UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
(Address of Principal Executive Offices) (Zip Code) |
|
( |
(Registrant’s Telephone Number, Including Area Code) |
|
Not Applicable |
(Former Name or Former Address, if Changed Since Last Report) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Officer Transition
On February 11, 2026, Bio-Techne Corporation (the “Company”) announced that Dr. Matt McManus, President of Bio-Techne's Diagnostics and Spatial Biology Segment, will be transitioning from his role, effective March 1, 2026, and will remain with Bio-Techne for a period of time to support a smooth transition.
In addition, the Company announced the appointment of Mr. Steve Crouse, age 52, as President, Diagnostics and Spatial Biology Segment (“DSS President”) effective March 1, 2026. Mr. Crouse currently serves as Senior Vice President of Bio-Techne’s Analytical Solutions Division. As Senior Vice President, Analytical Solutions Division, he is responsible for Bio-Techne’s portfolio of protein analysis instruments and immunoassays and has driven strategic initiatives, successfully launched several innovative platforms and delivered strong growth during his four-year tenure. Before joining Bio-Techne, he most recently served as General Manager of Thermo Fisher Scientific’s Protein Detection and Quantification business unit. He has an MBA from the Marshall School of Business at the University of Southern California and a M.S. in Biochemistry from Georgetown University.
Employment Terms
On February 10, 2026, Mr. Crouse entered into an executive employment agreement (the “Employment Agreement”) with the Company, which provides the terms of his service as DSS President. The Employment Agreement commences on March 1, 2026. The Employment Agreement provides for an annual base salary of $505,000. For future fiscal years, Mr. Crouse’s compensation will be subject to annual review by the Compensation Committee of the Company’s Board of Directors.
In addition, the Employment Agreement provides for an annual cash incentive bonus at a target amount of 75% of Mr. Crouse’s base salary. The amount of annual cash incentive earned will be determined based on performance standards established by the Compensation Committee pursuant to the terms of the Company’s Management Incentive Plan. Mr. Crouse will also be eligible for paid time off, participation in any other employee benefit plans generally available to the Company’s employees, and certain other benefits as set forth in the Employment Agreement.
The Employment Agreement further provides for the grant on the commencement of Mr. Crouse’s appointment as DSS President of a one-time award of the following equity awards: (i) time-vested stock options with a grant date value of approximately $42,500, (ii) time-vested restricted stock units with a grant date value of approximately $42,500, and (iii) performance-based restricted stock units with a grant date value of $85,000 at target, each pursuant to the Company’s 2020 Equity Incentive Plan, as amended to date (the “Plan”). The stock options will have an exercise price equal to the closing price of the Company’s common stock on the date of grant. The time-vested options will vest in equal installments on the first four anniversaries of the grant date. The time-vested restricted stock units will vest in equal installments on the first three anniversaries of the grant date. The performance-vesting restricted stock units will vest if, and only if, the Company achieves certain performance goals established by the Compensation Committee for the measurement period of fiscal year 2026 through fiscal year 2028.
The Employment Agreement provides for the annual grant of the following equity awards: (i) time-vested stock options with a grant date value of approximately $300,000, (ii) time-vested restricted stock units with a grant date value of approximately $300,000, and (iii) performance-based restricted stock units with a grant date value of $600,000 at target, each pursuant to the terms of the Plan. The stock options will have an exercise price equal to the closing price of the Company’s common stock on the date of grant. The time-vested options will vest in equal installments on the first four anniversaries of the grant date. The time-vested restricted stock units will vest in equal installments on the first three anniversaries of the grant date. The performance-vesting restricted stock units will vest if, and only if, the Company achieves certain performance goals established by the Compensation Committee.
The Employment Agreement may be terminated at any time by either party upon written notice. If the Employment Agreement is terminated in certain circumstances, such as by the Company without Cause, by the Company following a Change in Control, or by Mr. Crouse for Good Reason (each such capitalized term as defined in the Employment Agreement), the Company will be required to pay severance to Mr. Crouse in an amount equal to one year of his then-current base salary, a prorated portion of annual cash incentive compensation, and health insurance coverage for one year. Any severance paid to Mr. Crouse will be paid in exchange for Mr. Crouse’s release of claims against the Company.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, which is included herewith as Exhibit 10.1.
The Board of Directors approved the termination of Dr. McManus’s employment without cause on February 9, 2026. In accordance with the terms of his Employment Agreement, he will be eligible to receive severance benefits.
Related-Party Transactions
There is not currently, nor has there been since June 30, 2023, any transaction with the Company or any of its subsidiaries or affiliates in which Mr. Crouse has or had a direct or an indirect material interest.
Item 8.01 Other Events
A copy of the press release issued by Bio-Techne Corporation on February 11, 2026 is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
Exhibit No. | Description | |
10.1 | Executive Employment Agreement, dated February 10, 2026, between the Company and Steve Crouse | |
99.1 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BIO-TECHNE CORPORATION |
| |
|
|
|
|
Date: February 11, 2026 | By: | /s/ Shane V. Bohnen |
|
| Shane V. Bohnen |
| |
| Senior Vice President, General Counsel and Corporate Secretary | ||
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (this “Agreement”) is made and entered into between Bio-Techne Corporation, a Minnesota corporation (“Bio-Techne”) and Steve Crouse (“Executive”). Each of Bio-Techne and Executive may be referred to individually as a “Party” and collectively as the “Parties”.
RECITALS
WHEREAS, Bio-Techne wishes to employ Executive under the terms and conditions set forth in this Agreement, and Executive wishes to accept such employment under the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants contained herein, Bio-Techne and Executive agree as follows:
1
Executive Employment Agreement (1/2026)
2
Executive Employment Agreement (1/2026)
3
Executive Employment Agreement (1/2026)
4
Executive Employment Agreement (1/2026)
5
Executive Employment Agreement (1/2026)
6
Executive Employment Agreement (1/2026)
7
Executive Employment Agreement (1/2026)
8
Executive Employment Agreement (1/2026)
Notwithstanding the foregoing, Bio-Techne shall not terminate Executive’s employment for Cause pursuant to clause (i),(v), (vii) or (viii) unless Bio-Techne first gives Executive notice of, and thirty (30) calendar days to cure, any such grounds for termination (provided that no such notice and cure opportunity shall be required as to any such grounds that are not reasonably capable of being cured under the circumstances).
For clarity, termination of Executive’s employment for “Good Reason” shall not include Executive’s termination as a result of death, Disability or Executive’s retirement. Further, “Good Reason” shall not include any change to Bio-Techne’s operating segments provided that Executive remains President of a segment following any such change.
9
Executive Employment Agreement (1/2026)
provided, however, that Executive shall be entitled to the Termination Severance Payments set forth in this Section 5.2 only if Executive first executes and does not revoke, and fully complies with, a separation agreement prepared by Bio-Techne (to be provided to Executive no later than
10
Executive Employment Agreement (1/2026)
seven (7) calendar days after the Termination Date) containing a comprehensive release of claims against each member of the Company Group and their respective representatives, and certain other persons and entities, and containing certain other provisions (the “Release”), and such Release becomes effective no later than sixty (60) calendar days following the Termination Date in accordance with its terms.
Notwithstanding the foregoing, if Bio-Techne determines, in its sole discretion, that payment of the COBRA premiums under this Section 5.2 would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code or any statute or regulation of similar effect, then in lieu of paying the COBRA premiums, Bio-Techne may instead elect to pay Executive, on the first day of each month, a fully taxable cash payment equal to the employer portion of the COBRA premiums for that month, subject to applicable tax withholdings (the “Special Severance Payment”), for each remaining month during which Executive is entitled to receive payment of COBRA premiums under this Section 5.2. Executive may, but will not be obligated to, use the Special Severance Payment toward the cost of COBRA premiums.
11
Executive Employment Agreement (1/2026)
The payments and benefits described in Section 5.3(a) through (d) above are hereinafter referred to as the “CIC Severance Payment.” However, Executive shall be entitled to the CIC Severance Payment set forth in this Section 5.3 only if Executive executes and does not rescind, and fully complies with, the Release and such Release becomes effective no later than sixty (60) calendar days after the Termination Date in accordance with its terms.
12
Executive Employment Agreement (1/2026)
For the avoidance of doubt, the term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of Bio-Techne. To the extent required, the determination of whether a Change in Control has occurred shall be made in accordance with Code Section 409A and the regulations, notices and other guidance of general applicability issued thereunder.
13
Executive Employment Agreement (1/2026)
14
Executive Employment Agreement (1/2026)
15
Executive Employment Agreement (1/2026)
16
Executive Employment Agreement (1/2026)
Attention: General Counsel
17
Executive Employment Agreement (1/2026)
18
Executive Employment Agreement (1/2026)
(Signatures follow on the next page(s).)
19
Executive Employment Agreement (1/2026)
THE PARTIES HAVE executed this Agreement in the manner appropriate to each as of the dates set forth below.
BIO-TECHNE CORPORATION
By: /s/ Julie Bushman February 10, 2026
Julie Bushman, Chair, Compensation Committee of
the Board of Directors
EXECUTIVE
/s/ Steve Crouse February 10, 2026
STEVE CROUSE
20
Executive Employment Agreement (1/2026)
Exhibit 99.1
Bio-Techne Announces Changes to its Leadership Team
| ● | Dr. Matt McManus to transition from his role as President, Diagnostics and Spatial Biology Segment, effective March 1, 2026 |
| ● | Steve Crouse, Senior Vice President of Bio-Techne's Analytical Solutions Division, has been appointed President, Diagnostics and Spatial Biology Segment, effective March 1, 2026 |
MINNEAPOLIS — Feb. 11, 2026 — Bio-Techne Corporation (NASDAQ: TECH) today announced that Dr. Matt McManus, President of Bio-Techne's Diagnostics and Spatial Biology Segment, will be transitioning from his role, effective March 1, 2026, and will remain with Bio-Techne for a period of time to support a smooth transition.
Steve Crouse, currently Senior Vice President of Bio-Techne's Analytical Solutions Division, has been appointed President, Diagnostics and Spatial Biology Segment.
Steve has over two decades of experience as a senior life sciences leader at various companies. As Senior Vice President, Analytical Solutions Division, he is responsible for Bio-Techne’s portfolio of protein analysis instruments and immunoassays and has driven strategic initiatives, successfully launched several innovative platforms and delivered strong growth during his four-year tenure. Before joining Bio-Techne, he most recently served as General Manager of Thermo Fisher Scientific’s Protein Detection and Quantification business unit. He has an MBA from the Marshall School of Business at the University of Southern California and a M.S. in Biochemistry from Georgetown University.
“Matt has played a key role in optimizing our organization, including driving the strategic divestiture of the Exosome business. I thank Matt for his strong leadership, positive impact on our business, and the legacy he leaves with our people, culture and innovation,” said Kim Kelderman, President and Chief Executive Officer, Bio-Techne. “I’m delighted that Steve will be stepping up to take on the role of President, with his strong track record, visionary leadership, and over 20 years’ experience in advancing innovative life science solutions making him an ideal fit for this role.”
Kelderman added, “I’m excited for Steve to work with Will Geist, President of Bio-Techne's Protein Sciences Segment, to drive Bio-Techne's next phase of growth.”
# # #
About Bio-Techne
Bio-Techne Corporation (NASDAQ: TECH) is a global life sciences company providing innovative tools and bioactive reagents for the research and clinical diagnostic communities. Bio-Techne products assist scientific investigations into biological processes and the nature and progress of specific diseases. They aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses. With hundreds of thousands of products in its portfolio, Bio-Techne generated over $1.2 billion in net sales in fiscal 2025 and has approximately 3,100 employees worldwide. For more information on Bio-Techne and its brands, please visit https://www.bio-techne.com or follow the Company on social media at LinkedIn, X, or YouTube.
Media contacts
Corporate Communications
media.relations@bio-techne.com
David Clair, Vice President, Investor Relations
david.clair@bio-techne.com