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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2025

OR

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

For the transition period from ___________ to___________

Commission File Number 000-14656

REPLIGEN CORP ORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware | 04-2729386
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.)
41 Seyon Street, Bldg. 1, Suite 100 Waltham, MA | 02453
(Address of Principal Executive Offices) | (Zip Code)

(781) 250-0111

Registrant’s Telephone Number, Including Area Code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common Stock, par value $0.01 per share | 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  No 

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 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer |  | Accelerated filer | 
Non-accelerated filer |  | Smaller reporting company | 
Emerging growth company |  |  |

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. 

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

The number of shares outstanding of the registrant’s common stock on April 25, 2025 was 56,183,100.

1

Table of Contents

|  |  | PAGE
PART I - | FINANCIAL INFORMATION |  |
Item 1. | Financial Statements |  |
| Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 (Unaudited) |  | 3
| Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2025 and 2024 (Unaudited) |  | 4
| Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2025 and 2024 (Unaudited) |  | 5
| Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 (Unaudited) |  | 6
| Notes to Unaudited Condensed Consolidated Financial Statements |  | 7
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |  | 24
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |  | 31
Item 4. | Controls and Procedures |  | 31
PART II - | OTHER INFORMATION |  |
Item 1. | Legal Proceedings |  | 33
Item 1A. | Risk Factors |  | 33
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |  | 33
Item 3. | Defaults Upon Senior Securities |  | 33
Item 4. | Mine Safety Disclosures |  | 33
Item 5. | Other Information |  | 33
Item 6. | Exhibits |  | 34
Signatures |  | 35

2

PART I – FINANCIAL INF ORMATION

ITEM 1. Financia l Statements

REPLIGEN CORPORATION

CONDENSED CONSOLIDATED B AL ANCE SHEETS

(Unaudited, amounts in thousands, except share data)

|  | March 31, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
ASSETS |  |  |  |  |  |
Current assets: |  |  |  |  |  |
Cash and cash equivalents |  | $ | 697,229 |  |  | $ | 757,355 |
Accounts receivable, net of reserves of $2,113 and $1,832 at March 31, 2025 and December 31, 2024, respectively |  |  | 147,413 |  |  |  | 134,115 |
Inventories, net |  |  | 153,110 |  |  |  | 142,964 |
Prepaid expenses and other current assets |  |  | 34,713 |  |  |  | 31,607 |
Total current assets |  |  | 1,032,465 |  |  |  | 1,066,041 |
Noncurrent assets: |  |  |  |  |  |
Property, plant and equipment, net |  |  | 195,519 |  |  |  | 197,738 |
Intangible assets, net |  |  | 409,225 |  |  |  | 397,897 |
Goodwill |  |  | 1,082,413 |  |  |  | 1,030,995 |
Deferred tax assets |  |  | 737 |  |  |  | 749 |
Operating lease right of use assets |  |  | 129,671 |  |  |  | 135,378 |
Other noncurrent assets |  |  | 2,113 |  |  |  | 868 |
Total noncurrent assets |  |  | 1,819,678 |  |  |  | 1,763,625 |
Total assets |  | $ | 2,852,143 |  |  | $ | 2,829,666 |
LIABILITIES AND STOCKHOLDERS' EQUITY |  |  |  |  |  |
Current liabilities: |  |  |  |  |  |
Accounts payable |  | $ | 26,935 |  |  | $ | 32,134 |
Operating lease liability |  |  | 15,154 |  |  |  | 15,104 |
Current contingent consideration |  |  | 33,865 |  |  |  | 17,126 |
Accrued liabilities |  |  | 76,042 |  |  |  | 62,423 |
Total current liabilities |  |  | 151,996 |  |  |  | 126,787 |
Noncurrent liabilities: |  |  |  |  |  |
Convertible Senior Notes due 2028, net |  |  | 529,605 |  |  |  | 525,567 |
Deferred tax liabilities |  |  | 24,136 |  |  |  | 22,775 |
Noncurrent operating lease liability |  |  | 138,939 |  |  |  | 145,576 |
Noncurrent contingent consideration |  |  | 4,903 |  |  |  | 19,662 |
Other noncurrent liabilities |  |  | 17,081 |  |  |  | 16,581 |
Total noncurrent liabilities |  |  | 714,664 |  |  |  | 730,161 |
Total liabilities |  |  | 866,660 |  |  |  | 856,948 |
Commitments and contingencies (Note 11) |  |  |  |  |  |
Stockholders' equity: |  |  |  |  |  |
Preferred stock, $0.01 par value, 5,000,000 shares authorized, no shares issued or outstanding |  |  | — |  |  |  | — |
Common stock, $0.01 par value; 80,000,000 shares authorized; 56,179,127 shares at March 31, 2025 and 56,091,677 shares at December 31, 2024 issued and outstanding |  |  | 562 |  |  |  | 561 |
Additional paid-in capital |  |  | 1,619,578 |  |  |  | 1,617,336 |
Accumulated other comprehensive loss |  |  | (47,841 | ) |  |  | (52,533 | )
Retained earnings |  |  | 413,184 |  |  |  | 407,354 |
Total stockholders’ equity |  |  | 1,985,483 |  |  |  | 1,972,718 |
Total liabilities and stockholders’ equity |  | $ | 2,852,143 |  |  | $ | 2,829,666 |

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

REPLIGEN CORPORATION

Condensed CONSOLIDATED STATEMENT S O F COMPREHENSIVE INCOME (LOSS)

(Unaudited, amounts in thousands, except share and per share data)

|  | Three Months Ended March 31, |
|  | 2025 |  |  | 2024 |
Revenue: |  |  |  |  |  |
Product |  | $ | 169,137 |  |  | $ | 153,146 |
Royalty and other revenue |  |  | 35 |  |  |  | 36 |
Total revenue |  |  | 169,172 |  |  |  | 153,182 |
Costs and operating expenses: |  |  |  |  |  |
Cost of goods sold |  |  | 78,415 |  |  |  | 76,391 |
Research and development |  |  | 12,924 |  |  |  | 11,238 |
Selling, general and administrative |  |  | 71,255 |  |  |  | 61,803 |
Total costs and operating expenses |  |  | 162,594 |  |  |  | 149,432 |
Income from operations |  |  | 6,578 |  |  |  | 3,750 |
Other income (expenses): |  |  |  |  |  |
Investment income |  |  | 7,314 |  |  |  | 8,993 |
Interest expense |  |  | (5,250 | ) |  |  | (5,029 | )
Amortization of debt issuance costs |  |  | (413 | ) |  |  | (483 | )
Other expenses, net |  |  | (286 | ) |  |  | (3,536 | )
Other income (expenses), net |  |  | 1,365 |  |  |  | (55 | )
Income before income taxes |  |  | 7,943 |  |  |  | 3,695 |
Income tax provision |  |  | 2,113 |  |  |  | 399 |
Net income |  | $ | 5,830 |  |  | $ | 3,296 |
Earnings per share: |  |  |  |  |  |
Basic |  | $ | 0.10 |  |  | $ | 0.06 |
Diluted (Note 13) |  | $ | 0.10 |  |  | $ | 0.06 |
Weighted average common shares outstanding: |  |  |  |  |  |
Basic |  |  | 56,123 |  |  |  | 55,791 |
Diluted (Note 13) |  |  | 56,558 |  |  |  | 56,531 |
Net income |  | $ | 5,830 |  |  | $ | 3,296 |
Other comprehensive income (loss): |  |  |  |  |  |
Foreign currency translation adjustment |  |  | 4,692 |  |  |  | (5,134 | )
Comprehensive income (loss) |  | $ | 10,522 |  |  | $ | (1,838 | )

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

REPLIGEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited, amounts in thousands, except share data)

|  | Three Months Ended March 31, 2025 |
|  | Common Stock |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Number of Shares |  |  | Par Value |  |  | Additional Paid-In Capital |  |  | Accumulated Other Comprehensive Loss |  |  | Retained Earnings |  |  | Total Stockholders' Equity |
Balance at December 31, 2024 |  |  | 56,091,677 |  |  | $ | 561 |  |  | $ | 1,617,336 |  |  | $ | (52,533 | ) |  | $ | 407,354 |  |  | $ | 1,972,718 |
Net income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 5,830 |  |  |  | 5,830 |
Exercise of stock options and vesting of stock units |  |  | 128,593 |  |  |  | 1 |  |  |  | 1,463 |  |  |  | — |  |  |  | — |  |  |  | 1,464 |
Tax withholding on vesting of restricted stock units |  |  | (41,143 | ) |  |  | — |  |  |  | (6,494 | ) |  |  | — |  |  |  | — |  |  |  | (6,494 | )
Stock-based compensation expense |  |  | — |  |  |  | — |  |  |  | 7,273 |  |  |  | — |  |  |  | — |  |  |  | 7,273 |
Translation adjustment |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 4,692 |  |  |  | — |  |  |  | 4,692 |
Balance at March 31, 2025 |  |  | 56,179,127 |  |  | $ | 562 |  |  | $ | 1,619,578 |  |  | $ | (47,841 | ) |  | $ | 413,184 |  |  | $ | 1,985,483 |

|  | Three Months Ended March 31, 2024 |
|  | Common Stock |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Number of Shares |  |  | Par Value |  |  | Additional Paid-In Capital |  |  | Accumulated Other Comprehensive Loss |  |  | Retained Earnings |  |  | Total Stockholders' Equity |
Balance at December 31, 2023 |  |  | 55,766,078 |  |  | $ | 558 |  |  | $ | 1,569,227 |  |  | $ | (37,808 | ) |  | $ | 432,868 |  |  | $ | 1,964,845 |
Net income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 3,296 |  |  |  | 3,296 |
Conversion of debt |  |  | — |  |  |  | — |  |  |  | (55 | ) |  |  | — |  |  |  | — |  |  |  | (55 | )
Exercise of stock options and vesting of stock units |  |  | 111,921 |  |  |  | 1 |  |  |  | 944 |  |  |  | — |  |  |  | — |  |  |  | 945 |
Tax withholding on vesting of restricted stock units |  |  | (39,451 | ) |  |  | — |  |  |  | (7,622 | ) |  |  | — |  |  |  | — |  |  |  | (7,622 | )
Issuance of common stock pursuant to contingent consideration earnout payments |  |  | 2,770 |  |  |  | — |  |  |  | 541 |  |  |  | — |  |  |  | — |  |  |  | 541 |
Stock-based compensation expense |  |  | — |  |  |  | — |  |  |  | 8,776 |  |  |  | — |  |  |  | — |  |  |  | 8,776 |
Translation adjustment |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (5,134 | ) |  |  | — |  |  |  | (5,134 | )
Balance at March 31, 2024 |  |  | 55,841,318 |  |  | $ | 559 |  |  | $ | 1,571,811 |  |  | $ | (42,942 | ) |  | $ | 436,164 |  |  | $ | 1,965,592 |

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

REPLIGEN CORPORATION

CONDENSED CONSOLIDATED STATE MENTS OF CASH FLOWS

(Unaudited, amounts in thousands)

|  | Three Months Ended March 31, |
|  | 2025 |  |  | 2024 |
Cash flows from operating activities: |  |  |  |  |  |
Net income |  | $ | 5,830 |  |  | $ | 3,296 |
Adjustments to reconcile net income to net cash provided by operating activities: |  |  |  |  |  |
Depreciation and amortization |  |  | 18,704 |  |  |  | 16,909 |
Amortization of debt discount and issuance costs |  |  | 4,039 |  |  |  | 3,809 |
Stock-based compensation |  |  | 7,273 |  |  |  | 8,776 |
Deferred income taxes, net |  |  | (1,204 | ) |  |  | (1,122 | )
Unrealized loss on derivative contracts |  |  | 8,223 |  |  |  | — |
Net unrealized foreign exchange gain |  |  | (8,207 | ) |  |  | — |
Operating lease right of use asset amortization |  |  | 4,484 |  |  |  | 4,394 |
Loss on disposal of fixed assets |  |  | 1,218 |  |  |  | — |
Other |  |  | 1,034 |  |  |  | 32 |
Changes in operating assets and liabilities, excluding impact of acquisitions: |  |  |  |  |  |
Accounts receivable |  |  | (9,921 | ) |  |  | 6,653 |
Inventories |  |  | (3,828 | ) |  |  | 3,167 |
Prepaid expenses and other current assets |  |  | (2,191 | ) |  |  | (2,338 | )
Other noncurrent assets |  |  | (1,202 | ) |  |  | 320 |
Accounts payable |  |  | (6,693 | ) |  |  | (645 | )
Accrued liabilities |  |  | 1,807 |  |  |  | 2,980 |
Operating lease liabilities |  |  | (4,836 | ) |  |  | (1,375 | )
Noncurrent liabilities |  |  | 475 |  |  |  | (148 | )
Total cash provided by operating activities |  |  | 15,005 |  |  |  | 44,708 |
Cash flows from investing activities: |  |  |  |  |  |
Acquisitions, net of cash acquired |  |  | (69,720 | ) |  |  | — |
Additions to capitalized software costs |  |  | (867 | ) |  |  | (27 | )
Purchases of property, plant and equipment |  |  | (3,563 | ) |  |  | (8,346 | )
Sale of property, plant and equipment |  |  | 42 |  |  |  | 11 |
Total cash used in investing activities |  |  | (74,108 | ) |  |  | (8,362 | )
Cash flows from financing activities: |  |  |  |  |  |
Proceeds from exercise of stock options |  |  | 1,464 |  |  |  | 945 |
Payment of tax withholding obligation on vesting of restricted stock |  |  | (6,494 | ) |  |  | (7,622 | )
Payment of earnout consideration |  |  | — |  |  |  | (2,160 | )
Other financing activities |  |  | — |  |  |  | (137 | )
Total cash used in financing activities |  |  | (5,030 | ) |  |  | (8,974 | )
Effect of exchange rate changes on cash and cash equivalents |  |  | 4,007 |  |  |  | 1,922 |
Net (decrease) increase in cash and cash equivalents |  |  | (60,126 | ) |  |  | 29,294 |
Cash, cash equivalents, beginning of period |  |  | 757,355 |  |  |  | 751,323 |
Cash and cash equivalents, end of period |  | $ | 697,229 |  |  | $ | 780,617 |
Supplemental disclosure of non-cash investing and financing activities: |  |  |  |  |  |
Assets acquired under operating leases |  | $ | 36 |  |  | $ | 23,093 |
Fair value of shares of common stock issued for contingent consideration earnouts |  | $ | — |  |  | $ | 541 |

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

REPLIGEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 Securities and Exchange Commission (“SEC”), for Quarterly Reports on Form 10-Q and Article 10 of Regulation S-X and do not include all of the information and footnote disclosures required by GAAP. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 14, 2025 (“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 such estimates more difficult to calculate. Accordingly, actual results could differ from those estimates.

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

The Company made no material changes in the application of its significant accounting policies that were disclosed in its Form 10-K. In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of only normal, recurring adjustments necessary for a fair presentation of its financial position as of March 31, 2025, its results of operations for the three months ended March 31, 2025 and 2024 and cash flows for the three months ended March 31, 2025 and 2024. The results of operations for the interim periods presented are not necessarily indicative of results to be expected for the entire year.

Recent Accounting Guidance

The Company considers the applicability and impact of all Accounting Standards Updates (“ASU” or “ASUs”) and other recently issued guidance or rule decisions on their 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 Company’s condensed consolidated financial position or results of operations. Recently issued accounting guidance that the Company believes may be applicable to them is as follows:

Recently Issued Accounting Guidance – Not Yet Adopted

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses.” The ASU requires additional disclosures by disaggregating the costs and expense line items that are presented on the face of the income statement. The disaggregation 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 ASU is effective for our Annual Report on Form 10-K beginning in 2027 and subsequent interim reports. Early adoption is permitted. The ASU should be applied prospectively. Retrospective application is permitted for all prior periods presented in the financial statements. We are currently evaluating the impact of adopting this ASU on our financial reporting disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures.” ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. ASU 2023-09 will be effective for the Company in its income tax disclosure included in its 2025 Annual Report on Form 10-K and will be

7

applied on a prospective basis. However, retrospective application is permitted. Besides a change in income tax disclosures, the Company does not expect the adoption of ASU 2023-09 to have a material impact on its condensed consolidated financial statements.

2.
Fair Value Measurements

The Company uses various valuation approaches in determining the fair value of its assets and liabilities. The Company employs a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. The fair value hierarchy is broken down into three levels based on the source of inputs as follows:

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 quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities.
Level 3 - | Valuations based on inputs that are unobservable or significant to the overall fair value measurement.

The availability of observable inputs can vary among the various types of financial assets and liabilities. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for financial statement disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level input that is significant to the overall fair value measurement.

Fair Value Measured on a Recurring Basis

Financial assets and financial liabilities measured at fair value on a recurring basis consist of the following as of March 31, 2025 and December 31, 2024 (amounts in thousands):

|  | As of March 31, 2025 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Assets: |  |  |  |  |  |  |  |  |  |  |  |
Money market accounts |  | $ | 591,353 |  |  | $ | — |  |  | $ | — |  |  | $ | 591,353 |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |
Foreign exchange forward contracts |  | $ | — |  |  | $ | 8,188 |  |  | $ | — |  |  | $ | 8,188 |
Current contingent consideration |  | $ | — |  |  | $ | 17,126 |  |  | $ | 16,739 |  |  | $ | 33,865 |
Noncurrent contingent consideration |  | $ | — |  |  | $ | — |  |  | $ | 4,903 |  |  | $ | 4,903 |
|  | As of December 31, 2024 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Assets: |  |  |  |  |  |  |  |  |  |  |  |
Money market accounts |  | $ | 687,253 |  |  | $ | — |  |  | $ | — |  |  | $ | 687,253 |
Foreign exchange forward contracts |  | $ | — |  |  | $ | 287 |  |  | $ | — |  |  | $ | 287 |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |
Current contingent consideration |  | $ | — |  |  | $ | 17,126 |  |  | $ | — |  |  | $ | 17,126 |
Noncurrent contingent consideration |  | $ | — |  |  | $ | — |  |  | $ | 19,662 |  |  | $ | 19,662 |

Cash and cash equivalents

As of March 31, 2025 and December 31, 2024, cash and cash equivalents on the Company's condensed consolidated balance sheets included $591.4 million and $687.3 million, respectively, in money market accounts. These funds are valued on a recurring basis using Level 1 inputs.

8

Contingent Consideration – Earnouts

As of March 31, 2025, the maximum amount of future contingent consideration (undiscounted) that the Company could be required to pay in connectio n with each of the completed acquisitions is: $54.5 million over a three-year period for Tantti, which was acquired December 2024, $13.8 million for Avitide, Inc. (“Avitide”) and $3.3 million for FlexBiosys, Inc. (“FlexBiosys”). The Avitide and FlexBiosys earnout periods ended on December 31, 2024, therefore the maximum contingent consideration reflects the earnout achievement to be paid in the second quarter of 2025. The fair value level of the contingent consideration related to Avitide and FlexBiosys was transferred from Level 3 to Level 2 in the fourth quarter of 2024 as the earnout achievement became known. See Note 5, “Acquisitions”, included in Part II, Item 8, “Financial Statements and Supplementary Data,” to the Company’s Form 10-K for additional information on the acquisitions of Avitide and FlexBiosys and the related contingent consideration.

A reconciliation of the change in the fair value of contingent consideration – earnouts is included in the following table (amounts in thousands):

Balance at December 31, 2024 |  | $ | 36,788 |
Translation adjustment |  |  | 1,980 |
Balance at March 31, 2025 |  | $ | 38,768 |

The recurring Level 3 fair value measurement of our contingent consideration obligations for Tantti include the following significant unobservable inputs (amounts in thousands, except percent data):

Contingent Consideration Earnout |  | Fair Value as of March 31, 2025 |  | Valuation Technique |  | Unobservable Input |  | Range |  | Weighted Average(1)
|  |  |  |  | Monte Carlo Simulation |  | Probability of |  |  |  |
|  |  |  |  |  |  | Success |  | 0% - 100% |  | 50%
Commercialization-based payments |  | $ |  | 3,854 |  |  |  | Earnout Discount Rate |  | 5.4% |  | 5.4%
|  |  |  |  |  |  | Volatility |  | 22.6% - 34.7% |  | 34.7%
Revenue and Volume- based payments |  |  |  |  | Monte Carlo Simulation |  | Revenue & Volume Discount Rate |  | 10.2% - 15.7% |  | 15.7%
|  | $ |  | 13,268 |  |  |  | Earnout Discount Rate |  | 5.4% - 5.8% |  | 5.4%
|  |  |  |  |  |  | Probability of Success |  | 0% - 100% |  | 50%
Manufacturing line expansions |  | $ |  | 2,540 |  | Probability-weighted present value |  | Earnout Discount Rate |  | 5.4% - 5.5% |  | 5.4%

(1)
Unobservable inputs were weighted by the relative fair value of the contingent consideration liability.

Changes in the projected performance of the acquired business could result in a higher or lower contingent consideration obligation in the future.

Fair Value of Other Financial Instruments

The fair value of outstanding foreign exchange forward contracts are valued using quoted forward foreign exchange prices at the reporting date.

Fair Value Measured on a Nonrecurring Basis

During the three months ended March 31, 2025, there were no re-measurements to the fair value of financial assets and liabilities that are measured at fair value on a nonrecurring basis.

Convertible Senior Notes

On December 14, 2023, the Company issued $600.0 million aggregate principal amount of 1.00% Convertible Senior Notes due 2028 (the “2023 Notes”) in a private placement pursuant to separate, privately negotiated exchange and subscription agreements (the “Exchange and Subscription Agreements”) with a limited number of holders of its outstanding 2019 Notes and certain other

9

qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (“Securities Act”). Pursuant to the Exchange and Subscription Agreements, the Company exchanged $217.7 million of its 2019 Notes for $309.9 million aggregate principal amount of the 2023 Notes (the “Exchange Transaction”) and issued $290.1 million aggregate principal amount of the 2023 Notes (the “Subscription Transactions”) for $290.1 million in cash. At March 31, 2025 and December 31, 2024, the carrying value of the 2023 Notes was $529.6 million and $525.6 million, respectively, net of unamortized debt discount and debt issuance cost and the fair value of the 2023 Notes was $590.5 million and $546.1 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 March 31, 2025 and December 31, 2024. The 2023 Notes and 2019 Notes are discussed in more detail in Note 9, “Convertible Senior Notes,” to these condensed consolidated financial statements.

3.
Derivative Instruments

The primary risk managed by the Company using derivative instruments is foreign exchange risk. Foreign exchange forward contracts are entered into as hedges against unfavorable fluctuations in the U.S. dollar to Swedish krona (SEK) exchange rates. The Company does not apply hedge accounting to these contracts because these derivative instruments are not qualified as accounting hedges; therefore the changes in fair value are recorded in the condensed consolidated statements of operations and comprehensive income (loss). By using derivative instruments to mitigate exposures to changes in foreign exchange rates, the Company is exposed to credit risk from the failure of the counterparty to perform under the terms of the contract. The credit or repayment risk is minimized by entering into transactions with high-quality counterparties.

The notional amounts of the outstanding contracts at March 31, 2025 and December 31, 2024 were as follows (in thousands):

|  | U.S. Dollar Amount |  |  | SEK Amount |
May 2025 |  |  | 26,481 |  |  |  | 289,967 |
September 2025 |  |  | 62,550 |  |  |  | 679,418 |
|  |  | 89,031 |  |  |  | 969,385 |

The fair value of outstanding derivative instruments recorded in the accompanying consolidated balance sheet were as follows (in thousands):

(in thousands) |  |  |  | March 31, 2025 |  |  | December 31, 2024 |
Derivatives not designated or not qualifying as hedging instruments |  | Balance Sheet Location |  |  |  |  |  |
Foreign exchange forward contracts |  | Other current assets |  | $ | — |  |  | $ | 287 |
Foreign exchange forward contracts |  | Accrued liabilities |  | $ | 8,188 |  |  | $ | — |

The effects of derivative instruments on the condensed consolidated statements of operations and comprehensive income (loss) were as follows (in thousands):

|  |  |  | Three Months Ended March 31, |
Amount of Gain Recognized on Derivatives |  |  |  | 2025 |  |  | 2024 |
Derivatives not designated or not qualifying as hedging instruments |  | Location of loss recognized on derivatives |  |  |  |  |  |
Foreign exchange forward contracts |  | Other expenses, net |  | $ | (8,223 | ) |  | $ | — |

4.
Acquisitions

2025 Acquisition

908 Devices Inc. Bioprocessing Analytics Portfolio

On March 4, 2025, the Company completed its acquisition of 908 Devices Inc.’s (“908 Devices”) desktop portfolio of four devices for bioprocessing process analytical technology applications (“PAT Portfolio”). In connection with the transaction, Repligen also acquired facilities, employees, equipment and lease obligations for facilities in North Carolina and Braunschweig, Germany as well as certain working capital balances related to the PAT Portfolio. The transaction is referred to as the 908 Devices PAT Portfolio acquisition.

Consideration Transferred

10

The Company accounted for the 908 Devices PAT Portfolio acquisition as a purchase of a business under Accounting Standards Codification (“ASC”) 805, “Business Combinations,” and the Company engaged a third-party valuation firm to assist with the valuation of certain assets acquired. Under the securities and asset purchase agreement, the PAT portfolio and associated net assets were acquired for cash consideration of $69.9 million, subject to a working capital adjustment to be finalized in future periods. Under the acquisition method of accounting, the assets acquired and liabilities assumed were recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company. The fair value of the net assets acquired is estimated to be $4.9 million, the fair value of intangible assets acquired is estimated to be $14.9 million and the residual goodwill is estimated to be $50.1 million. 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 $5.2 million of transaction and integration costs associated with the 908 Devices PAT Portfolio acquisition from the date of acquisition to March 31, 2025. The transaction and integration costs are included in operating expenses in the condensed consolidated statements of comprehensive income (loss).

Fair Value of Net Assets Acquired

The preliminary allocation of purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date. As of March 31, 2025, the purchase accounting for this acquisition had not been finalized and has been recorded on a provisional basis. As additional information becomes available, including but not limited to the outcome of an updated valuation related to developed technology and additional analysis related to inventory valuation, the Company may further revise its preliminary purchase price allocation during the remainder of the measurement period. Amounts recorded on a provisional basis include but are not limited to intangible assets, working capital accounts including inventories, deferred tax accounts, deferred revenues, lease assets and goodwill. The components and estimated allocation of the purchase price consist of the following (amounts in thousands):

Cash and cash equivalents |  | $ | 191 |
Accounts receivable |  |  | 1,110 |
Inventory |  |  | 5,393 |
Prepaid expenses and other current assets |  |  | 535 |
Property and equipment |  |  | 1,698 |
Operating lease right of use asset |  |  | 2,986 |
Other assets, long-term |  |  | 41 |
Customer relationships |  |  | 5,219 |
Developed technology |  |  | 7,934 |
Trademark and tradename |  |  | 1,737 |
Goodwill |  |  | 50,134 |
Accounts payable |  |  | (208 | )
Accrued liabilities |  |  | (557 | )
Operating lease liability |  |  | (2,475 | )
Deferred revenue |  |  | (2,366 | )
Noncurrent deferred tax liability |  |  | (1,461 | )
Fair value of net assets acquired |  | $ | 69,911 |

Acquired Goodwill

The goodwill of $50.1 million (determined on a provisional basis and thus subject to change during the measurement period) represents future economic benefits expected to arise from anticipated synergies from the integration of the PAT Portfolio into the Company. These synergies include operating efficiencies and strategic benefits projected to be achieved as a result of the 908 Devices PAT Portfolio acquisition. Goodwill is calculated based on the acquired assets in the United States and Germany. Goodwill related to the United States of $39.8 million is deductible for income tax purposes. The goodwill of $10.3 million related to Germany is expected to be nondeductible for income tax purposes.

Intangible Assets

The following table sets forth the components of the identified intangible assets (determined on a provisional basis and thus subject to change during the measurement period) associated with the 908 Devices PAT Portfolio acquisition and their estimated useful lives:

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|  | Useful life |  | Fair Value |
|  |  |  | (Amounts in thousands) |
Customer relationships |  | 10 - 15 years |  | $ | 5,219 |
Developed technology |  | 10 - 15 years |  |  | 7,934 |
Trademark and tradename |  | 14 - 15 years |  |  | 1,737 |
|  |  |  | $ | 14,890 |

2024 Acquisition

Tantti Laboratory Inc.

On December 2, 2024, the Company's subsidiary, Repligen Sweden AB, acquired Tantti Laboratory Inc. (“Tantti”) from the former shareholders of Tantti (“Tantti Seller”) pursuant to a share swap agreement, dated as of July 27, 2024 (such acquisition, the “Tantti Acquisition”), by and among Repligen Sweden AB, the Tantti Seller, and the Company, in its capacity as guarantor of the obligations of Repligen Sweden AB under the Share Purchase Agreement.

Tantti, headquartered in Taoyuan City, Taiwan, has developed a unique portfolio of macroporous chromatography beads to optimize the purification of new modalities including viral vectors, viruses, nucleic acids and other large molecule biologics. The addition of Tantti further strengthens our portfolio in the new modality space.

Consideration Transferred

The Company accounted for the Tantti Acquisition as a purchase of business under ASC 805, “Business Combinations,” and the Company engaged a third-party valuation firm to assist with the valuation of Tantti. Under the share swap agreement, all outstanding equity interests of Tantti were acquired for consideration with a value totaling $74.8 million. The Tantti Acquisition was funded through payment of $55.1 million in cash and contingent consideration with a fair value of $19.7 million. Under the acquisition method of accounting, the assets acquired and liabilities assumed of Tantti were recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company. The fair value of the net liabilities acquired is estimated to be ($1.2) million, the fair value of the intangible assets acquired is estimated to be $28.9 million and the residual goodwill is estimated to be $47.1 million. Acquisition-related costs are not included as a component of consideration transferred but are expensed in the periods in which costs are incurred. The Company incurred $2.5 million of transaction and integration costs associated with the Tantti Acquisition from the date of acquisition to March 31, 2025, of which $0.9 million were incurred during the three months ended March 31, 2025. The transaction costs are included in operating expenses in the condensed consolidated statements of comprehensive income (loss).

Fair Value of Net Assets Acquired

The preliminary allocation of purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date. As of March 31, 2025, the purchase accounting for this acquisition had not been finalized. As additional information becomes available, including the outcome of the obsolescence study on developed technology, the Company may further revise its preliminary purchase price allocation during the remainder of the measurement period. Besides the outcome of the obsolescence study and the tax implications of the purchase price allocation, the final allocation may also result in changes to other assets and liabilities. The components and estimated allocation of the purchase price consist of the following (amounts in thousands):

Cash and cash equivalents |  | $ | 85 |
Accounts receivable |  |  | 1 |
Inventory |  |  | 41 |
Prepaid expenses and other current assets |  |  | 321 |
Property and equipment |  |  | 731 |
Operating lease right of use asset |  |  | 637 |
Other assets, long-term |  |  | 81 |
Developed technology |  |  | 28,910 |
Goodwill |  |  | 47,105 |
Accounts payable |  |  | (18 | )
Accrued liabilities |  |  | (510 | )
Operating lease liability |  |  | (214 | )
Noncurrent deferred tax liability |  |  | (1,911 | )
Noncurrent operating lease liability |  |  | (413 | )
Fair value of net assets acquired |  | $ | 74,846 |

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Acquired Goodwill

The goodwill of $47.1 million (determined on a provisional basis and thus subject to change during the measurement period) represents future economic benefits expected to arise from anticipated synergies from the integration of Tantti into the Company. These synergies include operating efficiencies and strategic benefits projected to be achieved as a result of the Tantti Acquisition. Substantially all of the goodwill recorded is expected to be nondeductible for income tax purposes.

Intangible Assets

The identified intangible asset (determined on a provisional basis and thus subject to change during the measurement period) associated with the Tantti Acquisition is developed technology of $28.9 million with a useful life of fifteen years.

5.
Restructuring Activities and Other Inventory-Related Charges

In July 2023, the Board of Directors authorized the Company's management team to undertake restructuring activities to simplify and streamline our organization and strengthen the overall effectiveness of our operations. Since the initial streamlining and rebalancing efforts contemplated in July 2023, and with the introduction of new management in the second half of 2024, the Company continued to undertake further restructuring activities (collectively, the “Restructuring Plan”) which has included consolidating a portion of our 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. In addition, the Company evaluated the net realizable value of finished goods and raw materials to meet rapidly changing demand during a challenging supply chain environment in the industry during 2023 and 2024.

The Company recorded pre-tax restructuring activity of $2.0 million for the three months ended March 31, 2025 and $1.4 million for the three months ended March 31, 2024, related to the 2023 Restructuring Plan, which will be complete in the second quarter of 2025. As of March 31, 2025, the total pre-tax restructuring activity incurred related to the Restructuring Plan and other inventory-related charges is $81.1 million, of which $59.7 million related to other inventory-related charges. For more information regarding the other inventory related charges, see Note 6, “Restructuring Activities and Other Inventory-Related Charges” included in Part II, Item 8, “Financial Statements and Supplementary Data” to the Company’s Form 10-K.

The following tables summarize the charges related to restructuring activities by type of cost for the periods presented on the Company’s condensed consolidated statements of comprehensive income (loss):

|  | Three Months Ended March 31, 2025 |
|  | Severance and Employee-Related Costs |  |  | Facility and Other Exit Costs |  |  | Total |
|  | (Amounts in thousands) |
Cost of goods sold |  | $ | 78 |  |  | $ | 536 |  |  | $ | 614 |
Research and development |  |  | (57 | ) |  |  | 867 |  |  |  | 810 |
Selling, general and administrative |  |  | (9 | ) |  |  | 558 |  |  |  | 549 |
|  | $ | 12 |  |  | $ | 1,961 |  |  | $ | 1,973 |

|  | Three Months Ended March 31, 2024 |
|  | Severance and Employee-Related Costs |  |  | Accelerated Depreciation |  |  | Facility and Other Exit Costs |  |  | Total |
|  | (Amounts in thousands) |
Cost of goods sold |  | $ | 482 |  |  | $ | 19 |  |  | $ | 58 |  |  | $ | 559 |
Research and development |  |  | 165 |  |  |  | — |  |  |  | — |  |  |  | 165 |
Selling, general and administrative |  |  | 699 |  |  |  | — |  |  |  | — |  |  |  | 699 |
|  | $ | 1,346 |  |  | $ | 19 |  |  | $ | 58 |  |  | $ | 1,423 |

Severance and employee-related costs under the Restructuring Plan are primarily associated with actual headcount reductions. Costs incurred include cash severance and non-cash severance, including other termination benefits. Severance and other termination benefit packages are based on established benefit arrangements or local statutory requirements and we recognized the contractual component of these benefits when payment was probable and could be reasonably estimated.

The Company’s manufacturing strategy and footprint were reviewed as a part of our 2024 annual strategic planning and budget session. We continued executing these exit activities initiated in 2024 in the first quarter of 2025.

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The restructuring accrual is included in accrued liabilities in the condensed consolidated balance sheet as of March 31, 2025. Activity related to the Restructuring Plan for the three months ended March 31, 2025 was as follows (amounts in thousands):

|  | Restructuring Liability December 31, 2024 |  |  | Restructuring Costs |  |  | Amounts Paid in 2025 |  |  | Noncash Restructuring Items |  |  | Restructuring Liability March 31, 2025 |
Severance & employee-related costs |  | $ | 516 |  |  | $ | 12 |  |  | $ | (395 | ) |  | $ | (5 | ) |  | $ | 128 |
Facility and other exit costs |  |  | — |  |  |  | 1,961 |  |  |  | (208 | ) |  |  | (1,456 | ) |  |  | 297 |
Total |  | $ | 516 |  |  | $ | 1,973 |  |  | $ | (603 | ) |  | $ | (1,461 | ) |  | $ | 425 |

6.
Revenue Recognition

Disaggregation of Revenue

Revenues for the three months ended March 31, 2025 and 2024 were as follows:

|  | Three Months Ended March 31, |
|  | 2025 |  |  | 2024 |
|  | (Amounts in thousands) |
Product revenue |  | $ | 169,137 |  |  | $ | 153,146 |
Royalty and other income |  |  | 35 |  |  |  | 36 |
Total revenue |  | $ | 169,172 |  |  | $ | 153,182 |

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 Company’s revenues and cash flows from any of its product lines. However, given that the Company’s revenues are generated in different geographic regions, factors such as regulatory, economic and geopolitical developments within those regions could impact the nature, timing and uncertainty of the Company’s revenues and cash flows.

Disaggregated revenue from contracts with customers by geographic region and revenue from significant customers can be found in Note 15, “Segment Reporting,” included in this report.

For more information regarding our product revenue, see Note 8, “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 March 31, 2025 and December 31, 2024 (amounts in thousands):

|  | March 31, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
Balances from contracts with customers only: |  |  |  |  |  |
Accounts receivable |  | $ | 147,413 |  |  | $ | 134,115 |
Deferred revenue (included in accrued liabilities and other noncurrent liabilities in the condensed consolidated balance sheets) |  | $ | 21,932 |  |  | $ | 13,597 |
Revenue recognized during periods presented relating to: |  |  |  |  |  |
The beginning deferred revenue balance |  | $ | 5,340 |  |  | $ | 16,372 |

The timing of revenue recognition, billings and cash collections results in the accounts receivable and deferred revenue balances on the Company’s condensed consolidated balance sheets.

7.
Goodwill and Intangible Assets

Goodwill

14

The following table represents the change in the carrying value of goodwill for the three months ended March 31, 2025 (amounts in thousands):

Balance at December 31, 2024 |  | $ | 1,030,995 |
908 Devices PAT Portfolio acquisition |  |  | 50,134 |
Cumulative translation adjustment |  |  | 1,284 |
Balance at March 31, 2025 |  | $ | 1,082,413 |

The Company has not identified any “triggering” events which indicate an impairment of goodwill in the three months ended March 31, 2025.

Intangible assets

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 may not be recoverable. There has been no impairment of the Company’s intangible assets for the periods presented.

Intangible assets, net, consisted of the following at March 31, 2025:

|  | March 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 |  | $ | 295,875 |  |  | $ | (65,433 | ) |  | $ | 230,442 |  |  |  | 16 |
Patents |  |  | 240 |  |  |  | (240 | ) |  |  | — |  |  |  | 8 |
Customer relationships |  |  | 275,017 |  |  |  | (105,691 | ) |  |  | 169,326 |  |  |  | 15 |
Trademarks |  |  | 10,493 |  |  |  | (2,429 | ) |  |  | 8,064 |  |  |  | 18 |
Other intangibles |  |  | 3,910 |  |  |  | (3,217 | ) |  |  | 693 |  |  |  | 3 |
Total finite-lived intangible assets |  |  | 585,535 |  |  |  | (177,010 | ) |  |  | 408,525 |  |  |  | 15 |
Indefinite-lived intangible asset: |  |  |  |  |  |  |  |  |  |  |  |
Trademarks |  |  | 700 |  |  |  | — |  |  |  | 700 |  |  |  | — |
Total intangible assets |  | $ | 586,235 |  |  | $ | (177,010 | ) |  | $ | 409,225 |  |  |  |

Intangible assets, net, consisted of the following at December 31, 2024:

|  | December 31, 2024 |
|  | Gross Carrying Value |  |  | Accumulated Amortization |  |  | Net Carrying Value |  |  | Weighted Average Useful Life (in years) |
|  | (Amounts in thousands) |  |  |  |
Finite-lived intangible assets: |  |  |  |  |  |  |  |  |  |  |  |
Technology – developed |  | $ | 283,380 |  |  | $ | (60,272 | ) |  | $ | 223,108 |  |  |  | 16 |
Patents |  |  | 240 |  |  |  | (240 | ) |  |  | — |  |  |  | 8 |
Customer relationships |  |  | 267,599 |  |  |  | (100,646 | ) |  |  | 166,953 |  |  |  | 15 |
Trademarks |  |  | 8,641 |  |  |  | (2,283 | ) |  |  | 6,358 |  |  |  | 19 |
Other intangibles |  |  | 3,812 |  |  |  | (3,034 | ) |  |  | 778 |  |  |  | 3 |
Total finite-lived intangible assets |  |  | 563,672 |  |  |  | (166,475 | ) |  |  | 397,197 |  |  |  | 15 |
Indefinite-lived intangible asset: |  |  |  |  |  |  |  |  |  |  |  |
Trademarks |  |  | 700 |  |  |  | — |  |  |  | 700 |  |  |  | — |
Total intangible assets |  | $ | 564,372 |  |  | $ | (166,475 | ) |  | $ | 397,897 |  |  |  |

15

Amortization expense for finite-lived intangible assets was $9.1 million and $8.7 million for each of the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, the Company expects to record the following amortization expense in future periods (amounts in thousands):

|  | Estimated |
|  | Amortization |
For the Years Ended December 31, |  | Expense |
2025 (remaining nine months) |  | $ | 28,265 |
2026 |  |  | 37,551 |
2027 |  |  | 37,189 |
2028 |  |  | 37,156 |
2029 |  |  | 36,976 |
2030 and thereafter |  |  | 231,388 |
Total |  | $ | 408,525 |

8.
Consolidated Balance Sheet Detail

Inventories, net

Inventories, net consists of the following:

|  | March 31, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
|  | (Amounts in thousands) |
Raw materials |  | $ | 83,251 |  |  | $ | 82,208 |
Work-in-process |  |  | 6,035 |  |  |  | 4,542 |
Finished products |  |  | 63,824 |  |  |  | 56,214 |
Total inventories, net |  | $ | 153,110 |  |  | $ | 142,964 |

Property, plant and equipment, net

Property, plant and equipment, net consist of the following:

|  | March 31, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
|  | (Amounts in thousands) |
Land |  | $ | 861 |  |  | $ | 824 |
Buildings |  |  | 703 |  |  |  | 675 |
Leasehold improvements |  |  | 148,634 |  |  |  | 145,256 |
Equipment |  |  | 135,068 |  |  |  | 130,413 |
Furniture, fixtures and office equipment |  |  | 11,066 |  |  |  | 9,999 |
Computer hardware and software |  |  | 45,142 |  |  |  | 44,323 |
Construction in progress |  |  | 25,494 |  |  |  | 28,211 |
Other |  |  | 499 |  |  |  | 504 |
Total property, plant and equipment |  |  | 367,467 |  |  |  | 360,205 |
Less - Accumulated depreciation |  |  | (171,948 | ) |  |  | (162,467 | )
Total property, plant and equipment, net |  | $ | 195,519 |  |  | $ | 197,738 |

Accrued liabilities

Accrued liabilities consist of the following:

|  | March 31, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
|  | (Amounts in thousands) |
Employee compensation |  | $ | 23,514 |  |  | $ | 32,163 |
Deferred revenue |  |  | 21,209 |  |  |  | 13,243 |
Derivative liability |  |  | 8,188 |  |  |  | — |
Income taxes payable |  |  | 1,236 |  |  |  | 1,423 |
Other |  |  | 21,895 |  |  |  | 15,594 |
Total accrued liabilities |  | $ | 76,042 |  |  | $ | 62,423 |

9.
Convertible Senior Notes

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The carrying value of the Company's Convertible Senior Notes is as follows:

|  | March 31, 2025 |  |  | December 31, 2024 |
|  | (Amounts in thousands) |
1.00% Convertible Senior Notes due 2028: |  |  |  |  |  |
Principal amount |  | $ | 600,000 |  |  | $ | 600,000 |
Unamortized debt discount |  |  | (64,087 | ) |  |  | (67,712 | )
Unamortized debt issuance costs |  |  | (6,308 | ) |  |  | (6,721 | )
Carrying amount - Convertible Senior Notes due 2028, net |  | $ | 529,605 |  |  | $ | 525,567 |

1.00% Convertible Senior Notes due 2028

On December 14, 2023, the Company issued $600.0 million aggregate principal amount of its 2023 Notes in the Exchange and Subscription Agreements with a limited number of holders of its outstanding 2019 Notes and certain other qualified institutional buyers pursuant to Rule 144A under the Securities Act. Pursuant to the Exchange and Subscription Agreements, the Company exchanged $217.7 million of its 2019 Notes, which were cancelled upon exchange, for $309.9 million aggregate principal amount of the 2023 Notes (the “Exchange Transaction”) and issued $290.1 million aggregate principal amount of the 2023 Notes in a private placement to accredited institutional buyers (the “Subscription Transactions”) for $290.1 million in cash.

The Company evaluated the Exchange Transaction and determined approximately $29.6 million of the $217.7 million principal of the exchanged 2019 Notes should be accounted for as extinguishments of debt and approximately $188.1 million should be accounted for as modification of debt. As a result, the Company recognized a $12.7 million loss on extinguishments of debt in its consolidated statements of comprehensive income (loss) for the year ended December 31, 2023, inclusive of $0.1 million of unamortized debt issuance costs. Under debt modification accounting, the carrying amount of the modified 2019 Notes was reduced by $2.8 million, with a corresponding increase to additional paid-in capital, to account for the increase in the fair value of the embedded conversion option, representing a debt discount of the modified 2019 Notes. The aggregate debt discount of $64.1 million as of March 31, 2025 is comprised of a $62.0 million increase in principal of the modified 2019 Notes and a $2.1 million increase in the fair value of the embedded conversion option. The aggregate debt discount of $67.7 million as of December 31, 2024, comprised of $65.5 million increase in principal of the modified 2019 Notes and a $2.2 million increase in the fair value of the embedded conversion option. These amounts are presented in their respective periods as a direct reduction from the carrying value of the convertible debt in our condensed consolidated balance sheets. This amount is being accreted into interest expense in the condensed consolidated statements of comprehensive income (loss) using the effective interest method over the term of the 2023 Notes.

Proceeds from the Subscription Transactions were $276.1 million, net of debt issuance costs of $13.9 million. The Exchange Transaction resulted in $6.2 million of the debt issuance costs related to the modified 2019 Notes, which were expensed as incurred in accordance with debt modification accounting, and $7.7 million of deferred debt issuance costs related to the 2023 Notes, which were recorded as a direct deduction to the carrying value of the 2023 Notes on the Company’s condensed consolidated balance sheets. The Company is amortizing the $7.8 million of debt issuance costs of the 2023 Notes into amortization of debt issuance costs in the Company’s condensed consolidated statements of comprehensive income (loss) over the remaining term of the 2023 N otes. The carrying value of the 2023 Notes of $529.6 million and $525.6 million are included in long-term debt on the Company's condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024, respectively.

The Company used $14.4 million of the proceeds from the Subscription Transactions to repurchase shares of its common stock from certain purchasers of the 2023 Notes. For more information regarding this repurchase, see Note 13, “Stockholders’ Equity - Share Repurchases” included in Part II, Item 8, “Financial Statements and Supplementary Data,” to the Company's Form 10-K. The Company also used a portion of the proceeds to finance in part, the settlement upon redemption of the remaining 2019 Notes at maturity. The remainder of the proceeds will be used for working capital.

The 2023 Notes are senior, unsecured obligations of the Company, and bear interest at a rate of 1.00% per year. 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. During the first quarter of 2025, the closing price of the Company’s common stock did not exceed 130% of the conversion price of the 2023 Notes for more than 20 trading days of the last 30 consecutive trading of the quarter. As a result, the 2023 Notes are not convertible at the option of the holders of the 2023 Notes during the second quarter of 2025, the quarter immediately following the quarter when the conditions are met, as

17

stated in the indenture governing the 2023 Notes. Because the 2023 Notes were not convertible as of March 31, 2025, the Company continues to classify the carrying value of the 2023 Notes of $529.6 million as noncurrent liabilities on the Company’s condensed consolidated balance sheet at March 31, 2025. The initial conversion rate for the 2023 Notes is 4.9247 shares of the Company’s common stock per $1,000 principal amount of 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. Prior to the close of business on the business day immediately preceding September 15, 2028, the 2023 Notes will be convertible at the option of the holders of 2023 Notes only upon the satisfaction of the specified conditions mentioned above and during certain quarters commencing after the calendar quarter ending on March 31, 2024, into cash up to their principal amount, and into cash, shares of the Company’s common stock or a combination thereof, at the Company’s election, for the conversion value above the principal amount, if any. Thereafter until the close of business on the second scheduled trading day immediately preceding the maturity date, the 2023 Notes will be convertible at the option of the holders of 2023 Notes at any time regardless of these conditions. The Company may redeem for cash, all or a portion of the 2023 Notes, at its option, on or after December 18, 2026 and prior to the 21 st scheduled trading day immediately preceding the maturity date at a redemption price of 100% of the principal amount of the 2023 Notes to be redeemed, plus accrued and unpaid interest to, but excluding the redemption date, if certain conditions are met in accordance to the 2023 Notes Indenture. For more information on the 2023 Notes, see Note 15, “Convertible Senior Notes,” included in Part II, Item 8, “Financial Statements and Supplementary Data,” to the Company’s Form 10-K.

The following table sets forth total interest expense recognized related to the 2023 Notes for the three months ended March 31, 2025:

|  | Three Months Ended March 31, |
|  | 2025 |  |  | 2024 |
|  | (Amounts in thousands, except percentage data) |
Contractual interest expense – 2023 Notes |  | $ | 1,500 |  |  | $ | 1,500 |
Amortization of debt discount – 2023 Notes |  |  | 3,626 |  |  |  | 3,326 |
Amortization of debt issuance costs – 2023 Notes |  |  | 413 |  |  |  | 371 |
Total |  | $ | 5,539 |  |  | $ | 5,197 |
Effective interest rate of the liability component |  |  | 4.39 | % |  |  | 4.39 | %

0.375% Convertible Senior Notes due 2024

The Company issued $287.5 million aggregate principal amount of the 2019 Notes on July 19, 2019 in a transaction which included the underwriters’ exercise in full of an option to purchase an additional $37.5 million aggregate principal amount of the 2019 Notes (the “Notes Offering”). The net proceeds of the Notes Offering, after deducting underwriting discounts and commissions and other related offering expenses payable by the Company, were approximately $278.5 million. Immediately following the closing of the Exchange Transaction mentioned above, $69.7 million in aggregate principal amount of the 2019 Notes remained outstanding as of December 31, 2023. During 2024, $0.2 million aggregate principal amount of the 2019 Notes converted, bringing the remaining outstanding 2019 Notes to $69.5 million in aggregate principal amount. The remaining 2019 Notes matured and were paid off in full on July 15, 2024. As mentioned above, the Company used net proceeds from the Exchange Transaction to fund the repayment of the 2019 Notes at maturity and to pay accrued and unpaid interest with respect to such notes. The Company irrevocably elected to settle the conversion of the 2019 Notes using a combination of cash and the Company’s common stock, settling the par value of the 2019 Notes in cash and any excess conversion premium in shares. In connection with the conversion, the Company paid $69.6 million in cash, which included principal and accrued interest, and issued 100,942 shares of the Company’s common stock representing the conversion premium. For more information on the 2023 Notes, see Note 15, “Convertible Senior Notes,” included in Part II, Item 8, “Financial Statements and Supplementary Data,” to the Company’s Form 10-K.

The following table sets forth total interest expense recognized related to the 2019 Notes:

18

. |  | Three Months Ended March 31, |
|  | 2024 |
(Amounts in thousands, except percentage data) |  |  |
Contractual interest expense – 2019 Notes |  | $ | 65 |
Amortization of debt issuance costs – 2019 Notes |  |  | 112 |
Total |  | $ | 177 |
Effective interest rate of the liability component |  |  | 1.00 | %

10.
Stockholders’ Equity

Stock Option and Incentive Plans

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 is 2,778,000, plus t he 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 March 31, 2025, 1,290,227 shares were available for future grants under the 2018 Plan.

Stock Issued for Earnout Payments

In April 2024, the Company issued 28,638 shares of its common stock to former securityholders of Avitide to satisfy the 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 March 2024, the Company issued 2,770 shares of its common stock to former securityholders of FlexBiosys to satisfy the contingent consideration obligation established under the FlexBiosys Agreement, which the Company entered into as part of the acquisition of FlexBiosys in April 2023.

See Note 5, “Acquisitions”, included in Part II, Item 8, “Financial Statements and Supplementary Data,” to the Company’s Form 10-K for additional information on the acquisitions of Avitide and FlexBiosys and the contingent consideration. The shares issued to FlexBiosys represent 20% of the earnout consideration earned in the First Earnout Year (as defined in the FlexBiosys Agreement) and the shares issued to Avitide represents 50% of the earnout consideration earned in the Second Earnout Year (as defined in the Avitide Agreement).

Stock-Based Compensation

The following table presents stock-based compensation expense in the Company’s condensed consolidated statements of comprehensive income (loss):

|  | Three Months Ended March 31, |
|  | 2025 |  |  | 2024 |
|  | (Amounts in thousands) |
Cost of goods sold |  | $ | 554 |  |  | $ | 604 |
Research and development |  |  | 1,070 |  |  |  | 944 |
Selling, general and administrative |  |  | 5,649 |  |  |  | 7,228 |
Total stock-based compensation |  | $ | 7,273 |  |  | $ | 8,776 |

19

Stock Options

Information regarding option activity for the three months ended March 31, 2025 under the Plans is summarized below:

|  | Shares |  |  | Weighted average exercise price |  |  | Weighted- Average Remaining Contractual Term (in Years) |  |  | Aggregate Intrinsic Value (in Thousands) |
Options outstanding at December 31, 2024 |  |  | 596,206 |  |  | $ | 98.64 |  |  |  |  |  |  |
Granted |  |  | 30,281 |  |  |  | 155.38 |  |  |  |  |  |  |
Exercised |  |  | (26,756 | ) |  |  | 54.73 |  |  |  |  |  |  |
Forfeited/expired/cancelled |  |  | (1,197 | ) |  |  | 180.48 |  |  |  |  |  |  |
Options outstanding at March 31, 2025 |  |  | 598,534 |  |  | $ | 103.31 |  |  |  |  |  |  |
Options exercisable at March 31, 2025 |  |  | 390,422 |  |  | $ | 92.32 |  |  |  |  |  |  |
Vested and expected to vest at March 31, 2025(1) |  |  | 592,365 |  |  | $ | 102.70 |  |  |  | 5.34 |  |  | $ | 27,247 |

(1)
Represents the number of vested options as of March 31, 2025 plus the number of unvested options expected to vest as of March 31, 2025 based on the unvested outstanding options at March 31, 2025 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 (the difference between the closing price of the common stock on March 31, 2025, the last business day of the first quarter of 2025, of $127.24 per share and the exercise price of each in-the-money option) that would have been received by the option holders had all option holders exercised their options on March 31, 2025. The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2025 and 2024 was $2.6 million and $1.7 million, respectively.

The weighted average grant date fair value of options granted during the three months ended March 31, 2025 and 2024 was $80.40 and $97.61, respectively.

Stock Units

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 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 three months ended March 31, 2025 under the Plans is summarized below:

|  | Shares |  |  | Weighted Average Grant Date Fair Value |  |
Unvested at December 31, 2024 |  |  | 470,612 |  |  | $ | 162.33 |  |
Awarded |  |  | 188,473 |  |  |  | 153.67 |  |
Vested |  |  | (101,837 | ) |  |  | 161.52 |  |
Forfeited/cancelled |  |  | (27,852 | ) |  |  | 178.46 |  |
Unvested at March 31, 2025 |  |  | 529,396 |  |  | $ | 160.21 |  |
Vested and expected to vest at March 31, 2025(1) |  |  | 469,758 |  |  | $ | 159.19 |  |

(1)
Represents the number of vested stock units as of March 31, 2025 plus the number of unvested stock units expected to vest as of March 31, 2025 based on the unvested outstanding stock units at March 31, 2025 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 three months ended March 31, 2025 and 2024 was $16.0 million and $19.0 million, respectively.

The weighted average grant date fair value of stock units granted during the three months ended March 31, 2025 and 2024 was $153.67 and $192.59, respectively.

As of March 31, 2025, there was $77.2 million of total unrecognized compensation cost related to unvested share-based awards. This cost is expected to be recognized over a weighted average remaining requisite service period o f 3.0 years.

20

11.
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 months ended March 31, 2025 and 2024.

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 Company's 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 probably 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 Company's operations or its financial results.

12.
Income Taxes

For the three months ended March 31, 2025 and 2024, the Company recorded income tax provisions of $2.1 million and $0.4 million, respectively. The Company’s effective tax rate for the three months ended March 31, 2025 and 2024 was 26.6% and 10.8%, respectively. The difference in effective tax rates between the periods was primarily due to higher income before income taxes and lower stock windfall tax benefits.

13.
Earnings Per Share

A reconciliation of basic and diluted weighted average shares outstanding is as follows:

|  | Three Months Ended March 31, |
|  | 2025 |  |  | 2024 |
|  | (Amounts in thousands, except per share data) |
Numerator: |  |  |  |  |  |
Net income |  | $ | 5,830 |  |  | $ | 3,296 |
Denominator: |  |  |  |  |  |
Weighted average shares used in computing net income per share – basic |  |  | 56,123 |  |  |  | 55,791 |
Effect of dilutive shares: |  |  |  |  |  |
Options and stock units |  |  | 378 |  |  |  | 473 |
Convertible senior notes(1) |  |  | — |  |  |  | 238 |
Contingent consideration |  |  | 56 |  |  |  | 29 |
Dilutive effect of unvested performance stock units |  |  | 1 |  |  |  | — |
Dilutive potential common shares |  |  | 435 |  |  |  | 740 |
Denominator for diluted earnings per share – adjusted weighted average shares used in computing net income per share – diluted |  |  | 56,558 |  |  |  | 56,531 |
Earnings per share: |  |  |  |  |  |
Basic |  | $ | 0.10 |  |  | $ | 0.06 |
Diluted |  | $ | 0.10 |  |  | $ | 0.06 |

21

(1)
Represents the dilutive impact for the Company's 2019 Notes. As of March 31, 2025, the if-converted value is less than the outstanding principal of the 2023 Notes and are therefore anti-dilutive. Refer to Note 9, "Convertible Senior Notes," above for more information.

For the three months ended March 31, 2025 and 2024, 409,407 shares and 298,998 shares, respectively, of the Company’s common stock were excluded from the calculation of diluted earnings per share because the exercise prices of the stock options were greater than or equal to the average price of the common shares and were therefore anti-dilutive.

In July 2019, the Company issued $287.5 million aggregate principal amount of its 2019 Notes. As provided by the terms of the Second Supplemental Indenture underlying the 2019 Notes, upon conversion of the 2019 Notes, the Company will use a combination of cash and shares of the Company's common stock, settling the par value of the 2019 Notes in cash and any excess conversion premium in shares. On December 14, 2023, the Company exchanged, in a privately negotiated exchange, $309.9 million principal amount of 2023 Notes for $217.7 million principal amount of 2019 Notes and issued $290.1 million aggregate principal amount of 2023 Notes for $290.1 million in cash. Immediately following the closing of the Exchange Transaction mentioned above, $69.7 million in aggregate principal amount of the 2019 Notes remained outstanding as of December 31, 2023 with terms unchanged. During 2024, $0.2 million aggregate principal amount converted, bringing the remaining outstanding 2019 Notes to $69.5 million in aggregate principal amount. The remaining 2019 Notes matured and were paid off in full on July 15, 2024.

As mentioned above and as provided by the terms of the Second Supplemental Indenture underlying the 2019 Notes, the Company irrevocably elected to settle the conversion obligation for the 2019 Notes in a combination of cash and shares of the Company’s common stock. This means the Company settled the par value of the 2019 Notes in cash and any excess conversion premium in shares. The Company is required to reflect the dilutive effect of the convertible securities by application of the “if-converted” method, which means the denominator of the EPS calculation would include the total number of shares assuming the 2019 Notes had been fully converted at the beginning of the period. Accordingly, the par value of the 2019 Notes was not included in the calculation of diluted earnings per share, but the dilutive effect of the conversion premium was considered in the calculation of diluted earnings per share for any period the 2019 Notes were not matured, using the treasury stock method. The dilutive impact of the 2019 Notes was based on the difference between the Company’s current period average stock price and the conversion price of the 2019 Notes, provided there was a premium. Because the remaining 2019 Notes were redeemed in 2024, there was no dilutive effect of the conversion premium included in the calculation of diluted earnings per share for the three months ended March 31, 2025. For the three months ended March 31, 2024, the dilutive effect of the conversion premium included in the calculation of diluted earnings was 238,361 shares.

14.
Related Party Transactions

Certain facilities leased by our subsidiary, Spectrum LifeSciences LLC (“Spectrum”) are owned by the Roy Eddleman Living Trust (the “Trust”). As of March 31, 2025, the Trust owned greater than 5% of the Company’s outstanding shares. Therefore, the Company considers the Trust to be a related party. The lease amounts paid to the Trust were negotiated in connection with the acquisition of Spectrum. The Company incurred rent expense totaling $0.2 million for each of the three months ended March 31, 2025 and 2024 related to the leases.

15.
Segment Reporting

Operating segments are components of an enterprise that engage in business activities for which discrete financial information is available and regularly reviewed by the CODM in deciding how to allocate resources and assess performance. Our CEO has been identified as the CODM.

The Company views its operations, makes decisions regarding how to allocate resources and manages its business as one reportable segment and one reporting unit. Net income as reported on the condensed consolidated statement of comprehensive income 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 Company’s total revenue by customers’ geographic locations:

22

|  | Three Months Ended |
|  | March 31, |
|  | 2025 |  |  | 2024 |
Revenue by customers' geographic locations: |  |  |  |  |  |
North America |  |  | 50 | % |  |  | 49 | %
Europe |  |  | 35 | % |  |  | 34 | %
APAC/Other |  |  | 15 | % |  |  | 17 | %
Total revenue |  |  | 100 | % |  |  | 100 | %

The following table presents the Company’s significant segment expenses which are regularly provided to the CODM for the single reportable segment:

|  | Three Months Ended |
|  | March 31, |
|  | 2025 |  |  | 2024 |
Total revenue |  | $ | 169,172 |  |  | $ | 153,182 |
Costs and operating expenses: |  |  |  |  |  |
Cost of goods sold |  |  | 78,415 |  |  |  | 76,391 |
Research and development |  |  | 12,924 |  |  |  | 11,238 |
Sales and marketing |  |  | 23,956 |  |  |  | 23,235 |
General and administrative |  |  | 47,299 |  |  |  | 38,568 |
Total costs and operating expenses |  |  | 162,594 |  |  |  | 149,432 |
Other income (expenses), net |  |  | 1,365 |  |  |  | (55 | )
Income tax provision |  |  | 2,113 |  |  |  | 399 |
Net income |  | $ | 5,830 |  |  | $ | 3,296 |

Concentrations of Credit Risk and Significant Customers

Financial instruments that subject the Company to significant concentrations of credit risk primarily consist of cash and cash equivalents, marketable securities, accounts receivable, and foreign exchange forward contracts. Per the Company’s investment policy, cash equivalents and marketable securities are invested in financial instruments with high credit ratings. Additionally, the policy limits the credit exposure to any one issuer (with the exception of U.S. treasury obligations) and the types of instruments held. As of March 31, 2025 and December 31, 2024, the Company had no investments associated with foreign exchange contracts or options contracts. As of March 31, 2025 and December 31, 2024, the Company used derivative financial instruments to manage exposure to foreign exchange risk on certain repayable intercompany loans with foreign subsidiaries, specifically foreign exchange forward contracts.

Concentration of credit risk with respect to accounts receivable is limited to customers to whom the Company makes significant sales. While a reserve for the potential write-off of accounts receivable is maintained, the Company has not written off any significant accounts to date. To control credit risk, the Company performs regular credit evaluations of its customers’ financial condition.

No one customer represented 10% or more of the Company's total revenue for the three months ended March 31, 2025 and 2024.

One customer represented 10% of the Company's total trade accounts receivable at March 31, 2025, and no one customer represented 10% or more of the Company's total trade accounts receivable at December 31, 2024.

23

ITEM 2. MANAGEMENT’S DISCUSSION AND ANAL YSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Repligen and its subsidiaries, collectively doing business as Repligen Corporation (“Repligen”, “we”, “our”, or the “Company”) is a global life sciences company that develops and commercializes highly innovative bioprocessing technologies and systems that increase efficiencies and flexibility in the process of manufacturing biological drugs.

As the overall market for biologics continues to grow and expand, our customers – primarily large biopharmaceutical companies and contract development and manufacturing organizations and other life sciences companies (integrators) – face critical production cost, capacity, quality and time pressures. Built to address these concerns, our products help set new standards for the way biologics are manufactured. We are committed to inspiring advances in bioprocessing as a trusted partner in the production of critical biologic drugs – including monoclonal antibodies, recombinant proteins, vaccines and cell and gene therapies – that are improving human health worldwide. Increasingly, our technologies are being implemented to overcome challenges in processing plasmid DNA (a starting material for the production of mRNA) and gene delivery vectors such as lentivirus and adeno-associated viral vectors. For more information regarding our business, products and acquisitions, see Part I, Item 1, “Business”, included in our 2024 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission (“SEC”) on March 14, 2025 (“Form 10-K”).

We currently operate as one bioprocessing business, with a comprehensive suite of products to serve both upstream and downstream processes in biological drug manufacturing. Building on over 40 years of industry expertise, we have developed a broad and diversified product portfolio that reflects our passion for innovation and the customer-first culture that drives our entire organization. We continue to capitalize on opportunities to maximize the value of our product platform through both organic growth initiatives (internal innovation and leveraging commercial opportunities) and targeted acquisitions.

Macroeconomic Trends

As a result of our global presence, a significant portion of our revenue and expenses is denominated in currencies other than the U.S. dollar. We are therefore subject to non-U.S. exchange exposure. Exchange rates can be volatile and a substantial weakening or strengthening of foreign currencies against the U.S. dollar could increase or reduce our revenue and gross profit margin and impact the comparability of results from period to period.

We have experienced, and expect to continue to experience, cost inflation, primarily in raw materials, and other supply chain costs, as a result of global macroeconomic trends, including global geopolitical conflicts, and labor shortages. Actions taken to mitigate supply chain disruptions and inflation, including price increases and productivity improvements, have generally been successful in offsetting the impact of these trends. We continue to monitor the effects of recently implemented tariffs, and the potential imposition of modified or additional tariffs.

2025 Acquisition

Acquisition of 908 Devices PAT Portfolio

On March 4, 2025, the Company completed its acquisition of 908 Devices Inc.’s (“908 Devices”) desktop portfolio of four devices for bioprocessing process analytical technology applications (“PAT Portfolio”). In connection with the transaction, Repligen also acquired facilities, employees, equipment and lease obligations for facilities in North Carolina and Braunschweig, Germany as well as certain working capital balances related to the PAT Portfolio. The transaction is referred to as the 908 Devices PAT Portfolio acquisition.

The addition of these desktop assets complements and strengthens Repligen’s differentiated PAT Portfolio that provides its biopharmaceutical and CDMO customers with actionable insights to optimize development processes and improve manufacturing efficiencies.

2024 Acquisition

Acquisition of Tantti Laboratory Inc.

24

On December 2, 2024, the Company's subsidiary, Repligen Sweden AB acquired Tantti Laboratory Inc. (“Tantti”) from the former shareholders of Tantti (“Tantti Seller”) pursuant to a share swap agreement, dated as of July 27, 2024 (such acquisition, the “Tantti Acquisition”), by and among Repligen Sweden AB, the Tantti Seller, and the Company, in its capacity as guarantor of the obligations of Repligen Sweden AB under the Share Purchase Agreement.

Tantti, headquartered in Taoyuan City, Taiwan, has developed a unique portfolio of macroporous chromatography beads to optimize the purification of new modalities including viral vectors, viruses, nucleic acids and other large molecule biologics. The addition of Tantti further strengthens our portfolio in the new modality space.

Critical Accounting Policies and Estimates

A “critical accounting policy” is one which is both important to the portrayal of our financial condition and results and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. For a description of our critical accounting policies that affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements, refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations and our significant accounting policies in Note 2, “Summary of Significant Accounting Policies”, to the consolidated financial statements included in our Form 10-K.

Results of Operations

The following discussion of the financial condition and results of operations should be read in conjunction with the accompanying condensed consolidated financial statements and the related footnotes thereto.

Revenues

Total revenue for the three months ended March 31, 2025 and 2024 were as follows:

|  | Three Months Ended March 31, |  |  | Increase/(Decrease) |
|  | 2025 |  |  | 2024 |  |  | $ Change |  |  | % Change |
|  | (Amounts in thousands, except for percentage data) |
Revenue: |  |  |  |  |  |  |  |  |  |  |  |
Products |  | $ | 169,137 |  |  | $ | 153,146 |  |  | $ | 15,991 |  |  |  | 10.4 | %
Royalty and other |  |  | 35 |  |  |  | 36 |  |  |  | (1 | ) |  |  | (2.8 | %)
Total revenue |  | $ | 169,172 |  |  | $ | 153,182 |  |  | $ | 15,990 |  |  |  | 10.4 | %

Product revenues

During the three months ended March 31, 2025, product revenue increased by $16.0 million, or 10.4%, as compared to the same period of 2024. This is mainly due to an increase in revenue from Proteins compared to the prior year related to the timing of sales, as well as strong performance versus the prior year in our Chromatography and Analytics franchises. In addition, Filtration revenue slightly declined due to a large hardware sale in 2024 that did not recur in 2025 and $3.3 million of decreased COVID-19 sales. Additionally, products acquired from 908 Devices contributed $1.0 million in revenue during the three months ended March 31, 2025.

Royalty and other revenues

Royalty and other revenues in the three months ended March 31, 2025 and 2024 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.

25

Costs of goods sold and operating expenses

Total costs and operating expenses for the three months ended March 31, 2025 and 2024 were comprised of the following:

|  | Three Months Ended March 31, | Increase/(Decrease) |
|  | 2025 |  |  | 2024 |  |  | $ Change |  |  | % Change |
|  | (Amounts in thousands, except for percentage data) |
Cost of goods sold |  | $ | 78,415 |  |  | $ | 76,391 |  |  | $ | 2,024 |  |  |  | 2.6 | %
Research and development |  |  | 12,924 |  |  |  | 11,238 |  |  |  | 1,686 |  |  |  | 15.0 | %
Selling, general and administrative |  |  | 71,255 |  |  |  | 61,803 |  |  |  | 9,452 |  |  |  | 15.3 | %
Total costs and operating expenses |  | $ | 162,594 |  |  | $ | 149,432 |  |  | $ | 13,162 |  |  |  | 8.8 | %

Cost of goods sold

Cost of goods sold increased $2.0 million, or 2.6%, for the three months ended March 31, 2025, compared to the same period of 2024.

During the three months ended March 31, 2025, the increase in cost of goods sold is driven by the 10.4% increase in product sales compared to March 31, 2024. Partially offsetting this increase is a decrease in materials consumed in the production process.

Gross margin was 53.6% and 50.1% in the three months ended March 31, 2025 and 2024, respectively. The primary drivers of the margin improvement is reduced materials consumed in the production process, and leverage of relatively consistent labor overhead costs period over period with increased sales.

Research and development expenses

Research and development (“R&D”) expenses are related to the development of products supporting bioprocessing operations. The expenses include personnel compensation, supplies, and other research expenses. Due to the fact that these various programs share personnel and fixed costs, we have not provided historical costs incurred by project.

R&D expenses increased $1.7 million, or 15.0%, during the three months ended March 31, 2025, compared to the same period of 2024. The increase in R&D costs is primarily driven by the results of the operations of the 908 Devices PAT Portfolio and Tantti acquisitions, which have been included in our consolidated results of operations since the acquisition dates of March 2025 and December 2024, respectively.

Selling, general and administrative expenses

Selling, general and administrative (“SG&A”) expenses include the costs associated with selling our commercial products and costs required to support our marketing efforts. It also includes legal, accounting, patent, shareholder services, amortization of intangible assets and other administrative functions.

SG&A costs increased by $9.5 million, or 15.3%, during the three months ended March 31, 2025 as compared to the same period of 2024. The primary driver of this increase is professional services which increased $6.3 million largely related to our acquisition and integration activities. The increase in SG&A costs also reflects $2.8 million related to the results of the operations of 908 Devices PAT Portfolio and Tantti, which have been included in our consolidated results of operations since the acquisition dates of March 2025 and December 2024, respectively.

Other income, net

The table below provides detail regarding our other income, net:

|  | Three Months Ended March 31, |  |  | Increase/(Decrease) |
|  | 2025 |  |  | 2024 |  |  | $ Change |  |  | % Change |
|  | (Amounts in thousands, except for percentage data) |
Investment income |  | $ | 7,314 |  |  | $ | 8,993 |  |  | $ | (1,679 | ) |  |  | (18.7 | %)
Interest expense |  |  | (5,250 | ) |  |  | (5,029 | ) |  |  | (221 | ) |  |  | 4.4 | %
Amortization of debt issuance costs |  |  | (413 | ) |  |  | (483 | ) |  |  | 70 |  |  |  | (14.5 | %)
Other expenses, net |  |  | (286 | ) |  |  | (3,536 | ) |  |  | 3,250 |  |  |  | (91.9 | %)
Total other income (expenses), net |  | $ | 1,365 |  |  | $ | (55 | ) |  | $ | 1,420 |  |  |  | (2581.8 | %)

Investment income

26

Investment income includes income earned on invested cash balances. Our investment income decreased by $1.7 million for the three months ended March 31, 2025, as compared to the same period of 2024 due to a decrease in interest rates and the average invested cash balances. We expect investment income to vary based on changes in the amount of funds invested and fluctuation of interest rates.

Interest expense

Interest expense increased $0.2 million for the three months ended March 31, 2025 as compared to the same period of 2024. Interest expense is relatively consistent as it primarily consists of the contractual coupon interest on the convertible debt outstanding. See Note 9, “Convertible Senior Notes,” to our condensed consolidated financial statements included in this report for more information on the Convertible Senior Notes.

Amortization of debt issuance costs

Transaction costs related to the issuance of the 2019 Notes and the 2023 Notes are amortized to amortization of debt issuance costs on the condensed consolidated statements of comprehensive income (loss).

Other expenses, net

The change in other expenses, net for the three months ended March 31, 2025, compared to the same periods of 2024, is primarily attributable to the revaluation impact of intercompany loans with subsidiaries during the three months ended March 31, 2024. In December 2024 we entered into foreign exchange forward contracts to mitigate these fluctuations.

Income tax provision

Income tax provision for the three months ended March 31, 2025 and 2024 was as follows:

|  | Three Months Ended March 31, |  |  | Increase/(Decrease) |
|  | 2025 |  |  | 2024 |  |  | $ Change |  |  | % Change |
|  | (Amounts in thousands, except for percentage data) |
Income tax provision |  | $ | 2,113 |  |  | $ | 399 |  |  | $ | 1,714 |  |  |  | 429.6 | %
Effective tax rate |  |  | 26.6 | % |  |  | 10.8 | % |  |  |  |  |  |

For the three months ended March 31, 2025, we recorded an income tax provision of $2.1 million. The effective tax rate was 26.6% for the three months ended March 31, 2025, and is based upon the estimated income for the year ending December 31, 2025 and the composition of income in different jurisdictions. The difference in effective tax rates between the periods was primarily due to higher income before income taxes and lower stock windfall tax benefits. Our effective tax rate for the three months ended March 31, 2025 was higher than the U.S. statutory rate of 21% primarily due to lower stock windfall tax benefits.

Liquidity and Capital Resources

We have financed our operations primarily through revenues derived from product sales, and the issuance of notes and public offerings. Our revenue for the foreseeable future will primarily be limited to our bioprocessing product revenue.

At March 31, 2025, we held cash and cash equivalents of $697.2 million compared to cash and cash equivalents of $757.4 million at December 31, 2024.

Working capital decreased by $58.8 million to $880.5 million at March 31, 2025 from $939.3 million at December 31, 2024 primarily due to the 908 Devices PAT Portfolio acquisition in March 2025.

On December 14, 2023, the Company issued $600.0 million aggregate principal amount of its 2023 Notes in a private placement pursuant to separate, privately negotiated exchange and subscription agreements (the “Exchange and Subscription Agreements”) with a limited number of holders of its outstanding 2019 Notes and certain other qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (“Securities Act”). Pursuant to the Exchange and Subscription Agreements, the Company exchanged $217.7 million of its 2019 Notes for $309.9 million aggregate principal amount of the 2023 Notes (the “Exchange Transaction”) and issued $290.1 million aggregate principal amount of the 2023 Notes (the “Subscription Transactions”) for $290.1 million in cash. Proceeds from the Subscription Transactions amounted to $276.1 million after debt issuance costs of $13.9 million. The 2023 Notes are senior, unsecured obligations of the Company, and bear interest at a rate of 1.00% per year. Interest is payable semi-annually in arrears on each June 15 and December 15, commencing on June 15, 2024.

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The 2023 Notes will mature on December 15, 2028, unless earlier redeemed, repurchased or converted. During the first quarter of 2025, the closing price of the Company's common stock did not exceed 130% of the conversion price of the 2023 Notes for more than 20 trading days of the last 30 consecutive trading days of the quarter. As a result, the 2023 Notes are not convertible at the option of the holders of the 2023 Notes during the second quarter of 2025, the quarter immediately following the quarter when the conditions are met, as stated in the indenture governing the 2023 Notes.

Cash Flows

|  | Three Months Ended March 31, |  |  | Increase/(Decrease) |
|  | 2025 |  |  | 2024 |  |  | $ Change |
|  | (Amounts in thousands) |
Cash provided by (used in): |  |  |  |  |  |  |  |  |
Operating activities |  | $ | 15,005 |  |  | $ | 44,708 |  |  | $ | (29,703 | )
Investing activities |  |  | (74,108 | ) |  |  | (8,362 | ) |  |  | (65,746 | )
Financing activities |  |  | (5,030 | ) |  |  | (8,974 | ) |  |  | 3,944 |
Effect of exchange rate changes on cash and cash equivalents |  |  | 4,007 |  |  |  | 1,922 |  |  |  | 2,085 |
Net increase in cash and cash equivalents |  | $ | (60,126 | ) |  | $ | 29,294 |  |  | $ | (89,420 | )

Operating activities

For the three months ended March 31, 2025, our operating activities provided cash of $15.0 million reflecting net income of $5.8 million and non-cash charges totaling $35.6 million primarily related to depreciation and intangible amortization, unrealized loss on derivatives, stock-based compensation, operating lease right of use asset amortization, and amortization of debt discount and issuance costs, partially offset by net unrealized foreign exchange gains. The non-cash charges were partially offset by unfavorable changes in working capital of $26.4 million. This is primarily driven by an increase accounts receivable of $9.9 million due to timing of sales and receipts from customers, accounts payable and accrued expenses used cash of $4.9 million due to timing of payments to vendors, and inventory manufactured used cash of $3.8 million. The remaining cash used in operating activities resulted from unfavorable changes in various other working capital accounts.

For the three months ended March 31, 2024, our operating activities provided cash of $44.7 million reflecting net income of $3.3 million and non-cash charges totaling $32.8 million primarily related to depreciation, intangible amortization, amortization of debt discount and issuance costs, stock-based compensation charges, and operating lease right of use asset amortization. A decrease in accounts receivable provided $6.7 million of cash due to timing of sales and receipts from customers. We also had a decrease in inventory manufactured that provided $3.2 million, a net increase in accounts payable and accrued expenses of $2.3 million, primarily due to an increase in unearned revenue and accrued employee bonuses. Prepaid expenses increased primarily related to subscriptions and taxes consumed $2.3 million. The remaining cash provided by operating activities resulted from favorable changes in various other working capital accounts.

Investing activities

Our investing activities consumed $74.1 million of cash during the three months ended March 31, 2025, which was primarily driven by the acquisition of the 908 Devices PAT Portfolio, net of cash acquired, of $69.7 million. Capital expenditures during the three months ended March 31, 2025 consumed $4.4 million, including $0.9 million of capitalized costs related to our internal-use software.

Our investing activities consumed $8.4 million of cash during the three months ended March 31, 2024, which was due to capital expenditures during the first quarter of 2024, which consumed $8.4 million in cash. Included in this amount for the three months ended March 31, 2024 were capitalized costs related to our internal-use software for the three months ended March 31, 2024.

Financing activities

Our financing activities consumed $5.0 million of cash for the three months ended March 31, 2025, driven by $6.5 million in cash disbursed for shares withheld to cover employee income tax due upon the vesting and release of restricted stock units. This cash consumption was partially offset by $1.5 million of proceeds from the exercise of stock options during the period.

Our financing activities consumed $9.0 million of cash for the three months ended March 31, 2024, primarily for $7.6 million in cash disbursed for shares withheld to cover employee income tax due upon the vesting and release of restricted stock units and the

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payment of $2.2 million to settle the cash portion of the First Earnout Year contingent earnout obligation related to our acquisition of FlexBiosys in April 2023. This was partially offset by proceeds received from stock option exercises during the period.

Effect of exchange rate changes on cash and cash equivalents

The effect of exchange rate changes on cash during the three months ended March 31, 2025 is a result of using multiple currencies across the group, with the Euro and Swedish Krona being significant currencies for the group outside of the US Dollar.

Future capital requirements

Our future capital requirements will depend on many factors, including the following:

•
the expansion of our bioprocessing business;
•
the ability to sustain sales and profits of our bioprocessing products and successfully integrate them into our business;
•
our ability to acquire additional bioprocessing products;
•
the scope of and progress made in our R&D activities;
•
the scope of investment in our intellectual property portfolio;
•
contingent consideration earnout payments resulting from our acquisitions;
•
the extent of any share repurchase activity;
•
the success of any proposed financing efforts;
•
general economic and capital markets;
•
change in accounting standards;
•
the impact of inflation on our operations, including our expenditures on raw materials and freight charges;
•
fluctuations in foreign currency exchange rates; and
•
costs associated with our ability to comply with, emerging environmental, social and governance standards.

Absent acquisitions of additional products, product candidates or intellectual property and absent the need to satisfy any debt conversions, we believe our current cash balances are adequate to meet our cash needs for at least the next 24 months from the date of this filing. We expect operating expenses for the remainder of the fiscal year to increase as we continue to expand our bioprocessing business. We expect to incur continued spending related to the development and expansion of our bioprocessing product lines and expansion of our commercial capabilities for the foreseeable future. Our future capital requirements may include, but are not limited to, purchases of property, plant and equipment, the acquisition of additional bioprocessing products and technologies to complement our existing manufacturing capabilities and continued investment in our intellectual property portfolio.

We plan to continue to invest in our bioprocessing business and in key R&D activities associated with the development of new bioprocessing products. We actively evaluate various strategic transactions on an ongoing basis, including acquiring products, technologies or businesses that would complement our existing portfolio. We continue to seek to acquire such potential assets that may offer us the best opportunity to create value for our shareholders. In order to acquire such assets, we may need to seek additional financing to fund these investments. If our available cash balances and anticipated cash flow from operations are insufficient to satisfy our liquidity requirements, due to any such acquisition-related financing needs, the need to fund debt conversions, or due to lower demand for our products, we may seek to sell common or preferred equity or convertible debt securities, enter into a credit facility or another form of third-party funding, or seek other debt funding. The sale of equity and convertible debt securities may result in dilution to our shareholders, and those securities may have rights senior to those of our common shares. If we raise additional funds through the issuance of preferred stock, convertible debt securities or other debt financing, these securities or other debt could contain covenants that would restrict our operations. Any other third-party funding arrangement could require us to relinquish valuable rights. We may require additional capital beyond our currently anticipated amounts. Additional capital may not be available on reasonable terms, if at all.

Net Operating Loss Carryforwards

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At December 31, 2024, we had federal net operating loss carryforwards of $19.3 million, state net operating loss carryforwards of $11.9 million, and foreign net operating loss carryforwards of $26.0 million. The federal net operating loss carryforwards have unlimited carryforward periods and do not expire. The state net operating loss carryforwards will expire at various dates through 2044. Approximately $4.8 million of the foreign net operating loss carryforwards have unlimited carryforward periods and do not expire, while $21.2 million of the foreign net operating loss carryforwards will expire at various dates through 2034. We had federal and state business tax credit carryforwards of $6.6 million available to reduce future federal and state income taxes. The business tax credit carryforwards will expire at various dates through 2044. Net operating loss carryforwards and available tax credits are subject to review and possible adjustment by the Internal Revenue Service, state and foreign jurisdictions and may be limited in the event of certain changes in the ownership interest of significant stockholders.

Effects of Inflation

Our assets are primarily monetary, consisting mainly of cash and cash equivalents. Because of their liquidity, these assets are not directly affected by inflation. Since we intend to retain and continue to use our equipment, furniture, fixtures and office equipment, computer hardware and software and leasehold improvements, we believe that the incremental inflation related to replacement costs of such items will not materially affect our operations. However, the rate of inflation affects our expenses, such as those for employee compensation and contract services, which could increase our level of expenses and the rate at which we use our resources.

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward-looking statements in this Quarterly Report on Form 10-Q do not constitute guarantees of future performance. Investors are cautioned that statements in this Quarterly Report on Form 10-Q which are not strictly historical statements, including, without limitation, express or implied statements or guidance regarding current or future financial performance and position, potential impairment of future earnings, management’s strategy, plans and objectives for future operations or acquisitions, expectations and beliefs for recently-completed acquisitions, product development and sales, restructuring activities and the expected results thereof, product candidate research, development and regulatory approval, SG&A expenditures, intellectual property, development and manufacturing plans, availability of materials and product and adequacy of capital resources, and our financing plans. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which the Company operates, and management’s beliefs and assumptions. The Company undertakes no obligation to publicly update or revise the statements in light of future developments. In addition, other written and oral statements that constitute forward-looking statements may be made by the Company or on the Company’s behalf. Words such as “expect,” “seek,” “anticipate,” “intend,” “plan,” “believe,” “could,” “estimate,” “may,” “target,” “project,” or variations of such words and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated, including, without limitation, risks associated with the following: the success of current and future collaborative or supply relationships; our ability to successfully grow our bioprocessing business, including as a result of acquisitions, commercialization or partnership opportunities, and our ability to develop and commercialize products; our ability to obtain required regulatory approvals; our compliance with all U.S. Food and Drug Administration regulations, our ability to obtain, maintain and protect intellectual property rights for our products; the risk of litigation regarding our patent and other intellectual property rights; the risk of litigation with collaborative partners; our manufacturing capabilities and our dependence on third-party manufacturers and value-added resellers; our ability to hire and retain skilled personnel; the market acceptance of our products, reduced demand for our products that adversely impacts our future revenues, cash flows, results of operations and financial condition; our ability to integrate acquired businesses successfully into our business and achieve the expected benefits of the acquisitions; projections of tariff impacts; our ability to compete with larger, better financed life sciences companies; our history of losses and expectation of incurring losses; our ability to generate future revenues; our ability to successfully integrate our recently acquired businesses; our ability to raise additional capital to fund potential acquisitions; our plans to mitigate our material weaknesses in our internal controls over financial reporting; our volatile stock price; and the effects of our anti-takeover provisions. Further information on potential risk factors that could affect our financial results are included in the filings made by us from time to time with the SEC including under the sections entitled “Risk Factors” in our Form 10-K.

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ITEM 3. QUANTITATIVE AND QUAL ITATIVE DISCLOSURES ABOUT MARKET RISK

For information regarding our exposure to certain market risks, see Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of our Annual Report on Form 10-K for the year ended December 31, 2024. There were no material changes to our market risk exposure during the three months ended March 31, 2025.

ITEM 4. CONTROLS AN D PROCEDURES

Disclosure Controls and Procedures

The Company’s management is responsible for establishing and maintaining adequate DCPs (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). DCPs are those controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company carried out an evaluation as of March 31, 2025 of the effectiveness of the design and operation of the Company’s DCPs pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b). Based on such evaluation, the principal executive officer and principal financial officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective because of the previously reported material weaknesses in our internal control over financial reporting, which are described in Part II, Item 9A, “Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2024.

Material Weaknesses in Internal Control Over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. As of December 31, 2024 and as disclosed in the Company’s Form 10-K, the Company identified the following material weaknesses in internal control over financial reporting:

1.
Management identified deficiencies related to the design and operating effectiveness of controls related to revenue recognition specific to the evaluation of accounting for contract terms.
2.
Management did not maintain effective information technology (“IT”) general controls for information systems that are relevant to the preparation of our financial statements. Specifically, we did not maintain logical access controls and program change management controls to ensure that access to programs and data are appropriately restricted and program and data changes are identified, tested, authorized, and implemented appropriately. As a result, automated and business process controls that rely on information from the systems were also deemed ineffective because they could have been adversely affected.
3.
Irrespective of the effects of the IT general controls deficiencies, management did not perform certain business process-level controls related to inventory valuation and the financial statement close process either in a timely manner or with an appropriate precision threshold.

As of March 31, 2025, the Company has not remediated these material weaknesses. See below for a description of our remediation plan and activities.

Remediation Plan for Material Weaknesses

As previously disclosed in the Form 10-K, management is implementing remedial actions under the oversight of the Audit Committee of the Board of Directors to address the identified deficiencies.

Our remediation activities include the following with respect to revenue recognition:

•
Designing and implementing new internal controls to validate there is a complete listing of revenue contracts that have non-standard terms, which require incremental accounting analysis under ASC 606;

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•
Designing and implementing new internal controls evaluating the accounting for contract amendments, including amendments accounted for as contract modifications;
•
Enhancing and expanding our existing revenue recognition control procedures and attributes when evaluating the accounting impact of non-standard contract terms and contract modifications; and
•
Increasing education for internal resources on accounting for contracts within the scope of ASC 606 and deploying enablers to facilitate documentation of accounting analyses and conclusions.

Our remediation activities will include the following with respect to IT general controls:

•
Reassessing the operating effectiveness of internal controls related to the program and data change management and user access processes; and
•
Expanding the management and governance over IT system controls.

Our remediation activities will include the following with respect to certain business process-level controls:

•
Reassessing the operating effectiveness of these controls, including precision thresholds, timely execution, and documentation requirements for control owners;
•
Assessing the frequency of our control monitoring activities to ensure that they are conducted in a timely manner; and
•
Hiring additional staff, including external experts, to enhance the performance, documentation, and monitoring of such controls. This includes providing training for control owners setting out expectations as it relates to the control risk and design, execution and monitoring of such controls, including enhancements to the documentation to evidence the execution of the control.

We believe that these actions will be sufficient to remediate the material weaknesses and strengthen our internal control over financial reporting. We are currently implementing and testing these enhanced internal controls and related procedures. The material weaknesses will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Changes in Internal Control

Except for the material weaknesses described above, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the three months ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEG AL PROCEEDINGS

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We are not currently aware of any such proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations, nor are we aware of any governmental proceedings involving potential monetary sanctions of $0.3 million or more.

ITEM 1A. RISK FACTORS

The matters discussed in this Quarterly Report on Form 10-Q include forward-looking statements that involve risks or uncertainties. These statements are neither promises nor guarantees, but are based on various assumptions by management regarding future circumstances, over many of which Repligen has little or no control. A number of important risks and uncertainties, including those identified under the caption “Risk Factors” in Part I, Item 1A of our Form 10-K for the period ended December 31, 2024 and in subsequent filings, could cause our actual results to differ materially from those in the forward-looking statements. There are no material changes to the risk factors described in our Form 10-K for the period ended December 31, 2024.

ITEM 2. UNREGISTERED SALES OF EQU I TY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SEN IOR SECURITIES

None.

ITEM 4. MINE SAFETY DI SCLOSURES

Not applicable.

ITEM 5. OTHER INF ORMATION

(a) None.

(b) None.

(c) Rule 10b5-1 Trading Plans

None of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, modified, or terminated a Rule 10(b)5-1 trading plan or arrangement during the Company’s fiscal quarter ended March 31, 2025.

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ITEM 6. EXHI BITS

Exhibit Number |  | Document Description
3.1 |  | Restated Certificate of Incorporation dated June 30, 1992, as amended September 17, 1999 (filed as Exhibit 3.1 to Repligen Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 and incorporated herein by reference).
3.2 |  | Certificate of Amendment to the Certificate of Incorporation of Repligen Corporation, effective as of May 16, 2014 (filed as Exhibit 3.1 to Repligen Corporation's Current Report on Form 8-K filed on May 19, 2014 and incorporated herein by reference).
3.3 |  | Certificate of Amendment to the Certificate of Incorporation of Repligen Corporation, effective May 19, 2023 (filed as Exhibit 3.1 to Repligen Corporation's Current Report on Form 8-K filed on May 22, 2023 and incorporated herein by reference).
3.4 |  | Third Amended and Restated Bylaws (filed as Exhibit 3.1 to Repligen Corporation's Current Report on Form 8-K filed on January 28, 2021 and incorporated herein by reference).
31.1 + |  | Rule 13a-14(a)/15d-14(a) Certification.
31.2 + |  | Rule 13a-14(a)/15d-14(a) Certification.
32.1 * |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS |  | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH |  | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.
104 |  | Cover page formatted as Inline XBRL and contained in Exhibits 101.

+ Filed herewith.

* Furnished herewith.

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SIGNAT URES

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 thereunto duly authorized.

|  | REPLIGEN CORPORATION
Date: April 29, 2025 |  | By: | /S/ O LIVIER L OEILLOT
|  |  | Olivier Loeillot
|  |  | Chief Executive Officer
|  |  | (Principal executive officer)
|  |  | Repligen Corporation
Date: April 29, 2025 |  | By: | /S/ J ASON K. G ARLAND
|  |  | Jason K. Garland
|  |  | Chief Financial Officer
|  |  | (Principal financial officer)
|  |  | Repligen Corporation

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