securities exchange) the

scheduled close of trading of the primary trading session on such Relevant Market.

"Closing Parity Value" means, in respect of any Trading Day, the amount determined in

good faith by the Calculation Agent and calculated as follows:

CPV = N x ClP

Where:

CPV=the Closing Parity Value;

ClP=the Closing Price on such Trading Day, provided that if on such

Trading Day the Ordinary Share is quoted "ex dividend" or "ex subscription right" or "ex"

any other distribution, allotment or grant of securities, rights or other assets in respect of

which an adjustment to the Conversion Price is required to be made in accordance with

§ 10 and such Trading Day falls prior to the relevant Adjustment Date, the Share Price

on such Trading Day shall be divided by the adjustment factor subsequently determined

to apply to the Conversion Price in accordance with § 10 in respect thereof, as

determined by the Calculation Agent, and provided further that if such adjustment

cannot be determined in accordance with these Terms and Conditions prior to the

relevant Notification Date, the Closing Price shall instead be adjusted in such manner as

is determined to be appropriate by an Independent Expert; and

N = the Principal Amount divided by the Conversion Price in effect on such Trading Day.

An "IA Parity Event" shall occur in respect of any Reference Period if, as determined by

the Calculation Agent, (i) a Bond Price Unavailability Date has occurred in respect of

such Reference Period, and (ii) the Quote for the Bonds on the Bond Price

Determination Date (and if no such Quotes for the Bonds is available, the fair mid-market

value as at as at or around 5:00 p.m. (Frankfurt time) on the Bond Price Determination

Date per Bond (as determined by an Independent Expert)) is less than 98 per cent. of

the Closing Parity Value in respect of such Bond Price Determination Date.

"Investor Notice" means a notice by a Notifying Bondholder to the Principal Paying

Agent in text form specifying that in its opinion either a Parity Event or an IA Parity Event

has occurred, together with reasonable supporting evidence.

"Investor Notice Date" means the date on which the Principal Paying Agent has

received from a Notifying Bondholder a valid Investor Notice.

"Investor Reference Period" means the period of five consecutive Trading Days

specified for this purpose by the Notifying Bondholder in the relevant Investor Notice.

"Leading Institution" means any bank or financial institution which is a leading,

internationally recognized market maker in trading exchangeable and/or convertible

bonds.

"Notification Date" means the second Business Day following (in the case of the

occurrence of

a Parity Event in respect of the relevant Reference Period) the Parity Event Occurrence

Date or (in the case of the occurrence of an IA Parity Event in respect of the relevant

Reference Period,

or if neither a Parity Event nor an IA Parity Event has occurred in respect of the relevant

Reference Period) the fifth Trading Day following the end of the relevant Reference

Period.

"A "Parity Event" shall occur in relation to any Reference Period if, as determined by

the Calculation Agent, (i) the Quote for the Bonds is available in respect of at least five

Trading Days comprised in such Reference Period, and (ii) on each Trading Day

comprised in such Reference Period in respect of which the Quote for the Bonds is

available, such Quote for the Bonds is less than 98 per cent. of the Closing Parity Value

in respect of such Trading Day (and the fifth such Trading Day, the "Parity Event

Occurrence Date" in respect of such Reference Period).

"Quote for the Bonds" on any Trading Day means:

(i)the mid Bloomberg Generic Price (or any successor thereto) per US$ 200,000 in

principal amount of Bonds as at the Close of Business on such Trading Day as

displayed on or derived from Bloomberg page DE000A4EF8U1 Corp HP (using

the setting "Last Price" or any successor page or setting), as determined by the

Calculation Agent; or

(ii)if the Quote for the Bonds cannot be determined pursuant to clause (i) above,

the mid-market price per US$ 200,000 in principal amount of Bonds as

displayed on or derived from any other page on Bloomberg or any successor to

Bloomberg providing substantially similar data to those that would otherwise

have been determined pursuant to clause (i) above, as determined by an

Independent Expert; or

(iii)if the Quote for the Bonds cannot be determined pursuant to either clause (i) or (ii)

above, the mid-market price per US$ 200,000 in principal amount of Bonds as

derived from any other public source (if any) providing substantially similar data

to those that would otherwise have been determined pursuant to clause (i)

above, as determined by an Independent Expert; or

(iv)if the Quote for the Bonds cannot be determined pursuant to either clause (i), (ii)

or (iii) above, the arithmetic average of the mid-market prices per US$ 200,000

in principal amount of Bonds as provided by two Leading Institutions selected by

an Independent Expert (if any such prices are capable of being so obtained), all

as determined by an Independent Expert.

"Reference Period" means a period of 10 consecutive Trading Days commencing on

the second Trading Day following such date the Investor Notice is received by the

Principal Paying Agent.

§ 9 Procurement of Settlement Shares, Settlement Disruption

(a)The Ordinary Shares to be issued or delivered, as the case may be, upon execution of the

conversion (the "Settlement Shares") will, at the sole discretion of the Issuer

(i)either be newly issued by the Issuer; or

(ii)be existing Ordinary Shares, held by the Issuer as treasury shares, of the same class

as the new shares to be delivered by or on behalf of the Issuer, provided that such

treasury shares are considered to be cancelled (ingetrokken) by the Issuer for Dutch

tax purposes and not held as a temporary investment (ter tijdelijke belegging) as

described in article 3, paragraph 1, limb a, Dutch Dividend Withholding Tax Act (Wet op

de dividendbelasting 1965) and described further in article 3, paragraph 3, Dutch

Dividend Withholding Tax Act, and paragraph 3 of the Dutch Decree on Corporate

Income Tax and Dividend Withholding Tax regarding Share Buybacks (Besluit

Vennootschapsbelasting en Dividendbelasting. Inkoop van eigen aandelen, nr. BLKB

2016/113M), provided further that such delivery of existing Ordinary Shares can be

legally effected and does not impair the rights which the relevant Bondholder would

otherwise have.

The Settlement Shares will be credited as fully paid up and free of pre-emption rights

accruing to the Shareholders on the relevant Settlement Date and will in all respects

rank pari passu with the fully paid-up Shares in issue on the relevant Settlement Date.

(b)The Issuer will take all necessary steps to procure that the number of Settlement Shares as is

equal to the number of Net Shares to be issued or delivered, as the case may be, to the

relevant Bondholder(s) (rounded down to the nearest full Settlement Share, as provided for in

§ 8(d)(i)) on conversion are credited to the Bondholder(s) as soon as practicable after the end

of the Scheduled Calculation Period and no later than on the relevant Scheduled Settlement

Date. Further, the Issuer will procure that the Settlement Shares so issued or delivered are

admitted to listing on the Relevant Market and admitted to trading on the Relevant Market on

delivery to the relevant Bondholder(s).

The Issuer will procure delivery of the Settlement Shares through the Principal

Conversion Agent.

(c)If a Settlement Disruption Event occurs and the delivery of any Settlement Shares cannot be

effected on or before the relevant Scheduled Settlement Date, then the Issuer is required to

deliver the relevant Settlement Shares on the first succeeding Business Day on which delivery

of the Settlement Shares can take place through the Clearing System or in any other

commercially reasonable manner.

"Settlement Disruption Event" means an event beyond the control of the Issuer as a

result of which the Clearing System cannot settle book-entry transfers of such

Settlement Shares.

(d)Under no circumstances will the Issuer be required to pay to a converting Bondholder the

value of the Net Shares (or the value of the Acceptance Event Net Shares, as the case may

be) in cash or other assets upon a valid exercise of the Conversion Right.

§ 10 Adjustment of the Conversion Price

(a)Capital Increase from Conversion of the Capital Reserve or Retained Earnings, Share Split

or Combining of Shares and Capital Decrease.

(i)If, prior to the relevant Settlement Date, the Issuer increases its share capital by way

of conversion of the capital reserve or retained earnings by issuing new Ordinary

Shares (other than constituting a Scrip Dividend), the Conversion Price will be

adjusted in accordance with the following formula:

CPa<br><br>=	C<br><br>P	X	No
			Nn

Where:

CPa = the adjusted Conversion Price;

CP = the Conversion Price in effect immediately prior to the Adjustment Date (subject

§ 10(h));

Nn = the number of issued Ordinary Shares after the share capital

increase; and No = the number of issued Ordinary Shares before the

share capital increase.

If the share capital increase by way of conversion of the capital reserve or

retained earnings is not effected by issuing new Ordinary Shares but by means

of an increase of the nominal amount (nominale waarde) per Ordinary Share,

the Conversion Price will not be adjusted and will remain unchanged. In this

case the relevant Settlement Shares will be delivered with their increased

nominal amount per Ordinary Share.

(ii)If, prior to the relevant Settlement Date, the Issuer:

(A)increases the number of Ordinary Shares issued by reduction of the nominal

amount per Ordinary Share (share split) or reduces the number of issued

Ordinary Shares by increasing the nominal amount per share with no change in

the share capital (reverse share split); or

(B)reduces its share capital by combining Ordinary Shares, the Conversion Price

will be adjusted in accordance with § 10(a)(i) to the extent not otherwise

provided for in § 10(a)(iii).

(iii)If, prior to the relevant Settlement Date, the Issuer decreases the share capital of the

Issuer by way of a reduction of the nominal amount per Ordinary Share, the

Conversion Price will not be adjusted and will remain unchanged. In this case the

relevant Settlement Shares will be delivered with their respective new nominal

amount per Ordinary Share.

No adjustment of the Conversion Price will be made in case of a capital

decrease by cancelling Ordinary Shares held in treasury.

(b)Capital Increase against cash contributions with Subscription Rights. If, prior to the relevant

Settlement Date, the Issuer increases its share capital through the issuance of new Ordinary

Shares against cash contributions while granting its Shareholders a direct or indirect

subscription right (rights issue) (other than constituting a Scrip Dividend), at consideration

receivable per Ordinary Share which is less than 95 per cent. of the Share Price on the date

on which the terms of such issue or grant are for the first time publicly announced, the

Conversion Price will be adjusted in accordance with the following formula:

CPa<br><br>=	C<br><br>P	X	[	No	X	(	1—	I + D	)	+	I + D	]
				Nn				M			M

Where:

CPa = the adjusted Conversion Price;

CP = the Conversion Price in effect immediately prior to the Adjustment Date (subject to § 10(h));

Nn = the sum of (i) No (as defined below) and (ii) the maximum number of Ordinary Shares

as may be issued pursuant to such share capital increase (determined on the basis of

the number of issued Ordinary Shares before the share capital increase in respect of

which such direct or indirect subscription right has been granted);

No = the number of issued Ordinary Shares on the Record Date of the share capital increase;

I = the subscription price of the new Ordinary Shares (translated (if necessary) into US

dollars at the Relevant FX Rate on the Ex-Date) as determined by the Calculation

Agent;

D = the dividend disadvantage (not discounted) (converted (if necessary) into US dollars at

the Relevant FX Rate on the Ex-Date as determined by the Calculation Agent), if any,

of the new Ordinary Shares compared to the existing Ordinary Shares on the Record

Date of the share capital increase, as determined by the Calculation Agent; and

M = the Average Market Price.

There will be no adjustment of the Conversion Price if CPa would, by applying the

above formula, be greater than CP.

(c)Issue of Other Securities with Subscription Rights. If, prior to the relevant Settlement Date,

the Issuer grants to its Shareholders direct or indirect subscription rights in relation to

(i)any Ordinary Shares held in treasury (other than constituting a Scrip Dividend);

(ii)any securities with subscription, option or conversion rights or conversion obligations

in relation to Ordinary Shares (but excluding the granting of subscription rights in the

course of share capital increases in accordance with § 10(b)); or

(iii)any other debt securities, participation rights or other securities of the Issuer (the

securities listed in (i) through (iii) together, the "Other Securities"), the Conversion

Price will be adjusted in accordance with the following formula:

CPa<br><br>=	C<br><br>P	X	M—F
			M

Where:

CPa = the adjusted Conversion Price;

CP = the Conversion Price in effect immediately prior to the Adjustment Date (subject to §

10(h));

M= the Average Market Price; and

F= the Fair Market Value of the direct or indirect rights to subscribe for such Other

Securities to which a Shareholder is entitled per Ordinary Share on the Ex-Date of

such grant, provided that an adjustment will only be made if F > 0.

(d)Distributions. If, prior to the relevant Settlement Date, the Issuer distributes, allots or grants

to its Shareholders:

(i)any assets (not falling under clauses (ii), (iii) or (iv) below) including any dividend in kind

but excluding any Cash Dividend and excluding any Spin-off Shares; or

(ii)any Cash Dividend; or

(iii)any debt securities, warrants or conversion rights (with the exclusion of the rights

mentioned above in § 10(c)); or

(iv)any put options in the case of a repurchase of Ordinary Shares, the Conversion Price will

be adjusted in accordance with the following formula:

CPa<br><br>=	C<br><br>P	X	M—F
			M

Where:

CPa = the adjusted Conversion Price;

CP = the Conversion Price in effect immediately prior to the Adjustment Date (subject to §

10(h)); M = the Average Market Price;

F = the Fair Market Value of such assets, Cash Dividend, debt securities, warrants,

conversion rights or put options distributed, allotted or granted per Ordinary Share to

which a Shareholder is entitled on the Ex-Date of such distribution, allotment or grant,

provided that an adjustment will only be made if F > 0.

Several adjustments in accordance with § 10(d) will be made and calculated

independently and separately of each other, even if the relevant resolutions and/or

distributions are made on the same day.

(e)Merger or Split-up. If a merger or a split-up of the Issuer as transferor entity occurs prior to the

relevant Settlement Date, each Bondholder will be entitled to receive equivalent rights in the

transferee entity or entities.

(f)Demerger. If a demerger of the entire business or a part thereof of the Issuer or one or more

of its Subsidiaries occurs prior to the relevant Settlement Date, the Conversion Price will be

adjusted in accordance with the following formula:

CPa<br><br>=	C<br><br>P	X	M—F
			M

Where:

CPa = the adjusted Conversion Price;

CP = the Conversion Price in effect immediately prior to the Adjustment Date (subject to §

10(h)); M = the Average Market Price; and

F= the Fair Market Value of the number of Spin-off Shares to which a Shareholder is

entitled per Ordinary Share, on the Ex-Date of the demerger, provided that an

adjustment will only be made if F > 0.

(g)If a merger of the Issuer as the acquiring entity, or a hive down of one asset or several assets

by the Issuer, or an analogous event occurs prior to the relevant Settlement Date, the

Conversion Price will remain unchanged.

(h)If adjustments of the Conversion Price are required under more than one of § 10(a), (b), (c),

(d), (e) and/or (f), or if the calculation of an adjustment under one of these provisions is based

on market values which are required to be adjusted under another of these provisions

beforehand, then such adjustment will be made:

(x)in the case of adjustments with the same Record Date, by applying, first § 10(a)(ii),

second

§ 10(d), third § 10(a)(i), fourth § 10(b), fifth § 10(c), sixth § 10(e) and finally § 10(f), but

only to the extent each such provision is applicable in accordance with its terms; and

(y)in all other cases, by applying the relevant clauses in the sequence in which their

Adjustment Dates occur.

If in any of the cases referred to in this § 10(h), the calculation of an adjustment under

one of the clauses above is made subsequent to the application of any of the other

clauses, and if the calculation of the second or any subsequent adjustment refers to

the Average Market Price or the Share Price in a period prior to the Ex-Date for a

measure requiring adjustment in accordance with the clause which is to be applied

first, the Average Market Price or the Share Price for those periods, for purposes of the

calculation of the subsequent adjustments, will be multiplied by the factor used for the

multiplication of the preceding adjustment. To the extent that a Fair Market Value is to

be calculated in consideration of the value of the Ordinary Share during such period,

the Calculation Agent or an Independent Expert, as the case may be, will calculate the

relevant Fair Market Value, where applicable, on the basis of the value of the Ordinary

Share so adjusted.

(i)If

(x)the Issuer determines, or

(y)the Principal Paying Agent has received notices from Bondholders holding Bonds in an

aggregate principal amount of at least 10 per cent. of the aggregate principal amount of

all Bonds then outstanding in which the Bondholders determine

that another adjustment for dilution should be made as a result of one or more events

or circumstances not referred to above in § 10(a) to (h) (except for events or

circumstances that are specifically excluded from the operation of § 10(a) to (h)), the

Issuer will, at its own expense and in consultation with the Calculation Agent, request

an Independent Expert to determine as soon as practicable what further adjustment (if

any) is fair and reasonable to take account thereof and the Adjustment Date. The

Independent Expert will determine such adjustment (if any) which will take effect in

accordance with such determination on the Adjustment Date.

No adjustments will be made in relation to the issuance of shares (including Ordinary

Shares), stock options or convertible participation rights and/or stock ownership

programs and/or similar programs for any members of the management board

(bestuur) (or, in the case of affiliates, their corporate bodies or boards) and/or

employees of the Issuer and/or any of its affiliates.

No adjustments shall furthermore be made in relation to the issue of Ordinary Shares

or Other Securities for which the subscription right of the Shareholders has been

indirectly or directly excluded.

(j)Adjustments in accordance with this § 10 will become effective as of the beginning of the

Adjustment Date.

"Adjustment Date" means:

(i)in the case of an adjustment in accordance with § 10(a), the date on which the

relevant event triggering the adjustment becomes effective, as determined by the

Calculation Agent;

(ii)in the case of an adjustment in accordance with § 10(b), § 10(c), § 10(d) or § 10(f), the

relevant Ex-Date or, if later, the first date on which such adjustment is capable of being

determined.

(iii)in the case of an adjustment in accordance with § 10(e), the date on which the merger

or the split-up of the Issuer becomes effective; or

(iv)in the case of an adjustment in accordance with § 10(i), the date on which such

adjustment becomes effective, as determined by the Independent Expert.

In the case of any Bond in respect of which the Conversion Right has been exercised

no adjustments in accordance with this § 10 will be made if:

(i)the Adjustment Date falls on or after the relevant Settlement Date; or

(ii)the Record Date of the relevant event triggering an adjustment to the Conversion

Price in accordance with § 10 falls on or after the relevant Settlement Date.

(k)Adjustments in accordance with this § 10 or § 11(c)(i) will be calculated by the Calculation

Agent (unless otherwise specified), subject to § 13(c). The Conversion Price determined in

accordance with this § 10 or § 11(c)(i), if not an integral multiple of US$ 0.0001, will be

rounded down to the nearest whole multiple of US$ 0.0001, and any subsequent adjustment

to the Conversion Price shall be made on the basis of such Conversion Price so rounded.

(l)Notwithstanding anything to the contrary in these Terms and Conditions, the Conversion

Price applicable in respect of any exercise of Conversion Rights shall never be lower

than the nominal amount per Ordinary Share prevailing on the relevant Conversion Date. If

the Conversion Price in effect on such date is lower than such nominal amount per Ordinary

Share, the Conversion Price applicable to such exercise shall instead be such nominal

amount per Ordinary Share, and the Issuer will not be obliged to compensate the

Bondholders by a cash payment or in any other way.

(m)In these Terms and Conditions, the following terms will have the following meanings:

"Average Market Price" means the arithmetic average of the daily Share Prices on

the three consecutive Trading Days ending on (and including) the Trading Day

immediately preceding the Ex-Date, as calculated by the Calculation Agent.

"Cash Dividend" means any cash dividend or other cash distribution paid by the

Issuer per Ordinary Share prior to deduction of any withholding tax.

If the Issuer grants to its Shareholders an option to receive any Cash Dividend

distributed in the form of Ordinary Shares or other securities, rights or assets in lieu of

the cash amount thereof (the cash dividend subject to such option, a "Scrip

Dividend"), then such Scrip Dividend shall be deemed to be a Cash Dividend in an

amount determined in accordance with clause (ii) of the definition of the term "Fair

Market Value".

"Ex-Date" means the first Trading Day on which the Ordinary Share is traded "ex

dividend" or "ex subscription right" or "ex" any other distribution, allotment or grant of

securities, rights or other assets.

"Fair Market Value" of a dividend, a subscription right or any other distribution,

allotment or grant of securities (including Spin-off Shares), rights or other assets, on

any FMV Date, means,

(i)if the Issuer pays to its Shareholders a Cash Dividend (other than a Scrip Dividend) or

distributes any other cash amount, the amount of such Cash Dividend or the amount

of such other distribution in cash per Ordinary Share prior to deduction of any

withholding tax on such FMV Date, as determined by the Calculation Agent;

(ii)in the case of a Scrip Dividend, the greater, as determined by the Calculation Agent, of

the following amounts:

(A)the cash amount thereof on such FMV Date; and

(B)the value of the Ordinary Shares or other securities, rights or assets offered by

the Issuer as an alternative to such cash amount. Such value will be equal to,

(I)in the case of Ordinary Shares,

(1)the fair market value of such Ordinary Shares on such FMV Date

as calculated pursuant to the formula in clause (iii) below, or

(2)if the Scrip Determination Date falls on or after the Ex-Date of the

Scrip Dividend, the product of the number of Ordinary Shares

distributed per existing Ordinary Share and the arithmetic average

of the daily Share Prices on the three consecutive Trading Days

ending on and including the Trading Day immediately preceding the

Scrip Determination Date (provided that if the Ordinary Share is

quoted "cum" such Scrip Dividend on one or more of such Trading

Days, the relevant daily Share Price on each such Trading Day

shall be reduced by an amount equal to the fair market value of

such Scrip Dividend on the Ex-Date of such Scrip Dividend), and

(II)in the case of other securities,rights or other assets, the fair market value

of such other securities, rights or other assets, as determined pursuant to

clause (iv) or, as the case may be, clause (v) below, on the later of the

following days: (1) the Ex-Date of the Scrip Dividend and (2) the Scrip

Determination Date, all as determined by the Calculation Agent;

(iii)in the case of Ordinary Shares (for the purposes of § 10(d)(i) or clause (ii)(B)(I)(1)

above), the amount calculated by the Calculation Agent in accordance with the

following formula:

F =	M x N
	(1 + N)

Where:

F= the Fair Market Value on such FMV Date;

M= the Average Market Price; and

N= the number of Ordinary Shares distributed per existing Ordinary Share;

(iv)in the case of any other distribution, allotment or grant of other securities (including

Spin-off Shares), rights or other assets which are publicly traded on a Relevant Market

of adequate liquidity (as determined by the Calculation Agent), the number of such

other securities, rights or other assets distributed, allotted or granted per Ordinary

Share multiplied by the arithmetic average of the daily Security Prices of such security,

right or other asset on the five Trading Days (or such shorter period as such securities,

rights or other assets are publicly traded) beginning on such FMV Date (or, if later, the

Adjusted FMV Date), as calculated by the Calculation Agent; or

(v)in the case of any other distribution, allotment or grant of other securities (including

Spin-off Shares), rights or other assets which are not publicly traded on a stock

exchange or securities market of adequate liquidity, the fair market value on such FMV

Date of such other securities, rights or other assets distributed, allotted or granted per

Ordinary Share as determined by an Independent Expert,

in each case translated (if necessary) into US dollars at the Relevant FX Rate on the

relevant FMV Date (or the relevant Adjusted FMV Date, if applicable).

Where:

"Adjusted FMV Date" means the first such Trading Day on which the relevant

securities, rights or other assets are publicly traded.

"FMV Date" means any date for which the Fair Market Value of any security,

right or other asset is to be determined.

"Scrip Determination Date" means, in respect of a Scrip Dividend, the later of

the following days: (i) the last date on which a Shareholder can make such

election as is referred to in the definition of "Scrip Dividend", and (ii) the date on

which the number of Ordinary Shares or other securities, rights or assets

granted per existing Ordinary Share is determined.

"Record Date" means the relevant time for the determination of the entitlement of the

Shareholders to receive securities, rights, subscription rights, option or conversion

rights, a dividend, a distribution or Spin-off Shares or other entitlement (or any other

equivalent time in respect of the relevant circumstances as determined by the

Calculation Agent (provided that the

Calculation Agent determines, in its sole discretion, that it is capable, acting in such

Calculation Agent capacity, of performing such determination) or an Independent

Expert).

"Security Price" on any Trading Day means

(i)the volume-weighted average price of the relevant security, right or other asset on the

Relevant Market on the relevant Trading Day

(A)appearing on the Bloomberg screen page HP (setting "Weighted Average Line")

for such security, right or other asset in respect of the Relevant Market and the

relevant Trading Day on the Bloomberg information system (or any successor

screen page or setting), or

(B)if no such volume-weighted average price of the security, right or other asset is

available as aforesaid from the Bloomberg information system, the volume-

weighted average price of such security, right or other asset during the primary

trading session on the Relevant Market on the relevant Trading Day as derived

from the Relevant Market (or other appropriate source as determined by an

Independent Expert), or

(ii)if no such volume-weighted average price of the security, right or other asset is

available, the official closing price of the security, right or other asset as reported for

the primary trading session on the Relevant Market on the relevant Trading Day, or

(iii)if no such official closing price of the security, right or other asset is reported on the

Relevant Market on the relevant Trading Day, the last reported official quotation of the

security, right or other asset on the Relevant Market, during the primary trading

session on the relevant Trading Day, or

(iv)if no such quotations or prices are available, an Independent Expert will determine the

Security Price on the basis of such quotations or other information as such

Independent Expert considers appropriate; any such determination will be conclusive.

Any reference in these Terms and Conditions to the Security Price will include, if the

determination of the Security Price is discontinued, a reference to a quotation which

replaces the Security Price (x) by operation of law or (y) on the basis of generally

accepted market practice,

in each case translated (if necessary) into US dollars at the Relevant FX Rate on such

Trading Day.

"Spin-off Shares" means the shares in the acquiring entity (or acquiring entities)

which a shareholder of the Issuer is entitled to receive in the course of the demerger.

(n)The Issuer will give notice in accordance with § 14 of an adjustment to the Conversion Price

pursuant to this § 10 or § 11(c)(i) and/or any other adjustment to the terms of the Conversion

Right as soon as practicable.

(o)In making any calculation or determination of a Share Price, a Security Price, a Fair Market

Value or an Average Market Price, adjustments (if any) shall be made as the Calculation

Agent (provided that the Calculation Agent determines, in its sole discretion, that it is

capable, acting in such Calculation Agent capacity, of performing such adjustment) or as an

Independent Expert considers necessary and appropriate to reflect any issue of Ordinary

Shares as a result of a share capital increase from the conversion of the capital reserve or

retained earnings (§ 10(a)(i)), any share split/reverse share split of the Ordinary Shares or

combining of Ordinary Shares (§ 10(a)(ii)), any issue of Ordinary Shares as a result of a

share capital increase with subscription rights (§ 10(b)), any issue of Other Securities with

subscription rights (§ 10(c)) or any similar event, or to take account (to the extent as such

Independent Expert considers necessary and appropriate) of any distribution or other

entitlement in respect of which

the Ordinary Share is quoted "cum" or "ex" on the relevant day or during part or all of the

relevant period.

§ 11Acquisition of Control, Take-over Bid

(a)Acquisition of Control.

(i)If an Acquisition of Control occurs (whether or not in the context of a Take-over Bid), the

Issuer will, as soon as practicable after becoming aware thereof, fix the Control Record

Date and give notice in accordance with § 14 of the Acquisition of Control, the Control

Record Date and the adjusted Conversion Price determined in accordance with §

11(c)(i).

(ii)If, during the Conversion Period, an Acquisition of Control occurs and a Bondholder

validly exercises the Conversion Right in respect of any Bond during the relevant

Acquisition of Control Conversion Period such that the Conversion Date falls on or

prior to the last day of the Acquisition of Control Conversion Period, then the

Conversion Price for purposes of § 8 will be the Conversion Price adjusted in

accordance with § 11(c)(i).

"Acquisition of Control Conversion Period" in relation to any relevant

Acquisition of Control means the period from and including the date on which

the Issuer gives notice in accordance with § 11(a)(i) of such Acquisition of

Control to and including the earlier of (A) 4:00 pm (Frankfurt time) on the Control

Record Date and (B) the end of the Conversion Period.

The Conversion Right in accordance with this § 11(a)(ii) in conjunction with §

8(a) may not be exercised by a Bondholder if such Bondholder has terminated

its Bonds in accordance with § 5(d), § 5(e), § 11(a)(iii) or § 12 or has submitted

a Conditional Conversion Notice in accordance with § 11(b)(ii)(A).

(iii)If the Issuer gives notice in accordance with § 11(a)(i) of the Acquisition of Control,

each Bondholder may, at its option, during the period from and including the date on

which such notice is given and ending at 4:00 p.m. (Frankfurt time) on the date falling

10 Business Days prior to the Control Record Date, declare all or some only of its

Bonds not previously converted or redeemed due by giving notice in accordance with §

11(a)(iv) which notice will take effect on the Control Record Date.

(iv)The relevant Bondholder must give the notice by delivering it in text form via its

Custodian to the Principal Paying Agent in accordance with the rules and procedures of

the Clearing System. The notice is irrevocable. The relevant Bondholder must provide

evidence by means of a certificate from its Custodian or in any other appropriate

manner that they are the holder of the respective Bond(s) at the time of giving the

notice and deliver to the Principal Paying Agent the Bond(s) for which the put right is

being exercised.

If a Bondholder gives notice in accordance with this § 11(a)(iv), the Issuer must

redeem the Bond(s) for which the put right is being exercised at their Principal

Amount plus any accrued interest on the Control Record Date.

(b)Take-over Bid.

(i)If, during the Conversion Period, any Bidder publishes a Take-over Bid in accordance

with

§ 14(2) WpÜG, the Issuer will give notice in accordance with § 14 of the Take-over Bid

and of the prospective Acceptance Record Date as soon as practicable after becoming

aware of the publication.

(ii)Conditional Conversion Notice

(A)If (I) the Issuer gives notice in accordance with § 11(b)(i) of a Take-over Bid and if

(II) the Acceptance Record Date falls on or prior to the last day of the Conversion

Period, each Bondholder has the conditional right to convert each Bond in whole,

but not in part, at the Conversion Price adjusted in accordance with § 11(c)(i) by

delivering, at its own expense, a Conversion Notice that is conditional on the

occurrence of an Acceptance Event and designated as conditional (the

"Conditional Conversion Notice") using the then valid form of Conditional

Conversion Notice obtainable from the Principal Conversion Agent. § 8(b)(i)

shall apply mutatis mutandis to the Conditional Conversion Notice, subject to the

following: the Conditional Conversion Notice must be received by the Principal

Conversion Agent during the Conditional Conversion Notice Period, and it is

irrevocable even if the acceptance period pursuant to § 16(1) WpÜG is extended

after the submission of the Conditional Conversion Notice or if an Acquisition of

Control occurs prior to the Settlement Date. Where any such Conditional

Conversion Notice is validly submitted on a day which falls in more than one

Conditional Conversion Notice Periods, such notice shall specify in respect of

which Take-over Bid the Conditional Conversion Notice applies.

(B)In addition, the Bondholder is required to deliver to the Principal Conversion

Agent the Bonds to be converted in accordance with § 8(b)(ii) during the

Conditional Conversion Notice Period. § 8(b)(ii) will apply mutatis mutandis to

the delivery of Bonds in respect of a Conditional Conversion Notice.

(iii)If, on or prior to the last day of the Conversion Period, an Acceptance Event occurs

and the requirements specified in § 11(b)(ii)(A) and (B) for the exercise of the

conditional Conversion Right are fulfilled, then the following applies:

(A)Any Conditional Conversion Notice becomes unconditional (and the Conversion

Right in respect of the relevant Bonds shall be deemed to have been

exercised pursuant to

§ 11(b)(ii) and (iii)) on the day on which the Acceptance Event occurs,

regardless of whether that day is a Business Day.

(B)The Issuer will give notice in accordance with § 14 of this fact, the adjusted

Conversion Price determined in accordance with § 11(c)(i) and the Acceptance

Record Date as soon as practicable after the publication by the Bidder of the

announcement triggering the occurrence of the Acceptance Event.

(C)The relevant Conversion Date will be determined in accordance with § 8(b)(iv)(C).

(D)The number of Settlement Shares determined in accordance with § 11(d) and §

8(d)(i) must be transferred to the securities account of the converting Bondholder

or its nominee specified in the Conditional Conversion Notice as soon as

practicable after the occurrence of the Acceptance Event and no later than on

the relevant Scheduled Settlement Date.

(iv)If it is certain that no Acceptance Event will occur, or if the Acceptance Event occurs

after the last day of the Conversion Period, the Conditional Conversion Notice expires.

(v)If, during the Conditional Conversion Notice Period, a Bondholder delivers a Conversion

Notice that is not designated as a Conditional Conversion Notice, such notice will be

treated as a normal Conversion Notice in accordance with § 8(a) or in accordance with

§ 8(a) in conjunction with

§ 11(a)(ii), if applicable, and § 11(b)(ii) and (iii) will not apply to such Conversion Notice.

If a Bondholder delivers to the Principal Conversion Agent the Conditional

Conversion Notice and/or the Bonds to be converted after the end of the

Conditional Conversion Notice Period, such notice likewise will be treated as a

Conversion Notice in accordance with § 8(a) or in accordance with § 8(a) in

conjunction with § 11(a)(ii), if applicable, and § 11(b)(ii) and (iii) will not apply to

such Conversion Notice.

(vi)The conditional Conversion Right in accordance with this § 11(b) may not be exercised

by a Bondholder if such Bondholder has terminated its Bonds in accordance with §

5(d), § 5(e),

§ 11(a)(iii) or § 12 or has submitted a Conversion Notice in accordance with § 8(a) or

in accordance with § 11(a)(ii) in conjunction with § 8(a), if applicable.

(c)Adjustment of the Conversion Price..

(i)If

(A)upon the occurrence of an Acquisition of Control, a Bondholder exercises its

Conversion Right in accordance with § 8(a) in conjunction with § 11(a)(ii) such

that the Conversion Date falls on or prior to the last day of the Acquisition of

Control Conversion Period; or

(B)a Bondholder has validly submitted a Conditional Conversion Notice which has

become unconditional in accordance with § 11(b)(iii)(A),

then the Conversion Price in respect of any such exercise of the Conversion

Right (or the conditional Conversion Right, as the case may be) shall be

adjusted as follows:

CPa<br><br>=	CP
	1 + Pr	X	c
			t

Where:

CPa = the adjusted Conversion Price;

CP = the Conversion Price on the day immediately preceding the day on which the

Acquisition of Control or the Acceptance Event, as applicable, occurs, subject to §

11(c)(iii);

Pr = the initial conversion premium of 40.0 per cent.;

c = the number of days from and including the date on which the Acquisition of Control or

the Acceptance Event, as applicable, occurs to but excluding the Maturity Date,

subject to

§ 11(c)(iii); and

t = the number of days from and including the date of issue of the Bonds to but excluding

the Maturity Date.

The Conversion Price so adjusted in respect of the relevant exercise of the Conversion Right

(or the conditional Conversion Right, as the case may be) shall remain subject to adjustment

in accordance with § 10 (but not any repeated adjustment in accordance with this §11(c)(i)).

(ii)Adjustment in accordance with clause (i) becoming effective

In the case of an Acquisition of Control and any conversion in accordance with

§ 11(b)(ii) and (iii), the adjustment to the Conversion Price in accordance with this

§ 11(c) will become effective on the date on which the Acquisition of Control occurs.

In the case of a Take-over Bid, the adjustment to the Conversion Price in

accordance with this § 11(c) will become effective the date on which the

Acceptance Event occurs.

(iii)Exclusion of multiple adjustments

In the case of a Take-over Bid, in which an Acceptance Event as well as an

Acquisition of Control occurs, the Conversion Price shall be adjusted in

accordance with

§ 11(c)(i) only once.

In no event shall the Conversion Price be adjusted more than once in accordance

with

§ 11(c)(i) during any period starting with the notice by the Issuer of an

Acquisition of Control or a Take-over Bid and ending on the Control Record

Date (in case of an Acquisition of Control) or the day of the settlement of the

Take-over Bid (in case of a Take-over Bid).

(iv)§ 10(k), (l) and (n) apply mutatis mutandis.

(d)Net Share Settlement following an Acceptance Event.

(i)The Issuer, upon any valid exercise of the Conversion Rights in accordance with § 11(b),

will,

in respect of the Principal Amount per Bond,

(A)convert a portion of the Principal Amount as is equal to the number of

Acceptance Event Net Shares multiplied with the Conversion Price adjusted in

accordance with § 11(c) into such number of Settlement Shares as is equal to

the number of Acceptance Event Net Shares, and issue and/or deliver the

number of Settlement Shares in accordance with

§ 8(d)(i) applied mutatis mutandis as soon as practicable after the occurrence

of the Acceptance Event and no later than on the relevant Scheduled

Settlement Date (subject to § 9(c)); and

(B)pay to the relevant Bondholder the Acceptance Event Cash Conversion Amount

by transfer to the cash account specified in the relevant Conditional Conversion

Notice as soon as practicable after the occurrence of the Acceptance Event and

on the relevant Scheduled Settlement Date.

(ii)On or prior to the Conversion Date the Calculation Agent will determine the Acceptance

Event

Cash Conversion Amount in accordance with this § 11(e)(ii).

"Acceptance Event Cash Conversion Amount" means the lower of the

following amounts:

(A)the Principal Amount; and

(B)the Acceptance Event Conversion Value, all as determined by the Calculation Agent.

"Acceptance Event Conversion Value" or "AECV" means the amount

(rounded to the nearest US$ 0.01, with US$ 0.005 being rounded upwards)

determined by the Calculation Agent in accordance with the following formula:

𝐴𝐸𝐶𝑉 = 𝐴𝐸𝐶𝑅 × 𝑂𝑃

Where:

"AECR" or "Acceptance Event Conversion Ratio" per Bond is equal to the

Principal Amount divided by the Conversion Price adjusted in accordance

with § 11(c); and

"OP" means the Offer Price, translated (if necessary) into US dollars at the

Relevant FX Rate on the Acceptance Record Date.

(iii)On or prior to the Conversion Date the Calculation Agent will determine the Acceptance

Event

Net Shares in accordance with this § 11(d)(iii).

"Acceptance Event Net Shares" means,

(A)if the Acceptance Event Conversion Value is equal to or lower than the Principal

Amount, zero; and

(B)if the Acceptance Event Conversion Value exceeds the Principal Amount, the

number of Settlement Shares determined by the Calculation Agent in accordance

with the following formula (rounded to the nearest whole multiple of 0.00001,

with 0.000005 rounded upwards):

B
OP

Where:

"B" means (x) the Acceptance Event Conversion Value minus (y) the Principal

Amount; and

"OP" has the meaning set out in clause (ii) above.

(e)Definitions. In these Terms and Conditions, the following terms will have the following meanings:

An "Acceptance Event" occurs when upon a Take-over Bid (i) after the expiry of the

Initial Acceptance Period, the Bidder has published an announcement pursuant to §

23(1) sentence 1 No. 2 WpÜG according to which the Take-over Bid has been accepted

for a number of Ordinary Shares which (together with Ordinary Shares already held by

or attributable to the Bidder pursuant to the provisions of § 30 WpÜG) corresponds at

least to such number of Ordinary Shares as are necessary to provide Control, and (ii)

the Bidder has published an announcement according to which all offer conditions

(including any minimum acceptance thresholds) have been satisfied at the latest upon

expiry of the Initial Acceptance Period, except for (x) such offer conditions that have

been validly waived and (y) such offer conditions the satisfaction of which may remain

pending upon the expiration of the Initial Acceptance Period (such as conditions in

relation to regulatory approvals, in particular merger control approvals, or the

completion of capital measures of the Bidder in order to secure the offer

consideration); provided, however, that an Acceptance Event cannot occur anymore if

any offer condition cannot be fulfilled (already before or at the same time) any longer

and the offer has, thus, failed.

"Acceptance Record Date" means the last day of the Initial Acceptance

Period. An "Acquisition of Control" will be deemed to have occurred:

(i)if after the date of issue of the Bonds any Person or Persons ("Relevant Person(s)")

and/or any Person or Persons acting on behalf of any such Relevant Person(s),

(irrespective of whether the management board or the supervisory board of the Issuer

has given its consent thereto) acquire(s) Control of the Issuer (unless the acquirer is a

credit institution, financial service provider or agent that acquires the relevant Ordinary

Shares only temporarily in a transitory function in connection with the implementation

of a capital measure or corporate action); or

(ii)in the event of a Mandatory Offer for Ordinary Shares of the Issuer a situation arises in

which (x) Ordinary Shares of the Issuer already in the direct or indirect, legal and/or

beneficial, ownership (within the meaning of the Dutch Act on Financial Supervision) of

the Bidder and (y) Shares in the Issuer in relation to which the Mandatory Offer has

already been accepted, carry in aggregate 50 per cent. or more of the voting rights in

the Issuer.

"Bidder" is the Person making the Take-over Bid or the Mandatory Offer.

"Conditional Conversion Notice Period" means the period from and including the

day on which the Issuer gives notice in accordance with § 11(b)(i) to and including

the earlier of

(x) 4:00 pm (Frankfurt time) on the Acceptance Record Date and (y) the end of the

Conversion Period.

"Control" means direct or indirect ownership of Ordinary Shares, alone or acting in

concert with other parties (within the meaning of article 5:70 of the Dutch Act on

Financial Supervision), carrying an aggregate 50 per cent. or more of the voting rights

in the Issuer.

"Control Record Date" means the Business Day fixed by the Issuer in accordance

with

§ 11(a)(i) which will be not less than 40 and no more than 60 days after the date on

which the notice of the Acquisition of Control is published in accordance with § 14.

"Initial Acceptance Period" means the acceptance period pursuant to § 16(1) WpÜG

(taking into account extensions of this period, if any, pursuant to, or in accordance with,

applicable laws and regulations), but not the additional acceptance period pursuant to

§ 16(2) WpÜG.

"Mandatory Offer" means any mandatory offer for Ordinary Shares, pursuant to

article 5:70 of the Dutch Act on Financial Supervision or – in case the Issuer is not or

no longer subject to the Dutch Act on Financial Supervision but to the comparable

takeover regulation of another jurisdiction – according to this comparable takeover

regulation, which is addressed to the Shareholders by any Person other than the

Issuer.

"Offer Price" means the consideration offered by the Bidder, including subsequent

increases of the consideration to the extent that the Bidder publishes such increases

no later than the date on which the Acceptance Event occurs, provided that:

(i)if the consideration comprises solely cash which is expressed by the Bidder in the

relevant offer document as a single fixed amount in a single currency, the Offer Price

shall be deemed to be such fixed cash amount in the currency in which it is so

expressed by the Bidder (whether or not such cash amount may be subsequently paid

to certain holders of the Ordinary Shares in another currency based on the exchange

rate prevailing at or around the date of payment of such cash amount); and

(ii)in any other case, including without limitation if the consideration is a fixed cash

amount expressed in more than one currency, if the consideration comprises shares,

or if there is more than a single type of consideration, the Offer Price shall be the

amount of any such consideration as at 4:00 pm (Frankfurt time) on the Acceptance

Record Date, as determined by an Independent Expert.

"Take-over Bid" means any voluntary take-over bid for the acquisition of Ordinary

Shares of the Issuer, subject to the Dutch Act on Financial Supervision or – in case the

Issuer is not or no longer subject to the Dutch Act on Financial Supervision but to the

comparable takeover regulation of another jurisdiction – according to this comparable

takeover regulation, which is addressed to the Shareholders by any Person other than

the Issuer.

§ 12 Termination Rights of the Bondholders

(a)Each Bondholder will be entitled to declare all or some only of its Bonds due and demand

immediate redemption of such Bonds at the Principal Amount plus any accrued interest if any

of the following events (each an "Event of Default") occurs:

(i)the Issuer fails to pay principal or any other amount in respect of the Bonds within three

Business Days from the relevant due date;

(ii)Issuer fails to duly perform any other obligation arising from the Bonds and such

default, except where such default is incapable of remedy, continues unremedied for

more than 60 calendar days after the Issuer (through the Principal Paying Agent) has

received notice thereof from a Bondholder;

(iii) (A) any Capital Markets Indebtedness of the Issuer or any Material Subsidiary is

declared to be due and payable prior to its stated maturity as a result of any

default (however described) and the aggregate amount of all Capital Markets

Indebtedness referred to herein reaches or exceeds US$ 50,000,000 (or its

equivalent in any other currency or currencies); or

(B) any Capital Markets Indebtedness of the Issuer or any Material Subsidiary is not

paid when due and payable after expiration of any applicable grace period and

the aggregate amount of all Capital Markets Indebtedness referred to herein

reaches or exceeds US$ 50,000,000 (or its equivalent in any other currency or

currencies).

(iv)the Issuer or any Material Subsidiary suspends its payments in their entirety or

announces its inability to meet its financial obligations;

(v)a competent court opens insolvency proceedings against the Issuer or any Material

Subsidiary which is not dismissed or stayed within 60 days after the commencement

thereof, or the Issuer or any Material Subsidiary institutes such a proceeding;

(vi)the Issuer ceases all or substantially all of its business operations or sells or

otherwise transfers all or substantially all of its assets to third parties (except for any

Subsidiary); or

(vii)the Issuer is wound up, unless this is effected in connection with a merger or another

form of amalgamation with another company or in connection with a restructuring,

and the other or the new company assumes all obligations of the Issuer arising under

the Bonds.

The right to declare Bonds due will terminate if the situation giving rise to it has been

cured before such right is exercised.

(b)Any notice declaring Bonds due in accordance with § 12(a) will be made by means of a

declaration in text form in the German or English language to the Principal Paying Agent in

accordance with the rules and procedures of the Clearing System. Evidence that such

Bondholder at the time of such notice is a holder of the relevant Bonds shall be attached to

the declaration. Such evidence can be provided by means of a certificate of the Custodian or

in any other appropriate manner.

(c)In the event specified in § 12(a)(ii) or § 12(a)(iii), any notice declaring Bonds due shall,

unless at the time such notice is received any of the Events of Default specified in § 12(a)(i)

or § 12(a)(iv)-(vii) has occurred, become effective only when the Principal Paying Agent has

received such default notices from the Bondholders representing at least 25 per cent. of the

aggregate principal amount of the Bonds then outstanding.

(d)Termination notices received by the Principal Paying Agent after 4:00 p.m. (Frankfurt time)

only become effective on the immediately succeeding Business Day.

§ 13 Paying Agents, Conversion Agents and Calculation Agent

(a)Deutsche Bank AG will be the principal paying agent (the "Principal Paying Agent", and together

with any additional paying agent appointed by the Issuer in accordance with § 13(b), the "Paying

Agents"). Deutsche Bank AG will be the principal conversion agent (the "Principal Conversion

Agent", and together with any additional conversion agent appointed by the Issuer in accordance with

§ 13(b), the "Conversion Agents").

The address of the specified offices of the Principal Paying Agent and the Principal Conversion

Agent is:

Deutsche Bank Aktiengesellschaft, Taunusanlage 12, 60325 Frankfurt am Main,

Federal Republic of Germany, Attention: Trust & Securities Services

Conv-Ex Advisors Limited, 80 Coleman Street, London EC2R 5BJ, United Kingdom, will be

the calculation agent (the "Calculation Agent" and together with the Paying Agents and the

Conversion Agents, the "Agents").

In no event will the specified office of any Agent be within the United States.

(b)The Issuer will procure that there will be a Principal Paying Agent, a Principal Conversion Agent and

a Calculation Agent at all times. The Issuer is entitled to appoint other banks of international standing

as Paying Agents or Conversion Agents, or, in the case of the Calculation Agent only, a bank of

international standing or a financial adviser with relevant expertise. Furthermore, the Issuer is entitled

to terminate the appointment of any Agent. In the event of such termination or such Agent being unable

or unwilling to continue to act as Agent in the relevant capacity, the Issuer will appoint another bank

of international standing as Paying Agent or Conversion Agent, or, in the case of the Calculation Agent

only, a bank of international standing or a financial adviser with relevant expertise. Such appointment

or termination will be published as soon as practicable in accordance with § 14, or should this not be

possible, be published in another appropriate manner.

(c)All determinations, calculations and adjustments made by any Agent will be made in conjunction with

the Issuer and will, in the absence of manifest error, be conclusive in all respects and binding upon the

Issuer and all Bondholders.

Each Agent may engage the advice or services of any lawyers or other experts whose advice or

services it deems necessary and may rely upon any advice so obtained. No Agent will incur any

liability as against the Issuer or the Bondholders in respect of any action taken, or not taken, or

suffered to be taken, or not taken, in accordance with such advice in good faith.

(d)Each Agent acting in such capacity, acts only as agent of, and upon request from, the Issuer. There is

no agency or fiduciary relationship between any Agent and the Bondholders (only in the case of the

Principal Conversion Agent except with respect to the execution of the conversion of the Bonds), and

no Agent shall incur any liability as against the Bondholders or any other Agent.

(e)If the Issuer appoints an Independent Expert in accordance with these Terms and Conditions, § 13(c)

and (d) shall apply mutatis mutandis to the Independent Expert.

§ 14Notices

(a)The Issuer will, subject to § 17(f), publish all notices concerning the Bonds on its homepage

(www.qiagen.com). Any such notice will be deemed to have been given when so published

by the Issuer.

(b)If the Bonds are listed on any stock exchange at the initiative of the Issuer, and the rules of

that stock exchange so require, all notices concerning the Bonds will be made in accordance

with the rules of the stock exchange on which the Bonds are listed.

(c)In addition, the Issuer will deliver all notices concerning the Bonds to the Clearing

System for communication by the Clearing System to the Bondholders.

(d)A notice effected in accordance with § 14(a) to (c) above will be deemed to be effected on

the date on which the first such communication is, or is deemed to be, effective.

§ 15Issue of Additional Bonds

The Issuer reserves the right from time to time without the consent of the Bondholders to issue

additional Bonds with identical terms (save for, inter alia, the issue date and the interest

commencement date), so that the same will be consolidated, form a single issue with and increase the

aggregate principal amount of these Bonds. The term "Bonds" will, in the event of such increase, also

comprise such additionally issued Bonds.

§ 16 Presentation Period

The period for presentation of the Bonds pursuant to § 801(1) sentence 1 BGB will be 10 years.

§ 17 Amendments to the Terms and Conditions, by resolution of the Bondholders; Joint

Representative

(a)Amendment of the Terms and Conditions. The Issuer may amend the Terms and Conditions

with the consent of a majority resolution of the Bondholders pursuant to § 5 et seqq. of the

German Act on Issues of Debt Securities (Gesetz über Schuldverschreibungen aus

Gesamtemissionen), as amended (the "SchVG"). In particular, the Bondholders may consent

to amendments which materially change the substance of the Terms and Conditions,

including such measures as provided for under § 5 paragraph 3 SchVG by resolutions

passed by such majority of the votes of the Bondholders as stated under § 17(b) below. A

duly passed majority resolution shall be binding equally upon all Bondholders. There will be

no amendment of the Terms and Conditions without the Issuer's consent.

(b)Majority. Except as provided by the following sentence and provided that the quorum

requirements are being met, the Bondholders may pass resolutions by simple majority of the

voting rights participating in the vote. Resolutions which materially change the substance of

the Terms and Conditions, in particular in the cases of § 5 paragraph 3 numbers 1 through 9

SchVG or relating to material other matters may only be passed by a majority of at least 75

per cent. of the voting rights participating in the vote (a "Qualified Majority").

(c)Passing of resolutions. The Bondholders can pass resolutions in a meeting

(Gläubigerversammlung) in accordance with § 5 et seqq. SchVG or by means of a vote

without a meeting (Abstimmung ohne Versammlung) in accordance with § 18 and § 5 et

seqq. SchVG.

(i)Attendance at the meeting and exercise of voting rights is subject to the Bondholders'

registration. The registration must be received at the address stated in the convening

notice no later than the third day preceding the meeting. As part of the registration,

Bondholders must provide evidence of their eligibility to participate in the vote by

means of a special confirmation of the Custodian in accordance with § 18(d)(i)(A) and

(B) hereof in text form and by submission of a blocking instruction by the Custodian

stating that the relevant Bonds are not transferable from and including the day such

registration has been sent until and including the stated end of the meeting.

(ii)Together with casting their vote, Bondholders must provide evidence of their eligibility

to participate in the vote without a meeting by means of a special confirmation of the

Custodian in accordance with § 18(d)(i)(A) and (B) hereof in text form and by

submission of a blocking

instruction by the Custodian stating that the relevant Bonds are not transferable from

and including the day such vote has been cast until and including the day the voting

period ends.

(d)Second Meeting. If it is ascertained that no quorum exists for the meeting in accordance with

§ 17(c)(i) or the vote without a meeting in accordance with § 17(c)(ii), in case of a meeting

the chair (Vorsitzender) may convene a second meeting in accordance with § 18(4) sentence

2 and § 15 paragraph 3 sentence 2 SchVG or in case of a vote without a meeting the

scrutineer (Abstimmungsleiter) may convene a second meeting within the meaning of § 15

paragraph 3 sentence 3 SchVG. Attendance at the second meeting and exercise of voting

rights is subject to the Bondholders' registration. The provisions set out in § 17(c)(i) shall

apply mutatis mutandis to Bondholders' registration for a second meeting.

(e)Bondholders' Representative. The Bondholders may by majority resolution provide for the

appointment or dismissal of a bondholders' representative (the "Bondholders'

Representative"), the duties and responsibilities and the powers of such Bondholders'

Representative, the transfer of the rights of the Bondholders to the Bondholders'

Representative and a limitation of liability of the Bondholders' Representative. Appointment

of a Bondholders' Representative may only be passed by a Qualified Majority if such

Bondholders' Representative is to be authorized to consent, in accordance with § 17(b)

hereof, to a material change in the substance of the Terms and Conditions or other material

matters.

(f)Publication. Any notices concerning this § 17 shall be made exclusively pursuant to the

provisions of the SchVG.

§ 18Final Clauses

(a)The form and content of the Bonds and the rights of the Bondholders and the obligations of

the Issuer, including the choice of forum clause below, will in all respects be governed by the

laws of the Federal Republic of Germany.

(b)Place of performance is Frankfurt am Main, Federal Republic of Germany.

(c)To the extent legally permitted, the courts of Frankfurt am Main, Federal Republic of

Germany will have jurisdiction for any action or other legal proceedings arising out of or in

connection with the Bonds. This is subject to any exclusive court of venue for specific legal

proceedings in connection with the SchVG.

(d)Any Bondholder may in any proceedings against the Issuer or to which the Bondholder and

the Issuer are parties protect and enforce in its own name the rights arising under the Bonds

on the basis of:

(i)a certificate issued by the Custodian

(A)stating the full name and address of the Bondholder;

(B)specifying the aggregate principal amount of Bonds credited on the date of such

statement to such Bondholder's securities accounts maintained with the

Custodian; and

(C)confirming that the Custodian has given a notice to the Clearing System and the

Principal Paying Agent containing the information specified in (A) and (B) and

bearing acknowledgements of the Clearing System and the relevant account

holder in the Clearing System; as well as

(ii)a copy of the Global Bond, certified as being a true copy by a duly authorized officer of

the Clearing System or the Principal Paying Agent.

Exhibit 2.12 Purchase Agent Agreement dated as of August 29, 2025 Exhibit 2.12

EXECUTION VERSION

29 August 2025

QIAGEN N.V.

as Issuer

and

DEUTSCHE BANK AKTIENGESELLSCHAFT

as Principal Paying Agent, Principal Conversion Agent and Issuing Agent

and

CONV-EX ADVISORS LIMITED

as Calculation Agent

AGENCY AGREEMENT

relating to the

USD 750 million Convertible Bonds due 2032

ISIN DE000A4EF8U1

convertible into ordinary registered shares of

QIAGEN N.V.

Table of Contents

1DefinitionsandInterpretation1

2Appointments2

3The Bonds, Shares and the Issuing Agency2

4PayingAgency3

5EarlyRedemptionoftheBonds5

6DutiesofNotificationofthePrincipalPayingAgent5

7CancellationProcedure5

8Conversion Agency6

9CalculationAgency7

10Remuneration,LiabilityandIndemnification8

11Termof theAgreement;Variation ofAppointment12

12AddressesandNotices13

13ConclusionofthisAgreement15

14PartialInvalidity15

15GoverningLaw,PlaceofPerformance,Jurisdiction15

16Miscellaneous15

AnnexA FormofTermsandConditionsoftheBonds17

AnnexBForm of GlobalBond55

AnnexCFormofstandardConversionNoticefortheBonds57

AnnexDFormofConditionalConversionNoticefortheBonds60

THIS AGENCY AGREEMENT (the "Agreement") is made on 29 August 2025 between:

(1)QIAGEN N.V., a public company with limited liability (naamloze vennootschap) incorporated

under the laws of The Netherlands, having its corporate seat (statutaire zetel) in Venlo, The

Netherlands, and having its registered office at Hulsterweg 82, 5912 PL Venlo, The

Netherlands, and registered with the trade register of the Dutch Chamber of Commerce

under number 12036979 (the "Issuer");

(2)DEUTSCHE BANK AKTIENGESELLSCHAFT, Taunusanlage 12, 60325 Frankfurt am

Main, Federal Republic of Germany (in its capacity as paying agent, the "Principal Paying

Agent", or, in its capacity as issuing agent, the "Issuing Agent" or, in its capacity as principal

conversion agent, the "Principal Conversion Agent"); and

(3)CONV-EX ADVISORS LIMITED, 80 Coleman Street, London EC2R 5BJ, United Kingdom

("Conv-Ex Advisors", or in its capacity as calculation agent the "Calculation Agent" and,

together with the Principal Paying Agent, the Issuing Agent and the Principal Conversion

Agent, the "Agents");

(for the purposes of this Agreement, the parties under (1) through (3) above are also referred

to as a "Party" and collectively as the "Parties").

Recitals:

(A)The Issuer intends to issue convertible bonds with an aggregate principal amount of

USD 750 million due 2032, ISIN DE000A4EF8U1 (the "Bonds"). Each Bond will be issued

in a principal amount of USD 200,000 and with conversion rights for ordinary registered

shares of the Issuer. The Bonds will be offered without being registered under the United

States Securities Act of 1933, as amended, in reliance on Regulation S.

(B)The Bonds will, subject to and in accordance with the terms and conditions of the Bonds (the

"Terms and Conditions"), be convertible by the bondholders into new or existing fully paid

ordinary registered shares (ISIN: NL0015002CX3) of the Issuer to be issued or delivered,

as applicable, upon conversion of the Bonds (the "Settlement Shares").

(C)The Bonds will be issued and purchased as set out in the subscription agreement between

the Issuer and the bookrunners, dated 28 August 2025 (the "Subscription Agreement").

(D)The Parties wish to enter into this Agreement according to the terms set out herein.

IT IS AGREED as follows:

1Definitions and Interpretation

Capitalised terms used herein and not otherwise defined in this Agreement shall have the

same meanings as in the Terms and Conditions. The Terms and Conditions are set out in

Annex A and any reference to a particularly numbered Condition (§) will be to that Condition

(§) appearing in the Terms and Conditions.

In this Agreement:

"Affiliate" means, in relation to an entity, another entity directly or indirectly controlled by

that entity, another entity directly or indirectly controlling that entity, or another entity under

common control with that entity.

"Business Day" means a day (other than a Saturday or Sunday) on which (i) commercial

banks and foreign exchange markets in New York and Frankfurt am Main are open for

business and (ii) the Clearing System settles payments.

"Subsidiary" means a consolidated subsidiary of the Issuer.

2Appointments

2.1The Issuer hereby appoints Deutsche Bank Aktiengesellschaft as Principal Paying Agent,

Issuing Agent and Principal Conversion Agent in accordance with the Terms and Conditions,

and Deutsche Bank Aktiengesellschaft accepts its appointments hereunder.

2.2The Issuer hereby appoints Conv-Ex Advisors as Calculation Agent pursuant to this

Agreement to perform those calculations, adjustments or determinations as may be

expressly provided by it in, and in accordance with the Terms and Conditions, and Conv-Ex

Advisors accepts its appointments hereunder.

2.3In acting hereunder and in connection with the Bonds, the Agents shall act solely as agents

of the Issuer and will not thereby assume any obligations towards, or relationship of agency

or trust for, any of the Bondholders. The Agents shall have no implied duties other than as

provided for in the Terms and Conditions and in this Agreement.

2.4The obligations of each of the Agents shall be several and not joint.

3The Bonds, Shares and Issuing Agency

3.1The Bonds will be represented by a global bond (the "Global Bond") in bearer form. The

Global Bond shall be substantially in the form as set out in Annex B of this Agreement. The

Global Bond shall be manually signed by one or more authorised representatives of the

Issuer and manually authenticated by or on behalf of the Principal Paying Agent. The Issuer

hereby authorises the Principal Paying Agent to authenticate the Global Bond. The Issuer

shall deliver to the Principal Paying Agent the duly executed Global Bond no later than 2:00

p.m. (Frankfurt am Main time) three Business Days before 4 September 2025 or such later

date as agreed between the Issuer and the Joint Bookrunners and notified to the Principal

Paying Agent (the "Closing Date"). The Global Bond shall be deposited with Clearstream

Banking AG (Clearstream Frankfurt) by the Principal Paying Agent on behalf of the Issuer

no later than 2:00 p.m. (Frankfurt am Main time) two Business Days before the Closing Date.

Definitive certificates representing individual Bonds will not be issued. The Terms and

Conditions of the Bonds will be attached to the Global Bond.

3.2Issuing Agency and Settlement

3.2.1The Issuing Agent will:

(i)provide the Issuer with its account details required for settlement versus

payment not later than three Business Days prior to the Closing Date;

(ii)provide all relevant settlement instructions to the Clearing System on the

Closing Date, in accordance with versus-payment settlement instructions

received from the Issuer;

(iii)promptly notify the Issuer of any mismatches during the settlement process;

(iv)use its reasonable endeavours to ensure that versus-payment settlement is

properly and successfully completed; and

(v)maintain records of all documents received by it in connection with its duties

hereunder and making such records available for inspection at all reasonable

times by the Issuer.

3.2.2The Issuer will:

(i)provide (by email), no later than three Business Days prior to the Closing

Date, the Issuing Agent with a versus-payment settlement instruction;

(ii)specify and notify the Issuing Agent in writing (by email) of the Closing Date

and the relevant issue amount of the Bonds;

(iii)procure that BNP PARIBAS (the "Settlement Lead Manager") inputs or

procures that its custodian inputs the relevant versus-payment settlement

instructions prior to the Closing Date; and

(iv)use its reasonable endeavours to ensure that a versus-payment settlement

is properly and successfully completed by the Settlement Lead Manager.

3.3Subject to the procedures set out in the Terms and Conditions, for the purposes of this

Clause 3 the Principal Paying Agent and the Issuing Agent are entitled to treat a telephone

or email communication (including documents bearing electronic signatures) from a person

purporting to be (and who the relevant Agent believes in good faith to be) the authorised

representative of the Issuer named in the list referred to in, or notified pursuant to, Clause

10.10 as sufficient instructions and authority of the Issuer for the relevant Agent to act in

accordance with this Clause 3.

4Paying Agency

4.1The Principal Paying Agent shall perform such duties as are set out in this Agreement and

in the Terms and Conditions. No obligations or duties of the Principal Paying Agent which

are not expressly stated herein or in the Terms and Conditions shall be implied.

4.2The Paying Agent may, in connection with its services hereunder:

4.2.1except as ordered by a court of competent jurisdiction or as required by law, treat

the bearer of any Bond as the owner thereof and make payments thereon

accordingly;

4.2.2assume that the terms of the Global Bond as issued are correct; and

4.2.3refer any question relating to the ownership of any Bond or the adequacy or

sufficiency of any evidence supplied in connection with the replacement of any Bond

to the Issuer for determination by the Issuer and rely upon any determination so

made.

4.3The Principal Paying Agent shall specify in a written notice (e-mail) to the Issuer to be sent

not later than one week prior to the relevant payment date the amount required to be paid

on the relevant payment date, provided that failure to do so will not release the Issuer from

its obligations to the Bondholders. The Issuer shall at the latest by 3:00 p.m. (Frankfurt am

Main time) on the relevant payment date pay the necessary amount in same day funds for

the payment of interest and principal falling due on the relevant payment date into a USD

account maintained free of charge at such bank as the Principal Paying Agent may from time

to time by notice to the Issuer specify for such purpose. All sums payable to the Principal

Paying Agent shall be paid in USD.

4.4The Issuer shall on or before 10:00 a.m. (Frankfurt am Main time) on the third Business Day

prior to each payment date in respect of the Bonds procure that the bank through which such

payment is to be made will send to the Principal Paying Agent by e-mail or SWIFT

confirmation that it has received from the Issuer an irrevocable instruction to make the

relevant payment.

4.5Subject to the payments set out in Clause 4.3 having been duly made, the Principal Paying

Agent shall pay or cause to be paid on behalf of the Issuer on the relevant payment date the

amounts due to be paid in respect to the Bonds on such payment date in accordance with

the Terms and Conditions. If for any reason the Principal Paying Agent does not by the date

specified in Clause 4.3 above receive unconditionally the full amount payable on such

payment date, the Principal Paying Agent shall notify the Issuer in accordance with

Clause 12. Failure of the Principal Paying Agent to notify the Issuer about non-receipt of

such payable amounts does not discharge the Issuer from paying amounts due. In this case,

the Principal Paying Agent shall not be bound to pay any relevant claim in respect of the

Bonds until it has received or there has been made available to its order the full amount of

the moneys then due and payable in respect of all outstanding Bonds. If the Principal Paying

Agent in its discretion makes any payment under the Bonds prior to its unconditional receipt

of the full amount then due and payable in respect of all outstanding Bonds, the Issuer shall

promptly pay such amount to the Principal Paying Agent and shall compensate the Principal

Paying Agent for its costs of funding such amount paid by the Principal Paying Agent.

4.6The Principal Paying Agent shall be entitled to deal with money paid to it by the Issuer for

the purpose of this Agreement in the same manner as with other money paid to a banker by

its customers and shall not be liable to the Issuer for any interest thereon. No money held

by the Principal Paying Agent needs to be segregated except as required by law.

4.7The Principal Paying Agent undertakes to forward on the relevant payment date any funds

received from the Issuer to Clearstream Frankfurt for credit to the relevant account holders

in Clearstream Frankfurt, in each case in accordance with the Terms and Conditions and this

Agreement.

4.8The Principal Paying Agent shall not be obliged to inquire as to the entitlement of any

Bondholder.

4.9The Principal Paying Agent shall not exercise any right of set-off or lien or similar claim over

money paid to it or by it under this Agreement.

4.10Subject to Clause 4.11, the Issuer agrees to pay stamp duty and any similar taxes payable

in connection with this Agreement.

4.11All payments by the Issuer under this Clause 4 shall be made without deduction or

withholding of any present or future taxes, duties or governmental charges of any nature

whatsoever imposed, levied or collected by way of deduction or withholding at source by, in

or on behalf of the Federal Republic of Germany, The Netherlands or by or on behalf of any

political subdivision or authority thereof or therein having power to tax, unless such deduction

or withholding is required by law. The Issuer shall not be required to make any additional

payments to the Bondholders in respect of such deduction or withholding required by law.

No obligation shall arise on any Agent to gross up any amounts if any such withholding or

deduction occurs. If the Issuer is, in respect of any payment, compelled to withhold or deduct

any amount for or on account of taxes, duties, assessments or governmental charges as

specifically contemplated under the Terms and Conditions, it shall give notice of that fact to

each Agent promptly upon becoming aware of the requirement to make the withholding or

deduction and shall give to each Agent such information as it may require to enable it to

comply with the requirement.

4.12All The Principal Paying Agent shall maintain a record of the Global Bond and of the

payment, redemption, conversion and cancellation of the Bonds represented thereby. The

Principal Paying Agent shall make such records available for inspection at all reasonable

times by the Issuer.

5Early Redemption of the Bonds

5.1If the Issuer intends to redeem the Bonds pursuant to § 5(b) or § 5(c) of the Terms and

Conditions, it shall give notice in writing to the Principal Paying Agent at least five Business

Days' time before the latest date for the publication of the notice of redemption required to

be given to the Bondholders stating the date on which such Bonds are to be redeemed, the

Principal Amount and the amount of interest payable as of the date of early redemption. The

respective notice period shall be read in conjunction with the Terms and Conditions under

which such notice is considered to be received by the Bondholders.

5.2If the Principal Paying Agent receives a redemption notice according to § 5(d) or § 5(e)(ii) of

the Terms and Conditions, the Principal Paying Agent shall as soon as reasonably

practicable and without undue delay notify the Issuer of receipt of such notice.

5.3If the Principal Paying Agent receives any termination notice pursuant to § 12 of the Terms

and Conditions, the Principal Paying Agent shall without undue delay notify the Issuer of

receipt of such notice.

5.4If the Principal Paying Agent receives any redemption notice pursuant to § 11(a)(iv) of the

Terms and Conditions, the Principal Paying Agent shall notify the Issuer without undue delay

of receipt of such notice.

6Duties of Notification of the Principal Paying Agent

6.1The Principal Paying Agent shall upon request of the Issuer make on behalf of the Issuer all

public notifications required in the Terms and Conditions in accordance with § 14 of the

Terms and Conditions and shall be authorised to take all measures it deems necessary or

appropriate in this context on behalf and for the account of the Issuer.

6.2The Issuer shall supply the Principal Paying Agent not later than 2:00 p.m. (Frankfurt am

Main time) on the fifth Business Day before any notice shall be published with the final

version of such notices by e-mail together with an instruction signed manually or

electronically by duly authorised signatories. In determining the time limits set out above the

Issuer shall take into account the respective periods according to the Terms and Conditions

after the expiration of which such notices are deemed to have been validly given to

Bondholders.

6.3The Issuer shall reimburse the Principal Paying Agent for all properly incurred expenses and

any applicable value added tax of all publications.

7Cancellation Procedure

7.1Upon fulfilment by the Issuer of all its obligations under the Bonds, the Principal Paying

Agent will procure that the Global Bond is cancelled and provide the Issuer upon request

with a destruction protocol. The Principal Paying Agent shall bear no further responsibility

for the Global Bond after cancellation and destruction.

7.2Subject to receipt of the relevant information, the Principal Paying Agent shall, upon request

by the Issuer, after the end of each calendar year during which any redemption, conversion

or payment (as the case may be) takes place, furnish the Issuer with a certificate stating (as

applicable): (i) the aggregate amounts paid in respect of Bonds redeemed or purchased by

the Issuer and cancelled; and (ii) the aggregate principal amount of Bonds converted and

cancelled.

8Conversion Agency

8.1The Principal Conversion Agent shall perform such duties as are set out in this Agreement

and the Terms and Conditions. No obligations or duties of the Principal Conversion Agent

which are not expressly stated herein or in the Terms and Conditions shall be implied.

8.2The Issuer shall inform the Principal Conversion Agent in respect of any event according to

§§ 5(e) or 8(e) of the Terms and Conditions as soon as practicable after determining or

becoming aware thereof.

8.3Upon a conversion in accordance with § 8 of the Terms and Conditions, the Principal

Conversion Agent shall provide the Bondholders upon their request with blank forms of the

Conversion Notice, substantially in the form as set out in Annex C hereto. Upon receipt of a

Conversion Notice and the Bonds to be converted in its Clearstream Frankfurt account, the

Principal Conversion Agent will verify that (i) the Conversion Notice contains all information

required pursuant to the Terms and Conditions and (ii) the conditions for the exercise of the

Conversion Right pursuant to § 8(b)(i), § 8(b)(ii) and § 8(b)(iii) of the Terms and Conditions

have been met, and will notify the Issuer and the Calculation Agent (by forwarding a copy of

the Conversion Notice by e-mail) without undue delay, but in any event no later than 4:00

p.m. (Frankfurt am Main time) on the first Business Day following the receipt of the

Conversion Notice, of the exercise of Conversion Rights.

8.4The Issuer shall inform the Principal Conversion Agent in respect of any event according to

§ 11 of the Terms and Conditions as soon as practicable after becoming aware thereof. In

case a Take-over Bid pursuant to § 11(b) of the Terms and Conditions will be published the

Issuer shall inform the Principal Conversion Agent as soon as practicable after becoming

aware thereof. The Principal Conversion Agent shall provide the Bondholders upon their

request with blank forms of the Conditional Conversion Notice, substantially in the form as

set out in Annex D hereto. Upon receipt of a Conditional Conversion Notice, the Principal

Conversion Agent will verify that all requirements specified in § 8(b)(i) and (ii) are fulfilled.

Upon fulfillment of the respective requirements the Issuer hereby instructs the Principal

Conversion Agent to hold the Bonds to be conditionally converted in custody.

8.5Following receipt by the Issuer of notice of the exercise of a Conversion Right in accordance

with Clause 9.3, the Issuer shall procure that all actions required to be taken and all

documents required to be prepared in connection with the delivery of Settlement Shares

shall be taken and prepared prior to the delivery of such Settlement Shares to the Principal

Conversion Agent.

8.6Following receipt by the Issuer of notice from the Calculation Agent in accordance with

Clause 9.3 of either (i) the Aggregate Conversion Principal Amount, the total number of

Settlement Shares deliverable and the Cash Conversion Amount payable in respect of a

Conversion Notice, or (ii) in the event of a Take-over Bid, the total number of Settlement

Shares deliverable and the Acceptance Event Cash Conversion Amount payable in respect

of a Conditional Conversion Notice, the Issuer shall as soon as practicable, but in any event

by 2:00 p.m. on the first Business Day following receipt of such notice, notify the Principal

Conversion Agent and the Calculation Agent whether it will deliver new or existing Settlement

Shares. The Issuer shall deliver the relevant number of Settlement Shares to the Principal

Conversion Agent no later than 10:00 a.m. (Frankfurt am Main time) on the Scheduled

Settlement Date and, in the event of a Take-over Bid, the Issuer shall deliver the relevant

number of Settlement Shares to the Principal Conversion Agent on the Business Day

immediately prior to the Scheduled Settlement Date. The Principal Conversion Agent will

deliver such Settlement Shares on conversion of a Bond in accordance with § 8(c)(i) and

§ 9(a) of the Terms and Conditions by way of book-entry transfer. Remaining fractions of

Settlement Shares shall not be delivered and shall not be compensated.

8.7The Issuer shall pay the aggregate Cash Conversion Amount to the Principal Conversion

Agent at the latest by 3:00 p.m. (Frankfurt am Main time) on the Scheduled Settlement Date

and the Principal Conversion Agent shall pay the aggregate Cash Conversion Amount to the

cash account specified by the converting Bondholder in the Conversion Notice on the

Scheduled Settlement Date. In the event of a Take-over Bid, the Issuer shall pay the

aggregate Acceptance Event Cash Conversion Amount to the Principal Conversion Agent at

the latest by 3:00 p.m. (Frankfurt am Main time) on the Scheduled Settlement Date and the

Principal Conversion Agent shall pay the aggregate Acceptance Event Cash Conversion

Amount to the cash account specified by the converting Bondholder in the Conditional

Conversion Notice on the Scheduled Settlement Date.

8.8For the avoidance of doubt, the Principal Conversion Agent shall have no obligation to verify

payment of taxes, duties or governmental charges by Bondholders as set forth in § 8(d)(ii)

of the Terms and Conditions.

8.9The Issuer shall provide the Principal Conversion Agent with all necessary information in

connection with the exercise of the conversion. Furthermore, if any questions should arise

in connection with the conversion, the Issuer shall instruct the Principal Conversion Agent,

upon request, as to the appropriate procedure.

9Calculation Agency

9.1The Calculation Agent shall perform such duties as are set out in this Agreement and the

Terms and Conditions. No obligations or duties of the Calculation Agent which are not

expressly stated herein shall be implied.

9.2The Issuer will inform the Calculation Agent, with a copy to the Principal Conversion Agent,

without undue delay of any event requiring, or which may require, the Calculation Agent to

perform calculations, adjustments or determinations as may be expressly specified to be

performed by it in, and in accordance with, the Terms and Conditions (including but not

limited to any event requiring an adjustment to the Conversion Price to be made in

accordance with § 10 or § 11(c) of the Terms and Conditions), together with a statement of

the facts requiring such adjustment giving the necessary details in order to enable the

Calculation Agent to perform any such calculation, adjustment or determinations.

9.3Whenever a Conversion Right has been validly exercised (by fulfilling the requirements set

out in § 8(b)(i) and § 8(b)(ii) of the Terms and Conditions) and the verification pursuant to

§ 8(b)(iii) of the Terms and Conditions has been made, the Principal Conversion Agent will,

without undue delay, inform the Calculation Agent (with a copy to the Issuer and the Principal

Paying Agent) thereof, specifying the Aggregate Conversion Principal Amount and giving

any other details, if any, necessary in order to enable the Calculation Agent to calculate:

9.3.1the aggregate Cash Conversion Amount payable and the aggregate number of

Settlement Shares deliverable in respect of such Aggregate Conversion Principal

Amount; or

9.3.2in the event of a Take-over Bid, the aggregate Acceptance Event Cash Conversion

Amount payable and the aggregate number of Settlement Shares deliverable in

respect of such Aggregate Conversion Principal Amount.

9.4Subject as provided for in Clause 9.1, the Calculation Agent shall inform the Issuer, the

Principal Conversion Agent and the Principal Paying Agent:

9.4.1no later than on the first Business Day (5:00 p.m. (Frankfurt am Main time)) following

the end of the Calculation Period about the aggregate number of Settlement Shares

deliverable and the aggregate Cash Conversion Amount payable in respect of such

Conversion Notice; or

9.4.2in the event of a Take-over Bid, no later than on the first Business Day (5:00 p.m.

(Frankfurt am Main time)) following the occurrence of the Acceptance Event, of the

aggregate number of Settlement Shares deliverable and the aggregate Acceptance

Event Cash Conversion Amount payable in respect of such Conditional Conversion

Notice.

9.5The Issuer will inform the Principal Conversion Agent and the Calculation Agent as soon as

possible after becoming aware of an Acquisition of Control or a Take-over Bid, each as

defined in § 11 of the Terms and Conditions.

9.6Upon notification from the Issuer in accordance with Clause 9.1 (and, as the case may be,

Clause 9.3), the Calculation Agent shall perform promptly such calculations, adjustments or

determinations as may be expressly specified to be performed by it in, and in accordance

with, the Terms and Conditions.

9.7Calculations, adjustments or determinations so performed by the Calculation Agent will be

(in the absence of manifest error) binding on all parties concerned.

9.8The Calculation Agent shall inform the Issuer, the Principal Paying Agent and the Principal

Conversion Agent of the result of any such adjustments, calculations and determinations as

aforesaid so performed without undue delay.

9.9The Calculation Agent shall maintain a record of all relevant quotations obtained by it and of

all relevant amounts, rates and other items determined or calculated by it and will make such

record available for inspection at all reasonable times during normal business hours by the

Issuer.

10Remuneration, Liability and Indemnification

10.1The Issuer shall pay to each of the Agents a fee to be separately agreed upon between the

Issuer and each of the Agents for the performance of their services hereunder.

10.2The Issuer shall reimburse each of the Agents for all expenses (including without limitation

legal, publication, communication expenses and insurance costs and any applicable value

added tax) properly incurred in connection with the repayment of the Bonds and its services

hereunder.

10.3The Issuer shall pay stamp duty and all documentary, registration, publication, and other

similar taxes and duties (including any interest and penalties thereon or in connection

therewith) which may be payable upon or in connection with the execution and delivery of

this Agreement and any letters of appointment under which the Agents are appointed as

agents hereunder.

10.4Each Agent can treat itself as being released from any obligation to take any action

hereunder which it reasonably expects will result in any expense or liability to it, the payment

of which within a reasonable time is not, in its reasonable opinion, assured to it.

10.5Each Agent can engage at the expense of the Issuer any lawyers or other experts whose

advice or services it deems necessary and may rely upon any advice so obtained. The

Agents shall be protected and shall incur no liability as against the Issuer in respect of any

action taken, or suffered to be taken, or not taken in accordance with such advice and in

good faith. The Issuer shall reimburse the Agents for all properly incurred expenses in

respect of consultation with such legal or other professional advisers.

10.6Each Agent shall incur no liability for or in respect of any action properly taken, omitted or

suffered in reliance upon any instruction or order from the Issuer, Conversion Notice,

resolution, direction, consent, certificate, affidavit, statement, transmissions or other paper

or document including documents bearing electronic signatures believed by it in good faith

to be genuine and to have been delivered, signed or sent by the proper parties.

10.7Each Agent shall be entitled to refrain from acting, without liability, if conflicting, unclear or

equivocal instructions have been received or in order to comply with any law applicable to

them. In the event the Agent considers, in its reasonable discretion, that instructions are

unclear, equivocal or conflicting, the Agent will advise the instructing party as soon as

reasonably practicable.

10.8Neither the Principal Paying Agent nor the Principal Conversion Agent shall be obliged to

repay any moneys paid to it by the Issuer in respect of any Note unless or until claims against

the Issuer in respect of the relevant Notes are prescribed or the obligation to make the

relevant payment ceases in accordance with the Terms and Conditions. In such event they

shall upon the request of the Issuer repay as soon as reasonably practicable to the Issuer

such portion of such amount as relates to such claim or payment by paying the same by

credit transfer to such account with such bank as the Issuer may by notice to the relevant

Agent have specified for this purpose.

10.9The Issuer recognises and acknowledges that documents signed by electronic signatures

may not be resilient to fraud and therefore represent a security risk. The Issuer is authorised

and able to execute instructions signed with electronic signatures and the Agents are

authorised to act on and may rely without liability on any instruction or document signed with

electronic signatures.

10.10The Issuer shall provide the Principal Paying Agent with a list of persons authorised to

execute documents and take action on its behalf in connection with this Agreement, such list

to include specimen signatures (including qualified electronic signatures) and be signed by

one duly authorised signatory of the Issuer. The Issuer shall notify the Principal Paying Agent

promptly (unverzüglich) if any of such persons ceases to be so authorised or if any additional

person becomes so authorised, in each case by notice signed by one duly authorised

signatory for the Issuer.

10.11The Issuer shall, upon the request from time to time of the Principal Paying Agent, promptly

supply or procure the supply of such documentation and other evidence as is reasonably

requested by the Principal Paying Agent in order for the Principal Paying Agent to carry out

and be satisfied that it has complied with all necessary "know your customer" or similar

checks under all applicable laws and regulations.

10.12The Issuer hereby represents and warrants to each of the Agents that:

10.12.1it is a company duly organized and in good standing in every jurisdiction where it is

required so to be,

10.12.2it has the power and authority to sign and to perform its obligations under this

Agreement,

10.12.3this Agreement is duly authorised and signed and is its legal, valid and binding

obligation,

10.12.4any consent, authorisation or instruction required in connection with the execution

and performance of this Agreement has been provided by any relevant third party,

10.12.5any act required by any relevant governmental or other authority to be done in

connection with the execution and performance of this Agreement has been or will

be done (and will be renewed if necessary),

10.12.6its performance of this Agreement will not violate or breach any applicable law,

regulation, contract or other requirement, and

10.12.7no Agent is under any obligation to withhold any Dutch withholding tax due on the

basis of the Dutch withholding tax act (Wet bronbelasting 2021) under this

Agreement.

10.13The Issuer will indemnify and hold harmless each of the Agents against any liability which

any of them may reasonably incur or which may be made against any of them arising out of

or in connection with their appointment or the exercise of their powers and duties hereunder

(including fees and expenses of legal advisers), as well as the properly incurred costs and

expenses and any applicable value added tax of defending any claim of such liability,

provided that this indemnity shall not apply to the extent such liability, expense or cost result

from wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) of the respective

Agent. The Agents undertake to inform the Issuer in writing without undue delay (ohne

schuldhaftes Zögern) about legal action threatened or instituted against any of them in this

regard.

10.14Each of the Principal Paying Agent, the Issuing Agent and the Principal Conversion Agent

shall severally indemnify the Issuer against any claim, demand, action, liability, loss or

expense (including legal fees and any applicable value added tax) which the Issuer may

reasonably incur, as a result or arising out of any gross negligence (grobe Fahrlässigkeit) or

wilful breach by such Agent of its obligations under this Agreement.

10.15The liability of the Agents and their directors, officers, agents or persons acting on its behalf

shall be limited to wilful breach or gross negligence (grobe Fahrlässigkeit). In no event shall

the Agents have any liability for special, indirect, punitive or consequential losses or

damages of any kind whatsoever (including, but not limited to, lost profits) irrespective of

whether the Agents have been advised of the likelihood of such loss or damage and

regardless of the form of action.

10.16In acting hereunder and in connection with the Bonds, the Agents shall not be liable for the

legality, validity or enforceability of any Bond issued in compliance with this Agreement.

10.17The Issuer hereby represents and warrants to each of the Agents that, except, in respect of

limbs 10.17.2 and 10.17.3, in respect of certain matters either already in the public domain

or otherwise not material for disclosure to potential investors in the Bonds and disclosed in

a letter from Philipp von Hugo dated 28 August 2025, none of the Issuer, nor any of its

Subsidiaries, nor any director, officer or, to the knowledge of the Issuer, agent, employee, or

Affiliate (other than any Subsidiary of the Issuer) of the Issuer is an individual or entity

("Person"):

10.17.1with whom dealings are restricted or prohibited by, or are sanctionable under, any

economic sanctions or trade restrictions administered or enforced by the U.S.

government (including, without limitation, those administered or enforced by the U.S.

Department of Treasury's Office of Foreign Assets Control, the U.S. Department of

Commerce, or the U.S. Department of State), the United Nations Security Council,

the European Union, His Majesty's Treasury, The Netherlands, or any other authority

with jurisdiction over the Issuer or any of its Subsidiaries (collectively, "Sanctions",

and each such Person, a "Sanctioned Person"); or

10.17.2located, organized, operating or resident in a country or territory that is the subject

of Sanctions (currently the Crimea region, Cuba, Iran, North Korea, Sudan, and

Syria) (each, a "Sanctioned Country"), save as disclosed in "Item 8. Financial

Information—Disclosure pursuant to Section 219 of the Iran Threat Reduction &

Syria Human Rights Act (ITRA)" of the 2024 20-F; or

10.17.3owned or controlled by, or acting on behalf of, a Person identified in 10.17.1 or

10.17.2;

and to the knowledge of the Issuer, the Issuer, its Subsidiaries and its directors,

officers, agents, employees and Affiliates (other than Subsidiaries) are currently in

compliance with, and at all times within the past five years have been in compliance

with, and have not engaged nor plan to engage in any conduct sanctionable under,

any applicable Sanctions laws, and there are not now, nor have there been within

the past five years, any formal or informal proceedings, allegations, investigations,

or inquiries pending, expected or, to the knowledge of the Issuer, threatened against

the Issuer, its Subsidiaries, or the directors and officers of the Issuer and its

Subsidiaries, or, to the knowledge of the Issuer, its Affiliates (other than Subsidiaries),

or, to the knowledge of the Issuer, any of the employees of the Issuer, its Subsidiaries

or other Affiliates concerning violations or potential violations of, or conduct

sanctionable under, any Sanctions and the Issuer, its Subsidiaries and, to the

knowledge of the Issuer, its Affiliates (other than Subsidiaries) have instituted and

maintain policies and procedures designed to ensure, and which are reasonably

expected to continue to ensure, continued compliance with Sanctions; any provision

of this Clause 10.17 shall not apply if and to the extent it is illegal, invalid or

unenforceable as a result of any applicable Blocking Regulation or German law

(including section 7 of the Foreign Trade and Payments Ordinance,

Außenwirtschaftsverordnung, as amended) and, in such case, the legality, validity

and enforceability of this Clause 10.17shall not otherwise be affected;

for purposes of this Agreement, "Blocking Regulation" means any provision of Council

Regulation (EC) No 2271/1996 of 22 November 1996, as amended (or any law or regulation

implementing such Regulation in any member state of the European Union), Council

Regulation (EC) No 2271/1996 as it forms part of domestic law in the United Kingdom by

virtue of the European Union (Withdrawal) Act 2018, or any similar blocking or anti-boycott

law, regulation or statute in force from time to time.

10.18The Issuer undertakes that the Issuer will not, directly or indirectly, use the proceeds of the

bonds offer, or lend, contribute or otherwise make available such proceeds to any Subsidiary,

joint venture partner or other individual or entity to fund or facilitate any activities or business

of or with any Sanctioned Person or with any person located, operating, organized or

resident in any Sanctioned Country, or in any other manner that in each case would result in

a violation of Sanctions by any Person (including any individual or entity participating in the

offering, whether as underwriter, advisor, investor or otherwise) or otherwise be sanctionable

under any Sanctions. Any provision of this Clause 10.18 shall not apply if and to the extent

it is illegal, invalid or unenforceable as a result of any applicable Blocking Regulation or

German law (including section 7 of the Foreign Trade and Payments Ordinance,

Außenwirtschaftsverordnung, as amended) and, in such case, the legality, validity and

enforceability of this Clause 10.18shall not otherwise be affected.

10.19The indemnities set out in Clauses 10.13 through 10.14 above shall continue in full force

and effect notwithstanding any termination or expiry of this Agreement.

11Term of the Agreement; Variation of Appointment

11.1This Agreement enters into force upon execution and terminates when the Issuer has

redeemed, converted or repurchased and cancelled the Bonds or all obligations under the

Bonds have been fulfilled by the Issuer and the Agents have performed all their duties as

provided in this Agreement or by termination by any party hereto according to this Clause 11.

All remuneration and indemnity provisions in Clause 10 of this Agreement shall continue to

be in full force and effect notwithstanding any such termination.

11.2Subject to the provisions of § 13(b) of the Terms and Conditions, the Issuer may at any time

terminate the appointment of any Agent upon giving the relevant Agent not less than thirty

(30) days' prior notice by publication of such termination in accordance with § 14 of the Terms

and Conditions as well as a written notice to the relevant Agent.

11.3Any Agent may at any time resign as Agent by giving at least thirty (30) days' written notice

to the Issuer of such intention on its part, specifying the date on which its desired resignation

shall become effective.

11.4Any resignation under Clause 11.3 shall only take effect upon the appointment by the Issuer

of (i) in the case of the Principal Paying Agent, the Issuing Agent and Principal Conversion

Agent, a bank maintaining its head office or a branch in Germany and (ii) in the case of the

Calculation Agent only, a financial institution of international standing or financial advisor with

appropriate expertise as the successor Agent and the giving of not less than thirty (30) days'

notice of any such appointment by publication in accordance with § 14 of the Terms and

Conditions. If the Issuer fails to appoint a successor Agent by the tenth day before the

expiration of the notice given by the Agent in accordance with Clause 11.3 above, then the

relevant Agent may itself appoint as its replacement any reputable and experienced financial

institution meeting the terms of the previous sentence as a suitable successor Agent in the

name and for the account of the Issuer and its costs, and give notice thereof to the

Bondholders by publication in accordance with § 14 of the Terms and Conditions.

11.5Upon its resignation or removal becoming effective, the relevant Agent:

11.5.1shall forthwith transfer all moneys held by it hereunder to the successor Agent and

transfer the documents and records concerning the Bonds maintained by the

relevant Agent pursuant to this Agreement to the successor Agent; and

11.5.2shall be entitled to the payment by the Issuer of its fees and expenses for the

services rendered hereunder in accordance with the terms of Clause 10 of this

Agreement.

11.6Upon its appointment becoming effective, a successor Agent shall, without further act,

become vested with all the rights, duties and obligations of its predecessor with like effect

as if originally named as Agent hereunder.

11.7If any Agent determines to change its specified office it shall give to the Issuer and any other

Agent written notice of such determination giving the address of the new specified office and

stating the date on which such change is to take effect, which shall not be less than forty-

five (45) days thereafter. The relevant Agent, on behalf of the Issuer, shall within fifteen (15)

days of receipt of such notice (unless the appointment of the relevant Agent is to terminate

pursuant to the above provisions of this Clause 11 on or prior to the date of such change)

give or cause to be given not more than forty-five (45) days' nor less than thirty (30) days'

notice thereof to the Bondholders by publication in accordance with § 14 of the Terms and

Conditions.

11.8The right of the Issuer and any Agent to terminate this Agreement for severe cause

(Kündigung aus wichtigem Grund) shall not be affected hereby.

12Addresses and Notices

12.1All notices and communications under this Agreement shall be in written form transmitted by

e-mail or, letter. Each notice or communication shall be given as follows or any other form of

communication, including by telephone, if so agreed between the parties.

12.2Every notice or communication sent in accordance with Clause 12.1 above shall be effective

as follows:

12.2.1If sent by letter, when delivered; and

12.2.2if sent by e-mail, when the relevant receipt of such communication being read is

given, or where no read receipt is requested by the sender, at the time of receipt of

confirmation of receipt of the original email.

12.3In the case of Clause 12.2 above, any such notice or communication which would otherwise

take effect after 4:00 p.m. in the place of the addressee on any particular day shall not take

effect until 10:00 a.m. on the immediately succeeding Business Day in the place of the

addressee.

12.4All communication intended for the Issuer shall be sent to:

QIAGEN N.V.

Hulsterweg 82

5912 PL Venlo

The Netherlands

Attention: Global Treasury

Tel:+ 31 (77) 355-6642

Email:melanie.prang@qiagen.com and global.treasury@qiagen.com

12.5All communications intended for the Principal Paying Agent shall be sent to:

Deutsche Bank Aktiengesellschaft

Taunusanlage 12

60325 Frankfurt am Main

Federal Republic of Germany

Attention: Trust & Securities Services

Phone:+ 49 69 910 30094

Email:frankfurt.debtservices@db.com

12.6All communications intended for the Issuing Agent shall be sent to:

Deutsche Bank Aktiengesellschaft

Taunusanlage 12

60325 Frankfurt am Main

Federal Republic of Germany

Attention: Trust & Securities Services

Phone:+ 49 69 910 43530

Email:frankfurt.mmi@db.com

12.7All communications intended for the Principal Conversion Agent shall be sent to:

Deutsche Bank Aktiengesellschaft

Taunusanlage 12

60325 Frankfurt am Main

Federal Republic of Germany

Attention: Trust & Securities Services

Phone:+ 49 69 910 37392

Email:frankfurt.corpactions@db.com

earlyredemptions.desk@db.com

12.8All communications intended for the Calculation Agent shall be sent to:

Conv-Ex Advisors Limited

80 Coleman Street

London, EC2R 5BJ

United Kingdom

Attention: Calculation Agency Team

Email: Calculation.agent@conv-ex.com

12.9Changes to these addresses are effective upon delivery of written notice of change of address to

the parties hereto.

12.10Unless otherwise stated in this Agreement all information, statements and documents in

connection with this Agreement to be furnished to the Issuer or to any of the Agents shall be in

English or German (with respect to the Calculation Agent in English only).

13Conclusion of this Agreement

13.1This Agreement may also be concluded by an exchange of signed signature pages,

transmitted by means of telecommunication (telekommunikative Übermittlung), by electronic

photocopy.

13.2If this Agreement is concluded in accordance with Clause 13.1 above, the parties will

transmit the executed signature pages to Catrin Retzmann of Linklaters LLP, Frankfurt am

Main, catrin.retzmann@linklaters.com ("Recipient"). The Agreement is considered

concluded once the Recipient has actually received the executed signature pages from all

parties and at the time of the receipt of the last outstanding signature pages.

13.3For the purposes of this Clause 13 only, each of the parties appoints the Recipient as its

proxy (Empfangsbote) and expressly permits (ermächtigen) the Recipient to collect the

signed signature pages from all and for all parties to this Agreement.

13.4For the avoidance of doubt, the Recipient has no further duties connected with its position

as Recipient. In particular, the Recipient can assume the conformity to the authentic originals

of the signature pages transmitted to it by means of telecommunication, the genuineness of

all signatures on the original signature pages and the signing authority of the signatories.

14Partial Invalidity

Should any of the provisions of this Agreement be or become void (nichtig), invalid or due to

any reason ineffective (unwirksam) in any respect under the law of any relevant jurisdiction,

this will indisputably (unwiderlegbar) not affect the validity or effectiveness of the remaining

provisions and this Agreement will remain valid and effective, save for the void, invalid or

ineffective provisions, without any party having to argue (darlegen) and/or prove (beweisen)

the parties intent to uphold this Agreement even without the void, invalid or ineffective

provisions. The void, invalid or ineffective provision is deemed replaced by such valid and

effective provision that in legal and economic terms comes closest to what the parties

intended or would have intended in accordance with the purpose of this Agreement if they

had considered the point at the time of conclusion of this Agreement. The aforesaid applies

mutatis mutandis to any unintended gap (Regelungslücke) in this Agreement.

15Governing Law, Place of Performance, Jurisdiction

15.1This Agreement, including the choice of forum Clause 15.3 below, and any non-contractual

obligations arising out of or in connection with it is governed by, and construed in accordance

with, the laws of the Federal Republic of Germany.

15.2The place of performance shall be Frankfurt am Main.

15.3Non-exclusive place of jurisdiction to settle any dispute arising out of or in connection with

this Agreement (including a dispute relating to the existence, validity or termination of this

Agreement or any non-contractual obligation arising out of or in connection with this

Agreement) shall be the competent courts in Frankfurt am Main.

16Miscellaneous

16.1The Annexes form part of this Agreement.

16.2All determinations, calculations and adjustments made by the Agents will be made in

conjunction with the Issuer and will, in the absence of manifest error, be conclusive in all

aspects and binding upon the Issuer and all Bondholders.

16.3Each Agent (any of its affiliates) may purchase, hold and dispose of Bonds and may enter

into any transaction (including, among other transactions, any depositary, trust or agency

transaction) with any Bondholder or with any party hereto in the same manner as if it had

not been appointed as the Agent of the Issuer.

16.4Changes and amendments to this Agreement shall only be valid if made in writing. This

requirement may only be annulled in writing.

16.5This Agreement is signed in three counterparts, one for the Issuer and one for each of the

Agents.

Annex A

Form of Terms and Conditions of the Bonds

NOT FOR DISTRIBUTION IN OR INTO THE U.S., AUSTRALIA, JAPAN, SOUTH AFRICA

OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE

PROHIBITED BY APPLICABLE LAW OR TO US PERSONS

Terms and Conditions of the Bonds

(the "Terms and Conditions")

§ 1Certain Definitions

In these Terms and Conditions, the following terms will have the following meanings:

(a)General Definitions.

"Agent(s)" has the meaning set out in § 13(a).

"Aggregate Conversion Principal Amount" means the aggregate principal amount

of Bonds delivered by a Bondholder for conversion with a single Conversion Notice as

determined by the Principal Conversion Agent in accordance with § 8(b)(iii).

"BGB" means the German Civil Code (Bürgerliches Gesetzbuch), as amended.

"Bond(s)" has the meaning set out in § 2(a).