Repligen reported a net loss of $38.43 million for Q3 2026.

Cover page 16 changes

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x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June September 30, 2026

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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(Address of Principal Executive Offices) (Zip Code)

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Title of each class Trading Symbol(s) Name of each exchange on which registered

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RGEN The Nasdaq Global Select Market

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  x No  o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  No  o

1 unchanged paragraph

Non-accelerated filer

Smaller reporting company

Large accelerated filer x Accelerated filer o

Non-accelerated filer o Smaller reporting company o

Emerging growth company o

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ o No ☒ x

The number of shares outstanding of the registrant's common stock on July 24, October 23, 2026 was 56,435,621 63,923,738 .

1 unchanged paragraph

Financial statements 191 changes

1 unchanged paragraph

CONDENSED CONSOLIDATED BAL ANCE SHEETS

CONDENSED CONSOLIDATED BALANCE SHEETS

1 unchanged paragraph

Marketable securities

Total current assets

Cash and cash equivalents $ 726,960 $ 566,021

Marketable securities 136,019 201,607

Accounts receivable, net of allowances of $ 3,099 3,273 and $ 2,767 at June September 30, 2026, and December 31, 2025, respectively

Inventories, net 182,205 170,458

Prepaid expenses and other current assets 45,565 40,712

Total current assets 1,241,984 1,137,385

Property, plant and equipment, net 163,561 186,614

Intangible assets, net 305,291 386,147

Goodwill 1,100,319 1,114,408

Deferred tax assets 716 694

Operating lease right of use assets 112,472 119,538

Other noncurrent assets 2,065 4,913

Total assets $ 2,926,408 $ 2,949,699

2 unchanged paragraphs

Contingent consideration

Accounts payable $ 27,697 $ 30,010

Operating lease liabilities 20,397 21,559

Contingent consideration 2,254 5,049

Accrued liabilities 75,338 79,208

Total current liabilities 125,686 135,826

Convertible Senior Notes due 2028, net 555,596 542,213

Deferred tax liabilities 19,909 22,496

Noncurrent operating lease liabilities 116,248 126,176

Noncurrent contingent consideration — 1,304

Other noncurrent liabilities 17,232 15,555

Total liabilities 834,671 843,570

3 unchanged paragraphs

Total stockholders' equity

Common stock, $ 0.01 par value; 80,000,000 shares authorized; 56,427,067 56,692,755 shares at June September 30, 2026, and 56,325,429 shares at December 31, 2025 issued and outstanding

Additional paid-in capital 1,685,620 1,651,849

Accumulated other comprehensive loss ( 25,607 ) ( 2,531 )

Retained earnings 431,157 456,248

Total stockholders' equity 2,091,737 2,106,129

Total liabilities and stockholders' equity $ 2,926,408 $ 2,949,699

2 unchanged paragraphs

Three Months Ended June 30,

Six Months Ended June 30,

CONDENSED CONSOLIDATED STATEMENT S STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited, amounts in thousands, except per share data)

Three Months Ended September 30, Nine Months Ended September 30,

Product $ 209,270 $ 188,766 $ 607,566 $ 540,232

Royalty and other revenue 44 39 131 111

Total revenue 209,314 188,805 607,697 540,343

1 unchanged paragraph

Research and development

Selling, general and administrative

Total costs and operating expenses

Income from operations

Other income (expense), net:

Amortization of debt issuance costs

Loss on sale of business

Other (expense) income, net

Cost of goods sold 98,328 88,290 278,390 255,462

Research and development 14,435 14,175 43,310 40,259

Selling, general and administrative 83,592 73,663 236,746 215,275

Restructuring activities and other charges 1,966 — 6,180 4,135

Intangible asset impairment charges 41,242 — 41,242 —

Change in fair value of contingent consideration ( 703 ) ( 4,148 ) 1,459 ( 12,087 )

Total costs and operating expenses 238,860 171,980 607,327 503,044 (Loss) income from operations ( 29,546 ) 16,825 370 37,299

1 unchanged paragraph

Income before income taxes

Income tax provision

Investment income 7,000 6,921 19,773 20,820

Interest expense ( 5,712 ) ( 5,414 ) ( 16,953 ) ( 16,018 )

Amortization of debt issuance costs ( 422 ) ( 416 ) ( 1,262 ) ( 1,243 )

Loss on sale of business ( 34 ) — ( 13,694 ) —

Other income (expense), net 1,906 ( 804 ) 883 2,412

Other income (expense), net 2,738 287 ( 11,253 ) 5,971

(Loss) income before income taxes ( 26,808 ) 17,112 ( 10,883 ) 43,270

Income tax provision 11,624 2,201 14,208 7,663

Net (loss) income $ ( 38,432 ) $ 14,911 $ ( 25,091 ) $ 35,607 (Loss) earnings per share:

Basic $ ( 0.68 ) $ 0.27 $ ( 0.44 ) $ 0.63

Diluted $ ( 0.68 ) $ 0.26 $ ( 0.44 ) $ 0.63

1 unchanged paragraph

Basic 56,558 56,265 56,445 56,208

Diluted 56,558 56,532 56,445 56,520

Net (loss) income $ ( 38,432 ) $ 14,911 $ ( 25,091 ) $ 35,607

1 unchanged paragraph

Foreign currency translation adjustment

Comprehensive (loss) income

Unrealized loss on available-for-sale securities, net of tax ( 68 85 ) 181 — ( 266 ) —

Foreign currency translation adjustment ( 5,736 ) ( 2,391 ) ( 22,810 ) 48,426

Comprehensive (loss) income $ ( 44,253 ) $ 12,520 $ ( 48,167 ) $ 84,033

4 unchanged paragraphs

Balance at March 31, 2026

3 unchanged paragraphs

2 unchanged paragraphs

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and 111 more changes in the filing

Note 1: Summary of Significant Accounting Policies 3 changes

4 unchanged paragraphs

During the three and six nine months ended June September 30, 2026, the Company made no material changes in the application of its significant accounting policies that were disclosed within Note 2, " Summary of Significant Accounting Policies" included in Part II, Item 8, " Financial Statements and Supplementary Data " to the Company's Form 10-K. .

1 unchanged paragraph

Recent Accou nting Guidance

Recent Accounting Guidance

3 unchanged paragraphs

Note 2: Marketable Securities and Fair Value Measurements 50 changes

1 unchanged paragraph

Gross unrealized gains

Gross unrealized losses

Estimated Fair Value

(Amounts in thousands)

In the fourth quarter of 2025, the Company invested in marketable securities, in the form of U.S. Treasury Bills. As of June September 30, 2026, and December 31, 2025, the Company's marketable securities were classified as available-for-sale investments and mature within one year from the balance sheet date. During the three and six nine months ended June September 30, 2026, the Company did no t have any realized gains or losses. During the three and six nine months ended June September 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 September 30, 2026, and December 31, 2025.

The following tables summarize the Company's marketable securities as of June September 30, 2026, and December 31, 2025:

Amortized Cost Gross unrealized gains Gross unrealized losses Estimated Fair Value (Amounts in thousands)

1 unchanged paragraph

Gross unrealized gains

Gross unrealized losses

Estimated Fair Value

(Amounts in thousands)

U.S. Treasury bills $ 136,232 $ — $ ( 213 ) $ 136,019

Total $ 136,232 $ — $ ( 213 ) $ 136,019

Amortized Cost Gross unrealized gains Gross unrealized losses Estimated Fair Value (Amounts in thousands)

1 unchanged paragraph

U.S. Treasury bills $ 201,554 $ 55 $ ( 2 ) $ 201,607

Total $ 201,554 $ 55 $ ( 2 ) $ 201,607

2 unchanged paragraphs

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Level 2 - Valuations based on observable market based inputs or unobservable inputs that are corroborated by market data, each either directly or indirectly.

Level 3 - Valuations based on inputs that are unobservable or significant to the overall fair value measurement.

1 unchanged paragraph

Financial assets and financial liabilities measured at fair value on a recurring basis consist of the following as of June September 30, 2026, and December 31, 2025:

Level 1 Level 2 Level 3 Total

2 unchanged paragraphs

Money market accounts 24,981 — — 24,981

Total $ 726,960 $ — $ — $ 726,960

1 unchanged paragraph

Contingent consideration

Noncurrent contingent consideration

U.S. Treasury bills $ — $ 136,019 $ — $ 136,019

Total $ — $ 136,019 $ — $ 136,019

Total assets $ 726,960 $ 136,019 $ — $ 862,979

Contingent consideration $ — $ 2,254 $ — $ 2,254

Total liabilities $ — $ 2,254 $ — $ 2,254

Level 1 Level 2 Level 3 Total

2 unchanged paragraphs

Money market accounts 477,873 — — 477,873

Total $ 566,021 $ — $ — $ 566,021

1 unchanged paragraph

Contingent consideration

U.S. Treasury bills $ — $ 201,607 $ — $ 201,607

Total $ — $ 201,607 $ — $ 201,607

Total assets $ 566,021 $ 201,607 $ — $ 767,628

Contingent consideration $ — $ — $ 5,049 $ 5,049

Noncurrent contingent consideration — — 1,304 1,304

Total liabilities $ — $ — $ 6,353 $ 6,353

2 unchanged paragraphs

In connection with the acquisition of Tantti Laboratory Inc. ("Tantti"), the Company has an obligation to pay a maximum of $ 54.5 million (undiscounted) in contingent consideration earnouts in cash over a three-year earnout period beginning January 1, 2025, and ending December 31, 2027. During the six nine months ended June September 30, 2026, the Company paid $ 5.2 million in cash for the Tantti contingent consideration earnouts. As of June September 30, 2026, the estimated fair value of the remaining obligation is $ 3.0 2.3 million, , which is classified as current within the condensed consolidated balance sheet.

1 unchanged paragraph

Balance at June 30, 2026

Balance at December 31, 2025 $ 6,353

Increase in fair value of contingent consideration earnouts 1,459

Earnout payment - cash ( 5,225 )

Cumulative translation adjustment ( 333 )

Balance at September 30, 2026 $ 2,254

2 unchanged paragraphs

At June September 30, 2026, and December 31, 2025, the fair value of the Company's 1.00% 1.00 % Convertible Senior Notes due 2028 (the "2023 Notes") wa s was $ 571.9 652.2 million and $ 603.1 million, respectively. The fair value of the 2023 Notes is a Level 1 valuation and was determined based on the most recent trade activity of the 2023 Notes as of June September 30, 2026, and December 31, 2025. See Note 8, " Convertible Senior Notes ", for additional information.

Fair Value Measured on a Nonrecurring Basis

During the three months ended September 30, 2026, the Company determined the developed-technology intangible assets related to an intellectual property license agreement were impaired, as the asset would not generate future undiscounted cash flows and therefore was not recoverable. Accordingly, the Company recorded a $ 41.2 million impairment charge, representing the excess of carrying value over fair value. See Note 6, " Goodwill and Intangible Assets ", for more information.

Note 3: Acquisitions and Divestitures 23 changes

On March 30, 2026, the Company completed the sale of Polymem S.A.S. ("Polymem") for total consideration of $ 3.6 million, net of cash divested, which was received during the second quarter of 2026. The Company recognized a net loss on the sale during the six nine months ended June September 30, 2026, of $ 13.7 million, which was recorded within loss on sale of business on the condensed consolidated statements of comprehensive income or loss.

4 unchanged paragraphs

Acquisition-related costs are not included as a component of consideration transferred but are expensed in the periods in which such costs are incurred. The Company has incurred $ 13.8 14.2 million of transaction and integration costs associated with the 908 Devices PAT Portfolio acquisition from the date of acquisition to June September 30, 2026, , of which $ 0.6 0.4 million and $ 1.3 1.7 million were incurred during the three and six nine months ended June September 30, 2026, respectively. The transaction and integration costs are included in operating expenses in the condensed consolidated statements of comprehensive income or loss.

2 unchanged paragraphs

Cash and cash equivalents $ 191

Accounts receivable 1,110

Prepaid expenses and other current assets 651

Property and equipment 1,698

Operating lease right of use assets 2,552

Other assets, long-term 41

Customer relationships 5,040

Developed technology 6,910

Trademark and tradename 1,660

Accounts payable ( 208 )

Accrued liabilities ( 542 )

Operating lease liabilities ( 2,552 )

Deferred revenue ( 2,366 )

Deferred tax liability ( 1,011 )

Fair value of net assets acquired $ 70,297

3 unchanged paragraphs

Useful life Fair Value

1 unchanged paragraph

Customer relationships

Developed technology

Customer relationships 8 - 9 years

Developed technology 10 - 12 years

Trademark and tradename 13 - 14 years

Note 4: Restructuring Activities and Other Charges 15 changes

4 unchanged paragraphs

Beginning in 2023, the Company initiated restructuring activities to simplify and streamline its organization and strengthen the overall effectiveness of operations. The activity activities 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.

1 unchanged paragraph

Three Months Ended June 30,

Six Months Ended June 30,

(Amounts in thousands)

Three Months Ended September 30, Nine Months Ended September 30, (Amounts in thousands)

Severance and employee-related costs $ 546 $ 3,873 $ 197

Facility and other exit costs 1,420 2,307 3,938

Restructuring activities and other charges $ 1,966 $ 6,180 $ 4,135

2 unchanged paragraphs

Restructuring charges

Restructuring liability

(Amounts in thousands)

December 31, 2025 Restructuring charges Cash payments Non-cash items Restructuring liability (Amounts in thousands)

Severance and employee-related costs $ 147 $ 3,873 $ ( 3,401 ) $ — $ 619

Facility and other exit costs — 2,307 ( 245 ) ( 2,062 ) —

Restructuring activities and other charges $ 147 $ 6,180 $ ( 3,646 ) $ ( 2,062 ) $ 619

Note 5: Revenue Recognition 12 changes

1 unchanged paragraph

Three Months Ended June 30,

Six Months Ended June 30,

(Amounts in thousands)

Revenue for the three and six nine months ended June September 30, 2026, and 2025 was as follows:

Three Months Ended September 30, Nine Months Ended September 30, (Amounts in thousands)

Product revenue $ 209,270 $ 188,766 $ 607,566 $ 540,232

Royalty and other revenue 44 39 131 111

Total revenue $ 209,314 $ 188,805 $ 607,697 $ 540,343

3 unchanged paragraphs

The following table provides information about receivables and deferred revenue from contracts with customers as of June September 30, 2026, and December 31, 2025:

2 unchanged paragraphs

Accounts receivable $ 151,235 $ 158,587

Deferred revenue (included in accrued liabilities and other noncurrent liabilities in the condensed consolidated balance sheets) $ 18,920 $ 16,152

During the six nine months ended June September 30, 2026, the Company recognized $ 9.6 12.0 million of revenue that was deferred and included within accrued liabilities and other noncurrent liabilities as of December 31, 2025. During the six nine months ended June September 30, 2025, the Company recognized $ 8.5 9.9 million of revenue that was deferred and included within accrued liabilities and other noncurrent liabilities as of December 31, 2024.

1 unchanged paragraph

Note 6: Goodwill and Intangible Assets 36 changes

Balance at June 30, 2026

The following table represents the change in the carrying value of goodwill for the six nine months ended June September 30, 2026 (amounts in thousands):

Balance at December 31, 2025 $ 1,114,408

Divestiture of Polymem ( 713 )

Cumulative translation adjustment ( 13,376 )

Balance at September 30, 2026 $ 1,100,319

The Company's annual impairment analysis of goodwill was performed as of October 1, 2026. The qualitative assessment of the Company's one reporting unit indicated there were no indications of impairment and it was not more likely than not that its fair value was less than its carrying amount.

Indefinite-lived intangible assets are reviewed for impairment at least annually. Definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset group that includes the definite-lived assets may not be recoverable. The Company reassesses its asset groupings whenever changes in facts and circumstances occur.

During the three months ended September 30, 2026, the Company identified an impairment indicator related to certain definite-lived intangible assets, specific to an intellectual property license agreement, and performed an impairment analysis. Based on the facts and circumstances, these definite-lived intangible assets were determined to be a separate asset group. As a result, the Company determined the developed-technology intangible assets related to the intellectual property license agreement were impaired and recorded a $ 41.2 million impairment charge, which is included within intangible asset impairment charges on the condensed consolidated statements of comprehensive income or loss.

Intangible assets, net, consisted of the following at June September 30, 2026, and December 31, 2025:

2 unchanged paragraphs

Technology – developed

Customer relationships

Technology – developed $ 233,937 $ ( 79,163 ) $ 154,774 15

Customer relationships 275,633 ( 132,939 ) 142,694 15

Trademarks 10,153 ( 3,098 ) 7,055 18

Other intangibles 3,448 ( 3,380 ) 68 3

Total finite-lived intangible assets 523,171 ( 218,580 ) 304,591 15

1 unchanged paragraph

Total intangible assets

Trademarks 700 — 700 —

Total intangible assets $ 523,871 $ ( 218,580 ) $ 305,291

2 unchanged paragraphs

Technology – developed

Customer relationships

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

1 unchanged paragraph

Total intangible assets

Amounts in thousands

2026 (remaining six months)

Trademarks 700 — 700 —

Total intangible assets $ 594,918 $ ( 208,771 ) $ 386,147

Amortization expense for finite-lived intangible assets was $ 9.5 9.6 million and $ 19.3 28.9 million for the three and six nine months ended June September 30, 2026, respectively, and $ 10.3 9.9 million and $ 19.4 29.3 million for the three and six nine months ended June September 30, 2025, respectively. As of June September 30, 2026, the Company expects to record the following amortization expense in future periods:

For the Years Ended December 31, Amounts in thousands

2026 (remaining three months) $ 8,641

2031 and thereafter 159,152

Note 7: Condensed Consolidated Balance Sheets Detail 9 changes

2 unchanged paragraphs

Raw materials $ 94,130 $ 94,632

Work-in-process 28,545 20,793

Finished products 59,530 55,033

Total inventories, net $ 182,205 $ 170,458

2 unchanged paragraphs

Employee compensation

Employee compensation $ 33,073 $ 40,141

Deferred revenue 15,788 14,609

Income taxes payable 763 3,592

Total accrued liabilities $ 75,338 $ 79,208

Note 8: Convertible Senior Notes 16 changes

3 unchanged paragraphs

Principal amount $ 600,000 $ 600,000

Unamortized debt discount ( 40,605 ) ( 52,726 )

Unamortized debt issuance costs ( 3,799 ) ( 5,061 )

Carrying amount - Convertible Senior Notes due 2028, net $ 555,596 $ 542,213

1 unchanged paragraph

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 Interest 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.

3 unchanged paragraphs

• During the five -business day period immediately after any five consecutive trading day period (the "measurement period") in which the trading price (as defined in the 2023 Notes Indenture) per $1,000 principal amount of the 2023 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company's comm on common stock and the conversion rate on each such trading day; and

4 unchanged paragraphs

Three Months Ended June 30,

Six Months Ended June 30,

(Amounts in thousands)

The conditional conversion features of the 2023 Notes were not triggered during the calendar quarter ended June September 30, 2026, therefore, the 2023 Notes are not convertible during the calendar quarter ended September 30, December 31, 2026, pursuant to the applicable last reported sales price conditions.

The following table sets forth total interest expense recognized related to the 2023 Notes for the three and six nine months ended June September 30, 2026, and 2025:

Three Months Ended September 30, Nine Months Ended September 30, (Amounts in thousands)

Contractual interest expense - 2023 Notes $ 1,503 $ 1,500 $ 4,509 $ 4,500

Amortization of debt discount - 2023 Notes 4,128 3,786 12,121 11,117

Amortization of debt issuance costs - 2023 Notes 422 416 1,262 1,243

Total $ 6,053 $ 5,702 $ 17,892 $ 16,860

Note 9: Stockholders' Equity 40 changes

1 unchanged paragraph

Under the Company's current 2018 Stock Option and Incentive Plan (the "2018 Plan"), the number of shares of the Company's common stock that were reserved and available for is suance issuance was 2,778,000 , plus t he the number of shares of common stock that were available for issuance under the Company's 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 September 30, 2026, there were 932,792 928,992 shares available for future grants under the 2018 Plan.

1 unchanged paragraph

In April 2025, the Company issued 52,935 shares of its common stock to former securityholders security holders 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 security holders 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.

2 unchanged paragraphs

Three Months Ended June 30,

Six Months Ended June 30,

(Amounts in thousands)

Research and development

Selling, general and administrative

Total stock-based compensation

Three Months Ended September 30, Nine Months Ended September 30, (Amounts in thousands)

Cost of goods sold $ 523 $ 612 $ 1,504 $ 1,778

Research and development 1,180 1,657 3,495 4,167

Selling, general and administrative 7,652 6,704 20,691 18,676

Total stock-based compensation $ 9,355 $ 8,973 $ 25,690 $ 24,621

Information regarding option activity for the six nine months ended June September 30, 2026, under the Plans is summarized below:

(in Years) Aggregate

Options outstanding at December 31, 2025 563,273 $ 108.18 5.17 $ 34,877

Granted 73,781 119.57

Exercised ( 256,361 ) 61.83 $ 26,966

1 unchanged paragraph

Options outstanding at June 30, 2026

Options exercisable at June 30, 2026

Unvested at June 30, 2026

Options outstanding at September 30, 2026 380,693 $ 141.60 6.44 $ 19,838

Options exercisable at September 30, 2026 197,268 $ 160.93 5.56 $ 6,670

Vested and expected to vest at June September 30, 2026 (1)

(1) Represents the number of vested options as of June September 30, 2026, plus the number of unvested options expected to vest as of June September 30, 2026, based on the unvested outstanding options at June September 30, 2026, adjusted for estimated forfeiture rates of 8 % for awards granted to non-executive level employees and 3 % for awards granted to executive level employees.

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value that would have been received by the option holders had all option holders exercised their options on June September 30, 2026. . The aggregate intrinsic value of stock options exercised was $ 0.2 27.0 million and $ 2.6 4.3 million during the six nine months ended June September 30, 2026, and 2025, respectively.

The weighted average grant date fair value of options granted during the six nine months ended June September 30, 2026, and 2025 was $ 62.76 64.21 and $ 73.61 72.94 , respectively.

The fair value of stock units is calculated using the closing price of the Company's common stock on the date of grant. The Company recognizes expense on awards with service-based vesting over the employee's requisite service period on a straight-line basis. The Company recognizes expense on performance-based awards subject to market conditions over the employee's requisite service period on a straight-line basis, while performance-based awards subject to financial performance conditions are recognized over the vesting period based on the probability that the performance metrics will be achieved. Information regarding stock unit activity, which includes activity for restricted stock units and performance stock units, for the six nine months ended June September 30, 2026, under the Plans is summarized below:

Shares Weighted Average

Unvested at December 31, 2025 555,047 $ 152.80

Awarded 277,989 128.63

Vested ( 169,954 ) 151.55

Forfeited/cancelled ( 86,521 ) 150.29

Unvested at September 30, 2026 576,561 $ 141.08

Vested and expected to vest at June September 30, 2026 (1)

(1) Represents the number of vested stock units as of June September 30, 2026, plus the number of unvested stock units expected to vest as of June September 30, 2026, based on the unvested outstanding stock units at June September 30, 2026, adjusted for estimated forfeiture rates of 8 % for awards granted to non-executive level employees and 3 % for awards granted to executive level employees.

The aggregate intrinsic value of stock units vested during the six nine months ended June September 30, 2026, and 2025 was $ 19.0 22.1 million and $ 18.7 20.8 million, respectively.

The weighted average grant date fair value of stock units granted during the six nine months ended June September 30, 2026, and 2025 was $ 127.37 128.63 and $ 146.93 144.23 , respectively.

As of June September 30, 2026, , there was $ 76.9 68.6 million of total unrecognized compensation cost, inclusive of stock options and stock units, related to unvested share-based award s. awards. This cost is expected to be recognized over a weighted average remaining requisite service period of 2.79 2.71 years.

Note 10: Commitments and Contingencies 1 change

1 unchanged paragraph

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 nine months ended June September 30, 2026, and 2025.

Legal proceedings 49 changes

1 unchanged paragraph

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 Company's 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.

For the three and six nine months ended June September 30, 2026, , the Company recorded an income tax provision of $ 9.1 11.6 million and $ 2.6 14.2 million, , respectively. The Company's effective tax rate for the three and six nine months ended June September 30, 2026, was 64.6 ( 43.4 )% and 16.2 % ( 130.6 )%, respectively, compared to 18.4 12.9 % and 20.9 17.7 %, , 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. and intangible asset impairment charges.

12. (Loss) Earnings Per Share

3 unchanged paragraphs

Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30, (Amounts in thousands, except per share data)

Net (loss) income $ ( 38,432 ) $ 14,911 $ ( 25,091 ) $ 35,607

Weighted average shares used in computing net (loss) income per share – basic 56,558 56,265 56,445 56,208

1 unchanged paragraph

Options and stock units

Denominator for diluted earnings per share - adjusted

Options, stock units and performance stock units — 267 — 312

Dilutive potential common shares — 267 — 312

Denominator for diluted (loss) earnings per share - adjusted weighted average shares used in computing (loss) earnings per share - diluted 56,558 56,532 56,445 56,520 (Loss) earnings per share:

Basic $ ( 0.68 ) $ 0.27 $ ( 0.44 ) $ 0.63

Diluted $ ( 0.68 ) $ 0.26 $ ( 0.44 ) $ 0.63

1 unchanged paragraph

Six Months Ended June 30,

(Amounts in thousands)

Options and stock units (1)

(1) Inclusive of performance stock units.

Three Months Ended September 30, Nine Months Ended September 30, (Amounts in thousands)

Options, stock units and performance stock units 957 653 957 611

Total 957 653 957 611

Potentially dilutive shares from the Company's 2023 Notes were excluded from the calculation of diluted earnings per share during the three and six nine months ended June September 30, 2026, and 2025, as the inclusion would be anti-dilutive.

3 unchanged paragraphs

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

1 unchanged paragraph

North America 49 % 51 % 49 % 50 %

Europe 34 % 30 % 34 % 33 %

1 unchanged paragraph

Total revenue 100 % 100 % 100 % 100 %

2 unchanged paragraphs

Three Months Ended June 30,

Six Months Ended June 30,

(Amounts in thousands)

Three Months Ended September 30, Nine Months Ended September 30, (Amounts in thousands)

Total revenue $ 209,314 $ 188,805 $ 607,697 $ 540,343

1 unchanged paragraph

Research and development

General and administrative

Income tax provision

Cost of goods sold 98,666 88,290 279,987 257,929

Research and development 15,337 14,175 45,179 41,057

Sales and marketing 26,302 26,873 82,734 77,495

General and administrative 98,555 42,642 199,427 126,563

Total costs and operating expenses 238,860 171,980 607,327 503,044

Other income (expense), net 2,738 287 ( 11,253 ) 5,971

Income tax provision 11,624 2,201 14,208 7,663

Net (loss) income $ ( 38,432 ) $ 14,911 $ ( 25,091 ) $ 35,607

3 unchanged paragraphs

There was no revenue from a specific customer that represented 10 % 10% or more of the Company's total revenue for the three and six nine months ended June September 30, 2026, or 2025.

One customer represented 10 % of the Company's total trade accounts receivable balance at June September 30, 2026, and no customer represented 10 % 10% or more of the Company's total trade accounts receivable balance at December 31, 2025.

1 unchanged paragraph

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 Company's 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 Company's 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 Company's 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 the Registration Statement on Form S-4 to be filed by the Company to register the Merger Shares; (vi) subject to certain materiality exceptions, the accuracy of certain representations and warranties of each of Company and BioLife contained in the Merger Agreement and the compliance by each party with the covenants contained in the Merger Agreement; and (vii) the absence of a continuing material adverse effect with respect to each of the Company and BioLife.

On October 29, 2026, the Company entered into privately negotiated exchange and subscription agreements with certain holders of its outstanding 1.00 % Convertible Senior Notes due 2028 and certain new investors. Pursuant to the agreements, the Company expects to issue $ 1.0 billion aggregate principal amount of 0.25 % Convertible Senior Notes due 2031 (the "New Notes"). Approximately $ 541.4 million principal amount of the New Notes will be issued in exchange for approximately $ 456.8 million principal amount of 2028 Notes (the "Exchange Transactions") and approximately $ 458.6 million principal amount of the New Notes will be issued for cash (the "Subscription Transactions", and together with the Exchange Transactions, the "Transactions"). In connection with the issuance of the New Notes, the Company intends to use approximately $ 120.0 million of the net proceeds from the Subscription Transactions to repurchase shares of its common stock from certain purchasers of the New Notes. The transactions are expected to close in November 2026, subject to customary closing conditions.

On October 6, 2026, the Company completed its previously announced acquisition of BioLife Solutions, Inc. ("BioLife"), a company focused on developing cell processing tools and services for the cell and gene therapy market, for approximately $ 1.9 billion, comprised of approximately 7.2 million shares in the Company's common stock and approximately $ 564 million in cash on hand. BioLife stockholders received $ 11.25 in cash per BioLife share plus 0.1442 shares of the Company's common stock per BioLife share. Following the acquisition, BioLife operates as the Company's wholly owned subsidiary under the name "BioLife Solutions, LLC." The Company will account for the acquisition in the fourth quarter of 2026.

MD&A 118 changes

7 unchanged paragraphs

On July 21, 2026, we entered into an Agreement and Plan of Merger (the "Merger Agreement") to acquire all of the 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 our common stock and 36% in cash (the "Transaction"). We will account for the acquisition in the period the Transaction closes, which closing is expected to occur in the fourth quarter of 2026. We expect that the cash portion of the merger consideration will be funded with cash and cash equivalents on hand.

At the closing of the Transaction, BioLife stockholders will be entitled to $11.25 in cash per share plus 0.1442 shares of Repligen 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 our 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 (the "SEC") having declared effective the Registration Statement on Form S-4 to be filed by Repligen to register the Merger Shares; (vi) subject to certain materiality exceptions, the accuracy of certain representations and warranties of each of Repligen and BioLife contained in the Merger Agreement and the compliance by each party with the covenants contained in the Merger Agreement; and (vii) the absence of a continuing material adverse effect with respect to each of Repligen and BioLife. The Transaction with BioLife will bring a differentiated portfolio of products including a market-leading bio preservation media platform and other cell processing tools while expanding our presence in the cell therapy market.

On October 6, 2026, we completed our previously announced acquisition of BioLife Solutions, Inc. ("BioLife"), a company focused on developing cell processing tools and services for the cell and gene therapy market, for approximately $1.9 billion, comprised of approximately 7.2 million shares in our common stock and approximately $564 million in cash on hand. Following the acquisition, BioLife operates as our wholly owned subsidiary under the name "BioLife Solutions, LLC." BioLife brings a differentiated portfolio of products including a market-leading bio- preservation media platform and other cell processing tools, expanding our presence in the cell therapy market. We will account for the acquisition in the fourth quarter of 2026. See Note 14, "Subsequent Events," included in Part I, Item 1, "Financial Statements," in this Quarterly Report on Form 10-Q.

6 unchanged paragraphs

Three Months Ended June 30,

Six Months Ended June 30,

The following discussion of our financial condition and results of operations should be read in conjunction with the accompanying condensed consolidated financial statements and the related footnotes in this Quarterly Report on Form 10-Q. All dollar and percentage changes made herein refer to the three and six nine months ended June September 30, 2026, compared with the three and six nine months ended June September 30, 2025, unless otherwise noted. Certain prior year amounts have been reclassified to conform with the current year presentation.

Total revenues for the three and six nine months ended June September 30, 2026 and 2025 were as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 $ Change % Change 2026 2025 $ Change % Change

1 unchanged paragraph

Royalty and other revenue

Product $ 209,270 $ 188,766 $ 20,504 10.9 % $ 607,566 $ 540,232 $ 67,334 12.5 %

Royalty and other revenue 44 39 5 12.8 % 131 111 20 18.0 %

Total Revenue $ 209,314 $ 188,805 $ 20,509 10.9 % $ 607,697 $ 540,343 $ 67,354 12.5 %

During the three and six nine months ended June September 30, 2026, product revenue increased by $21.8 $20.5 million, or 11.9%, 10.9%, and $46.8 $67.3 million, or 13.3%, 12.5%, respectively, as compared to the same period in 2025. This growth is widespread across our portfolio of products and includes contributions from all our franchises.

During the three months ended June September 30, 2026, product revenue increased 43.3% 27.9% in Europe and 6.3% in North America, and decreased 3.2% in Asia Pacific and the rest of the world. and 17.3% in North America, and decreased 6.1% in Europe. During the six nine months ended June September 30, 2026, product revenue increased 36.1% 19.6% in Asia Pacific and the rest of the world, 11.2% 13.5% in North America, Europe and 7.2% 9.5% in Europe. North America.

1 unchanged paragraph

Three Months Ended June 30,

Six Months Ended June 30,

(Amounts in thousands)

Chromatography products

Process analytics products

Total product revenue

Three Months Ended September 30, Nine Months Ended September 30, (Amounts in thousands)

Filtration products $ 95,571 $ 107,535 $ 287,066 $ 294,278

Chromatography products 53,562 34,558 146,579 113,595

Process analytics products 27,758 23,189 77,135 58,369

Proteins products 32,108 22,317 96,286 72,084

Other 271 1,167 500 1,906

Total product revenue $ 209,270 $ 188,766 $ 607,566 $ 540,232

1 unchanged paragraph

Royalty and other revenues in the three and six nine months ended June September 30, 2026, and 2025 relate to royalties received from a third-party systems manufacturer associated with our OPUS® chromatography columns. Royalty revenues are variable and are dependent on sales generated by our partners.

1 unchanged paragraph

Three Months Ended June 30,

Six Months Ended June 30,

Total costs and operating expenses for the three and six nine months ended June September 30, 2026, and 2025 were comprised of the following:

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 $ Change % Change 2026 2025 $ Change % Change

1 unchanged paragraph

Research and development

Selling, general and administrative

Restructuring activities and other charges

Change in fair value of contingent consideration

Total costs and operating expenses

Costs of goods sold $ 98,328 $ 88,290 $ 10,038 11.4 % $ 278,390 $ 255,462 $ 22,928 9.0 %

Research and development 14,435 14,175 260 1.8 % 43,310 40,259 3,051 7.6 %

Selling, general and administrative 83,592 73,663 9,929 13.5 % 236,746 215,275 21,471 10.0 %

Restructuring activities and other charges 1,966 — 1,966 100.0 % 6,180 4,135 2,045 49.5 %

Intangible asset impairment charges 41,242 — 41,242 100.0 % 41,242 — 41,242 100.0 %

Change in fair value of contingent consideration (703) (4,148) 3,445 (83.1) % 1,459 (12,087) 13,546 (112.1) %

Total costs and operating expenses $ 238,860 $ 171,980 $ 66,880 38.9 % $ 607,327 $ 503,044 $ 104,283 20.7 %

During the three and six nine months ended June September 30, 2026, cost of goods sold increased by $4.7 $10.0 million, or 5.3%, 11.4%, and $12.9 $22.9 million, or 7.7%, 9.0%, respectively, compared to the same period in 2025. Gross margin increased decreased to 53.9% 53.0% for the three months ended June September 30, 2026, compared to 51.0% 53.2% for the same period in 2025. Gross margin increased to 54.8% 54.2% for the six nine months ended June September 30, 2026, compared to 52.4% 52.7% for the same period in 2025. The increase in cost of goods sold is primarily driven by higher product sales compared to the same periods in 2025, partially offset by improved leverage on indirect labor and overhead. The decrease in gross margin during the three months ended September 30, 2026, is primarily driven by unfavorable product mix, partially offset by improved leverage on indirect labor and overhead. The increase in gross margin during the nine months ended September 30, 2026, is driven by favorable product mix and improved leverage on indirect labor and overhead.

2 unchanged paragraphs

R&D expenses increased by $0.4 $0.3 million, or 3.2%, 1.8%, and $2.8 $3.1 million, or 10.7%, 7.6%, respectively, during the three and six nine months ended June September 30, 2026, as compared to the same period periods in 2025. The primary driver of the increase in R&D costs during the six three and nine months ended June September 30, 2026, is incremental R&D personnel expenses from the 908 Devices PAT Portfolio acquisition.

2 unchanged paragraphs

SG&A costs increased by $5.7 $9.9 million, or 8.1%, 13.5%, and $11.5 $21.5 million, or 8.2%, 10.0%, respectively, during the three and six nine months ended June September 30, 2026, as compared to the same period periods in 2025. The primary driver drivers of the increase in SG&A costs is investment in personnel costs to support growth, driven by corporate reorganization efforts, and increased headcount. professional services fees, driven by recent acquisition activities.

1 unchanged paragraph

Restructuring activities and other charges increased by $0.6 $2.0 million, or 25.7%, 100%, and $2.0 million , or 49.5%, respectively, during the three and nine months ended June September 30, 2026, as compared to the same period periods in 2025.

1 unchanged paragraph

4 unchanged paragraphs

1 unchanged paragraph

3 unchanged paragraphs

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1 unchanged paragraph

2 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

15 unchanged paragraphs

4 unchanged paragraphs

4 unchanged paragraphs

and 68 more changes in the filing

Forward-looking statements 1 change

and 1 more change in the filing

Controls and procedures 8 changes

2 unchanged paragraphs

2 unchanged paragraphs

5 unchanged paragraphs

7 unchanged paragraphs

and 8 more changes in the filing

Risk factors 5 changes

1 unchanged paragraph

1 unchanged paragraph

and 5 more changes in the filing

Other information 1 change

1 unchanged paragraph

and 1 more change in the filing

Exhibits 19 changes

4 unchanged paragraphs

3 unchanged paragraphs

3 unchanged paragraphs

3 unchanged paragraphs

and 19 more changes in the filing