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, 2024

☐	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, 2024 was 222,290,848.

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 effective 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 around 2:10 P.M. Central European Time. This rate at March 26, 2025, was $1.0788 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 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 4
Table of Contents
	Overview
---	---
5	QIAGEN Shares
	Management Report
10	Business and Operating Environment
24	Operating and Financial Review
37	Risks and Risk Management
	Corporate Governance
53	Governance Structure
55	Managing Board
57	Supervisory Board
63	Board-Related Matters
65	Shareholder Meetings and Share Capital
70	Additional Information
76	Compensation of Managing Board Members and Supervisory<br><br>Directors			Consolidated Financial Statements
---	---
82	Report of Independent Registered Public Accounting Firm
86	Report of Independent Registered Public Accounting Firm
88	Consolidated Balance Sheets
90	Consolidated Statements of Income
91	Consolidated Statements of Comprehensive Income
92	Consolidated Statements of Changes in Equity
93	Consolidated Statements of Cash Flows
95	Notes to Consolidated Financial Statements
	Appendices
168	Articles of Association
180	Principal Accountant Fees and Services
180	Change in Registrant's Certifying Accountant
181	Taxation
187	Government Regulations
200	Exchange Controls
200	Documents on Display
200	Controls and Procedures
201	Disclosure under Section 219 of ITRA
203	Reference Table Form 20-F
207	Exhibit Index
208	Signatures
QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 5
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Overview

QIAGEN Shares

Market Environment

In 2024, the global economy experienced modest growth amid a complex

landscape of challenges and developments. The United Nations reported a

global economic growth rate of 2.8% for 2024, consistent with the previous

year and below the pre-pandemic average of 3.2%. In 2024, global stock

markets exhibited robust performance, with notable regional variations.

The U.S. stock market saw significant growth in 2024, with the S&P 500

gaining 23% and the Dow Jones Industrial Average rising 13%, fueled by

strong performances in technology and industrial sectors alongside easing

inflation and favorable monetary policies. Many mega-cap tech companies

excelled, driven by advancements in AI (artificial intelligence), cloud computing

and digital innovation.

The German stock market, led by the DAX Index of the 40 largest blue-chip

stocks in Germany (which includes QIAGEN), gained 19% in 2024, driven by

economic recovery, declining inflation and supportive European Central Bank

policies that included rate cuts. Key sectors such as industrials, automotive and

renewable energy advanced on strong exports and technological

advancements.

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 Prime Standard segment, 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 European investors 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 shares while increasing the

opportunity to attract investors, particularly those in the U.S. restricted to

holding only U.S. dollar-denominated investments.

Share Price and Liquidity

In 2024, QIAGEN, listed as QGEN on the NYSE and QIA on the Frankfurt

Stock Exchange, delivered modest growth in a challenging environment for the

industry. On the NYSE, QGEN grew about 3%, reflecting a steady upward

trend in line with sector peers. Likewise on the Frankfurt Exchange, QIA rose

9% over the year, mirroring the positive trajectory observed on the NYSE.

The stock price increase for QIAGEN in 2024 reflected solid financial

performance against broader adverse market conditions and sector-specific

challenges, leading to relatively flat growth compared to major indices. The

post-pandemic economic recovery drove higher demand for diagnostic and

research tools, while competition to develop new innovations continued in the

Life Sciences sector.

Our shares continued to offer high liquidity, with an average daily trading

volume of approximately 1.7 million in 2024 – approximately 1.1 million in the

U.S. and 0.5 million in Germany.

As of December 31, 2024, the free float, which affects weighting of QIAGEN

shares in various indices, was approximately 99%.

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 6
Overview

Shareholder Structure

QIAGEN's global investor base includes over 500 identified institutional

investors, with approximately 60% in North America, 35% in Europe and the

remainder in other regions. As of the end of 2024, the Managing Board and

Supervisory Board collectively held less than 1% of QIAGEN’s outstanding

Common Shares.

Market Capitalization

	2024
Year-end market capitalization (in $ million)	9,899
Year-end market capitalization (in € million)	9,569

Annual Shareholder Meeting

At the Annual General Meeting on June 21, 2024, in Venlo, The Netherlands,

shareholders overwhelmingly approved all agenda items. A total of 76% of

QIAGEN shares were voted at the meeting, representing approximately 170.7

million of QIAGEN's 223.9 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. In June 2024, QIAGEN hosted its Capital Markets Day at

the New York Stock Exchange, outlining its strategic vision and financial targets

through 2028.

QIAGEN's Investor Relations team has been consistently recognized as having

one of the top teams in the EMEA region within the MedTech industry and also

among the top five in the Healthcare sector.

Investor events hosted by QIAGEN have been particularly recognized for

improving investor access through virtual formats.

2024 Shareholder Structure by Geography

5150

2024 Shareholder Structure by Investor Type

5154

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 7
Overview

QIAGEN Share Indices and Prices - NYSE

Our shares have traded on the New York Stock Exchange (NYSE) since 2018

under the symbol QGEN. Prior to the transition to the NYSE, our Common

Shares were traded on NASDAQ since the IPO (Initial Public Offering) in 1996

under the same QGEN ticker.

New York Stock Exchange (NYSE)	2024
Year-end price	$44.53
High	$47.44
Low	$39.03
Average daily trading volume (in million shares)	1.12

5449

QIAGEN Share Indices and Prices - Germany

Our shares, traded on the Frankfurt Stock Exchange (XETRA) under the symbol

QIA since a secondary IPO in September 1997, joined the DAX Index of the

40 largest blue-chip stocks in September 2021, reflecting our status among

Germany's top publicly traded companies by market capitalization.

Frankfurt Stock Exchange (XETRA)	2024
Year-end price	€43.05
High	€44.13
Low	€36.59
Average daily trading volume (in million shares)	0.54

5788

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 8
Overview

QIAGEN Historical Share Price History - NYSE

The following tables set forth the annual high and low sale prices for the last

five years, the quarterly high and low sale prices for the last two years and the

monthly high and low sale prices for the last six months on the NYSE.

	High ($)	Low ($)
Annual:
2020	55.27	32.97
2021	59.00	45.58
2022	55.12	40.38
2023	51.18	34.74
2024	47.44	39.03			High ($)	Low ($)
---	---	---
Quarterly 2023:
First Quarter	51.18	45.08
Second Quarter	46.99	43.80
Third Quarter	47.70	38.98
Fourth Quarter	43.73	34.74
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 (through March 26)	47.93	37.63			High ($)	Low ($)
---	---	---
Monthly:
October 2024	45.51	41.51
November 2024	45.35	40.35
December 2024	46.66	43.23
January 2025	47.93	43.55
February 2025	44.20	38.16
March 2025 (through March 26)	40.13	37.63
QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 9
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Overview

QIAGEN Historical Share Price History - Germany

The following tables set forth the annual high and low sale prices for the last

five years, the quarterly high and low sale prices for the last two years and the

monthly high and low sale prices for the last six months.

	High (€)	Low (€)
Annual:
2020	46.95	29.55
2021	51.56	37.38
2022	49.37	37.95
2023	48.36	32.74
2024	44.13	36.59			High (€)	Low (€)
---	---	---
Quarterly 2023:
First Quarter	48.36	41.57
Second Quarter	43.47	39.62
Third Quarter	43.39	36.73
Fourth Quarter	40.07	32.74
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 (through March 26)	47.53	35.00			High (€)	Low (€)
---	---	---
Monthly:
October 2024	41.23	38.36
November 2024	42.69	38.13
December 2024	44.13	40.88
January 2025	47.53	41.35
February 2025	42.84	36.62
March 2025 (through March 26)	37.10	35.00
QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 10
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Management Report

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

R&D and industrial applications, primarily forensics) and Molecular Diagnostics

for clinical healthcare. As of December 31, 2024, we employed more than

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

focusing our resources on a group of Pillars that represented approximately

70% of sales in 2024 and are expected to reach combined sales of

approximately $2 billion in 2028. 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 tuberculosis (TB).

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

through debt offerings and the public sales of equity securities.

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 50 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 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 11
Management Report

Operating Environment

Economic Environment

The global economy grew by approximately 2.8% in 2024, consistent with the

previous year. This growth trajectory can be attributed to persistent inflationary

pressures, elevated borrowing costs and geopolitical uncertainties which

continued to weigh on economic performance. While central banks around the

world made strides in moderating inflation, the effects of sustained monetary

tightening and higher interest rates curtailed growth in developed economies.

The U.S. Dollar Index displayed moderate volatility in 2024, influenced by

varying monetary policies, fluctuating commodity prices and divergent regional

growth trends.

Industry Environment

Life Sciences and Molecular Diagnostics continued to experience diverging

trends in 2024. While weaker markets in China and reduced capital spending

on instruments and automation systems created headwinds for the industry,

certain sectors saw notable growth, particularly in areas such as infectious

disease testing.

The pandemic had led to significant growth in the installed base of instruments,

and companies were now seeking to leverage this base for other applications

in Life Sciences and Molecular Diagnostics. Although numerous smaller

companies have emerged in recent years, larger companies such as QIAGEN

boast the crucial advantages of better global R&D, distribution and production

capacity, as well as brand recognition, to drive the adoption of their platforms

like QIAstat-Dx and QIAcuity for expanded use in infectious disease, oncology,

academic and biopharmaceutical research.

The addressable Life Sciences and Molecular Diagnostics industry segments

generate an estimated $11 billion of annual sales and are expected to

maintain a healthy rate of single-digit sales growth in the coming years. Key

growth drivers include continued research funding to advance our

understanding of biology as well as consistently strong medical demand for

molecular clinical testing.

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 involve our consumables kits,

bioinformatics solutions, royalties, co-development milestone payments and

services (89% of total net sales in 2024); and

•Instruments and related services and contracts (11% of total net sales in

2024).

QIAGEN Product Groups

Sample Technologies

Sample technologies represent one of our Pillars and includes products involved

in the first step of any molecular lab process.

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 12
Management Report

20240212 Infographic.jpg

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		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	miRNA
Tubes / plates	High-throughput	Proteins<br><br>Circ. Tumor cells		Selected biological samples
---	---	---
	Tissue	Stool
	Cells	Saliva
	Blood	Other body<br><br>fluids
	Serum	Bone
	Plasma	Plants
	Urine	Soil

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 2024	Overview	Management Report
Management Report
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>•AdnaTest<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

Diagnostic Solutions

Diagnostic solutions include our molecular testing platforms and consumables

covering two of our Pillars with QuantiFERON and QIAstat-Dx, as well as

Precision Diagnostics which involves companion diagnostic co-development

revenues from projects with pharmaceutical companies, regulated assays and

solutions for laboratory developed tests. Additional areas include Oncology

and Sexual & Reproductive Health for detection of various diseases and for

other laboratory processes.

QIAGEN N.V.	Financial Report 2024	Overview	Management Report
Management Report
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 & 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 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 15
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Management Report

Genomics / NGS

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

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 also integrated into many QIAGEN consumables and<br><br>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
Custom laboratory and genomic services
•Custom services such as DNA sequencing, whole genome amplification and non-cGMP DNA production	•Provided on an individualized contract basis

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 R&D and applied testing). Sales to these groups were as

follows:

Net sales (in millions)	2024	2023	2022
Molecular Diagnostics	$1,078.6	$1,035.5	$1,126.2
Life Sciences	899.6	929.8	1,015.3
Total	$1,978.2	$1,965.3	$2,141.5

We estimate the current total addressable market at approximately $11 billion

annually with estimates indicating market growth to approximately $13 to $14

billion annually by 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

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 16
Management Report

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. In 2024, we

continued to expand on these partnerships with new agreements, for example,

a collaboration with Eli Lilly to develop an IVD panel for detecting APOE

genotypes. We also expanded our partnership with AstraZeneca to develop

and commercialize companion diagnostics for complex chronic diseases based

on our QIAstat-Dx platform. Additionally, we entered into a master

collaboration agreement with Myriad to develop lab-developed and

distributable kit-based companion diagnostics in oncology. Companion

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 R&D 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.

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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.

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, 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 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 non-competitive.

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.

QIAGEN N.V.	Financial Report 2024	Overview	Management Report
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Net sales (in millions)	2024	2023	2022
---	---	---	---
Consumables and related<br><br>revenues	$1,760.2	$1,726.2	$1,888.9
Instrumentation	218.0	239.1	252.6
Total	$1,978.2	$1,965.3	$2,141.5

Geographical Information

We sell our products in more than 170 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)	2024	2023	2022
United States	$942.0	$935.3	$909.6
Other Americas	89.6	84.8	88.1
Total Americas	1,031.6	1,020.1	997.8
Europe, Middle East and<br><br>Africa	648.5	624.6	733.5
Asia Pacific, Japan and<br><br>Rest of World	298.2	320.7	410.3
Total	$1,978.2	$1,965.3	$2,141.5

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, 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 in Molecular Diagnostics and Life Sciences. 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 novel 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 deep 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.

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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

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 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.

Since the onset of the pandemic, there has been 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 customers 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 & 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 new 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 a wide range of questions about our products and molecular biology

procedures, online or via phone, with Ph.D. and M.Sc. scientists at QIAGEN.

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 existing 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

personalized 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.

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Intellectual Property, Proprietary Rights and Licenses

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

property. In 2024, additions to our intangible assets outside of business

combinations totaled $3.5 million, and as of December 31, 2024, patent and

license rights, net totaled $44.0 million. While we do not depend solely on any

individual patent or technology, we are significantly dependent in the

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,

2024, we owned 282 issued patents in the United States, 229 issued patents

in Germany and 1,615 issued patents in other major industrialized countries.

We had 346 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 upon commencement 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 in certain circumstances and to other

specific 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, non-discrimination 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 2024, the availability of goods improved, and material costs stabilized by

mid-year. To ensure the procurement of raw materials and mitigate availability

issues, we use long-term supply contracts as needed. In 2025, markets are

experiencing increased pressure due to ongoing geopolitical tensions,

especially within Asia. The Company’s strong material positions and thorough

coverage ensure that customer product availability remains unaffected at

present. However, uncertainty remains about how the market might respond.

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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, 2023 on May 31, 2024 and will update our disclosures as

required.

Description of Property

Our primary production and manufacturing facilities for consumable products

are located in Germany, the United States, Spain and China. Our facilities for

software development are located in the United States, Germany, Poland,

Denmark and Romania and our Center of Excellence for the development of

companion diagnostics for personalized healthcare is located in the United

Kingdom. Our production and manufacturing operations are highly integrated

and benefit from sophisticated inventory control. Production management

personnel are highly qualified, and many have advanced degrees in

engineering, business and science. We also have installed, and continue to

expand, production-planning systems that are included in our integrated

information and control system based on the SAP R/3 business software

package from SAP SE. Worldwide, we use SAP R/3 software to integrate most

of our operating subsidiaries and are currently undergoing a multi-year

implementation of S/4HANA.

In recent years, we have made investments in automated and interchangeable

production equipment to increase our production capacity and improve

efficiency. Additionally, in 2024, in an effort to decrease our reliance on

carbon-based energy and lower our carbon emissions, we invested in

equipping our Hilden, Germany facility with an emergency power supply and

renewable heating systems. Capital expenditures for property, plant and

equipment totaled $167.2 million, $149.7 million and $129.2 million for

2024, 2023 and 2022, respectively.

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 001: 2015, ISO

13485:2016, MDSAP. By the end of 2025, we aim to complete 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, The Netherlands. The below

table summarizes our largest facilities. Other subsidiaries throughout the world

lease smaller amounts of space.

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance
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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
Ann Arbor, Michigan	U.S.	Manufacturing, warehousing, distribution and administration	Leased	109,000
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
Wroclaw	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

Each of our owned facilities in Hilden, Germany and Germantown, Maryland

has capacity for future expansion of up to 300,000 square feet of facility

space. Our facility in Ann Arbor, Michigan will be closed in 2025 following

the decision to discontinue the NeuMoDx portfolio as discussed in Note 6 "Exit

Costs and Impairments."

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.

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The following tables provide information on the number of employees by

geographical region and main category of activity as of December 31, 2024,

2023 and 2022:

Employees by region	2024	2023	2022
Americas	1,252	1,329	1,370
Europe, Middle East &<br><br>Africa	3,352	3,453	3,558
Asia Pacific, Japan and<br><br>Rest of World	1,161	1,185	1,250
Total	5,765	5,967	6,178	Employees by function	2024	2023	2022
---	---	---	---
Production	28%	28%	29%
Research & Development	18%	18%	17%
Sales	37%	37%	37%
Marketing	6%	6%	6%
Administration	11%	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 2024, part-time employees represented 5.7% of our workforce, and

temporary employees with a fixed-term work contract represented 6.4%.

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Operating and Financial Review

This section contains a number of forward-looking statements. These statements

are based on current management expectations, and 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 2024 with comparisons to 2023. For

discussion of the year ended December 31, 2023, compared to 2022, refer to

our December 31, 2023 Annual Report.

Operating Results

Overview

Financial highlights of 2024 include:

•In 2024, total net sales increased 1% supported by improving growth trends

and our highly recurring revenues which make up more than 85% of total net

sales. In June 2024, we decided to discontinue the NeuMoDx portfolio.

Sales from our core product portfolio (excluding discontinued products such

as NeuMoDx and DIALUNOX) grew 2% in 2024. Changes in foreign

currency rates negatively impacted net sales by approximately one

percentage point.

•The operating income margin in 2024 was 4.9% of sales compared to

20.9% in 2023, reflecting costs incurred in connection with the initiatives

started in 2024 to streamline operations and improve overall efficiency and

profitability of the company.

•Net cash provided by operating activities increased 47% to $674 million in

2024 from $459 million in 2023. Results in 2024 reflected the reduced

working capital requirements and a strong focus on cash flow optimization.

We continue to invest in growth initiatives with a high level of investment into

research and development for menu expansion of our key platforms as well as

our IT infrastructure. Overall, the financial results for 2024 reflect our strategic

efforts to increase profitability and grow through targeted investment,

positioning us for future success while navigating the associated financial

impacts in the short term.

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 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 25
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Year Ended December 31, 2024, Compared to 2023

Net Sales

(in millions)	2024	2023
Product type	Net sales	Net sales	% change
Consumables and related revenues	1,760.2	1,726.2	+2%
Instruments	218.0	239.1	-9%
Net sales	1,978.2	1,965.3	+1%
Customer class
Molecular Diagnostics	1,078.6	1,035.5	+4%
Life Sciences	899.6	929.8	-3%
Net sales	1,978.2	1,965.3	+1%

All values are in US Dollars.

(in millions)	2024	2023
Product group	Net sales	Net sales	% change
Sample technologies	642.0	663.0	-3%
Diagnostic solutions	748.9	697.6	+7%
PCR / Nucleic acid amplification	300.5	300.2	0%
Genomics / NGS	233.6	238.9	-2%
Other	53.2	65.6	-19%
Net sales	1,978.2	1,965.3	+1%

All values are in US Dollars.

Sample technologies involve the sale of consumables kits and instruments

for use in obtaining DNA, RNA and proteins from biological samples. This

product group declined 3% in 2024 to $642.0 million due to a modest sales

decline in manual kits and challenging instrument sales trends that continued

throughout the year. Sales results for 2024 were adversely impacted by

approximately one percentage point of currency movements over the prior

year.

Diagnostic Solutions involve the sale of regulated consumables 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 2024 to

$748.9 million, driven by solid gains in consumables sales that absorbed the

decline in instrument sales. QuantiFERON-TB test for latent tuberculosis (TB)

detection maintained 11% increase in sales, supported by solid demand in all

regions on conversion from tuberculin skin test. QIAstat-DX grew 24% in 2024

on sales gains in both consumables and instrument sales, as syndromic testing

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 26
Management Report

system surpassed the 2024 goal with over 660 new placements. The

NeuMoDx system remains on track for discontinuation in mid-2025.

PCR / Nucleic Acid Amplification involves consumables kits and

instruments used in non-regulated applications. Overall product group sales

were slightly higher in 2024 to $300.5 million, on gains in consumables

despite ongoing challenging instrument purchasing trends. Sales in this product

group were adversely impacted by unfavorable currency movements against

the U.S. dollar by less than one percentage point in 2024.

Genomics / NGS involves our portfolio of universal solutions as well as the

full QIAGEN Digital Insights (QDI) portfolio. Sales in this product group

declined 2% to $233.6 million in 2024 and were adversely impacted by

unfavorable currency movements against the U.S. dollar of one percentage

point. Growth in the clinical portfolio was more than offset by a decline in the

discovery portfolio as well as lower QDI sales which were adversely impacted

by the ongoing transition to SaaS (software-as-a-service) subscription models,

particularly in the pharmaceutical sector, from longer-term licensing

agreements.

Net Sales

(in millions)
Geographic region	2024	2023	% change
Americas	$1,031.6	$1,020.1	+1%
Europe, Middle East and<br><br>Africa	648.5	624.6	+4%
Asia Pacific, Japan and<br><br>Rest of World	298.2	320.7	-7%
Net sales	$1,978.2	$1,965.3	+1%

The 1% increase in the Americas region in 2024 reflects the U.S. and

improving demand for QuantiFERON, QIAstat-Dx and QIAcuity consumables.

Higher sales were also seen in Canada and Brazil compared to the year-ago

period.

The Europe, Middle East and Africa (EMEA) region's overall sales rose

4% to $648.5 million in 2024. Among the top-performing countries in 2024

were Turkey, Belgium, South Africa, Italy and France.

The Asia Pacific, Japan and Rest of World region saw an overall sales

decline in 2024, reflecting challenging macro trends in China over the prior

year. Sales in this region were adversely impacted by two percentage points

from unfavorable currency movements against the U.S. dollar.

Gross Profit

(in millions)	2024	2023	% change
Gross profit	$967.4	$1,233.7	-22%
Gross margin	48.9%	62.8%

The decline in gross margin in 2024 reflects higher costs stemming from total

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 "Exit Costs and Impairments."

Following the impairments of acquisition-related intangibles, these higher costs

were partially offset by lower amortization expense which declined to $58.5

million in 2024 compared to $64.2 million in 2023.

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 2024, 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 2%. Additionally, the

impact of the sales mix was also favorable within the instrumentation category,

where net sales declined by 9%, mitigating the effect of lower-margin products.

Furthermore, gross profit was positively impacted by $4.8 million of favorable

currency movements in cost of sales.

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Operating Expenses

(in millions)	2024		2023
	Expenses	% of net sales	Expenses	% of net sales	% change
Sales and marketing	$450.9	22.8%	$459.9	23.4%	-2 %
Research and development	193.5	9.8%	198.5	10.1%	-3 %
General and administrative	113.4	5.7%	119.3	6.1%	-5 %
Acquisition-related intangible amortization	9.6	0.5%	10.8	0.5%	-11 %
Restructuring, acquisition, integration and other, net	102.2	5.2%	35.3	1.8%	+189 %
Total operating expenses	$869.6	44.0%	$823.8	41.9%
Income from operations	$97.7	4.9%	$409.9	20.9%

Sales and Marketing

Sales and marketing expenses declined 2% to $450.9 million in 2024 and

declined to 22.8% of sales from 23.4% in 2023. The overall decrease in sales

and marketing expenses primarily reflects lower supply chain costs as well as a

favorable currency impact of $3.1 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 the

new habits of customers and enhance customer engagement with a focus on

greater efficiency and effectiveness.

Research and Development

Research and development expenses decreased 3% to $193.5 million in 2024

and decreased to 9.8% of sales from 10.1% in 2023. The decrease reflects the

June 2024 decision to discontinue the NeuMoDx system partially offset by $1.0

million of unfavorable currency exchange movements. 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 declined 5% to $113.4 million in 2024

and declined to 5.7% of sales from 6.1% in 2023. These results reflect lower

share-based compensation expense together with efficiency gains across many

administrative functions partially offset by investments into our information

technology systems (including an upgrade of the SAP enterprise resource

planning system) and into cyber security measures. Results for 2024 include a

favorable currency impact of $0.2 million. We expect future costs to increase

due to higher licensing and information technology costs as well as increased

cyber security costs.

Acquisition-Related Intangible Amortization

Amortization expense on acquisition-related intangibles within operating

expense declined 11% to $9.6 million in 2024 from $10.8 million in 2023.

The decrease reflects the full amortization of certain previously acquired assets

and lower amortization following impairments of the NeuMoDx related

intangible assets after the June 2024 decision to discontinue the portfolio.

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Amortization expense related to developed technology and patent and license

rights acquired in business combinations are included in 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

Restructuring, acquisition, integration and other, net expenses increased to

$102.2 million in 2024, or 5.2% of sales, from $35.3 million, or 1.8% of

sales, in 2023. Expenses incurred in 2024 included charges related to the

2024 efficiency program, as discussed further in Note 6 "Exit Costs and

Impairments," as well as integration costs related to our acquisition of Verogen,

Inc. in January 2023. Expenses incurred in 2023 included charges related to

the 2022 restructuring program as well as costs related to the acquisition of

Verogen, Inc.

Other Income (Expense), net

(in millions)	2024	2023	% change
Interest income	$68.0	$79.0	-14%
Interest expense	(43.8)	(53.4)	-18%
Other expense, net	(0.7)	(5.7)	-87%
Total other income,<br><br>net	$23.4	$19.9	+18%

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 2024

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

2024 compared to 2023 is driven by the repayment of the Cash Convertible

Senior Notes (2024 Notes) that matured in November 2024 totaling $500.0

million and the repayment of two tranches of 2017 Schuldschein in June 2024

for $101.5 million, partially offset by the issuance of convertible notes in

September 2024 totaling $500.0 million. Interest expense was also lowered by

capitalized interest associated with assets under construction.

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.

For the year ended December 31, 2023, other expense, net was $5.7 million

and included a loss of $5.8 million on foreign currency transactions and $4.2

million of impairments in non-marketable investments not accounted for under

the equity method, partially offset by $4.2 million of income from equity method

investments.

Income Tax Expense

(in millions)	2024	2023
Income before income<br><br>taxes	$121.1	429.8
Income tax expense	37.5	88.5
Net income	$83.6	341.3
Effective tax rate	31.0%	20.6%

All values are in US Dollars.

In 2024, our effective tax rate was 31.0% compared to 20.6% in 2023. Our

effective tax rate differs from the Netherlands' statutory tax rate of 25.8% due

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

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 29
Management Report

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 Dubai (United Arab

Emirates) and Poland in 2024. 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, 2024, 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 the January 2024 capital

repayment to shareholders and to repay debt, while our investing activities

have focused on capital expenditure requirements and acquisitions.

(in millions)	2024	2023
Cash and cash equivalents	$663.6	$668.1
Short-term investments	489.4	389.7
Total cash and cash equivalents and<br><br>short-term investments	$1,153.0	$1,057.8
Working capital	$1,416.2	$1,068.3

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, 2024, cash and cash

equivalents had decreased by $4.5 million from December 31, 2023, primarily

as a result of cash used in financing activities of $422.9 million and cash used

in investing activities of $249.2 million, partially offset by cash provided by

operating activities of $673.6 million as discussed in the Cash Flow Summary

below.

(in millions)	2024	2023
Net cash provided by operating activities	$673.6	$459.5
Net cash used in investing activities	(249.2)	(87.7)
Net cash used in financing activities	(422.9)	(433.8)
Effect of exchange rate changes on cash and<br><br>cash equivalents	(6.0)	(0.6)
Net decrease in cash and cash<br><br>equivalents	($4.5)	($62.6)
QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 30
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Cash Flow Summary

Operating Activities

For the year ended December 31, 2024, we generated net cash from

operating activities of $673.6 million compared to $459.5 million in 2023,

due to lower working capital requirements and a strong focus on cash flow

optimization. While net income was $83.6 million in 2024, non-cash

components in income included $203.3 million of depreciation and

amortization and $203.4 million non-cash impairments primarily recorded in

connection with the program discussed in Note 6 "Exit Costs and Impairments,"

$43.6 million of share-based compensation and $18.4 million of amortization

of debt discount and issuance costs. Cash flow impacts from operating assets

and liabilities primarily reflect reduced working capital requirements including

improved accounts receivable trends and reduced days in inventory. Given that

we rely heavily 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 $249.2 million of cash was used in investing activities in 2024

compared to $87.7 million in 2023. Investing activities during 2024 consisted

principally of $685.9 million for purchases of short-term investments, $167.2

million in cash paid for purchases of property and equipment and $4.1 million

paid for intangible assets partially offset by $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 as discussed in

Note 14 "Derivatives and Hedging."

Cash used in investing activities during 2023 consisted principally of $1.0

billion for purchases of short-term investments, $149.7 million for purchases of

property, plant and equipment, $149.5 million of net cash paid for the

acquisition of Verogen, Inc., $13.1 million paid for intangible assets and

$66.6 million paid to our derivative counterparties to collateralize our

derivative liabilities with them. This was partially offset by cash inflows of $1.3

billion from the redemption of short-term investments.

Financing Activities

For the year ended December 31, 2024, cash used in financing activities was

$422.9 million compared to $433.8 million in 2023. Financing activities

during 2024 included $601.5 million for the repayment of long-term debt,

$292.1 million capital repayment made as part of a synthetic share repurchase

discussed in Note 18 "Equity" 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.

In 2023, cash used in financing activities totaled $433.8 million and consisted

of $400.0 million for the repayment of long-term debt, $17.7 million paid in

connection with net share settlement for tax withholding related to the vesting of

stock awards and $16.3 million paid to our derivative counterparties to

collateralize derivative assets that we hold with them.

Other Factors Affecting Liquidity and Capital Resources

As of December 31, 2024, we carry $1.4 billion of long-term debt, of which

$0.1 billion is current and $1.3 billion is long-term.

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 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.

$280.1 million was returned to shareholders through the transaction, which

reduced the total number of issued Common Shares by approximately 2.8% to

217.7 million (of which 1.6 million are held in Treasury Shares) as of January

31, 2025.

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

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 31
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one-year period. No amounts were utilized during 2024. 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. We have additional credit lines totaling

€13.0 million with no expiration date. None of these credit lines were utilized

in 2024.

In September 2024, we issued $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. The transaction was

announced on January 7, 2024 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.

$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 ($371.5 million) due in various periods through 2035 as described

more fully in Note 16 "Debt." All but one of the tranches have interest rates

linked to our ESG performance. As of December 31, 2024, a total of $383.7

million is outstanding.

In December 2020, we issued $500.0 million aggregate principal amount of

zero coupon Convertible Notes due in 2027 (2027 Notes). The 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 $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 $400.0 million aggregate principal amount of

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, 2024, a total of $15.1 million is outstanding.

We have lease obligations, including interest, in the aggregate amount of

$135.3 million, of which $27.1 million was current as of December 31, 2024.

We also have purchase obligations of $83.5 million and license commitments

of $5.9 million. In connection with certain acquisitions that we have completed,

QIAGEN could be required to make additional contingent cash payments of up

to $11.8 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 $112.9 million as of December 31, 2024.

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, 2024, 2023

and 2022.

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.

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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 overall objective of our risk management

is to reduce the potential negative earnings effects 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 and / or options, to manage potential losses from foreign

currency exposures and variable rate debt. 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.

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. Due to

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.

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We have significant production and manufacturing facilities located in

Germany and inter-company sales of inventory also expose us to foreign

currency exchange rate risk. Inter-company 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 inter-company payables and

receivables, as well as inter-company foreign exchanged swaps and forward

contracts in order to centralize the foreign exchange rate risk to the extent

possible. We have entered in the past and may enter in the future into foreign

exchange derivatives including forwards, swaps and options to manage the

remaining foreign exchange exposure.

Interest Rate Risk

We use interest rate derivatives to align our portfolio of interest-bearing assets

and liabilities with our risk management objectives. We use interest rate

derivative contracts on certain borrowing transactions to hedge interest rate

exposures. We have previously entered into interest rate swaps in which we

agree to exchange, at specified intervals, the difference between fixed and

floating interest amounts calculated by reference to an agreed-upon notional

principal amount.

At December 31, 2024, we had $663.6 million in cash and cash equivalents

as well as $489.4 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 $5.3 million.

Borrowings against lines of credit are at variable interest rates. We had no

amounts outstanding against our lines of credit at December 31, 2024.

A hypothetical adverse 10% movement in market interest rates would not have

materially impacted our financial statements.

At December 31, 2024, we had $1.4 billion in long-term debt of which

$198.7 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

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 statement of financial

position.

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

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a result of counterparty default. In order to minimize our exposure with any

single counterparty, we have entered into all derivative agreements, with the

exception of the Call Spread Overlay which expired in 2024, under master

agreement which allow us to manage the exposure with the respective

counterparty on a net basis. Most of these master agreements, include bilateral

collateral agreements.

Commodities

We have exposure to price risk related to anticipated purchases of certain

commodities used as raw materials in our business.

A change in commodity prices may alter the gross margin but, due to 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

Since our inception, we have not paid dividends on our Common Shares.

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

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. 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.

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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

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 dates, 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

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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 utilize 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 of our 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 of our 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

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 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.

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.

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Risks and Risk Management

Risk Management

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 by 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 both 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.

Risk Classification and Assessment

We categorize risks into three main types:

•Base business risks – Specific to QIAGEN or our industry, threatening our

existing business.

•Business growth risks – Specific to QIAGEN or our industry, impacting future

growth opportunities.

•Underlying business risks – Broad risks affecting many public companies, not

limited to our industry.

All risks are assessed based on their likelihood and potential financial 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.

Monitoring and Reporting

We report risk assessments and updates regularly to the Audit Committee of the

Supervisory Board. Specific risks that are newly identified or have changed

since the last assessment are reviewed each quarter. At least annually, the

Supervisory Board evaluates the Company’s corporate strategy, risk profile,

and the effectiveness of our risk management and internal control systems.

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 Classification
---
Base Business Risk
•Competitive business threats<br><br>•Complexity of product portfolio<br><br>•Dependence on key customers for single product groups<br><br>•Dependence on individual production sites or suppliers<br><br>•Purchasing initiatives, price controls and changes to reimbursements<br><br>•Production risks, including contamination prevention and high-quality product assurance<br><br>•Defending against intellectual property infringements and maintain competitive advantage after expiration<br><br>•Cyber security threats
Business Growth Risk
•Challenges associated with entering new markets and navigating local regulatory landscapes<br><br>•Development and successful completion of key R&D projects and subsequent commercialization of new technologies and product adoption<br><br>•Adapting to disruptive innovations, emerging competitors and technological advancements<br><br>•Successful integration of acquisitions to achieve anticipated benefits<br><br>•Meeting evolving regulatory requirements<br><br>•Secure development of AI-driven bioinformatics platforms and cloud-based diagnostic solutions
Underlying Business Risk
•Financial risks, including global economic risks, inflationary pressures and exchange rate volatility against the U.S. dollar (our reporting currency)<br><br>•Geopolitical instability, trade restrictions, sanctions and potential supply chain disruptions<br><br>•Financial reporting risks, including multi-jurisdiction tax compliance<br><br>•Impairment events related to goodwill and intangible assets that could impact financial statements<br><br>•Cyber security, compliance and legal risks, including protecting against data breaches, fraud, cyber attacks and IT system vulnerabilities that could disrupt operations<br><br>•Compliance with anti-bribery, anti-corruption and fair competition laws across multiple jurisdictions

Risk Factors

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

within each category listed in the order of their expected significance. This

ordering reflects our current assessment but does not imply that lower-listed risks

cannot have a material adverse impact on our results of operations, liquidity, or

capital resources.

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Market & Growth Risks

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 meet evolving customer

needs and regulatory requirements. Delays in product development, regulatory

approvals or market adoption could result in loss of market share that may be

difficult to regain.

Several factors influence market acceptance of new products, including:

•Availability, quality and pricing compared to competitors;

•Timing of launch relative to alternative solutions;

•Perceived utility and published research citations;

•Regulatory approvals and compliance trends; and

•Industry shifts in 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 (syndromic testing) and QIAcuity (digital PCR). These platforms operate

under a razor-razorblade model, where the success of instrument sales drives

demand for consumable kits. The availability and regulatory approval of new

test kits will enhance platform value, influencing adoption rates.

Advancements in artificial intelligence, including AI-driven bioinformatics

platforms and cloud-based diagnostic solutions, may transform the competitive

landscape of the life sciences and diagnostics industries. If we are unable to

effectively integrate or respond to these emerging technologies, we may face

challenges in maintaining our competitive position, which could adversely

impact our growth prospects and financial performance.

Slower-than-expected adoption of new systems could negatively impact both

instrument and consumables sales, affecting our growth, profitability and

market position. Additionally, higher fixed costs associated with product

development could put pressure on gross margins and operating income until

new products gain sufficient market traction.

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

scale production, our business, financial condition and growth prospects could

be materially impacted.

Failure to effectively manage growth, expand operations or integrate acquisitions

could negatively impact our business and financial performance.

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

from $1.87 billion in 2020 to $1.98 billion in 2024. This growth has been

driven by both organic expansion and strategic acquisitions, including

Verogen, Inc. (2023) and BLIRT S.A. (2022). We plan to 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.

Additionally, we are investing in expanding operations and upgrading

facilities, which increases fixed costs and may temporarily reduce gross profit

and operating income until capacity is fully utilized. Managing this growth

places a strain on management, operational systems and financial controls,

requiring ongoing resource allocation, employee expansion and leadership

development.

Our future success depends on our ability to:

•Enhance R&D, product development, manufacturing and customer support;

•Optimize operational and financial control systems;

•Train and manage a growing workforce;

•Seamlessly integrate acquired businesses; and

•Address emerging challenges related to expansion.

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There is no guarantee that we can successfully scale our operations, integrate

future acquisitions or sustain profitable growth. Any failure to do so could

materially impact our results of operations.

Acquisitions present new risks, and we may not realize the anticipated benefits of

acquired technologies and businesses.

Over the past several years, we have acquired and integrated multiple

companies, gaining access to new technologies, products and business

opportunities that complement our internally developed portfolio. We expect to

continue pursuing acquisitions to further expand our operations. However,

acquisitions introduce operational and financial risks, including:

•Integration challenges, including assimilating new products, technologies,

operations and personnel;

•Retention of key personnel and technical expertise essential to acquired

businesses;

•Regulatory hurdles, including securing approvals and clearances for

acquired products or technologies;

•Resource allocation risks, as acquisitions may divert focus from existing

products and business strategies;

•Sales generation challenges, including market adoption and competitive

positioning of acquired offerings;

•Standardization and compliance, including implementing uniform

operational controls and cyber security measures;

•Relationship management, including maintaining customer, supplier and

employee relationships;

•Financial risks, such as potential dilution from equity issuances, increased

debt and contingent liabilities;

•Geopolitical uncertainties, including exposure to trade restrictions, regulatory

changes and global economic instability;

•Impairment risks, including the amortization or write-down of acquired

intangible assets; and

•Legal exposure, including patent litigation or other liabilities inherited from

acquired entities.

Failure to successfully address these risks may delay or prevent us from

realizing the anticipated benefits of acquisitions.

Our expansion into 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.

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

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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.

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.

Macroeconomic & Geopolitical Risks

Global economic uncertainty, rising interest rates, geopolitical conflicts, trade

restrictions and U.S. tariffs on imported goods could adversely impact our

business, financial condition and results of operations.

Our operations are subject to global economic volatility, including inflation,

high energy costs and tightening monetary policies. Since 2022, central banks

in the U.S., U.K. and Eurozone have raised interest rates significantly,

increasing financing costs and limiting access to capital. This could affect our

ability to refinance debt, invest in R&D or fund expansion initiatives.

Additionally, financial pressures on our customers may impact their purchasing

decisions or delay payments, negatively affecting our cash flow.

As a company that primarily manufactures outside the U.S. and exports

products into the U.S. market, we are exposed to trade policy risks, including

tariffs and import restrictions. If the U.S. government imposes new tariffs, duties

or trade barriers on life sciences products, raw materials or components

imported from our manufacturing locations, our costs could increase and our

pricing competitiveness in the U.S. market could be impacted. Retaliatory tariffs

from other countries could further disrupt supply chains or limit market access

for our products. These risks may necessitate supplier diversification, production

adjustments or changes in our U.S. pricing strategy, all of which could increase

operational complexity and costs.

Geopolitical conflicts, such as the wars in Ukraine and the Middle East, have

heightened supply chain disruptions and increased energy and material costs.

Trade restrictions and export controls, as seen during the Russia-Ukraine war,

could further restrict the flow of goods and impact our ability to source critical

materials.

A reduction in U.S. government funding or automatic budget cuts

(sequestration) could also delay or reduce spending by key customers,

including universities, government laboratories and private foundations that rely

on grants from agencies such as the U.S. National Institutes of Health (NIH).

Uncertainty around federal budget allocations may further reduce demand for

our products.

A prolonged economic downturn or trade restrictions could result in:

•Higher import costs due to U.S. tariffs, reducing profit margins on U.S. sales;

•Increased operational costs to shift supply chains or modifying manufacturing

locations in response to trade restrictions;

•Reduced investments in U.S. healthcare infrastructure and life sciences

research, impacting demand;

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•More aggressive cost-containment efforts by U.S. government and private

healthcare payors;

•Severely limited access to financing, impacting growth, capital expenditures

and acquisitions;

•Foreign currency volatility, affecting pricing and revenue forecasts; and

•Retaliatory tariffs or trade restrictions from the EU, China or other trading

partners, increasing costs or limiting access to key markets.

If we are unable to mitigate these risks, our business performance, profitability

and market presence in the U.S. could be materially affected.

Our global operations are exposed to government actions, economic instability,

public health crises, geopolitical conflicts, natural disasters and other force

majeure events that may disrupt our supply chain, customers or business

operations.

We manufacture primarily in Germany, the U.S., Spain and China and sell

through subsidiaries and distributors in over 60 countries. While we have

assessed climate change risks at key production and logistics sites, no material

threats have been identified. However, unforeseen events—such as the

COVID-19 pandemic, extreme weather, cyberattacks or geopolitical instability

—could damage facilities, disrupt supply chains, increase costs and impact

production and sales.

Disruptions affecting our suppliers could reduce manufacturing output, leading

to delayed or lost sales. Many of our products are manufactured at single

locations, making it difficult to quickly shift production if operations are halted.

While we may ship from alternative sites, customer facility closures or impaired

logistics infrastructure could further hinder deliveries, negatively impacting

sales, profitability and cash flow.

Geopolitical risks, including the Russia-Ukraine war, Middle East conflicts and

escalating U.S.-China trade tensions, could result in trade restrictions, export

controls, tariffs or sanctions, increasing costs and limiting market access.

Additionally, cyber security threats targeting critical infrastructure pose risks to

our operations.

While we maintain insurance coverage for property damage and business

interruptions, it may not fully cover all potential losses or remain available on

favorable terms. Additionally, recovery costs following a disruption could

further reduce profitability and impact financial results.

Geopolitical conflicts, terrorist attacks and international instability could disrupt

global markets, supply chains and our operations.

Wars, terrorist attacks and regional conflicts can destabilize economies, disrupt

supply chains and drive up energy and raw material costs. The Russia-Ukraine

war, ongoing since February 2022, has led to sanctions, trade restrictions and

heightened regional uncertainty. Any expansion of the conflict could further

impact our European operations and increase costs.

In October 2023, the Israel-Hamas war escalated tensions in the Middle East,

creating regional instability and market uncertainty. Although QIAGEN has no

direct operations in either country, the conflict remains ongoing and its long-

term economic and regional geopolitical effects are unpredictable.

Such conflicts, along with future geopolitical crises, could disrupt financial

markets, weaken supply chains and increase political and social instability.

These risks may also amplify the impact of other uncertainties outlined in this

Annual Report, further affecting our business, operations and financial

performance.

Our global operations expose us to risks related to economic instability, regulatory

changes, supply chain disruptions, exchange rate fluctuations and evolving

environmental, social and governance (ESG) expectations, including diversity,

equity and inclusion (DEI) regulations.

We operate in multiple countries with manufacturing facilities in Germany,

China, Spain and the U.S., a diverse global supply chain, and sales

subsidiaries worldwide. Managing international operations requires

coordination across jurisdictions and time zones, increasing operational

complexity and resource demands. We have heavily invested in integrated

information systems, including a multi-year transition to SAP S/4HANA, to

streamline operations. Any disruptions, data loss or system failures could

negatively impact our business and financial results.

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Our international footprint subjects us to macroeconomic and geopolitical risks,

including economic downturns, trade restrictions, tariffs and evolving regulatory

frameworks. Import/export licensing requirements, currency controls, shifting

tax policies and environmental regulations could increase costs and disrupt

supply chains. Additionally, longer payment cycles in certain regions and

compliance with complex local regulations could affect cash flow and financial

performance.

As a global business, we conduct transactions in multiple currencies, with the

U.S. dollar as our reporting currency. Exchange rate fluctuations impact

revenues, costs and profitability, leading to foreign currency transaction gains

and losses. Certain regions face heightened currency instability; for example,

as of April 1, 2022, our Türkiye subsidiary's results are reported under highly

inflationary accounting due to cumulative inflation exceeding 100% over three

years. While we use foreign exchange hedging to mitigate currency risks, we

cannot fully eliminate the impact of exchange rate volatility on our financial

results.

Expanding ESG reporting requirements globally and uncertain U.S. DEI policies

present regulatory and financial challenges. Failure to meet evolving investor,

regulatory or stakeholder expectations could result in reputational damage,

business loss and talent retention challenges. Compliance may require

additional investments, impacting profitability. Ineffective management of these

risks could negatively affect our business, financial performance and global

market position.

Operational & Supply Chain Risks

We rely on secure communication and information systems and are subject to

evolving privacy and data security laws. Any disruption, breach or failure could

adversely affect our business, financial condition and reputation.

We depend on secure information systems to conduct business, storing

intellectual property, proprietary business data and personally identifiable

information (PII) of customers, employees and business partners in our data

centers, networks and cloud-based systems. Despite significant investments in

cyber security awareness, modernized tools and ongoing updates to security

processes, we cannot eliminate the risk of cyber threats.

We occasionally experience minor cyber security incidents, with phishing

attacks posing a growing threat to customers and employees. Unauthorized

access to our systems could result in data theft, intellectual property loss,

financial fraud or operational disruptions. Cyber risks include hacker intrusions,

ransomware, malware, software failures and cyber terrorism, with an increased

threat from state-sponsored cyberattacks due to ongoing geopolitical tensions,

such as the Russia-Ukraine war. Russian ransomware groups, for example, have

threatened critical infrastructure and organizations involved in retaliatory

actions against Russia, increasing the risk of cyber incidents. A significant

security breach could lead to business disruptions, regulatory penalties,

reputational damage and legal liability.

Additionally, we are subject to complex and rapidly evolving data privacy laws

across multiple jurisdictions. These include:

•U.S. state privacy laws, such as the California Consumer Privacy Act (CCPA)

and similar laws in Virginia and Colorado, that impose data processing,

consumer rights and breach notification requirements;

•European privacy regulations, such as the General Data Protection

Regulation (GDPR), which restrict data transfers and mandate strict security

measures; and

•Potential new regulations, including comprehensive federal data privacy

legislation in the U.S. and additional international privacy laws, which could

further complicate compliance.

As privacy laws evolve, we may face new compliance obligations, higher

operational costs and restrictions on data transfers. Failure to comply with these

laws could result in regulatory fines, lawsuits and reputational harm, negatively

impacting our business operations and strategic growth plans.

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Our business relies on a complex global supply chain, and disruptions in material

availability, rising costs or shipping delays could adversely impact our operations

and financial results.

We source raw materials, instrumentation and chemicals from multiple

suppliers, but certain key components are available only from single-source

vendors. If these suppliers face delays, shortages, regulatory restrictions or

disruptions, we may be unable to procure materials in a timely manner or at

required quality levels, potentially affecting our ability to manufacture and

deliver products.

The supply chain environment remains challenging but has shown improvement

following extreme volatility in 2021–2022. While material availability

stabilized in 2023, ongoing pressures from inflation, energy costs, geopolitical

instability and trade restrictions continue to affect pricing and logistics. Key

industry concerns in 2024 included increased raw material costs,

semiconductor shortages affecting instrumentation, shifting trade policies and

regional supply chain constraints. Many companies, including ours, are

implementing alternative sourcing strategies, regionalized manufacturing and

risk mitigation efforts to adapt.

We also rely on air cargo carriers and expedited logistics services to ensure

timely delivery of consumables and instrument kits, as many of our customers

maintain limited inventory and require rapid replenishment. Additionally, some

of our products require specialized cold storage and transportation, making

reliable logistics even more critical. If shipping services are suspended, delayed

or disrupted and alternative providers cannot meet our needs, customers may

be forced to halt operations, negatively impacting our customer relationships,

sales and financial performance.

If supply chain disruptions persist, including material shortages, rising costs,

transportation delays or geopolitical trade restrictions, our business, operations

and financial results could be materially impacted.

Increasing global supply chain regulations, including reporting and due diligence

requirements, could increase compliance costs, disrupt sourcing strategies and

impact our operations.

As a global company with primary manufacturing operations in Germany and

significant sales in the U.S., we are subject to an expanding number of supply

chain-related regulations that impose stricter compliance and reporting

obligations. These include:

•The German Supply Chain Act (LkSG), which mandates due diligence on

human rights and environmental risks within supply chains;

•U.S. Conflict Minerals Reporting (Dodd-Frank Act Section 1502), requiring

disclosure of the use of certain minerals sourced from conflict-affected

regions; and

•Similar emerging regulations in the European Union and other jurisdictions,

including proposals under the EU Corporate Sustainability Due Diligence

Directive (CSDDD).

These regulations require us to assess, document and report on supplier

practices, increasing administrative burdens, compliance costs and operational

complexity. Ensuring full transparency and regulatory compliance across a

global supplier base is challenging, particularly for single-source suppliers or

vendors operating in high-risk regions. If we fail to meet these evolving

regulatory requirements, we may face fines, legal action, restrictions on market

access or reputational damage.

Additionally, heightened regulatory scrutiny may limit sourcing options,

increase raw material costs and require supplier requalification or alternative

sourcing strategies, potentially delaying production and affecting profitability.

Compliance with environmental, social and governance (ESG) standards is also

increasingly a factor in customer and investor decision-making, and failure to

align with these expectations could impact our business relationships and

competitive position.

As supply chain regulations continue to expand, our business operations,

supplier relationships and financial performance could be materially impacted

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if compliance costs rise, sourcing becomes restricted or regulatory enforcement

actions are imposed.

Talent acquisition and retention are critical to our success.

Our success depends on our ability to attract, retain and develop highly skilled

personnel, particularly in scientific research, management, manufacturing,

digitization, sales and marketing. While we have not faced significant

challenges in hiring or retaining talent, competition for experienced scientists,

managers and industry specialists remains high across the pharmaceutical,

biotechnology and research sectors.

As we continue to expand, we will require additional employees and

leadership development to support growth in R&D, manufacturing and

commercial operations. Failure to recruit, retain or develop key talent could

hinder our ability to innovate, scale operations and execute strategic initiatives,

potentially having a material adverse impact on our results of operations.

Risks Related to Artificial Intelligence (AI) Adoption and Compliance

The integration of Artificial Intelligence (AI) in our operations and products

presents regulatory, cyber security, liability and competitive risks that could

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

We are increasingly leveraging Artificial Intelligence (AI) and machine learning

(ML) technologies in our products, services and internal operations, including in

bioinformatics, molecular diagnostics, clinical decision support, automation and

supply chain optimization. The deployment of AI presents several regulatory,

legal, cyber security and ethical risks that could materially and adversely

impact our business.

Regulatory authorities, including the U.S. Food and Drug Administration (FDA),

the European Medicines Agency (EMA) and other global agencies, are

evolving their oversight of AI-driven medical and diagnostic technologies. The

lack of clear or harmonized regulations across jurisdictions could result in

delays in product approvals, increased compliance costs or the need for

additional clinical validation of AI-based products. If regulators impose new AI

transparency, validation or algorithm explainability requirements, we may be

required to modify or revalidate our AI-based solutions, which could increase

costs and delay time-to-market.

AI technologies rely on large datasets, including genomic, clinical and patient

data, making them susceptible to privacy, security and compliance risks under

regulations such as the General Data Protection Regulation (GDPR), the U.S.

Health Insurance Portability and Accountability Act (HIPAA) and China’s Data

Security Law. A breach, misuse or misinterpretation of AI-generated results

could lead to regulatory penalties, litigation and reputational harm.

Additionally, the risk of cyber security threats, including AI-driven cyberattacks,

data poisoning or adversarial manipulation, could compromise the integrity of

our AI models and the security of our systems.

AI algorithms can also exhibit bias, errors or inaccuracies if not properly

trained or validated. If our AI-based diagnostics or research tools generate false

positives, false negatives or unreliable results, this could expose us to liability

claims, regulatory scrutiny or loss of customer confidence. AI-based products

may also face challenges in intellectual property protection, as evolving laws

and patent eligibility criteria for AI-generated inventions may impact our ability

to protect proprietary AI models.

Furthermore, we rely on third-party AI providers and cloud computing

infrastructure for certain AI applications. Any failure, breach or misalignment in

AI development partnerships could lead to disruptions in our operations or loss

of competitive advantage. Additionally, the rapid evolution of AI in healthcare

and life sciences could increase competition from technology firms, startups and

established industry players, potentially impacting our market position.

If we fail to effectively manage these AI-related risks, including regulatory

compliance, data security, algorithmic transparency and liability concerns, our

ability to develop and commercialize AI-driven solutions could be limited, which

may have a material adverse effect on our business, financial condition and

results of operations.

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Regulatory & Legal Risks

Obtaining regulatory approval and complying with evolving regulations is costly

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

and generate sales.

We operate in a highly regulated industry, with oversight from agencies such

as the FDA (U.S.), EMA (EU), National Medical Products Administration

(NMPA) in China and the Pharmaceuticals and Medical Devices Agency

(PMDA) in Japan. Regulatory frameworks are frequently updated, and

compliance requires substantial investment in product development, clinical

trials and ongoing monitoring.

Changes in existing regulations or new requirements could:

•Delay or prevent approval of new products, affecting market entry;

•Increase compliance costs for manufacturing, labeling, storage and

promotion; and

•Restrict the sale of approved or cleared products, limiting revenue potential.

Several of our key products and programs are classified as medical devices,

subject to stringent pre- and post-market regulations. Compliance failures may

lead to FDA enforcement actions, including:

•Fines, injunctions, or recalls;

•Denial or withdrawal of approvals; and/or

•Production restrictions or facility shutdowns.

Additionally, some of our products are sold in the U.S. for research use only

(RUO) and labeled accordingly. If the FDA reclassifies an RUO product as

requiring regulatory clearance, we may have to halt sales until approval is

obtained.

With increasing global scrutiny, particularly in areas such as gene editing,

genomic research and in vitro diagnostics (IVD), regulatory hurdles may

intensify. Failure to meet evolving requirements could significantly impact our

business, operations and growth prospects.

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; or

•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

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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.

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 inter-

company 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

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 R&D 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; and/or

•Increase vulnerability to economic downturns.

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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;

•R&D investments;

•Facility expansion;

•Acquisitions of technologies, products or businesses;

•Product demand and operational costs;

•Debt repayment or refinancing; and

•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, 2024, we had $1.4 billion in long-

term debt, with $53.5 million due within one year, 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

R&D, production, marketing, capital expenditures or acquisitions, negatively

impacting our business. Additionally, issuing equity or convertible securities

could result in shareholder dilution.

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

At December 31, 2024, our consolidated balance sheet included $2.4 billion

of goodwill and $303.8 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.

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.

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.

Product and Competitive Risks

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.

Changes in the availability or reimbursement of our diagnostic testing products

by insurance providers and health organizations could significantly impact our

results. Third-party payors often hesitate to cover new technologies or novel

diagnostic tests and are increasingly limiting reimbursement coverage or

pressuring suppliers to reduce prices.

Each payor makes individual reimbursement decisions, requiring scientific and

clinical data to justify a test’s clinical benefits. This time-consuming and costly

process can delay market adoption, and there is no guarantee of approval.

Inconsistent or inadequate reimbursement may force us to lower prices or limit

sales, negatively affecting our financial performance.

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Additionally, many of our customers rely on government and private insurers to

support their products' marketability. Governments and third-party payors are

focused on controlling healthcare costs and reducing medical product prices.

Uncertainty around U.S. healthcare policy, including the Affordable Care Act

(ACA) and potential reimbursement changes, may delay customer purchasing

decisions, affecting our sales.

Under the Protecting Access to Medicare Act (PAMA) of 2014, Medicare

reimbursement rates for certain diagnostic tests are based on weighted median

private payor rates, leading to lower reimbursement levels across molecular

pathology and other diagnostic tests. If reimbursement remains inadequate, our

business and financial results could suffer.

Reduction in R&D 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 (R&D)

budgets, which can be impacted by funding availability, industry mergers,

shifting spending priorities and institutional policies. Any significant reduction in

life sciences R&D 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 R&D resources. They may

develop new technologies that compete with or render our 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

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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 market our products in over 130 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.

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,

2024, we owned 282 issued patents in the United States, 229 issued patents

in Germany and 1,615 issued patents in other major industrialized countries. In

addition, as of December 31, 2024, we had 346 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

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.

Our business exposes us to potential product liability.

Our product marketing and sales involve potential product liability risks.

Although we currently face no significant claims, future claims are possible.

Additionally, our products might be used unethically or illegally, leading to

litigation risks. We have limited product liability insurance, but its adequacy

and affordability are uncertain.

We must comply with various laws and regulations, including those for

handling hazardous substances. Accidental contamination or injury risks exist,

and we could be liable for resulting damages, which could significantly impact

us.

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Stock and Shareholder Risks

Fluctuations in operating 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 & development activities;

•Sales and marketing expenses, as well as exit activities;

•New product launches by us or competitors;

•Competitive market conditions and macroeconomic trends; and

•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 (NYSE) since January 10, 2018, after previously

trading on NASDAQ. Over the past two years, our stock price has ranged from

$51.18 to $34.74 and from €48.36 to €32.74 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;

and

•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 EUR 9.00 million, divided into

410.0 million common shares, 40.0 million financing preference shares and

450.0 million preference shares, each with a EUR 0.01 par value. As of

December 31, 2024, approximately 222.3 million Common Shares were

outstanding, with an additional 12.9 million reserved under stock plans,

including shares subject to outstanding awards. Furthermore, up to 18.7 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 who are U.S. residents could be subject to unfavorable tax

treatment.

We may be classified as a "passive foreign investment company" (PFIC) for

U.S. federal income tax purposes if certain tests are met, potentially reducing

the after-tax return and value of our Common Shares. A PFIC determination

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involves either 75% or more of our gross income being passive or 50% of our

assets producing passive income.

Based on our 2024 income, assets and activities, we do not believe we were a

PFIC and do not expect to be one in the future. However, there is no guarantee

that the IRS will not challenge this position or that we will not become a PFIC

later.

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 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. Restrictions include:

•The requirement of a public offer announcement; and

•A two-year holding period, during which voting rights must remain below

30% before the period ends.

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, you 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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Corporate Governance

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 2022 (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, The 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 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.

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Corporate Governance

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
	Managing Board			Close cooperation<br><br>for the benefit of<br><br>the company	Supervisory Board
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				•Four committees<br><br>–Audit<br><br>–Compensation & Human Resources<br><br>–Nomination & Governance<br><br>–Science & Technology
•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
			Informs and<br><br>reports to
			Advises, oversees,<br><br>approves
QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 55
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Corporate Governance

Managing Board

General

The Managing Board is responsible for the continuity of QIAGEN and its

affiliated enterprise and for defining our strategy for, among other things,

sustainable long-term value creation, and achieving our aims and results

through the management of QIAGEN worldwide. The Managing Board is also

responsible for financing, managing the risks associated with our business

activities and complying with all relevant legislation and regulations. In

accordance with Dutch Law, 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. This Committee is comprised

of the CEO, the CFO and certain experienced leaders who are responsible for

the operational management of the Company and the achievement of its

objectives and results. 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.

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Corporate Governance

Managing Board Members

The following were our Managing Board members for the year ended

December 31, 2024:

Thierry Bernard
Chief Executive Officer<br><br>(1964, U.S./French)

Thierry Bernard joined QIAGEN in February 2015 to lead our growing

presence in molecular diagnostics, the application of Sample to Insight solutions

for molecular testing in human healthcare. He was named Chief Executive

Officer in March 2020 after serving in this role on an interim basis and

became a member of the Managing Board in 2021. Previously, Mr. Bernard

held roles of increasing responsibility during 15 years with bioMérieux SA,

most recently as Corporate Vice President, Global Commercial Operations,

Investor Relations and the Greater China Region. He also held senior

management roles in several other leading international companies. In March

2023, he was named Chair of the AdvaMedDx Board of Directors, a U.S.

industry trade association, and joined the Board of Directors of Neogen

Corporation (NASDAQ: NEOG) in 2024. Mr. Bernard has earned degrees

and certifications from Sciences Po, LSE, the College of Europe, Harvard

Business School, Centro de Comercio Exterior de Barcelona and has been

appointed Conseiller du Commerce Extérieur by the French government.

Roland Sackers
Chief Financial Officer<br><br>(1968, German)

Roland Sackers joined QIAGEN in 1999 as Vice President, Finance and has

been Chief Financial Officer since 2004. In 2006, Mr. Sackers became a

member of the Managing Board. From 1995 to 1999, he was an auditor with

Arthur Andersen Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft.

Since 2019, Mr. Sackers has served on the Supervisory Board of Evotec SE, a

publicly listed company based in Germany, becoming Chair of the Audit

Committee in 2019 and Vice Chair of the Supervisory Board in 2021. He is

also a member of the Board of the industry association BIO Deutschland. Mr.

Sackers earned his Diplom-Kaufmann from the University of Münster.

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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.

The Supervisory Board has established four Committees - Audit, Compensation

& Human Resources, Nomination & Governance (formerly the Nomination &

ESG Committee) and Science & Technology - from among its members.

Additional committees can be established, or existing Committees modified,

based on the terms of the charter, as deemed beneficial. The Supervisory Board

has approved charters for each of these Committees. An overview of these

Committees, their operations and meeting attendance is provided in the

Supervisory Board Report.

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 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.”

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

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Corporate Governance

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

independent under the Dutch Code and under the NYSE requirements.

Supervisory Board<br><br>Independence under the Dutch Code

Independent
Not Independent

Supervisory Board Members

The following is a brief summary of Supervisory Board members for the year

ended December 31, 2024:

Lawrence A. Rosen
Supervisory Board Chair<br><br>Committees: Audit, Nomination & Governance<br><br>(1957, U.S.)

Lawrence A. Rosen joined the Supervisory Board in 2013 and has served as

Chair of the Supervisory Board since 2020. He has been a member of the

Audit Committee since 2013 and a member of the Nomination & Governance

Committee since 2020. Mr. Rosen also serves on the Supervisory Boards of

Lanxess AG and Deutsche Post AG, where he previously was a member of the

Board of Management and Chief Financial Officer from 2009 to 2016. He

served as Chief Financial Officer of Fresenius Medical Care AG & Co. KGaA

from 2003 to 2009, and earlier as Senior Vice President and Treasurer of

Aventis SA in Strasbourg. Mr. Rosen holds a bachelor’s degree from the State

University of New York and an MBA from the University of Michigan.

Dr. Metin Colpan
Committees: Science & Technology (Chair), Nomination &<br><br>Governance<br><br>(1955, German)

Metin Colpan Ph.D. co-founded QIAGEN and served as its first Chief Executive

Officer and a Managing Director from 1985 to 2003. Dr. Colpan has been a

member of the Supervisory Board since 2004 and has served as Chair of the

Science & Technology Committee since 2014. He has been a member of the

Nomination & Governance Committee since 2015. Prior to co-founding

QIAGEN, Dr. Colpan was an Assistant Investigator at the Institute for

Biophysics at the University of Düsseldorf. He has extensive experience in

Sample technologies, in particular the separation and purification of nucleic

acids, and has many patents in the field. Dr. Colpan obtained his Ph.D. and

master’s degree from the Darmstadt Institute of Technology.

Dr. Toralf Haag
Committee: Audit (Chair and Financial Expert)<br><br>(1966, German)

Toralf Haag Ph.D. joined the Supervisory Board and Audit Committee in 2021

and is Chair of the Audit Committee. Since September 2024, Dr. Haag is Chief

Executive Officer and Chairman of the Executive Board of Aurubis AG, a

publicly-listed German company. Previously, Dr. Haag was Chief Executive

Officer and Chairman of the Corporate Board of Management of Voith GmbH

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 59
Corporate Governance

& Co. KGaA, a privately held German technology company. Before joining

Voith as Chief Financial Officer in 2016, Dr. Haag served for more than 11

years as Chief Financial Officer and Member of the Executive Committee of

Lonza Group AG. Dr. Haag earned a degree in business administration from

the University of Augsburg and a Ph.D. from the University of Kiel.

Prof. Dr. Ross L. Levine
Committee: Science & Technology<br><br>(1972, U.S.)

Ross L. Levine M.D. joined the Supervisory Board and its Science & Technology

Committee in 2016. In 2021, he became Chair of QIAGEN’s Scientific

Advisory Board. A physician-scientist focused on researching and treating

blood and bone-marrow cancers, Dr. Levine is the Laurence Joseph Dineen

Chair in Leukemia Research, the Chief of Molecular Cancer Medicine and an

Attending Physician at Memorial Sloan Kettering Cancer Center, and Professor

of Medicine at Weill Cornell Medicine. Board-certified in internal medicine and

hematology-oncology, Dr. Levine received a bachelor’s degree from Harvard

College and his M.D. from The Johns Hopkins University School of Medicine.

Prof. Dr. Elaine Mardis
Committees: Compensation & Human Resources, Science &<br><br>Technology<br><br>(1962, U.S.)

Elaine Mardis Ph.D. joined the Supervisory Board in 2014. She is also a

member of the Science & Technology Committee and the Compensation &

Human Resources Committee. Dr. Mardis is Co-Executive Director of the Steve

and Cindy Rasmussen Institute for Genomic Medicine at Nationwide Children’s

Hospital in Columbus, Ohio, and Professor of Pediatrics at The Ohio State

University College of Medicine. Previously, she was the Robert E. and Louise F.

Dunn Distinguished Professor of Medical Sciences at Washington University

School of Medicine and President of the American Association for Cancer

Research. Dr. Mardis is a scientific advisor to Scorpion Therapeutics LLC, an

elected member of the U.S. National Academy of Medicine, and a member of

the Board of Directors of Singular Genomics Systems, Inc., a publicly listed

company based in the U.S. Dr. Mardis received her bachelor’s degree and

Ph.D. from the University of Oklahoma.

Bert van Meurs
Committee: Nomination & Governance<br><br>(1961, Dutch)

Bert van Meurs joined the Supervisory Board and the Nomination &

Governance Committee in April 2024. He is a member of the Executive

Committee at Royal Philips N.V. of the Netherlands, where he serves as

Executive Vice President and Chief Business Leader of Image Guided Therapy,

and also as Chief Business Leader of Precision Diagnosis (ad interim)

responsible for Diagnosis & Treatment. He has more than 30 years of

experience since joining Philips in 1985 in various global business leadership

positions in research and development, clinical science, and marketing and

sales in Europe and Asia. He has a Master’s degree in Physics from the

University of Utrecht and a degree in Business Marketing from the Technical

University of Eindhoven, both in the Netherlands.

Eva van Pelt
Committee: Audit Committee<br><br>(1965, German)

Eva van Pelt joined the Supervisory Board and the Audit Committee in March

She most recently served as Co-CEO and member of the Management

Board of Eppendorf Group, a privately-held German Life Sciences company

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Corporate Governance

with more than EUR 1.2 billion of annual sales and over 5,000 employees

worldwide. Prior to her time at Eppendorf, she held various international

management positions of increasing responsibility with Siemens, Accenture,

Hitachi Data Systems and Leica Microsystems. She also currently serves as a

member of the Supervisory Board of Paul Hartmann AG, a publicly-listed

German healthcare company, and as President of the German-Dutch Chamber

of Commerce. She earned a Diplom-Kauffrau degree from the Ludwig-

Maximilians-Universität in Munich.

Dr. Eva Pisa
Committees: Compensation & Human Resources (Chair)<br><br>(1954, Swedish/Swiss)

Eva Pisa Ph.D. joined the Supervisory Board and the Compensation & Human

Resources Committee in 2022. She is an advisor to several life science and

diagnostic companies through her company piMed Consulting, and she

previously held senior leadership positions in Roche Diagnostics International

from 2007 to 2020, most recently as Senior Vice President at Roche

Centralized and POC Solutions. Prior to joining Roche, she was Chief Executive

Officer of Sangtec Molecular Diagnostics AB, a Swedish start-up, from 2001 to

Dr. Pisa holds a Ph.D. from the Karolinska Institutet and an MBA from

Heriot-Watt University.

Stephen H. Rusckowski
Committees: Compensation & Human Resources, Nomination<br><br>& Governance (Chair)<br><br>(1957, U.S.)

Stephen H. Rusckowski joined the Supervisory Board in April 2023. He is the

Chair of the Nomination & Governance Committee and serves on the

Compensation & Human Resources Committee. He most recently served as

Chairman, President and Chief Executive Officer of Quest Diagnostics. He

joined Quest Diagnostics as President and Chief Executive Officer in May

2012 and was named Chairman in 2016. He stepped down from his role as

President and CEO in 2022, and as Chairman in early 2023. Prior to joining

Quest Diagnostics, Mr. Rusckowski was CEO of Philips Healthcare, which he

joined in 2001 when Philips acquired the Healthcare Solutions Group that he

was leading at Hewlett-Packard/Agilent Technologies. Mr. Rusckowski also

serves on the Board of Directors of Baxter International Inc. and Tenet

Healthcare Corporation, and previously served as a member of the Board of

Directors of Xerox Holdings Corporation and Covidien plc. He earned a

bachelor’s degree in Mechanical Engineering from Worcester Polytechnic

Institute and a master’s in Management from the Massachusetts Institute of

Technology’s Sloan School of Management.

Elizabeth E. Tallett
Committees: Audit, Compensation & Human Resources,<br><br>Nomination & Governance<br><br>(1949, U.S./British)

Elizabeth E. Tallett joined the Supervisory Board and its Audit Committee and

Compensation & Human Resources Committee in 2011. In 2016, she joined

the Nomination & Governance Committee. Ms. Tallett is Chair of the Board of

Directors of Elevance Health, Inc., and a member of the Board of Directors of

Moderna, Inc., both publicly listed companies based in the U.S. From 2002 to

2015, she was a Principal of Hunter Partners, LLC, a management company for

pharmaceutical, biotechnology and medical device companies, and continues

to consult with early-stage healthcare companies. She previously served as

President and Chief Executive Officer of Transcell Technologies Inc., President

of Centocor Pharmaceuticals, a member of the Parke-Davis Executive

Committee, and Director of Worldwide Strategic Planning for Warner-Lambert

Company. A founding Board member of the Biotechnology Council of New

Jersey, Ms. Tallett received bachelor’s degrees in mathematics and economics

from the University of Nottingham.

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Corporate Governance

Summary of Skills, Qualifications and Background for the

Supervisory Board:

The following tables outline the current Supervisory Board members and a

selection of their skills and experience. This collective expertise provides the

Supervisory Board with comprehensive capabilities to drive innovation, ensure

governance and lead strategic growth in the Life Sciences and healthcare

industries.

Lawrence A. Rosen	Dr. Metin Colpan	Dr. Toralf Haag	Prof. Dr. Ross L. Levine	Prof. Dr. Elaine Mardis
•Financial leadership in healthcare<br><br>and corporate sectors: Former Chief<br><br>Financial Officer at Deutsche Post<br><br>AG and Fresenius Medical Care AG<br><br>& Co. KGaA, with extensive<br><br>experience in financial management<br><br>and corporate strategy.	•Leadership and entrepreneurial<br><br>experience: Co-founder and first<br><br>CEO of QIAGEN, leading the<br><br>company from 1985 to 2003.	•Financial and executive leadership<br><br>in healthcare and industry:<br><br>Extensive experience as Chief<br><br>Financial Officer and CEO for<br><br>global companies, including Voith<br><br>GmbH, Lonza Group AG and<br><br>Aurubis AG.	•Expertise in hematology-oncology<br><br>and molecular cancer medicine:<br><br>Board-certified physician-scientist<br><br>specializing in blood and bone<br><br>marrow cancers with leadership roles<br><br>at Memorial Sloan Kettering Cancer<br><br>Center and Weill Cornell Medicine.	•Leadership in genomic medicine<br><br>and cancer research: Co-Executive<br><br>Director at the Steve and Cindy<br><br>Rasmussen Institute for Genomic<br><br>Medicine and former President of the<br><br>American Association for Cancer<br><br>Research.
•Governance and supervisory<br><br>experience: Chair of the Supervisory<br><br>Board at QIAGEN since 2020 and<br><br>active member of Audit Committee<br><br>and Nomination & Governance<br><br>Committee.	•Expertise in Sample technologies:<br><br>Pioneer in nucleic acid separation<br><br>and purification with extensive<br><br>patents in the field.	•Governance and audit expertise:<br><br>Chair of the Audit Committee at<br><br>QIAGEN and a member of its<br><br>Supervisory Board since 2021.	•Leadership in scientific advisory<br><br>and research initiatives: Laurence<br><br>Joseph Dineen Chair in Leukemia<br><br>Research.	•Scientific governance and advisory<br><br>roles: Member of QIAGEN’s<br><br>Science & Technology Committee,<br><br>advisor to Scorpion Therapeutics<br><br>and Board Director at Singular<br><br>Genomics Systems, Inc.
•Healthcare and multinational<br><br>oversight: Supervisory Board<br><br>member at Lanxess AG and<br><br>Deutsche Post AG, with a strong<br><br>background in global corporate<br><br>finance and treasury.	•Scientific governance and<br><br>innovation oversight: Chair of the<br><br>Science & Technology Committee<br><br>since 2014 and member of the<br><br>Nomination & Governance<br><br>Committee since 2015.	•Strategic oversight: Experienced in<br><br>managing public and private<br><br>healthcare companies with expertise<br><br>in business administration and<br><br>corporate governance.	•Start-up and biotechnology<br><br>ventures: Advises and supports start-<br><br>ups in cancer therapies and<br><br>molecular diagnostics, providing<br><br>scientific expertise and strategic<br><br>guidance.	•Academic and clinical excellence:<br><br>Professor of Pediatrics at The Ohio<br><br>State University College of Medicine<br><br>and an elected member of the U.S.<br><br>National Academy of Medicine.
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Corporate Governance								Bert van Meurs	Eva van Pelt	Dr. Eva Pisa	Stephen H. Rusckowski	Elizabeth E. Tallett
---	---	---	---	---
•Expertise in medical technology<br><br>and innovation: Over 30 years of<br><br>global business leadership roles at<br><br>Royal Philips N.V., specializing in<br><br>Image Guided Therapy and<br><br>Precision Diagnosis.	•Executive leadership in life sciences<br><br>and healthcare: Former Co-CEO of<br><br>Eppendorf Group, managing a<br><br>global company with over €1.2<br><br>billion in annual sales and 5,000+<br><br>employees.	•Senior leadership in life sciences<br><br>and diagnostics: Former Senior Vice<br><br>President at Roche Diagnostics and<br><br>CEO of Sangtec Molecular<br><br>Diagnostics, with extensive<br><br>experience in the diagnostics<br><br>industry.	•Leadership in healthcare and<br><br>diagnostics: Former Chairman,<br><br>President and CEO of Quest<br><br>Diagnostics and previous CEO of<br><br>Philips Healthcare, with extensive<br><br>experience in the healthcare industry.	•Healthcare & biotech leadership:<br><br>Chair of Elevance Health, Board<br><br>member at Moderna, former CEO of<br><br>Transcell Technologies and President<br><br>of Centocor Pharmaceuticals.
•Strategic senior leadership and<br><br>operational oversight: Member of<br><br>the Executive Committee at Royal<br><br>Philips, with extensive experience in<br><br>research, development, clinical<br><br>science and marketing across Europe<br><br>and Asia.	•Broad international management<br><br>expertise: Held senior roles at<br><br>Siemens, Accenture, Hitachi Data<br><br>Systems and Leica Microsystems,<br><br>with a strong focus on strategic<br><br>growth and operations.	•Strategic advisory and business<br><br>development: Advisor to life science<br><br>and diagnostic companies through<br><br>her consultancy, piMed Consulting,<br><br>providing expertise in innovation and<br><br>commercialization.	•Governance expertise: Serves on<br><br>the Boards of Baxter International<br><br>Inc. and Tenet Healthcare<br><br>Corporation, with prior experience<br><br>on the Boards of Xerox Holdings<br><br>Corporation and Covidien plc.	•Pharma & biotech strategy: Former<br><br>Principal at Hunter Partners and held<br><br>senior roles at Warner-Lambert and<br><br>Parke-Davis, specializing in strategy,<br><br>business development and growth.
•International leadership and market<br><br>expansion: Led global business<br><br>initiatives across Europe and Asia,<br><br>driving growth and innovation in the<br><br>medical technology sector.	•Governance & advisory:<br><br>Supervisory Board member at Paul<br><br>Hartmann AG and President of the<br><br>German-Dutch Chamber of<br><br>Commerce, specializing in cross-<br><br>border collaboration.	•Global healthcare & biotech<br><br>leadership: Led business growth and<br><br>strategy in Europe, North America<br><br>and global markets.	•Technical & management<br><br>expertise: B.S. in Mechanical<br><br>Engineering (Worcester Polytechnic)<br><br>and M.S. in Management (MIT<br><br>Sloan).	•Global leadership & governance:<br><br>Experienced in leading and advising<br><br>healthcare and pharma companies<br><br>across the U.S., Europe and<br><br>international markets.
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Corporate Governance

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.

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, 2024,

the Supervisory Board was comprised of 40% 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. To achieve this goal, gender diversity is a

goal that is part of our annual Team Goals, as well as a priority in our

recruiting practices and talent development programs. As of December 31,

2024, 37% of senior management roles were held by women, having

increased from 28% in 2018.

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. At the same time, 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.

We are committed to increasing diversity while pursuing 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.

More information about diversity at QIAGEN can be found below under the

section Dutch Corporate Governance Code - Comply or explain.

Culture

At QIAGEN, we foster a culture deeply embedded in quality, ingenuity, and

accessibility, reflecting our core brand values. Our purpose—to help customers

advance science and improve patient outcomes—drives our commitment to a

strong, ethical, and inclusive corporate culture.

Culture’s Contribution to Long-Term Value Creation

Our EMPOWER culture is designed to encourage employees to take ownership

of their work while remaining accountable for decisions that align with the best

interests of QIAGEN, our customers, and stakeholders. This empowerment

fosters innovation, collaboration, and integrity—critical components of our long-

term sustainable value creation.

Our approach to compensation reinforces our cultural aspirations by rewarding

both what goals are achieved and how they are accomplished, ensuring

alignment with our values and ethical standards.

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Corporate Governance

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 – Establishes the highest standards

of integrity, ensuring ethical decision-making across all levels of the

organization.

(2)QIAintegrity Line – A web-based, independent and confidential reporting

tool that allows employees and third parties to report misconduct within

QIAGEN or our supply chain, reinforcing transparency and accountability.

(3)Compliance Committee – Comprising senior executives from various

functions, this committee is responsible for overseeing compliance with our

Corporate Code of Conduct and Ethics and ensuring continuous

improvement in ethical governance.

QIAGEN regularly evaluates the effectiveness of these initiatives and remains

committed to fostering a culture that supports sustainable, long-term value

creation while maintaining the highest 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 2024, 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.

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Corporate Governance

Shareholder Meetings and Share Capital

Shareholder Meetings

Our Shareholders exercise their voting rights through the Annual General

Meeting and also 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 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.

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 2024.

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.

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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	22,845,802	(2)	10.28%
Massachusetts Financial Services Company, United States and Canada	24,066,569	(3)	10.83%
Wellington Management Group LLP, United States and United Kingdom	23,291,538	(4)	10.48%

(1)The percentage ownership was calculated based on 222,290,848 Common Shares outstanding as of December 31, 2024.

(2)Of the 22,845,802 shares attributed to BlackRock, Inc., it has sole voting power over 21,036,992 and sole dispositive power over all 22,845,802 shares. This information is based solely on the Schedule

13G filed by BlackRock, Inc. with the Securities and Exchange Commission on November 7, 2024, which reported ownership as of October 31, 2024.

(3)The 24,066,569 shares attributed to Massachusetts Financial Services Company are reported as of December 31, 2023. Of the 24,066,569 shares attributed to Massachusetts Financial Services

Company, it has sole voting power over 20,451,464 and sole dispositive power over all 24,066,569 shares. This information is based solely on the Schedule 13G filed by Massachusetts Financial

Services Company with the Securities and Exchange Commission on February 9, 2024, which reported ownership as of December 31, 2023.

(4)Information is based on a report on Schedule 13G jointly filed with the Securities and Exchange Commission on February 6, 2025 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, of these 23,291,538 shares, each of Wellington Management Group LLP, Wellington Group

Holdings LLP and Wellington Investment Advisors Holdings LLP have shared voting power over 18,485,559 and shared dispositive power over all 23,291,538 shares as of January 31, 2025. Wellington

Management Company LLP has shared voting power over 13,367,076 shares and shared dispositive power over 14,178,191 shares as of January 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, 2025, the officers and directors of QIAGEN as a group

beneficially owned approximately 1.0 million Shares, or 0.4% of outstanding

Shares.

Holders of any securities with special control rights

Not applicable.

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.

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Corporate Governance

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 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. 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

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Corporate Governance

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 21, 2024, the General Meeting authorized the Supervisory Board until

December 21, 2025 (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, 2023, 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, 2023.

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 21, 2024, 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 June 21, 2024, until December 21,

2025, 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.

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Corporate Governance

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.

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.

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Corporate Governance

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, 2024, a total of approximately 222.3 million Common

Shares were outstanding along with approximately 3.6 million additional

shares reserved for issuance upon the vesting of outstanding stock awards.

Additionally, convertible debts issued in 2020 and 2024, discussed further in

Note 16 "Debt," cover an aggregate of 14.0 million underlying shares of

common stock or up to a maximum of 18.7 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.

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 secure communication and information

systems and are subject to evolving privacy and data security laws. Any

disruption, breach or failure could adversely affect our business, financial

condition and reputation.” In the last 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

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 71
Corporate Governance

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.

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.

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Insider Trading Policy

Dealings in our Shares based on material non-public 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 non-public 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, KPMG Accountants N.V. was appointed as external auditor

for the Company for the 2024 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.

Following the appointment of KPMG Accountants N.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 KPMG AG Wirtschaftsprüfungsgesellschaft, which

audited the U.S. GAAP consolidated financial statements as of and for the year

ended December 31, 2024.

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.

KPMG Accountants N.V. have been our auditor since 2015. According to

Dutch regulations, an audit firm can be elected only for a period of 10

subsequent years. Therefore, the formal appointment of Ernst & Young

Accountants LLP as external auditor for the reporting year 2025 was approved

by the shareholders at QIAGEN's 2024 Annual General Meeting (AGM).

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

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 73
Corporate Governance

ways to improve our corporate governance by measuring ourselves against

international best practice. The Dutch Code was last amended on December

20, 2022 and can be found at www.mccg.nl.

Non-application 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

•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.

•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.

•Mr. Lawrence A. Rosen, who joined in 2013, is a seasoned executive with

extensive leadership experience at multinational companies, including

Deutsche Post AG, Fresenius Medical Care AG & Co. KGaA and Aventis

SA. His deep knowledge of finance, strategy, mergers and acquisitions,

investor relations, corporate governance and capital markets engagement

makes him a key asset to the Board, particularly given his international

career spanning both Europe and the United States.

•Prof. Dr. Elaine Mardis, a Supervisory Board member since 2014, brings a

strong scientific perspective to QIAGEN. Her internationally recognized

contributions to biological research significantly enhance the Board’s

understanding of scientific and technological advancements relevant to the

Company’s mission.

QIAGEN highly values the commitment and expertise of Dr. Colpan, Ms.

Tallett, Mr. Rosen and Prof. Dr. Mardis. 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

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 74
Corporate Governance

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 ten 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.

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.

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Corporate Governance

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.

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Corporate Governance

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 2021, 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 2025.

Remuneration of Managing Board members consists of a combination of base

salary, short-term variable 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

this country is the domicile of many of our competitors, and for many members

of our leadership and senior executive team, and also a country that represents

more than 45% of our annual sales.

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.

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Corporate Governance

Managing Board Compensation for 2024

For the year ended December 31, 2024, the Managing Board members

received the following compensation:

	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 granted
Thierry Bernard	$978,500	1,127,477	31,890	$2,137,867	$199,700	128,535
Roland Sackers	$588,370	462,240	44,370	$1,094,980	$117,340	74,439

(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.

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Corporate Governance

Supervisory Board Remuneration for 2024

The Supervisory Board compensation for 2024 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 2024.

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 2024.

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Corporate Governance

For the year ended December 31, 2024, 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
Lawrence A. Rosen	$150,000	4,500	23,250	$177,750	7,056
Dr. Metin Colpan	$57,500	18,000	11,000	$86,500	7,056
Dr. Toralf Haag	$57,500	25,000	—	$82,500	7,056
Dr. Ross L. Levine	$57,500	—	11,000	$68,500	7,056
Dr. Elaine Mardis	$57,500	—	22,000	$79,500	7,056
Bert van Meurs(2)	$43,130	—	8,250	$51,380	—
Eva van Pelt(2)	$47,920	—	12,500	$60,420	—
Dr. Eva Pisa	$57,500	13,500	2,750	$73,750	7,056
Stephen H. Rusckowski	$57,500	13,500	11,000	$82,000	7,056
Elizabeth E. Tallett	$57,500	4,500	34,250	$96,250	7,056

(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)Bert van Meurs and Eva van Pelt joined the Supervisory Board in 2024 and were not eligible for the equity grant for 2024.

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Corporate Governance

Share Ownership

The following table sets forth certain information as of January 31, 2025,

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, 2025
Thierry Bernard	312,125*	209,850
Roland Sackers	383,089*	162,120
Dr. Metin Colpan(2)	171,792*	8,448
Dr. Toralf Haag	2,551*	2,792
Dr. Ross L. Levine	16,273*	8,448
Dr. Elaine Mardis	3,973*	8,448
Bert van Meurs	0	—
Eva van Pelt	0	—
Dr. Eva Pisa	0	—
Lawrence A. Rosen	14,495*	8,448
Stephen H. Rusckowski	24*	—
Elizabeth Tallett	47,224*	8,448

(1)*Indicates that the person beneficially owns less than 0.5% of the Common Shares issued and outstanding as of January 31, 2025. The number of Common Shares outstanding as of January 31, 2025,

was 216,116,102. 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 Shares.

(2)Shares beneficially owned include 105,637 shares held by CC Verwaltungs GmbH, an entity which is controlled by Dr. Colpan.

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Consolidated Financial Statements
Table of Contents
---	---	---	---
82	Report of Independent Registered Public Accounting Firm	140	16. Debt
86	Report of Independent Registered Public Accounting Firm	149	17. Income Taxes
88	Consolidated Balance Sheets	154	18. Equity
90	Consolidated Statements of Income	156	19. Earnings per Common Share
91	Consolidated Statements of Comprehensive Income	157	20. Commitments and Contingencies
92	Consolidated Statements of Changes in Equity	160	21. Segment Information
93	Consolidated Statements of Cash Flows	164	22. Share-Based Compensation
		166	23. Employee Benefits
	Notes to Consolidated Financial Statements	166	24. Related Party Transactions
95	1. Corporate Information and Basis of Presentation	167	25. Subsequent Event
96	2. Effects of New Accounting Pronouncements
98	3. Summary of Significant Accounting Policies
112	4. Revenue
116	5. Acquisitions
117	6. Exit Costs and Impairments
120	7. Short-Term Investments
121	8. Prepaid Expenses and Other Current Assets
122	9. Property, Plant and Equipment
123	10. Investments
125	11. Goodwill and Intangible Assets
128	12. Leases
130	13. Accrued and Other Current Liabilities
131	14. Derivatives and Hedging
137	15. Financial Instruments and Fair Value Measurements
QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 82
---	---	---	---	---	---	---
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 sheets of QIAGEN N.V. and subsidiaries (the Company) as of

December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, changes in equity,

and cash flows for each of the years in the three-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 2023, and the results of its

operations and its cash flows for each of the years in the three-year period ended December 31, 2024, 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, 2024, based on criteria

established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the

Treadway Commission, and our report dated March 28, 2025 expressed an unqualified opinion on the effectiveness of the

Company’s internal control over financial reporting.

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 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.

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Consolidated Financial Statements

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated

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 consolidated 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 separate opinions on the critical audit matters or on the accounts or disclosures to which they

relate.

Assessment of unrecognized tax benefits

As discussed in Note 17 to the consolidated financial statements, the Company conducts its business globally and

operates more than 50 consolidated subsidiaries in multiple tax jurisdictions. This multi-jurisdictional business operation

involves complex intercompany operating and financing activities. The nature of these activities can result in

uncertainties in the estimation of the related income tax exposures. The Company initially recognizes and subsequently

measures the unrecognized tax benefit in its consolidated financial statements when it is more likely than not that the

position will be sustained upon examination by the taxing authorities. As of December 31, 2024, the Company

recorded unrecognized tax benefits of $108.9 million.

We identified the assessment of unrecognized tax benefits as a critical audit matter. Complex auditor judgment and

specialized skills and knowledge were required in evaluating the Company’s interpretation and application of tax laws

in the jurisdictions where it operates and its estimate of the resolution of the tax position.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design

and tested the operating effectiveness of certain internal controls related to the Company’s unrecognized tax benefit

process, including controls related to (1) its interpretation and application of tax statutes and legislation, and changes

thereto, in the various jurisdictions in which it operates and (2) its determination of the estimate for the associated

unrecognized tax benefit. We inspected the Company’s legal composition to identify and assess changes in operating

structures and financing arrangements. We inquired of the Company’s tax department in combination with inspecting

correspondence with the responsible taxing authorities with respect to the results of inspections by taxing authorities.

We involved tax and transfer pricing professionals with specialized skills and knowledge, who assisted in:

—analyzing the Company’s interpretation and application of multi-jurisdictional income tax laws, and changes

thereto, and its impact on the unrecognized tax benefit by reading advice obtained from the Company’s external

specialists

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Consolidated Financial Statements

—inspecting the lapse of statute of limitations and settlements with taxing authorities over a selection of unrecognized

tax benefits to evaluate the amount in the settlement documents compared to the unrecognized tax benefit, and

—inspecting a selection of intercompany operating and financing activities between group entities to assess the

sustainability of tax positions based on their technical merits and the probabilities of possible settlement

alternatives.

Impairment of certain long-lived assets

As discussed in Notes 3 and 6 to the consolidated financial statements, the Company reviews their 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. In 2024, the Company commenced efficiency and profitability initiatives, which also

resulted in the decision to discontinue the NeuMoDx clinical PCR system. Following the decision to discontinue the

NeuMoDx system, the Company performed an impairment test under ASC 360 Property, Plant and Equipment of the

NeuMoDx asset group and fully impaired the asset group, based on the Company’s assumption that the long-lived

assets of the NeuMoDx asset group had no alternative use and no value recoverable in a market disposal.

Additionally, certain property, plant and equipment as well as intangible assets outside of the NeuMoDx asset group

were abandoned (ceased to be used) and impaired as a result of the efficiency program, based on the Company’s

assumption that these assets had no alternative use or salvage value. The Company recorded total impairment

expenses related to these long-lived assets during the year ended December 31, 2024 of $197,913 thousand.

We identified the evaluation of the impairment of certain long-lived assets as a critical audit matter due to the high

degree of complex auditor judgment in evaluating the Company’s assumption that the NeuMoDx asset group impaired

assets have no alternative use or value recoverable in a market disposal and, in respect of such impairments not

included in the NeuMoDx asset group, that the Company had ceased to use the impaired assets and they have no

alternative use or salvage value, as well as the nature of audit evidence obtained regarding the matter.

The following are the primary procedures we performed to address this critical audit matter. We applied auditor

judgment to determine the nature and extent of procedures to be performed over the impairment of these long-lived

assets.

—We evaluated the design and tested the operating effectiveness of an internal control related to the assessment of

alternative uses for the impaired assets and, as applicable, their cease use date.

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 85
Consolidated Financial Statements

—For a sample of the impaired long-lived assets within the NeuMoDx asset group, we evaluated the Company’s

conclusion that the assets had no alternative use or value recoverable in a market disposal through a combination

of:

◦inspecting asset descriptions and uses in underlying documentation; and

◦inquiring with operational management regarding the assets’ potential use by the Company’s other product

areas and value recoverable in a market disposal.

—For a sample of long-lived asset impairments outside of the NeuMoDx asset group, we evaluated the cease use

date and the Company’s conclusion over no alternative use or salvage value through a combination of:

◦inspecting software and hardware descriptions and an underlying license agreement;

◦inquiring with operational management regarding the assets’ underlying uses, cease use dates, potential uses

by the Company’s other product areas and salvage value; and

◦inspecting termination agreements with third party suppliers regarding cease use date.

—We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed,

including the appropriateness of the nature of such evidence.

/s/ KPMG AG Wirtschaftsprüfungsgesellschaft

We have served as the Company’s auditor since 2015.

Düsseldorf, Germany

March 28, 2025

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 86
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’ (the Company) internal control over financial reporting as of December

31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of

Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects,

effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal

Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway

Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United

States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related

consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the

three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements),

and our report dated March 28, 2025 expressed an unqualified opinion on those consolidated financial statements.

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. Our audit of internal control over financial reporting included obtaining an

understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing

and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also

included performing such other procedures as we considered necessary in the circumstances. We believe that our audit

provides a reasonable basis for our opinion.

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 87
Consolidated Financial Statements

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/ KPMG AG Wirtschaftsprüfungsgesellschaft

Düsseldorf, Germany

March 28, 2025

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 88

QIAGEN N.V. and Subsidiaries Consolidated Balance Sheets

(in thousands)		As of December 31,
	Notes	2024	2023
Assets
Current assets:
Cash and cash equivalents	(3)	$663,555	$668,084
Short-term investments	(7)	489,437	389,698
Accounts receivable, net of allowance for credit losses of $18,226 and $17,296, respectively	(3, 24)	349,278	381,877
Inventories, net	(3, 6)	279,256	398,385
Prepaid expenses and other current assets	(8, 24)	178,327	309,516
Total current assets		1,959,853	2,147,560
Long-term assets:
Property, plant and equipment, net of accumulated depreciation of $516,324 and $516,765, respectively	(9)	753,611	765,037
Goodwill	(11)	2,425,418	2,475,732
Intangible assets, net of accumulated amortization of $693,062 and $748,590, respectively	(11, 6)	303,815	526,821
Fair value of derivative instruments - long-term	(14)	3,174	3,083
Other long-term assets	(10, 12, 17)	243,751	196,957
Total long-term assets		3,729,769	3,967,630
Total assets		$5,689,622	$6,115,190

The accompanying notes are an integral part of these consolidated financial statements.

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 89

QIAGEN N.V. and Subsidiaries Consolidated Balance Sheets

(in thousands, except par value)	As of December 31,
	2024	2023
Liabilities and equity
Current liabilities:
Current portion of long-term debt	$53,481	$587,970
Accrued and other current liabilities	406,876	407,168
Accounts payable	83,272	84,155
Total current liabilities	543,629	1,079,293
Long-term liabilities:
Long-term debt, net of current portion	1,338,067	921,824
Fair value of derivative instruments - long-term	—	98,908
Other long-term liabilities	240,587	207,401
Total long-term liabilities	1,578,654	1,228,133
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—223,904 shares in 2024 and 230,829 in 2023	2,601	2,702
Additional paid-in capital	1,666,070	1,915,115
Retained earnings	2,448,122	2,456,800
Accumulated other comprehensive loss	(474,539)	(433,830)
Less treasury shares, at cost—1,614 and 2,627 shares, respectively	(74,915)	(133,023)
Total equity	3,567,339	3,807,764
Total liabilities and equity	$5,689,622	$6,115,190

All values are in Euros.

The accompanying notes are an integral part of these consolidated financial statements.

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 90

QIAGEN N.V. and Subsidiaries Consolidated Statements of Income

(in thousands, except per share data)		Years ended December 31,
	Notes	2024	2023	2022
Net sales	(3, 4, 24)	$1,978,214	$1,965,311	$2,141,518
Cost of sales:
Cost of sales	(6)	952,323	667,425	696,472
Acquisition-related intangible amortization	(3)	58,541	64,198	60,483
Total cost of sales		1,010,864	731,623	756,955
Gross profit		967,350	1,233,688	1,384,563
Operating expenses:
Sales and marketing		450,929	459,912	474,220
Research and development	(3)	193,494	198,511	189,859
General and administrative	(3)	113,432	119,254	129,725
Acquisition-related intangible amortization	(3)	9,596	10,764	14,531
Restructuring, acquisition, integration and other, net	(1, 3, 6)	102,188	35,309	44,768
Total operating expenses		869,639	823,750	853,103
Income from operations		97,711	409,938	531,460
Other income (expense):
Interest income		68,016	78,992	32,757
Interest expense		(43,841)	(53,410)	(58,357)
Other (expense) income, net	(10, 14)	(739)	(5,711)	6,741
Total other income (expense), net		23,436	19,871	(18,859)
Income before income tax expense		121,147	429,809	512,601
Income tax expense	(3, 17)	37,556	88,506	89,390
Net income		$83,591	$341,303	$423,211
Basic earnings per common share	(19)	$0.38	$1.50	$1.86
Diluted earnings per common share	(19)	$0.37	$1.48	$1.84
Weighted-average common shares outstanding:
Basic	(19)	222,619	228,146	227,577
Diluted	(19)	224,717	230,619	230,136

The accompanying notes are an integral part of these consolidated financial statements.

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 91

QIAGEN N.V. and Subsidiaries Consolidated Statements of Comprehensive Income

(in thousands)	Years ended December 31,
	2024	2023	2022
Net income	$83,591	$341,303	$423,211
Other comprehensive (loss) income to be reclassified to profit or loss in subsequent periods:
Gains (losses) on cash flow hedges (net of 30,145 tax expense in 2024 and 18,344 tax benefit in 2023)	86,698	(52,755)	(24,098)
Reclassification adjustments on cash flow hedges (net of 29,102 tax benefit in 2024 and 17,183 tax expense in 2023)	(83,696)	49,417	21,940
Cash flow hedges (net of 1,043 tax expense in 2024 and 1,161 tax benefit in 2023)	3,002	(3,338)	(2,158)
Net investment hedge	24,552	(18,396)	(14,724)
(Loss) gain on pension (net of 227 tax benefit in 2024, 72 and 528 tax expense in 2023 and 2022, respectively)	(530)	167	1,233
Foreign currency translation adjustments (net of 854 tax benefit in 2022)	(67,733)	(8,172)	(61,772)
Other comprehensive loss	(40,709)	(29,739)	(77,421)
Comprehensive income	$42,882	$311,564	$345,790

All values are in US Dollars.

The accompanying notes are an integral part of these consolidated financial statements.

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 92

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, 2021		230,829	$2,702	$1,818,508	$1,791,740	($326,670)	(3,755)	($189,730)	$3,096,550
Net income		—	—	—	423,211	—	—	—	423,211
Other comprehensive loss		—	—	—	—	(77,421)	—	—	(77,421)
Issuance of common shares in connection with stock<br><br>plan	(22)	—	—	—	(54,778)	—	1,171	54,899	121
Tax withholding related to vesting of stock awards	(22)	—	—	—	—	—	(529)	(25,357)	(25,357)
Share-based compensation	(22)	—	—	49,507	—	—	—	—	49,507
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

The accompanying notes are an integral part of these consolidated financial statements.

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 93

QIAGEN N.V. and Subsidiaries Consolidated Statements of Cash Flows

(in thousands)		Years ended December 31,
	Notes	2024	2023	2022
Cash flows from operating activities:
Net income		$83,591	$341,303	$423,211
Adjustments to reconcile net income to net cash provided by operating activities, net of<br><br>effects of businesses acquired:
Depreciation and amortization		203,268	205,336	208,397
Non-cash impairments	(6, 10)	203,408	4,158	12,970
Amortization of debt discount and issuance costs		18,428	30,162	33,701
Share-based compensation expense	(22)	43,627	47,100	49,507
Deferred tax (benefit) expense	(17)	(23,041)	10,731	(9,603)
Loss on marketable securities		426	—	6,230
Other items, net including fair value changes in derivatives		8,391	7,623	22,732
Net changes in operating assets and liabilities:
Accounts receivable	(3)	12,218	(55,119)	15,451
Inventories	(3, 6)	87,755	(44,787)	(61,950)
Prepaid expenses and other current assets	(8)	14,234	4,390	58,999
Other long-term assets		(1,194)	691	(2,025)
Accounts payable		1,446	(22,417)	(1,756)
Accrued and other current liabilities	(13)	(8,642)	(55,583)	(17,837)
Income taxes	(17)	25,528	(7,458)	(21,894)
Other long-term liabilities		4,108	(6,675)	(869)
Net cash provided by operating activities		673,551	459,455	715,264
Cash flows from investing activities:
Purchases of property, plant and equipment		(167,174)	(149,710)	(129,224)
Purchases of intangible assets	(11)	(4,068)	(13,092)	(20,112)
Purchases of short-term investments	(7)	(685,915)	(976,448)	(1,385,929)
Proceeds from redemptions of short-term investments	(7)	584,979	1,270,551	883,083
Cash paid for acquisitions, net of cash acquired	(5)	—	(149,532)	(63,651)
Cash received (paid) for collateral asset	(14)	25,414	(66,583)	(9,881)
Purchases of investments, net	(10)	(2,465)	(2,870)	(1,156)
Other investing activities		—	29	107
Net cash used in investing activities		(249,229)	(87,655)	(726,763)
QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 94
---	---	---	---	---	---	---

QIAGEN N.V. and Subsidiaries Consolidated Statements of Cash Flows

(in thousands)		Years ended December 31,
	Notes	2024	2023	2022
Cash flows from financing activities:
Proceeds from long-term debt, net of issuance costs	(16)	494,211	—	371,452
Repayment of long-term debt	(16)	(601,536)	(400,000)	(480,003)
Capital repayment	(18)	(292,099)	—	—
Proceeds from exercise of call options related to cash convertible notes	(16)	—	36,762	—
Payment of intrinsic value of cash convertible notes	(16)	—	(36,762)	—
Tax withholding related to vesting of stock awards	(22)	(34,161)	(17,675)	(25,357)
Cash received (paid) for collateral liability	(14)	11,350	(16,315)	12,556
Cash paid for contingent consideration		—	—	(4,572)
Other financing activities		(661)	163	121
Net cash used in financing activities		(422,896)	(433,827)	(125,803)
Effect of exchange rate changes on cash and cash equivalents		(5,955)	(558)	(12,545)
Net decrease in cash and cash equivalents		(4,529)	(62,585)	(149,847)
Cash and cash equivalents, beginning of period		668,084	730,669	880,516
Cash and cash equivalents, end of period		$663,555	$668,084	$730,669
Supplemental cash flow disclosures:
Cash paid for interest		$24,181	$20,348	$23,208
Cash paid for income taxes, net of refunds		$15,684	$82,409	$120,476
Supplemental disclosure of non-cash investing activities:
Equity securities acquired in non-monetary exchange	(10)	$—	$2,604	$1,475

The accompanying notes are an integral part of these consolidated financial statements.

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 95
Notes to the Consolidated Financial Statements
December 31, 2024

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 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, RNA 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 R&D and industrial applications, primarily forensics) and Molecular

Diagnostics for clinical healthcare. As of December 31, 2024, we employed more than 5,700 people in over 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 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. In May 2022, we acquired BLIRT S.A., a

supplier of standardized and customized solutions for proteins and enzymes as well as molecular biology reagents located

in Gdańsk, Poland. 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. These acquisitions were not significant to the overall consolidated financial statements.

As of April 1, 2022, the results of our subsidiary in Türkiye are reported under highly inflationary accounting as the prior

three-years cumulative inflation rate exceeded 100 percent.

In 2022, we suspended activities in Russia and also with our former commercial partner in Belarus. Due to uncertainties

related to the war in Ukraine, and although not material to our consolidated results of operations, during the year ended

December 31, 2022, we recorded a combination of credit losses, write-offs and impairments related to our subsidiary in

Moscow, Russia totaling $4.0 million. These charges are included in the line item restructuring, acquisition, integration and

other, net in the accompanying consolidated statement of income.

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 96
Notes to the Consolidated Financial Statements

Effects of New Accounting Pronouncements

The following new Financial Accounting Standards Board (FASB) Accounting Standards Updates (ASU) were adopted in

2024, 2023 and 2022:

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 in this

annual report for the year ended December 31, 2024 as disclosed in Note 21 "Segment Information."

Adoption of New Accounting Standards in 2023

No adoption of new accounting standards in 2023.

Adoption of New Accounting Standards in 2022

ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, creates an exception

to the recognition and measurement principles in ASC 805, Business Combinations. The amendments require an acquirer

to use the guidance in ASC 606, Revenue from Contracts with Customers, rather than using fair value, when recognizing

and measuring contract assets and contract liabilities related to customer contracts assumed in a business combination. We

early adopted ASU 2021-08 on January 1, 2022. The amended guidance applies on a prospective basis to business

combinations that occur after the adoption date.

New Accounting Standards Not Yet Adopted

The following new FASB Accounting Standards Updates were not yet adopted as of December 31, 2024:

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,

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 97
Notes to the Consolidated Financial Statements

2024, and early adoption is permitted. We will adopt the new disclosures prospectively beginning with the annual

reporting for the year ended December 31, 2025.

ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic

220-40): Disaggregation of Income Statement Expenses improves financial reporting and responds to investor input by

requiring public companies to disclose, in interim and annual reporting periods, additional information about certain

expenses in the notes to financial statements. The amendments in this ASU should be applied either (1) prospectively to

financial statements issued for reporting periods after the effective date of this update or (2) retrospectively to any or all

prior periods presented in the financial statements. The amendments in the ASU are effective for annual reporting periods

beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is

permitted.

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 98
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 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 99
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) income, 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) income, net. The net gain or loss on foreign currency transactions was a net loss of $4.5 million in 2024, a net

loss of $5.8 million in 2023 and a net gain of $2.7 million in 2022 and are included in other (expense) income, 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
	2024	2023	2024	2023	2022
Euro (EUR)	1.0389	1.1050	1.0821	1.0814	1.0542
Pound Sterling (GBP)	1.2529	1.2715	1.2782	1.2435	1.2376
Swiss Franc (CHF)	1.1038	1.1933	1.1362	1.1133	1.0486
Japanese Yen (JPY)	0.0064	0.0071	0.0066	0.0071	0.0077
Chinese Yuan (CNY)	0.1370	0.1408	0.1390	0.1413	0.1489
QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 100
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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.

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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, 2024, 2023 and 2022, shipping and handling costs totaled $33.4 million, $32.4 million and $34.4

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, 2024, 2023 and 2022 were $9.6 million, $11.5 million and $15.8

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. The

specific measures and associated estimated costs are based on management's best business judgment under the existing

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 102
Notes to the Consolidated Financial Statements

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.

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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,

2024 and 2023 were as follows:

(in thousands)	2024	2023
Cash at bank and on hand	$92,705	$87,380
Money market funds	399,917	481,360
Commercial paper	—	9,982
Short-term bank deposits	170,933	89,362
Cash and cash equivalents	$663,555	$668,084
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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 fair value, which is equivalent to the amortized cost, in the accompanying consolidated

balance sheet. Interest income is accrued when earned and changes in fair market values are reflected in other (expense)

income, 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) income, 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 and cash equivalents, notes receivable, accounts receivable, accounts payable and accrued

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 zero coupon convertible debt and the cash

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 2024, 2023, and 2022, 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, 2024, 2023 and 2022 are as follows:

(in thousands)	Accounts receivable			Loans and other receivables
	2024	2023	2022	2024	2023	2022
Balance at beginning of year	$17,296	$22,880	$23,124	$53	$10,598	$5,142
Provisions for expected credit losses	4,204	(2,873)	4,483	(5)	5	5,574
Deductions from allowance	(2,148)	(2,378)	(2,685)	—	(10,552)	—
Currency translation adjustments and other	(1,126)	(333)	(2,042)	(4)	2	(118)
Balance at end of year	$18,226	$17,296	$22,880	$44	$53	$10,598

In 2022, we fully reserved a $10.6 million loan receivable from a related party, and in 2023, the defaulted loan was

written off against the reserve.

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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, 2024 and 2023:

(in thousands)	2024	2023
Raw materials	$52,770	$91,204
Work in process	72,675	94,736
Finished goods	153,811	212,445
Total inventories, net	$279,256	$398,385

In 2024, $93.5 million of inventory was impaired in connection with the discontinuation of NeuMoDx, further discussed in

Note 6 "Exit Costs and Impairments."

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. 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, 2024, 2023 and 2022, goodwill has not been

impaired.

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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,

2024 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

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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.

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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

78-80% 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 8-10% of our

net sales.

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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 11-12% 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 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 114
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, 2024, we have $72.0 million of

remaining performance obligations for which the transaction price is not constrained related to these contracts which we

expect to recognize over the next 12 to 18 months.

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, revenue expected to be recognized in any future year related to remaining 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, 2024 and 2023 totaled $14.5 million and $15.0 million, respectively, and are

included in prepaid expenses and other current assets in the accompanying consolidated balance sheets and 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, 2024 and 2023, contract liabilities totaled $88.8 million and $82.1 million, respectively, of which $70.8

million and $66.4 million, respectively, is included in accrued and other current liabilities and $18.0 million and $15.7

million, respectively, is included in other long-term liabilities. During the years ended December 31, 2024 and 2023, we

satisfied the associated performance obligations and recognized revenue of $75.5 million and $66.8 million, respectively,

related to advance customer payments previously received.

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 115
Notes to the Consolidated Financial Statements

Disaggregation of Revenue

We disaggregate our revenue based on product type and customer class as shown below for the years ended

December 31, 2024, 2023 and 2022:

(in thousands)	2024	2023	2022
Consumables and related revenues	$1,005,982	$951,366	$1,029,791
Instruments	72,583	84,111	96,436
Molecular Diagnostics	1,078,565	1,035,477	1,126,227
Consumables and related revenues	754,257	774,847	859,133
Instruments	145,392	154,987	156,158
Life Sciences	899,649	929,834	1,015,291
Total net sales	$1,978,214	$1,965,311	$2,141,518

Additionally, we disaggregate our revenue based on the product categories as shown below for the years ended

December 31, 2024, 2023 and 2022:

(in thousands)	2024	2023	2022
Sample technologies	$642,031	$662,991	$796,932
Diagnostic solutions	748,888	697,630	660,879
PCR / Nucleic acid amplification	300,468	300,204	390,804
Genomics / NGS	233,608	238,910	224,797
Other	53,219	65,576	68,106
Total net sales	$1,978,214	$1,965,311	$2,141,518

Refer to Note 21 "Segment Information" for disclosure of revenue by geographic region.

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 116
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.

2023 Business Combination

On January 3, 2023, we acquired 100% of the shares of Verogen, Inc., a leader in the use of next-generation sequencing

(NGS) technologies to drive the future of human identification (HID) and forensic investigation. Verogen, a privately held

company founded in 2017 and based in San Diego, California, supports the global human identification community with

NGS tools and professional services to help resolve criminal and missing-persons cases. The cash consideration, net of

cash acquired was $149.5 million. 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. 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.

2022 Business Combination

On May 11, 2022, we acquired BLIRT S.A., a supplier of standardized and customized solutions for proteins and enzymes

as well as molecular biology reagents located in Gdańsk, Poland. Its offering includes proteins and enzymes that are

critical to the life sciences industry and diagnostic kit manufacturers. The cash consideration, net of cash acquired was

$63.7 million. The acquisition was 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. The acquisition did not have

a material impact to net sales, net income or earnings per share and therefore no pro forma information has been provided

herein.

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 117
Notes to the Consolidated Financial Statements

Exit Costs and Impairments

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. The costs for the 2024 program largely included non-

cash charges for impairment of long-lived assets and, to a lesser extent, cash-settled charges for employee-related costs and

facility exit and other costs, including contract termination costs.

A summary of the liability, which is recorded in accrued and other current liabilities in the accompanying consolidated

balance sheet, as of December 31, 2024 is as follows:

(in thousands)	Employee-related<br><br>costs	Exit and<br><br>other costs	Total
Costs incurred	$30,205	$60,287	$90,492
Cash payments	(7,949)	(27,838)	(35,787)
Non-cash settlements	—	(6,423)	(6,423)
Foreign currency translation adjustment	(421)	454	33
Liability at December 31, 2024	$21,835	$26,480	$48,315

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 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 118
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, 2024.

Classification and Type of Charge<br><br>(in thousands)	Year Ended<br><br>December 31,<br><br>2024
Cost of sales:
Exit costs, including contract termination costs	$43,355
Employee-related costs	8,204
Intangible asset impairments	133,738
Inventories	93,473
Property, plant and equipment impairments	16,288
Total costs in cost of sales	$295,058
Restructuring, acquisition, integration and other, net:
Exit costs	$16,932
Employee-related costs	22,001
Property, plant and equipment impairments	46,351
Other asset write-downs	4,569
Intangible asset impairments	1,536
Total costs in restructuring, acquisition, integration and other, net	$91,389
Total costs	$386,447

Following the decision to discontinue the NeuMoDx system, we wrote-off all NeuMoDx related inventory that was not

expected to be sold by the ultimate date of phase out in mid-2025.

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 119
Notes to the Consolidated Financial Statements

Following an impairment test performed under ASC 360 Property, Plant and Equipment, certain long-lived assets were fully

impaired. The impairment test considered the estimated future cash flows of the NeuMoDx asset group, the lack of

alternative use for the long-lived assets and no value recoverable in a market disposal. As a result, impairments were

recorded for assets under construction, machinery and equipment and computer software. Intangible asset impairments

included the impairment of developed technology related to the NeuMoDx system, the termination of licenses which were

used exclusively in connection with this system and in-process research and development acquired in the acquisition of

NeuMoDx in 2020.

Outside of the NeuMoDx asset group, other long-lived assets, including property, plant and equipment and intangible

assets, were impaired as a result of actions taken in implementing the efficiency program. Such impairments primarily

related to software applications and platforms and related development projects as well as a license agreement which

were abandoned and ceased to be used during the year and determined by management to have no alternative use or

salvage value.

We anticipate total program costs of approximately $400.0 million upon the completion of the program in 2025, with

$15.0 million to $20.0 million of additional costs to be incurred in 2025 primarily for employee-related and other exit

costs.

2022 Restructuring

During the fourth quarter of 2022, we initiated a restructuring plan to discontinue our third-party instrument service business

and realign certain management positions and personnel in order to improve the overall management structure.

The below table shows the pre-tax restructuring charges recorded in 2023 and 2022 in the accompanying consolidated

statements of income. No charges were incurred in 2024 related to this program.

(in thousands)	2023	2022
Cost of sales	$—	$391
Restructuring, acquisition, integration and other, net	6,948	4,612
Total restructuring charges	$6,948	$5,003

Cost of sales charges in 2022 were for inventory write-downs.

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 120
Notes to the Consolidated Financial Statements

A summary of the restructuring liability, which is recorded in accrued and other current liabilities in the accompanying

consolidated balance sheets, as of December 31, 2024 and 2023 is as follows:

(in thousands)	Employee-related<br><br>costs	Exit and<br><br>other costs	Total
Liability at December 31, 2022	$4,145	$494	$4,639
Cost incurred in 2023	7,457	160	7,617
Release of accruals	(662)	(7)	(669)
Cash payments	(3,667)	(500)	(4,167)
Foreign currency translation adjustment	137	—	137
Liability at December 31, 2023	$7,410	$147	$7,557
Release of accruals	(941)	(52)	(993)
Cash payments	(5,898)	(94)	(5,992)
Foreign currency translation adjustment	(263)	(1)	(264)
Liability at December 31, 2024	$308	$—	$308

No further charges related to this program are expected to be incurred in 2025.

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, 2024 and 2023, short-term investments were as follows:

(in thousands)	2024	2023
Money market deposits	$380,584	$308,675
Commercial paper	108,853	81,023
Total short-term investments	$489,437	$389,698

Money market deposits are interest-bearing deposit accounts, valued at cost 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.

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 121
Notes to the Consolidated Financial Statements

Investments in commercial paper, a marketable debt security, are classified as available for sale investments and are

carried at amortized cost, which approximates fair market 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, 2024 and 2023:

(in thousands)	Notes	2024	2023
Income taxes receivable	(17)	$46,563	$60,639
Prepaid expenses		41,772	44,854
Other receivables		31,326	38,177
Fair value of derivative instruments	(14)	23,604	43,230
Value added tax		17,291	19,911
Contract assets	(4)	14,525	15,039
Cash collateral	(14)	3,246	87,666
Total prepaid expenses and other current assets		$178,327	$309,516
QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 122
---	---	---	---	---	---	---
Notes to the Consolidated Financial Statements

Property, Plant and Equipment

Property, plant and equipment as of December 31, 2024 and 2023 were as follows:

(in thousands)	Estimated useful<br><br>lives (in years)	2024	2023
Land		$24,937	$26,239
Buildings and improvements	up to 60	381,506	382,836
Machinery and equipment	3-15	284,161	309,930
Computer software	3-20	274,844	267,572
Furniture and office equipment	3-10	78,332	91,247
Construction in progress		226,155	203,978
Total property, plant and equipment		1,269,935	1,281,802
Less: Accumulated depreciation and amortization		(516,324)	(516,765)
Total property, plant and equipment, net		$753,611	$765,037

During 2024, we incurred impairments in connection with the program discussed in Note 6 "Exit Costs and Impairments."

For the year ended December 31, 2024, 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, 2024 and 2023, interest capitalized in connection with these projects totaled $2.6 million and

$1.2 million, respectively. No significant interest was capitalized for the year ended December 31, 2022.

For the years ended December 31, 2024, 2023 and 2022, depreciation and amortization expense totaled $91.5 million,

$85.6 million and $89.5 million, respectively. For the years ended December 31, 2024, 2023 and 2022, amortization

related to computer software to be sold, leased or marketed totaled $13.0 million, $11.7 million and $10.8 million,

respectively. As of December 31, 2024 and 2023, the unamortized balance of computer software to be sold, leased or

marketed was $106.9 million and $97.9 million, respectively.

Repairs and maintenance expense was $17.8 million, $19.3 million and $16.8 million in 2024, 2023 and 2022,

respectively.

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 123
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,
		2024	2023	2024	2023	2022
TVM Life Science Ventures III	3.10%	$11,807	$7,198	$1,916	$947	($901)
PreAnalytiX GmbH	50.00%	3,965	3,422	4,344	4,977	4,377
Suzhou Fuda Business Management and Consulting Partnership	33.67%	2,469	2,581	(44)	49	—
Apis Assay Technologies Ltd	19.90%	—	2,408	(433)	(1,694)	389
Actome GmbH	12.50%	—	586	(163)	(216)	(201)
Hombrechtikon Systems Engineering AG(1)	19.00%	(193)	(275)	100	100	94
Total		$18,048	$15,920	$5,720	$4,163	$3,758

(1) This investment is included in other long-term liabilities in the accompanying consolidated balance sheet as of December 31, 2024 to the extent that we

are committed to fund losses.

During 2024, impairment charges totaling $2.4 million were recorded in other (expense) income, net in the accompanying

consolidated statement of income. The investments in Apis Assay Technologies Ltd and Actome GmbH were fully impaired

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, 2024,

2023 and 2022, we made cash payments to TVM of $2.7 million, $2.4 million and $1.1 million, respectively. As of

December 31, 2024, our remaining unfunded commitment to TVM was $4.1 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, 2024, 2023 and 2022, dividends received from PreAnalytix GmbH totaled $3.6

million, $9.1 million and $7.5 million, respectively. These dividends are a return on investment and therefore classified as

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 124
Notes to the Consolidated Financial Statements

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, 2024, four of our equity method investments are variable interest entities and we are not the primary

beneficiary as we do not hold the power to direct the activities that most significantly impact the economic performance.

Therefore, these investments are not consolidated. As of December 31, 2024, these investments had a total net carrying

value of $11.6 million, of which $11.8 million, representing our maximum exposure to loss, is included in other long-term

assets and $0.2 million is included in other long-term liabilities in the accompanying consolidated balance sheet. As of

December 31, 2023, these investments totaled $9.9 million, of which $10.2 million is included in other long-term assets

and $0.3 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, 2024 and 2023, we had investments in non-publicly traded companies that do not have readily

determinable fair values with carrying amounts that totaled $4.3 million and $4.4 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 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,

2024 and 2023 are as follows:

(in thousands)	2024	2023
Balance at beginning of year	$4,435	$5,329
Impairments	(250)	(4,158)
Cash investments in equity securities, net	342	491
Shares received in exchange for services performed	—	2,604
Foreign currency translation adjustments	(244)	169
Balance at end of year	$4,283	$4,435

Impairments during 2024 and 2023 were recorded to other (expense) income, net in the accompanying consolidated

statements of income. In 2024, an investment value declined following an observable change in price of the underlying

investment and in 2023, there was an adverse change in an investee's solvency that indicated that the carrying value was

no longer recoverable.

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 125
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, 2024 and 2023:

(in thousands)	Weighted<br><br>average life<br><br>(in years)	2024	2023
		Gross carryingamount	Gross carryingamount
Amortized intangible assets:
Patent and license rights	9.94	169,436	202,785
Developed technology	11.20	646,554	798,571
Customer base, trademarks, and non-compete agreements	11.97	180,887	212,285
Total amortized intangible assets	11.13	996,877	1,213,641
Unamortized intangible assets:
In-process research and development		—	61,770
Goodwill		2,425,418	2,475,732
Total unamortized intangible assets		2,425,418	2,537,502

All values are in US Dollars.

In 2024 and 2023, fully amortized intangible assets with a gross carrying amount of $93.7 million and $87.3 million,

respectively, were retired.

During 2024, $6.4 million of in-process research and development was completed and transferred to developed

technology to be amortized over the estimated useful life of the asset and $55.0 million of in-process research and

development was impaired in connection with the discontinuation of NeuMoDx, further discussed in Note 6 "Exit Costs and

Impairments."

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 126
Notes to the Consolidated Financial Statements

The changes in intangible assets, net excluding goodwill for the years ended December 31, 2024 and 2023 are as

follows:

(in thousands)	2024	2023
Balance at beginning of year	$526,821	$544,796
Additions	3,496	11,077
Additions from acquisitions	—	58,000
Amortization	(84,869)	(93,755)
Impairments	(135,274)	—
Foreign currency translation adjustments	(6,359)	6,703
Balance at end of year	$303,815	$526,821

In 2024, $135.3 million of intangible assets were impaired in connection with the discontinuation of NeuMoDx, further

discussed in Note 6 "Exit Costs and Impairments."

Amortization expense on intangible assets totaled approximately $84.9 million, $93.8 million and $93.7 million,

respectively, for the years ended December 31, 2024, 2023 and 2022. Amortization of intangibles for the next five years

for the years ended December 31 is expected to be approximately:

(in thousands)
2025	$67,207
2026	$59,803
2027	$54,138
2028	$47,082
2029	$17,181

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.

Cash paid for purchases of intangible assets during the year ended December 31, 2023 totaled $13.1 million which

includes $10.8 million of cash paid for current year additions and $2.3 million of payments for assets that were accrued

as of December 31, 2022.

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 127
Notes to the Consolidated Financial Statements

The changes in goodwill for the years ended December 31, 2024 and 2023 are as follows:

(in thousands)	2024	2023
Balance at beginning of year	$2,475,732	$2,352,569
Business combinations	—	95,136
Purchase adjustments	—	(4,350)
Foreign currency translation adjustments	(50,314)	32,377
Balance at end of year	$2,425,418	$2,475,732

During 2024, the change in goodwill due to foreign currency translation adjustments resulted from changes in the

exchange rates of the euro, Swiss franc and Australian dollar. The changes in goodwill during 2023 resulted from the

January 2023 acquisition of Verogen, Inc. and foreign currency translation adjustments from rate movements in the euro,

Swiss franc and British pound.

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 128
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 20 years,

some include options to extend or renew, and some include options to early terminate the leases. As of December 31,

2024 and 2023, 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, 2024 and 2023, 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, 2024 and 2023, we recognized $30.6 million and $28.6 million in total

lease costs, respectively.

Supplemental balance sheet and other information related to operating leases as of December 31, 2024 and 2023 are as

follows:

(in thousands,<br><br>except lease term and discount rate)	Location in consolidated balance sheet	2024	2023
Operating lease right-of-use assets	Other long-term assets	$116,238	$105,240
Current operating lease liabilities	Accrued and other current liabilities	$24,335	$22,268
Long-term operating lease liabilities	Other long-term liabilities	$96,658	$79,063
Weighted average remaining lease term		7.38 years	6.80 years
Weighted average discount rate		3.31%	2.85%

Supplemental cash flow information related to operating leases for the years ended December 31, 2024 and 2023 is as

follows:

(in thousands)	2024	2023
Cash paid for operating leases included in cash flows from operating activities	$27,306	$29,300
Operating lease right-of-use assets obtained in exchange for lease obligations	$44,219	$30,911
QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 129
---	---	---	---	---	---	---
Notes to the Consolidated Financial Statements

Future operating lease payments as of December 31, 2024 are as follows:

Years ending December 31,<br><br>(in thousands)
2025	$27,056
2026	23,052
2027	19,156
2028	14,535
2029	9,216
Thereafter	42,327
Total lease payments	135,342
Less: Imputed interest	(14,349)
Total	$120,993

As of December 31, 2024, we had entered into an operating lease agreement for a research and development and

manufacturing facility that commences in 2025. The lease involves future undiscounted lease payments totaling $31.4

million over 21 years.

We had not entered into any material finance leases as of December 31, 2024 and 2023.

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 130
Notes to the Consolidated Financial Statements

Accrued and Other Current Liabilities

Accrued and other current liabilities at December 31, 2024 and 2023 consist of the following:

(in thousands)	Notes	2024	2023
Payroll and related accruals		$85,579	$81,377
Other liabilities	(6)	82,671	62,819
Deferred revenue	(4)	70,827	66,432
Accrued expenses		51,673	70,007
Income taxes payable	(17)	24,946	12,475
Operating lease liabilities	(12)	24,335	22,268
Accrued contingent consideration and milestone payments	(15)	20,650	18,359
Cash collateral	(14)	16,790	5,440
Fair value of derivative instruments	(14)	13,753	49,774
Accrued interest on long-term debt	(16)	10,554	8,518
Accrued royalties	(20)	5,098	9,699
Total accrued and other current liabilities		$406,876	$407,168
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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, 2024, cash collateral positions consisted 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. As of December 31, 2023, we had cash collateral positions consisting of $5.4 million recorded in accrued

and other current liabilities and $87.7 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." Of the $331.1 million, €109.5 million remained outstanding and designated as

the hedging instrument as of December 31, 2023 against a portion of our euro net investments in our foreign operations.

As further described in Note 16, two tranches of the 2017 Schuldschein matured and were paid in June 2024. As a result,

as of December 31, 2024, €14.5 million remained designated as a hedging instrument. 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.

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, 2024 and 2023 is $10.7 million and $35.2 million, respectively.

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Notes to the Consolidated Financial Statements

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, 2024 and 2023.

Derivatives Designated as Hedging Instruments

Cash Flow Hedges

As of December 31, 2024 and 2023, 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, 2024, we expect approximately $0.9

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 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) income, 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.

We determined that no ineffectiveness exists related to the remaining swaps. As of December 31, 2024 and 2023, interest

receivables of $3.2 million and $8.4 million, respectively, are recorded in prepaid expenses and other current assets in the

accompanying consolidated balance sheets.

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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) income, 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) income, 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)

income, 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) income, net in the accompanying consolidated statement of income.

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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 $645.7 million at December 31, 2024 and expire at various dates through July 2025. At December 31, 2023,

these arrangements had an aggregate notional value of $590.9 million, which expired at various dates through September

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) income,

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, 2024 and 2023:

(in thousands)	2024		2023
	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	$—	$3,083
Total derivative instruments designated as hedges	17,843	3,174	—	3,083
Undesignated derivative instruments
Equity options	—	—	39,759	—
Foreign exchange forwards and options	5,761	—	3,471	—
Total undesignated derivative instruments	5,761	—	43,230	—
Total derivative assets	$23,604	$3,174	$43,230	$3,083
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Notes to the Consolidated Financial Statements
(in thousands)	2024		2023
---	---	---	---	---
	Current liability	Long-term liability	Current liability	Long-term liability
Liabilities:
Derivative instruments designated as hedges
Interest rate contracts - cash flow hedge(1)	$—	$—	$—	($98,908)
Total derivative instruments designated as hedges	—	—	—	(98,908)
Undesignated derivative instruments
Cash convertible notes embedded conversion option	—	—	(39,830)	—
Foreign exchange forwards and options	(13,752)	—	(9,944)	—
Total undesignated derivative instruments	(13,752)	—	(49,774)	—
Total derivative liabilities	($13,752)	$—	($49,774)	($98,908)

(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, 2024,

2023 and 2022:

(in thousands)	2024	2023	2022
	Other (expense)<br><br>income, net	Other (expense)<br><br>income, net	Other (expense)<br><br>income, 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	($739)	($5,711)	$6,741
Gains (losses) on derivatives in cash flow hedges:
Interest rate contracts
Amount of (loss) gain reclassified from accumulated other comprehensive loss	($24,689)	$66,600	$21,940
Amounts excluded from effectiveness testing	—	—	—
Gains (losses) on derivatives in fair value hedges:
Interest rate contracts
Hedged item	—	—	1,971
Derivatives designated as hedging instruments	—	—	(1,971)
Gains (losses) on derivatives not designated as hedging instruments:
Equity options	(39,759)	(182,011)	(130,801)
Cash convertible notes embedded cash conversion option	39,830	182,802	131,227
Foreign exchange forwards and options	(8,399)	(8,610)	72,641
Total (losses) gains on derivative instruments	($33,017)	$58,781	$95,007
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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, 2024 and 2023:

(in thousands)	2024				2023
	Level 1	Level 2	Level 3	Total	Level 1	Level 2	Level 3	Total
Assets:
Cash equivalents	$399,917	$—	$—	$399,917	$481,360	$9,982	$—	$491,342
Short-term investments	—	—	—	—	—	81,023	—	81,023
Non-marketable equity securities	—	—	4,283	4,283	—	—	4,435	4,435
Equity options	—	—	—	—	—	39,759	—	39,759
Foreign exchange forwards and options	—	5,761	—	5,761	—	3,471	—	3,471
Interest rate contracts - cash flow hedge	—	21,017	—	21,017	—	3,083	—	3,083
Total financial assets	$399,917	$26,778	$4,283	$430,978	$481,360	$137,318	$4,435	$623,113
Liabilities:
Cash convertible notes embedded<br><br>conversion option	$—	$—	$—	$—	$—	($39,830)	$—	($39,830)
Foreign exchange forwards and options	—	(13,752)	—	(13,752)	—	(9,944)	—	(9,944)
Interest rate contracts - cash flow hedge	—	—	—	—	—	(98,908)	—	(98,908)
Contingent consideration	—	—	(20,650)	(20,650)	—	—	(18,359)	(18,359)
Total financial liabilities	$—	($13,752)	($20,650)	($34,402)	$—	($148,682)	($18,359)	($167,041)
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Notes to the Consolidated Financial Statements

The carrying values of financial instruments, including cash and cash equivalents, accounts receivable, accounts payable

and other accrued 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 cash equivalents and short-term investments,

which are classified in Level 1 and Level 2 of the fair value hierarchy; derivative contracts used to hedge currency and

interest rate risk and derivative financial instruments entered into in connection with the cash convertible notes discussed in

Note 16 "Debt," 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 during the years ended

December 31, 2024 and 2023 classified within Level 3 in the fair value hierarchy. There were no transfers between levels

for the year ended December 31, 2024.

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 Level 2 derivative financial

instruments included the Call Options asset and the embedded conversion option liability on the cash convertible notes.

See Note 16 "Debt" and Note 14 "Derivatives and Hedging" for further information. The derivatives were 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 stock price, the risk-free interest rate and the implied

volatility of our common stock. The Call Options asset and the embedded cash conversion option liability were designed

with the intent that changes in their fair values would substantially offset, with limited net impact to our earnings. Therefore,

the sensitivity of changes in the unobservable inputs to the option pricing model for such instruments was substantially

mitigated.

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, 2024 and 2023.

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

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Notes to the Consolidated Financial Statements

(between 6.5% and 6.6%), 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.

In connection with a previous business combination, we have contingent consideration liabilities with Level 3 inputs. The

following table summarizes the activity for the years ended December 31, 2024 and 2023:

(in thousands)	2024	2023
Balance at beginning of year	($18,359)	($18,088)
Changes in fair value	(2,291)	(271)
Balance at end of year	($20,650)	($18,359)

As of December 31, 2024 and 2023, $20.7 million and $18.4 million, respectively, was accrued for contingent

consideration and is included in accrued and other current liabilities in the accompanying consolidated balance sheets.

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 and 2031.

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, 2024 and 2023 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, 2024 and 2023, total long-term debt, net of debt issuance costs of $7.9 million and $4.0 million,

respectively, consists of the following:

(in thousands)	2024	2023
1.000% Senior Unsecured Cash Convertible Notes due 2024	$—	$483,019
0.000% Senior Unsecured Convertible Notes due 2027	498,402	497,869
2.500% Senior Unsecured Convertible Notes due 2031	494,421	—
German Private Placement (2017 Schuldschein)	15,050	120,956
German Private Placement (2022 Schuldschein)	383,675	407,950
Total long-term debt	1,391,548	1,509,794
Less: Current portion	53,481	587,970
Long-term portion	$1,338,067	$921,824

The notes are all unsecured obligations that rank pari passu.

Repayments of long-term debt for the years ended December 31, 2024, 2023 and 2022 consisted of:

(in thousands)	2024	2023	2022
German Private Placement (2017 Schuldschein)	$101,536	$—	$153,003
1.000% Senior Unsecured Cash Convertible Notes due 2024	500,000	—	—
0.500% Senior Unsecured Cash Convertible Notes due 2023	—	400,000	—
3.75% Series B Senior Notes due October 16, 2022	—	—	300,000
3.90% Series C Senior Notes due October 16, 2024	—	—	27,000
Total repayment of long-term debt	$601,536	$400,000	$480,003
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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, 2024 and 2023

are summarized below:

(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.

(in thousands)	2023
	Principal<br><br>amount	Unamortized debt<br><br>discount and<br><br>issuance costs	Carrying<br><br>amount	Fair value
				Amount
Cash Convertible Notes due 2024	$500,000	($16,981)	$483,019	513,500
Convertible Notes due 2027	500,000	(2,131)	497,869	453,185
German Private Placement (2017 Schuldschein)	121,009	(53)	120,956	118,978
German Private Placement (2022 Schuldschein)	408,846	(896)	407,950	401,684
	$1,529,855	($20,061)	$1,509,794	1,487,347

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, 2024 are as follows:

Years ending December 31,<br><br>(in thousands)
2025	$53,481
2026	—
2027	608,380
2028	—
2029	145,189
Thereafter	584,498
	$1,391,548

Interest expense on long-term debt was $42.6 million, $52.4 million and $55.1 million for the years ended December 31,

2024, 2023 and 2022, respectively.

Interest expense for the years ended December 31, 2024, 2023 and 2022 related to the 2031 Notes, 2027 Notes and

cash convertible notes was comprised of the following:

(in thousands)	2024	2023	2022
Coupon interest	$8,604	$4,169	$7,000
Amortization of original issuance discount	16,075	27,341	30,170
Amortization of debt issuance costs	1,690	2,328	2,593
Total interest expense related to the convertible notes	$26,369	$33,838	$39,763
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Notes to the Consolidated Financial Statements

Convertible Notes due 2031

On September 10, 2024, we issued 2.50% 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 2.50% 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 2025 synthetic share repurchase discussed in Note 18

"Equity," the adjusted conversion rate became 3,123.9066 shares per $200,000 principal amount of notes, which

represents an adjusted conversion price per share of $64.0224. 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

•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 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, 2024.

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

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.

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). The conversion rate was adjusted to 2,475.26 following the January 2024

synthetic share repurchase, and following the January 2025 synthetic share repurchase discussed in Note 18 "Equity," the

conversion rate was further adjusted to 2,474.89 shares per $200,000 principal amount of notes, which represents an

adjusted conversion price per share of $80.8116. 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.

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Notes to the Consolidated Financial Statements

The notes may be redeemed at the option of each noteholder at their principal amount on December 17, 2025 or in

connection with a change of control or delisting event (as further described in the 2027 Notes).

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.

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, 2024 or December 31,

2023.

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 146
Notes to the Consolidated Financial Statements

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. The Call Options are derivative financial instruments and are discussed further in Note 14 "Derivatives and

Hedging." The Warrants are equity instruments and are further discussed in Note 18 "Equity."

Aside from the initial payment of a premium, we will not be required to make any cash payments under the Call Options,

and will be entitled to receive an amount of cash, generally equal to the amount by which the market price per share of our

common shares exceeds the exercise price of the Call Options during the relevant valuation period. The exercise price

under the Call Options is initially equal to the conversion price 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.

The Warrants that were issued with our cash convertible notes could have a dilutive effect to the extent that the price of our

common stock exceeds the applicable strike price of the Warrants. For each Warrant that is exercised, we will deliver to

the holder a number of shares of our common stock equal to the amount by which the settlement price exceeds the exercise

price, plus cash in lieu of any fractional shares. We will not receive any proceeds if the Warrants are exercised. All

Warrants related to the 2024 Notes and 2023 Notes expired unexercised in November 2024 and September 2023,

respectively, upon maturity.

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 147
Notes to the Consolidated Financial Statements

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, 2024 totaled $1.1 million of

unrealized gain 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.

A summary of the tranches is as follows:

			Carrying value (in thousands)<br><br>as of December 31,
Notional amount	Interest rate	Maturity	2024	2023
€64.0 million	Fixed 1.09%	June 2024	$—	$70,704
€31.0 million	Floating EURIBOR + 0.7%	June 2024	—	34,247
€14.5 million	Fixed 1.61%	June 2027	15,050	16,005
			$15,050	$120,956

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. 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, 2024 totaled

$11.8 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	2024	2023
€51.5 million	Floating 6M EURIBOR + 0.55%	July 2025	$53,481	$56,836
€62.0 million	Fixed 2.741%	July 2027	64,323	68,388
€29.5 million	Floating 6M EURIBOR + 0.70%	July 2027	30,605	32,539
€37.0 million	Fixed 3.044%	July 2029	38,371	40,803
€103.0 million	Floating 6M EURIBOR + 0.85%	July 2029	106,818	113,586
€9.5 million	Fixed 3.386%	July 2032	9,849	10,475
€7.5 million	Floating 6M EURIBOR + 1.0%	July 2032	7,776	8,269
€70.0 million	Fixed 3.04%	August 2035	72,452	77,054
			$383,675	$407,950

Revolving Credit Facility

Our credit facilities available and undrawn at December 31, 2024 total €413.0 million (approximately $429.1 million).

This includes a €400.0 million syndicated revolving credit facility expiring December 2029 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 $0.8 million and $0.9 million were paid for years

ended December 31, 2024 and 2023, 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, 2024. The credit facilities are for general corporate purposes and no amounts were utilized at

December 31, 2024.

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Notes to the Consolidated Financial Statements

Income Taxes

Income before income tax expense for the years ended December 31, 2024, 2023 and 2022 consisted of:

(in thousands)	2024	2023	2022
Pretax income in the Netherlands	$20,624	$63,676	$61,431
Pretax income from foreign operations	100,523	366,133	451,170
Total income before income tax expense	$121,147	$429,809	$512,601

Income tax expense for the years ended December 31, 2024, 2023 and 2022 are as follows:

(in thousands)	2024	2023	2022
Current:
The Netherlands	$14,347	$11,393	$9,672
Foreign	46,250	66,382	89,321
	60,597	77,775	98,993
Deferred:
The Netherlands	9,137	(5,535)	(683)
Foreign	(32,178)	16,266	(8,920)
	(23,041)	10,731	(9,603)
Total income tax expense	$37,556	$88,506	$89,390

The Netherlands' statutory income tax rate, the income tax rate of our country of domicile, was 25.8% for the years ended

December 31, 2024, 2023 and 2022. Income from foreign subsidiaries is generally taxed at the statutory income tax

rates applicable in the respective countries of domicile.

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Notes to the Consolidated Financial Statements

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, 2023 and 2022 are as follows:

(percent)	2024	2023	2022
The Netherlands' statutory income tax rate	25.8%	25.8%	25.8%
Taxation of foreign operations, net(1)	(13.5)	(7.6)	(4.9)
Unrecognized tax benefits(2)	15.9	3.1	0.9
Share-based compensation	2.8	(0.3)	(0.5)
Prior year taxes	1.2	0.3	(1.1)
Government incentives(3)	(2.8)	(1.0)	(0.5)
Changes in tax laws and rates	(0.2)	0.2	(0.2)
Tax impact from nondeductible (deductible) items	1.2	1.3	(1.9)
Valuation allowance	(0.8)	(1.8)	0.0
Other items, net	1.4	0.6	(0.2)
Effective tax rate	31.0%	20.6%	17.4%

(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

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 the world. Tax years in the

Netherlands are potentially open back to 2012 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, 2021 through the

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 151
Notes to the Consolidated Financial Statements

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 2020.

Changes in the amount of unrecognized tax benefits for the years ended December 31, 2024, 2023 and 2022 are as

follows:

(in thousands)	2024	2023	2022
Balance at beginning of year	$95,558	$79,283	$103,618
Additions based on tax positions related to the current year	9,447	9,632	9,754
Additions for tax positions of prior years	10,402	7,839	4,544
Decrease for tax position of prior years	(271)	(3,832)	(8,958)
Decrease related to settlements	(439)	(119)	(23,346)
Decrease due to lapse of statute of limitations	—	—	(580)
(Decrease) increase from currency translation	(5,770)	2,755	(5,749)
Balance at end of year	$108,927	$95,558	$79,283

At December 31, 2024 and 2023, our net unrecognized tax benefits totaled approximately $108.9 million and $95.6

million, respectively, which, if recognized, would favorably affect our effective tax rate in any future period. It is

reasonably possible that approximately $32.5 million of the unrecognized tax benefits may be released or utilized during

the next 12 months due to lapse of statute of limitations or settlements with taxing authorities. However, various events

could cause our current expectations to change in the future. The above unrecognized tax 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 ended December 31, 2024, 2023 and 2022, we recognized expense (income) for interest and

penalties of $0.8 million, ($0.4) million and ($0.4) million, respectively. At December 31, 2024 and 2023, we have

accrued interest and penalties of $3.9 million and $3.3 million, respectively, which are not included in the table above.

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 152
Notes to the Consolidated Financial Statements

At December 31, 2024 and 2023, in the consolidated balance sheets, we have recorded deferred tax assets of

$70.1 million and $38.6 million, respectively, in other long-term assets and deferred tax liabilities of $22.7 million and

$12.8 million, respectively, in other long-term liabilities. The components of the net deferred tax assets at December 31,

2024 and 2023 are as follows:

(in thousands)	2024	2023
Deferred tax assets:
Net operating loss and tax credit carryforwards	$33,875	$42,944
Intangible assets	47,409	30,084
Accrued and other liabilities	27,746	25,375
Share-based compensation	15,899	25,598
Property, plant and equipment	3,397	2,249
Convertible notes	1,215	2,173
Inventories	5,392	4,268
Disallowed interest carryforwards	683	1,157
Other	8,662	7,133
Total deferred tax assets before valuation allowance	144,278	140,981
Valuation allowance	(10,894)	(13,214)
Total deferred tax assets, after valuation allowance	$133,384	$127,767
Deferred tax liabilities:
Intangible assets	($41,386)	($50,723)
Property, plant and equipment	(38,900)	(46,536)
Inventories	(716)	(579)
Other	(5,010)	(4,178)
Total deferred tax liabilities	($86,012)	($102,016)
Deferred tax assets, net	$47,372	$25,751
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Notes to the Consolidated Financial Statements

Before considering the impact of unrecognized tax benefits, at December 31, 2024, we had $529.1 million in total net

operating loss (NOL) carryforwards which included $316.0 million for Germany, $128.5 million for the U.S., $29.8

million for the U.K., $8.7 million for the Netherlands and $46.1 million for other foreign jurisdictions. The NOL

carryforwards in 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. The NOL carryforwards in the U.S. expire between 2025 and 2035. NOL carryforwards of $18.5 million in

other foreign jurisdictions expire between 2025 and 2029 while the remainder can be carried forward indefinitely. There

is no NOL carryforward in Germany when including the impact of unrecognized tax benefits. At December 31, 2024, tax

credits total $6.0 million and expire between 2033 and 2042.

As of December 31, 2024, 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, 2024, 2023 and 2022 were as follows:

(in thousands)	2024	2023	2022
Balance at beginning of year	($13,214)	($21,265)	($21,326)
Additions charged to income tax expense	(405)	(2,015)	(4,470)
Deductions charged to income tax expense	1,383	9,719	4,287
Currency translation	1,342	347	244
Balance at end of year	($10,894)	($13,214)	($21,265)

As of December 31, 2024, 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. The indefinitely reinvested

earnings retained by our subsidiaries that would be subject to tax if distributed amounted to $1.2 billion at December 31,

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

$14.6 million of undistributed earnings that we do not consider indefinitely reinvested and have recorded a deferred tax

liability at December 31, 2024 and 2023 of $0.7 million and $0.7 million, respectively.

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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.

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

share buyback, $280.1 million was returned to shareholders through the transaction which reduced the total number of

outstanding shares by 6.2 million, or 2.8%, to 216.1 million shares outstanding as of January 31, 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.

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Notes to the Consolidated Financial Statements

Issuance and Conversion of Warrants

In connection with the issuance of the cash convertible notes as described in Note 16 "Debt," we issued Warrants as

summarized in the table below. All Warrants related to the 2023 Notes and the 2024 Notes expired unexercised.

Cash<br><br>convertible notes	Issued on	Number of share<br><br>warrants issued<br><br>(in millions)	Weighted<br><br>average exercise<br><br>price<br><br>per share	Proceeds from<br><br>issuance of<br><br>warrants,<br><br>net of issuance costs<br><br>(in millions)	Warrants expired<br><br>over a period of<br><br>50 trading days<br><br>beginning on
2023 Notes	September 13, 2017	9.7	$49.9775	$45.3	June 26, 2023
2024 Notes	November 13, 2018	10.9	$50.3346	$72.4	August 27, 2024

Accumulated Other Comprehensive Loss

The following table is a summary of the components of accumulated other comprehensive loss as of December 31, 2024

and 2023:

(in thousands)	2024	2023
Net unrealized loss on hedging contracts, net of tax	($9,818)	($37,372)
Net unrealized gain on pension, net of tax	282	812
Foreign currency effects from intercompany long-term investment transactions, net of tax<br><br>benefits of $13.2 million in 2024 and 2023	(33,962)	(33,648)
Foreign currency translation adjustments	(431,041)	(363,622)
Accumulated other comprehensive loss	($474,539)	($433,830)
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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, 2024, 2023 and 2022:

(in thousands, except per share data)	2024	2023	2022
Net income	$83,591	$341,303	$423,211
Weighted average number of common shares used to compute basic<br><br>earnings per common share	222,619	228,146	227,577
Dilutive effect of outstanding stock options and restricted stock units	2,098	2,473	2,555
Dilutive effect of outstanding warrants	—	—	4
Weighted average number of common shares used to compute<br><br>diluted earnings per common share	224,717	230,619	230,136
Outstanding stock options and awards having no dilutive effect, not included<br><br>in above calculation	26	1	146
Outstanding warrants having no dilutive effect, not included in above<br><br>calculation	9,531	17,562	20,556
Basic earnings per common share	$0.38	$1.50	$1.86
Diluted earnings per common share	$0.37	$1.48	$1.84

For purposes of considering the 2027 Notes and the 2031 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 and the 2031 Notes were out of the money and

anti-dilutive during the period from January 1, 2022 through December 31, 2024, they were excluded from the diluted

earnings per common share calculations in 2022, 2023 and 2024.

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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 $5.1 million and $9.7

million at December 31, 2024 and 2023, respectively. Royalty expense relating to these agreements amounted to $13.9

million for each of the years ended December 31, 2024 and 2023 and $15.5 million for the year ended December 31,

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, 2024, 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
2025	$38,232	$1,416
2026	30,701	779
2027	12,607	801
2028	1,035	601
2029	918	506
Thereafter	—	1,771
	$83,493	$5,874

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 FDA approval milestones. Milestone

payments totaling $20.7 million, which represent the maximum potential payment, are included in accrued and other

current liabilities in the accompanying consolidated balance sheet as of December 31, 2024. Refer to Note 15 "Financial

Instruments and Fair Value Measurements" for changes in the contingent consideration liabilities.

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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, 2024, the commitment under these agreements totaled $9.8 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, 2024 and 2023 are as

follows:

(in thousands)	2024	2023
Balance at beginning of year	$3,944	$4,899
Provision charged to cost of sales	2,675	3,947
Usage	(2,643)	(3,451)
Adjustments to previously provided warranties, net	(1,016)	(1,501)
Currency translation	(150)	50
Balance at end of year	$2,810	$3,944

Litigation

From time to time, we may be party to legal proceedings incidental to our business. As of December 31, 2024, 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. Litigation accruals recorded in accrued and other current

liabilities as of December 31, 2024 and 2023 totaled $0.2 million and $4.8 million, respectively. As of December 31,

2024 and 2023, $4.7 million was accrued in other long-term liabilities in the accompanying consolidated balance sheets.

QIAGEN N.V.	Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 159
Notes to the Consolidated Financial Statements

We are not party to any material legal proceeding as of the date of this report except for the matters listed below.

Patent Litigation

Archer DX

In 2018, ArcherDX (a company which spun out as an independent company in conjunction with QIAGEN's acquisition of

Enzymatics in 2015 and was later acquired by Invitae in 2021) 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 remain accrued as of December 31,

2024 in other long-term liabilities in the accompanying consolidated balance sheet. We filed an appeal in August 2023

after the verdict was entered.

Bio-Rad Laboratories, Inc.

In April 2022, QIAGEN filed a lawsuit in a U.S. federal court against Bio-Rad Laboratories, Inc. (Bio-Rad) seeking a

declaratory judgment of non-infringement of certain Bio-Rad patents related to digital PCR technology. In July 2023, the

parties agreed to a settlement that provided for a cross-licensing agreement granting each company mutual rights to their

respective digital PCR technologies.

Other Litigation Matters

For all other matters, a total of $0.2 million is accrued as of December 31, 2024 in accrued and other current liabilities.

The estimated range of possible losses for these other matters as of December 31, 2024 is between zero and $4.6 million.

Based on the facts known to QIAGEN and after consultation with legal counsel, management believes that such litigation

will not have a material adverse effect on our financial position or results of operations above the amounts accrued.

However, the outcome of these matters is ultimately uncertain. Any settlements or judgments against us in excess of

management's expectations could have a material adverse effect on our financial position, results of operations or cash

flows.

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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.

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 category, product type and customer class.

We generate revenue from a diverse customer base. For the years ended December 31, 2024, 2023 and 2022, 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 R&D 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.

•Cost Management: Evaluating the efficiency of current operations, identifying opportunities for cost optimization and

improving operational efficiency across the organization.

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Notes to the Consolidated Financial Statements

•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, 2024, 2023 and 2022:

(in thousands)	2024	2023	2022
Net sales	$1,978,214	$1,965,311	$2,141,518
Cost of sales:
Adjusted cost of sales	653,403	659,001	691,438
Other cost of sales (1)	357,461	72,622	65,517
Total cost of sales	1,010,864	731,623	756,955
Gross profit	967,350	1,233,688	1,384,563
Operating expenses:
Adjusted operating expenses	757,855	777,677	793,805
Other operating costs (1)	111,784	46,073	59,298
Total operating expenses	869,639	823,750	853,103
Income from operations	97,711	409,938	531,460
Total other income (expense), net	23,436	19,871	(18,859)
Income before income tax expense	121,147	429,809	512,601
Income tax expense	37,556	88,506	89,390
Net income	$83,591	$341,303	$423,211

(1)Other costs include amortization of intangible assets acquired in business combinations and costs related to acquisitions, restructuring and integrations.

As QIAGEN N.V. operates as a single operating segment, the segment information disclosed aligns with the amounts

presented in the consolidated financial statements.

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.

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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 $20.9 million, $20.3 million and $31.5 million for the years

ended 2024, 2023 and 2022, 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, 2024, 2023 and 2022 are as follows:

(in thousands)	2024	2023	2022
Americas:
United States	$942,009	$935,281	$909,616
Other Americas	89,557	84,774	88,139
Total Americas	1,031,566	1,020,055	997,755
Europe, Middle East and Africa	648,494	624,573	733,469
Asia Pacific, Japan and Rest of World	298,154	320,683	410,294
Total net sales	$1,978,214	$1,965,311	$2,141,518
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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 $0.7 million and $1.3 million as of December 31, 2024 and 2023,

respectively.

Long-lived assets by geographical location as of December 31, 2024 and 2023 are as follows:

(in thousands)	2024	2023
Americas:
United States	$143,894	$164,865
Other Americas	2,122	3,657
Total Americas	146,016	168,522
Europe, Middle East and Africa:
Germany	526,251	496,386
Other Europe, Middle East and Africa	64,714	76,306
Total Europe, Middle East and Africa	590,965	572,692
Asia Pacific, Japan and Rest of World	16,630	23,823
Total long-lived assets	$753,611	$765,037

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.

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Notes to the Consolidated Financial Statements

Share-Based Compensation

We adopted the QIAGEN N.V. Amended and Restated 2005 Stock Plan (the 2005 Plan) in 2005 and the QIAGEN N.V.

2014 Stock Plan (the 2014 Plan) in 2014. The 2005 Plan expired by its terms in April 2015 and no further awards will be

granted under the 2005 Plan. The 2014 Plan expired in May 2024. The QIAGEN N.V. 2023 Stock Plan (the 2023 Plan)

was approved at the June 2023 Annual General Meeting and at December 31, 2024, we had approximately 12.9 million

Common Shares reserved and available for issuance under the 2005, 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 3 years, with previous grants through 2020 having terms of 5 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.

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, 2024, there was $58.7 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 1.34 years. The weighted

average grant date fair value of stock units granted during the years ended December 31, 2024, 2023 and 2022 was

$42.88, $44.37 and $45.49, respectively. The total fair value of stock units that vested during the years ended

December 31, 2024, 2023 and 2022 was $74.1 million, $39.4 million and $55.8 million, respectively.

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Notes to the Consolidated Financial Statements

A summary of stock units as of December 31, 2024 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, 2024	4,015
Granted	1,556
Vested	(1,734)
Forfeited	(231)
Outstanding at December 31, 2024	3,606	1.34	$160,592
Vested and expected to vest at December 31, 2024	3,317	1.29	$147,700

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.

Compensation Expense

Share-based compensation expense before income taxes for the years ended December 31, 2024, 2023 and 2022

totaled approximately $43.6 million, $47.1 million and $49.5 million, respectively, as shown in the table below.

(in thousands)	2024	2023	2022
Cost of sales	$4,317	$3,296	$2,577
Research and development	6,691	7,484	6,504
Sales and marketing	12,122	14,495	16,076
General and administrative	20,497	21,825	24,350
Share-based compensation expense	43,627	47,100	49,507
Less: Income tax benefit(1)	10,394	11,035	10,703
Share-based compensation expense, after tax	$33,233	$36,065	$38,804

(1)Does not include the excess tax benefit realized for the tax deductions of the share-based payment arrangements which totaled $1.3 million and $2.7

million for the years ended December 31, 2023 and 2022, respectively. There was no excess tax benefit realized for the year ended December 31,

2024.

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Notes to the Consolidated Financial Statements

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 $4.1 million for the year ended December 31, 2024 and $4.5 million for each of the years ended

December 31, 2023 and 2022. 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, 2024, 2023 and 2022.

We have seven 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

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 $8.4 million and $7.4 million as of December 31, 2024

and 2023, 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, 2024, 2023 and 2022 are as follows:

(in thousands)	2024	2023	2022
Net sales	$3,073	$9,039	$8,474
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Notes to the Consolidated Financial Statements

As of December 31, 2024 and 2023, balances with related parties are as follows:

(in thousands)	2024	2023
Accounts receivable	$1,848	$2,890
Prepaid expenses and other current assets	$52	$78
Accounts payable	$872	$700
Accrued and other current liabilities	$1,367	$2,893

Prepaid expenses and other current assets include supplier advances from companies with which we have an investment or

partnership interest.

Subsequent Event

In January 2025, we completed a synthetic share repurchase that combined a direct capital repayment with a reverse

stock split as discussed in Note 18 "Equity."

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Appendices

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 28,

2025, and Dutch law, where appropriate. The below also contains information

on provisions of the Dutch Corporate Governance Code 2022 (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 29, 2021.

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

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Appendices

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

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

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Appendices

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,

however, they may become liable, either towards QIAGEN (internal liability) or

to others (external liability), although some exceptions are described below.

Liability towards 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 towards 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.

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Appendices

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.

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

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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

In December 2019, two new members were appointed. After serving on

the board of SPAQ for four years, at the end of 2023, 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 21, 2024, the General Meeting resolved to grant the authority to

restrict or exclude pre-emptive rights until December 21, 2025. However, the

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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, 2023.

Acquisition of Our Own Shares