Acquisitions

3 Months Ended

Mar. 31, 2026

During the three months ended March 31, 2026, and during the year ended December 31, 2025, the Company completed various acquisitions that collectively complemented the product offerings of the Company’s existing businesses.

The valuation methodology used to determine the fair value of the identifiable assets acquired and liabilities assumed, unless otherwise noted, is consistent with that described in Note 2, Summary of Significant Accounting Policies of the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

2026 Acquisitions

The following table presents the consideration transferred and the allocation to the identifiable assets acquired and liabilities assumed for the 2026 acquisitions (in millions):


Acquisition (Segment)	Tofwerk (BSI CALID)			Other			Total
Consideration Transferred:
Cash paid	$	30.3		$	7.7		$	38.0
Cash acquired		(21.4	)		(0.2	)		(21.6	)
Fair value of deferred consideration		27.0			—			27.0
Fair value of previously held equity interest		38.1			—			38.1
Working capital and other closing adjustments		—			(0.5	)		(0.5	)
Total consideration transferred, net of cash acquired	$	74.0		$	7.0		$	81.0
Allocation of Consideration Transferred:
Accounts receivable		6.5			0.3			6.8
Inventories		12.1			0.6			12.7
Other current assets		2.9			0.1			3.0
Property, plant and equipment		0.2			0.1			0.3
Other assets		9.5			—			9.5
Intangible assets:
Technology		32.7			6.9			39.6
Customer relationships		3.7			—			3.7
Trade name		1.4			—			1.4
Goodwill		36.4			—			36.4
Deferred taxes (net)		(7.8	)		(0.9	)		(8.7	)
Liabilities assumed		(23.6	)		(0.1	)		(23.7	)
Total consideration allocated	$	74.0		$	7.0		$	81.0

The table below summarizes information on the Tofwerk AG and its wholly owned subsidiaries (collectively “Tofwerk”) acquisition:


	Tofwerk
Acquisition date	January 6, 2026
Activity of acquired business	Developer and manufacturer of high-performance time-of-flight (“TOF”) mass spectrometers and related analytical instrumentation used across environmental analysis, industrial monitoring, semiconductor applications, and scientific research. Tofwerk’s modular TOF platform enables real-time, high-resolution detection and quantification of complex chemical compositions. This acquisition enhances Bruker’s mass spectrometry portfolio by expanding our capabilities in TOF based solutions and strengthens our position in advanced environmental, industrial, and research markets that benefit from high sensitivity, real time mass spectrometric analysis.
Location	Thun, Switzerland
Percentage of voting equity interests acquired	Remaining 60.0% ownership interest in Tofwerk. The Company’s existing 40.0% interest in Tofwerk was previously accounted for under the equity method.
Business acquired	Outstanding share capital of Tofwerk.

On January 6, 2026, the Company acquired the remaining 60.0% ownership interest in Tofwerk and its subsidiaries. The transaction was accounted for as an acquisition achieved in stages. The acquisition date fair value of the existing interest was $38.1 million which resulted in a non-taxable gain of $12.2 million that the Company recognized in interest and other income (expense), net in the unaudited condensed consolidated statements of operations for the period. Refer to Note 11, Interest and other income (expense), net for further information. Based on the terms of the transaction and the nature of the negotiations, the Company determined there was no control premium factored into the purchase of the additional 60.0% interest. The fair value of the existing

interest in Tofwerk was determined using the implied business economic value of the entity based on the terms of the acquisition of the additional 60.0% interest.

As a result of the transaction, the Company recognized 100% of the identifiable assets acquired and liabilities assumed of Tofwerk at their respective acquisition‑date fair values. The excess of the total consideration transferred, together with the fair value of the previously held interest, over the fair value of identifiable net assets acquired was recorded as goodwill.

The most significant identifiable intangible asset acquired was technology. The fair value of the technology and customer relationships intangible assets was estimated using a multi-period excess earnings method. The fair value of the tradename intangible asset was estimated using a relief from royalty method. The following table presents estimated useful life for the acquired intangible assets as determined by the Company:


		Tofwerk
Intangible Asset — Technology		4 years
Intangible Asset — Customer relationships		7 years
Intangible Asset — Tradename		13 years

The estimated useful life for the acquired technology intangible assets for the other acquisitions as determined by the Company was 3 years.

The Company believes goodwill to represent future economic benefits of the acquisitions that are not individually identifiable, primarily expected synergies from combining the businesses such as the elimination of surplus facilities and headcount, and the utilization of the Company’s existing commercial infrastructure to expand sales of the acquired businesses’ products and services. The Company does not expect the amounts allocated to goodwill to be deductible for tax purposes.

The Company recorded the provisional determination of the fair value of the identifiable assets acquired and liabilities assumed based on the information available at the time of the issuance of these financial statements for the Tofwerk acquisition and other acquisitions that occurred in the first quarter of 2026. Accordingly, the values recognized are subject to change until the Company finalizes the allocation of consideration transferred during the measurement period, which is no later than one year from the acquisition date. The final determination may result in asset and liability values that are different than the preliminary estimates.

Results of operations for 2026 acquired businesses

Results from the acquisitions included in the consolidated financial statements of the Company from the acquisition dates through March 31, 2026, include revenues of $13.0 million and pre-tax gains totaling $0.5 million. The tax effect of pre-tax gains incurred will be included in the related jurisdictional tax returns of the subsidiaries.

Supplemental Pro Forma Information for 2026 acquired businesses (unaudited)

The consolidated results for the quarter ended March 31, 2026, would not be materially different had the Tofwerk acquisition been completed on January 1, 2026, instead of January 6, 2026. The other acquisition completed during the quarter ended March 31, 2026 was not material to the Company. As such, additional pro forma information combining the results of operations of the Company and these acquisitions have not been included in the consolidated financial statements.

2025 Acquisitions

The following table presents the consideration transferred and the allocation to the identifiable assets acquired and liabilities assumed for the 2025 acquisitions (in millions):


Acquisition (Segment)	Recipe (BSI CALID)			Other (Various)			Total
Consideration Transferred:
Cash paid	$	58.8		$	20.0		$	78.8
Cash acquired		(5.2	)		(1.4	)		(6.6	)
Fair value of redeemable noncontrolling interest		27.5			1.1			28.6
Working capital and other closing adjustments		6.5			2.3			8.8
Total consideration transferred, net of cash acquired	$	87.6		$	22.0		$	109.6
Allocation of Consideration Transferred:
Accounts receivable	$	2.3		$	0.7		$	3.0
Inventories		7.7			1.0			8.7
Other current assets		0.1			0.6			0.7
Property, plant and equipment		21.2			1.2			22.4
Other assets		4.9			1.0			5.9
Intangible assets:
Technology		14.4			10.4			24.8
Customer relationships		30.2			0.9			31.1
Trade name		1.6			0.9			2.5
Goodwill		34.3			12.6			46.9
Deferred taxes (net)		(17.0	)		(0.7	)		(17.7	)
Liabilities assumed		(12.1	)		(6.6	)		(18.7	)
Total consideration allocated	$	87.6		$	22.0		$	109.6

The table below summarizes information on the Recipe Chemicals + Instruments GmbH (“Recipe”) acquisition:


	Recipe
Acquisition date	April 14, 2025
Activity of acquired business	Provider of vendor-agnostic therapeutic drug monitoring (“TDM”) and other clinical in vitro diagnostic kits for Liquid chromatography-mass spectrometry systems utilizing triple-quadrupole time-of flight mass spectrometry (“LC-MS/MS”), High Performance Liquid Chromatography (“HPLC”), and Inductively Coupled Plasma Mass Spectrometry (“ICP-MS”) assays. This acquisition enhances Bruker's capabilities in small molecule clinical diagnostic assays with their existing kits, and ones to be developed, that can be used in our liquid chromatography triple-quadrupole mass spectrometers.
Location	Munich, Germany
Acquired interest	69.64%
Business acquired	Outstanding share capital of Recipe and Recipe’s interest in their majority owned subsidiary, WoBau GmbH (“WoBau”).
Redeemable noncontrolling interest – other shareholders	The Company entered into an agreement with the noncontrolling interest holders that provides the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 30.36% for cash at a contractually defined redemption value exercisable beginning in 2029. The rights associated with the noncontrolling interests are contingently redeemable at the option of the Company or the noncontrolling interest holder. As redemption of the rights is contingently redeemable at the option of the noncontrolling interest holder, the Company classifies the carrying amount of these rights in the mezzanine section on the consolidated balance sheet, which is presented above the equity section and below liabilities. The redeemable noncontrolling interest is initially measured at fair value and subsequently at the greater of the amount that would be paid if the settlement occurred as of the balance sheet date based on the contractually defined redemption value and its carrying amount adjusted for net income (loss) attributable to the noncontrolling interest. Adjustments to the carrying value of the redeemable noncontrolling interest are recorded through retained earnings. At the closing date the fair value of the redeemable noncontrolling interest was $27.5 million. Additionally, the Company entered into an agreement with the noncontrolling interest holder of WoBau which provides the Company with the right to purchase the remaining 10.1% ownership interest of WoBau for cash at a price to be determined in the future, exercisable in 2029 or later. The rights associated with the noncontrolling interests are contingently redeemable at the option of the Company. At the closing date the fair value was determined to be de minimis.

In the acquisitions above, customer relationships and technology intangible assets were the most significant identifiable assets acquired. The fair value of the assets is estimated using a multi-period excess earnings method for customer relationships and a relief from royalty method for technology.

The following table presents estimated useful life for the acquired intangible assets related to the Recipe acquisition as determined by the Company:


		Recipe
Intangible Asset — Technology		10 years
Intangible Asset — Customer relationships		15 years
Intangible Asset — Tradename		1 year

The amortization period for the intangible assets acquired for the Company’s other acquisitions is three to twelve years for the technology.

The Company has finalized its valuation of the assets acquired and liabilities assumed related to the acquisitions that occurred during the first half of 2025, within the measurement period, and no further material adjustments were made. For certain other acquisitions that occurred in the fourth quarter of 2025, the Company recorded the provisional determination of the fair value of the

identifiable assets acquired and liabilities assumed based on the information available as of the time of the issuance of these financial statements. Accordingly, the values recognized are subject to change until the Company finalizes the allocation of consideration transferred during the measurement period, which is no later than one year from the acquisition date. The final determination may result in asset and liability values that are different than the preliminary estimates.

Results of operations for 2025 acquired businesses

Results from the acquisitions included in the consolidated financial statements of the Company from the acquisition dates through December 31, 2025, include revenues of $19.2 million and pre-tax losses totaling $2.4 million. Pre-tax losses include purchased intangible amortization related to the acquisitions as well as acquisition-related expenses, which are recorded within Other charges, net in the consolidated statements of operations. Acquisition-related expenses primarily relate to pre-close services, legal and professional services associated with integration activities, and other transaction costs. The tax effect of pre-tax losses incurred will be included in the related jurisdictional tax returns of its subsidiaries.

Supplemental Pro Forma Information for 2025 acquired businesses (unaudited)

The consolidated results for the year ended December 31, 2025, would not be materially different had the 2025 acquisitions been completed on January 1, 2025. As such, additional pro forma information combining the results of operations of the Company and these acquisitions have not been included in the consolidated financial statements.

- Definition

The entire disclosure for business combination.

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