Financial Analysis

10. Commitments and Contingencies Collaboration Agreements The Company licenses certain technologies that are, or may be, incorporated into its technology under several agreements and also has entered into several clinical research agreements that require the Company to fund certain research projects. Generally, the license agreements require the Company to pay annual maintenance fees and royalties on product sales once a product has been established using the technologies. Research and development expenses associated with license agreements were immaterial amounts for the three and six months ended June 30, 2026 and 2025. Legal Proceedings From time to time, in the normal course of its operations, the Company is subject to litigation matters and claims relating to employee relations, business practices and patent infringement. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict, and the Companys view of these matters may change in the future as the litigation and events related thereto unfold. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. An unfavorable outcome to any legal matter, if material, could have an adverse effect on the Companys operations or its financial results. …

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Revenue for the three and six months ended June 30, 2026 and 2025 was as follows: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (Amounts in thousands) Product revenue $ 204,085 $ 182,329 $ 398,296 $ 351,466 Royalty and other revenue 43 37 87 72 Total revenue $ 204,128 $ 182,366 $ 398,383 $ 351,538

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2. Marketable Securities and Fair Value Measurements Marketable Securities In the fourth quarter of 2025, the Company invested in marketable securities, in the form of U.S. Treasury Bills. As of June 30, 2026 and December 31, 2025, the Companys marketable securities were classified as available-for-sale investments and mature within one year from the balance sheet date. During the three and six months ended June 30, 2026, the Company did no t have any realized gains or losses. During the three and six months ended June 30, 2026, the Company did no t recognize credit losses related to the available-for-sale securities, and there was no allowance for credit losses recorded as of June 30, 2026 and December 31, 2025. The following tables summarize the Company's marketable securities as of June 30, 2026 and December 31, 2025: June 30, 2026 Amortized Cost Gross unrealized gains Gross unrealized losses Estimated Fair Value (Amounts in thousands) Short-term investments: U.S. Treasury bills $ 203,794 $ $ ( 128 ) $ 203,666 Total $ 203,794 $ $ ( 128 ) $ 203,666 December 31, 2025 Amortized Cost Gross unrealized gains Gross unrealized losses Estimated Fair Value (Amounts in thousands) Short-term investments: U.S. Treasury bills $ 201,554 $ 55 $ ( 2 ) $ 201,607 Total $ 201,554 $ 55 $ ( 2 ) $ 201,607 Fair Value Measured on a Recurring Basis The Company uses various valuation approaches in determining the fair value of its assets and liabilities required to be recorded or disclosed at fair v …

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6. Goodwill and Intangible Assets Goodwill The following table represents the change in the carrying value of goodwill for the six months ended June 30, 2026 (amounts in thousands): Balance at December 31, 2025 $ 1,114,408 Divestiture of Polymem ( 713 ) Cumulative translation adjustment ( 9,512 ) Balance at June 30, 2026 $ 1,104,183 Intangible assets Intangible assets, net, consisted of the following at June 30, 2026 and December 31, 2025: June 30, 2026 Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Useful Life (in years) (Amounts in thousands) Finite-lived intangible assets: Technology developed $ 290,355 $ ( 88,635 ) $ 201,720 15 Customer relationships 276,230 ( 128,335 ) 147,895 15 Trademarks 10,185 ( 2,957 ) 7,228 18 Other intangibles 3,473 ( 3,394 ) 79 3 Total finite-lived intangible assets 580,243 ( 223,321 ) 356,922 15 Indefinite-lived intangible asset: Trademarks 700 700 Total intangible assets $ 580,943 $ ( 223,321 ) $ 357,622 December 31, 2025 Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Useful Life (in years) (Amounts in thousands) Finite-lived intangible assets: Technology developed $ 301,931 $ ( 82,032 ) $ 219,899 15 Customer relationships 277,696 ( 120,205 ) 157,491 15 Trademarks 10,564 ( 2,950 ) 7,614 18 Other intangibles 4,027 ( 3,584 ) 443 3 Total finite-lived intangible assets 594,218 ( 208,771 ) 385,447 15 Indefinite-lived intangible asset: Trademarks 700 700 Total intangible assets $ 5 …

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11. Income Taxes For the three and six months ended June 30, 2026 , the Company recorded an income tax provision of $ 9.1 million and $ 2.6 million , respectively. The Companys effective tax rate for the three and six months ended June 30, 2026 was 64.6 % and 16.2 % , respectively, compared to 18.4 % and 20.9 % , respectively, for the corresponding period in the prior year. The difference in effective tax rates between the periods was primarily due to the Polymem divestiture offset by lower contingent consideration benefits. On July 4, 2025, the United States enacted new tax legislation, the One Big Beautiful Bill Act (OBBBA), which contains several provisions modifying the corporate income tax code such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, updates to the international tax framework and the reinstatement of certain business-related provisions. The legislation has multiple effective dates, with provisions taking effect from 2025 through 2027. The changes effective in 2026 are included in the Companys provision for income taxes for the year ended December 31, 2026 and are not material. The Company does not expect the OBBBA to have a material impact on its consolidated financial statements or results of operations in future periods. …

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"8. Convertible Senior Notes The carrying value of the Company's Convertible Senior Notes is as follows: June 30, 2026 December 31, 2025 (Amounts in thousands) 1.00% Convertible Senior Notes due 2028: Principal amount $ 600,000 $ 600,000 Unamortized debt discount ( 44,733 ) ( 52,726 ) Unamortized debt issuance costs ( 4,221 ) ( 5,061 ) Carrying amount - Convertible Senior Notes due 2028, net $ 551,046 $ 542,213 1.00% Convertible Senior Notes due 2028 On December 14, 2023, the Company issued $ 600.0 million aggregate principal amount of its 2023 Notes pursuant to Rule 144A under the Securities Act. The 2023 Notes are senior, unsecured obligations of the Company, and bear interest at a rate of 1.00 % per year and have an effective interest rate of 4.39 %. Intere st is payable semi-annually in arrears on each of June 15 and December 15, which commenced on June 15, 2024 . The 2023 Notes will mature on December 15, 2028 , unless earlier redeemed, repurchased or converted. The initial conversion rate for the 2023 Notes is 4.9247 shares of the Companys common stock per $ 1,000 principal amount of the 2023 Notes, which is equivalent to an initial conversion price of $ 203.06 per share and represents a 30% premium over the last reported sale price of $156.20 per share on December 6, 2023, the date on which the 2023 Notes were priced. The holders of the 2023 Notes may convert all or a portion of such notes prior to the close of business on the business day immediately preceding Septemb …

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Recent Accou nting Guidance The Company considers the applicability and impact of all Accounting Standards Updates (ASUs) issued by the Financial Accounting Standards Board (FASB) and other recently issued guidance or rule decisions on its condensed consolidated financial statements. Updates not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Companys condensed consolidated financial position, results of operations or related disclosures. Recently Issued Accounting Guidance Not Yet Adopted In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure of specific expense categories in the notes to the financial statements. This includes: (i) amounts of purchased inventory, employee compensation, depreciation, amortization and other related costs and expenses; (ii) an explanation of costs and expenses that are not disaggregated on a quantitative basis; and (iii) the definition and total amount of selling expenses. The amendment is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted, and interim reporting periods beginning after December 15, 2027. The amendment should be applied prospectively to financial reporting periods after the effective date or retrospectively to any or all prior periods presente …

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4. Restructuring Activities and Other Charges 2026 Restructuring Activities and Other Charges During the first quarter of 2026, the Company initiated a series of restructuring activities to simplify the global manufacturing footprint of the organization and align its workforce to support long-term company growth. These activities will include a series of site optimization phases with the purpose of improving operating efficiency. Costs related to these initiatives will primarily consist of severance and employee-related costs and facility and other exit costs. The Company expects to identify additional actions as it further refines its initiatives in future periods. These charges will be recorded when criteria are met in accordance with ASC 420, Exit or Disposal Cost Obligations . The activities included in these initiatives are expected to be substantially complete by the end of 2027. 2025 Restructuring Activities and Other Charges Beginning in 2023, the Company initiated restructuring activities to simplify and streamline its organization and strengthen the overall effectiveness of operations. The activity continued into 2024 and 2025 and included consolidating a portion of the manufacturing operations between certain U.S. locations, writing-off abandoned equipment with the rationalization of excess production line capacity and discontinuing the sale of certain product SKUs. The Company does not expect to incur further significant charges related to these actions. The follo …

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5. Revenue Recognition Disaggregation of Revenue Revenue for the three and six months ended June 30, 2026 and 2025 was as follows: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (Amounts in thousands) Product revenue $ 204,085 $ 182,329 $ 398,296 $ 351,466 Royalty and other revenue 43 37 87 72 Total revenue $ 204,128 $ 182,366 $ 398,383 $ 351,538 When disaggregating revenue, the Company considered all of the economic factors that may affect its revenues. Because its revenues are from bioprocessing customers, there are no differences in the nature, timing and uncertainty of the Companys revenues and cash flows from any of its product lines. However, given that the Companys revenues are generated in different geographic regions, factors such as regulatory and geopolitical factors within those regions could impact the nature, timing and uncertainty of the Companys revenues and cash flows. Disaggregated revenue from contracts with customers by geographic region and revenue from significant customers can be found in Note 13, Segment Reporting. For more information regarding product revenue, see Note 7, Revenue Recognition included in Part II, Item 8, Financial Statements and Supplementary Data to the Company's Form 10-K. Contract Balances from Contracts with Customers The following table provides information about receivables and deferred revenue from contracts with customers as of June 30, 2026 and December 31, 2025: June 30, December 31, 2026 2025 (Amo …

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"13. Segment Reporting The Company operates under one reportable segment. The Companys chief operating decision maker (CODM), is the Chief Executive Officer ( CEO ). The Company views its operations, makes decisions regarding how to allocate resources and manages its business as one reportable segment and one reporting unit. The CODM reviews financial information presented on a consolidated basis for purposes of allocating resources and assessing financial performance. Net income or net loss as reported on the consolidated statement of comprehensive income or loss is the measure of segment profit or loss used by the CODM in allocating resources and assessing performance . Total assets for the operating segment is the amount presented on the condensed consolidated balance sheets. The following table represents the Companys total revenue by customers geographic locations: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenue by customers' geographic locations: North America 51 % 49 % 48 % 49 % Europe 32 % 38 % 35 % 36 % Asia Pacific (""APAC"") & Rest of World (1) 17 % 13 % 17 % 15 % Total revenue 100 % 100 % 100 % 100 % (1) Rest of the world consists of countries in Central and South America and Africa. The following table presents the Companys significant segment expenses which are regularly provided to the CODM for the single reportable segment: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (Amounts in thousands) Tot …

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1. Summary of Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements included herein have been prepared by Repligen Corporation (the Company, Repligen, our or we) in accordance with generally accepted accounting principles in the United States (GAAP) and pursuant to the rules and regulations of the United States (U.S.) Securities and Exchange Commission (SEC). Certain information and note disclosures normally included in the audited financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The information included within this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto included in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 26, 2026 (Form 10-K). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The business and economic uncertainty resulting from global geopolitical conflicts, supply chain challenges, foreign currency fluctuations and cost pressures on customers' purchasing patterns has made su …

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9. Stockholders Equity Stock Option and Incentive Plans Under the Companys current 2018 Stock Option and Incentive Plan (the 2018 Plan), the number of shares of the Companys common stock that were reserved and available for is suance was 2,778,000 , plus t he number of shares of common stock that were available for issuance under the Companys previous equity plans. The shares of common stock underlying any awards under the 2018 Plan and previous equity plans (together, the Plans) that are forfeited, canceled or otherwise terminated (other than by exercise) shall be added back to the shares of stock available for issuance under the 2018 Plan. At June 30, 2026, there were 932,792 shares available for future grants under the 2018 Plan. Stock Issued for Earnout Payments In April 2025, the Company issued 52,935 shares of its common stock to former securityholders of Avitide to satisfy the final contingent consideration obligation established under the Agreement and Plan of Merger and Reorganization (the Avitide Agreement) which the Company entered into as part of the acquisition of Avitide in September 2021. In April 2025, the Company issued 5,517 shares of its common stock to former securityholders of FlexBiosys, Inc. (FlexBiosys ) to satisfy the final contingent consideration obligation established under the Equity Purchase Agreement (the FlexBiosys Agreement), which the Company entered into as part of the acquisition of FlexBiosys in April 2023. Stock-Based Compensation The fol …

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14. Subsequent Events On July 21, 2026, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) to acquire all outstanding shares of common stock of BioLife Solutions, Inc. (BioLife), a publicly traded company focused on developing cell processing tools and services for the cell and gene therapy market, for approximately $ 1.5 billion, comprised of approximately 64 % in the Companys common stock and 36 % in cash (the Transaction). The Company will account for the acquisition in the period the Transaction closes, which closing is expected to occur in the fourth quarter of 2026. At the closing, the BioLife stockholders will be entitled to $ 11.25 in cash per share plus 0.1442 shares of the Companys common stock per BioLife share. The Transaction is subject to customary closing conditions, including (among others) (i) the adoption and approval of the Merger Agreement by the holders of a majority of the outstanding shares of BioLife common stock; (ii) the absence of any adverse law or order that restrains, enjoins, makes illegal or otherwise prohibits the consummation of the Transaction; (iii) the shares of the Companys common stock to be issued in connection with the Transaction (the Merger Shares) being approved for listing on The Nasdaq Stock Market; (iv) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (v) the U.S. Securities and Exchange Commission having declared effective …

SubsequentEventsTextBlock · excerpt; the full note is in the filing