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Shareholders' Equity
 9 Months Ended
Sep. 30, 2025
Stockholders' Equity Note [Abstract]  
Shareholders' Equity
21.
Shareholders’ Equity

 

Issuance of Mandatory Convertible Preferred Stock

 

On September 8, 2025, the Company issued 2,760,000 shares, or $690 million aggregate liquidation preference, of its 6.375% Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share (the “Mandatory Convertible Preferred Stock”) pursuant to a previously announced underwritten public offering (the “Convertible Preferred Offering”). The Company received net proceeds from the Convertible Preferred Offering of $669.5 million, after deducting underwriting discounts and commissions of $19.0 million and offering expenses of $1.5 million. The Company used the proceeds from the Series A Mandatory Convertible Preferred Stock to repay in full the outstanding balance in its 2019 term loan of $255.8 million and the outstanding balance in its 2024 Revolving Credit Agreement of $300 million, as well as repaid $37.6 million of the outstanding balance of the 2024 term loan due in 2027. The Mandatory Convertible Preferred Stock is listed on the NASDAQ Exchange under the ticker “BRKRP.”

 

Dividends

Dividends on the Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as, and if declared by Bruker’s Board of Directors, at an annual rate of 6.375% on the liquidation preference of $250 per share. If declared, these dividends will be paid in cash, or, subject to certain limitations, in shares of Bruker’s common stock or, subject to certain limitations, in a combination of cash and shares of Bruker’s common stock, at Bruker’s election, on March 1, June 1, September 1 and December 1 of each year, commencing on December 1, 2025, and ending on, and including, September 1, 2028. If upon mandatory conversion, the Board of Directors has not declared and paid all or any portion of the accumulated and unpaid dividends payable on the outstanding shares of Mandatory Convertible Preferred Stock, the applicable conversion rate will be adjusted so that converting holders receive an additional number of shares of Bruker common stock having a market value generally equal to the amount of such undeclared, accumulated and unpaid dividends.

 

Mandatory Conversion

Unless converted earlier in accordance with the terms of the Certificate of Designations, which was filed with the Secretary of State of the State of Delaware on September 8, 2025 (the “Certificate of Designations”), each share of the Mandatory Convertible Preferred Stock will automatically convert on the mandatory conversion date, which is expected to be September 1, 2028, into between 6.9534 and 8.5179 shares of Common Stock, in each case, subject to customary anti-dilution adjustments as described in the Certificate of Designations. The number of shares of Common Stock issuable upon mandatory conversion will be determined based on the average volume weighted average price per share of Common Stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately prior to September 1, 2028.

If a “fundamental change” as defined in the Certificate of Designations, occurs on or prior to September 1, 2028, then holders of the Mandatory Convertible Preferred Stock will be entitled to convert all or any portion of their shares (but in no event in increments of less than one share of the Mandatory Convertible Preferred Stock), into shares of the Company's common stock at the fundamental change conversion rate, as defined in the Certificate of Designations, for a specified period of time, and also to receive an amount to compensate such holders for unpaid accumulated dividends and any remaining future scheduled dividend payments.

 

Ranking

The Mandatory Convertible Preferred Stock ranks, with respect to dividend rights and distribution of assets upon liquidation, winding-up or dissolution, senior to the Company’s common stock and each other class or series of capital stock, whether outstanding or established after the date of issuance of the Mandatory Convertible Preferred Stock that do not specifically state they are senior to the Mandatory Convertible Preferred Stock and junior to any existing and future indebtedness.

 

Voting Rights

Holders of Mandatory Convertible Preferred Stock will not have voting rights, except as specifically required by Delaware law or our restated certificate of incorporation.

Common Stock Public Offering

 

In May 2024, the Company completed an underwritten public offering (the “Common Stock Offering”) in which the Company issued and sold 6,000,000 shares of its common stock at a public offering price of $67.29 per share. The Company received net proceeds of approximately $403.0 million after deducting underwriting fees and other offering expenses. The Common Stock Offering was made pursuant to an automatically effective registration statement on Form S-3 and accompanying prospectus supplement filed with the SEC on May 29, 2024, and a final prospectus supplement relating to the Common Stock Offering filed with the SEC on May 31, 2024.

Common Stock Dividends

A quarterly cash dividend of $0.05 per share was declared on August 12, 2025 and paid on October 3, 2025 to stockholders of record as of September 23, 2025. The October 2025 payment of its quarterly cash dividend was approximately $7.6 million.

Share Repurchase Program

In May 2023, the Company’s Board of Directors approved a share repurchase program (the “2023 Repurchase Program”) authorizing the purchase of up to $500.0 million of the Company’s common stock over a two-year period, in amounts, at prices, and at such times as management deems appropriate, subject to market conditions, legal requirements, and other considerations. Authorization for the remaining $359.9 million on the 2023 Repurchase Program expired in May 2025.

Stock-Based Compensation

The Company recorded stock-based compensation expense as follows in the unaudited condensed consolidated statements of operations and comprehensive income (loss) (in millions):

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Stock options

 

$

0.5

 

 

$

0.5

 

 

$

1.5

 

 

$

1.4

 

Restricted stock units

 

 

5.0

 

 

 

4.8

 

 

 

14.6

 

 

 

13.4

 

Employee Stock Purchase Plan

 

 

0.5

 

 

 

0.4

 

 

 

1.3

 

 

 

0.8

 

Total stock-based compensation expense

 

$

6.0

 

 

$

5.7

 

 

$

17.4

 

 

$

15.6

 

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Cost of product revenue

 

$

0.6

 

 

$

0.5

 

 

$

1.6

 

 

$

1.3

 

Selling, general and administrative

 

 

4.6

 

 

 

4.4

 

 

 

13.5

 

 

 

12.4

 

Research and development

 

 

0.8

 

 

 

0.8

 

 

 

2.3

 

 

 

1.9

 

Total stock-based compensation expense

 

$

6.0

 

 

$

5.7

 

 

$

17.4

 

 

$

15.6

 

In addition to the awards above, the Company recorded stock-based compensation (gain) expense within other charges, net of $(2.5) million and $0.7 million in the three months ended September 30, 2025, and 2024, respectively, and $(1.2) million and $2.9 million in the nine months ended September 30, 2025 and 2024, respectively, related to the fair value changes of hybrid instruments associated with the option rights of certain minority shareholders of the Company’s majority owned acquisitions.

At September 30, 2025, the Company expected to recognize pre-tax stock-based compensation expense of $5.0 million associated with outstanding stock option awards granted under the Company's stock plans over the weighted average remaining service period of 3.2 years. The Company also expects to recognize additional pre-tax stock-based compensation expense of $52.5 million associated with outstanding restricted stock units granted under the Company's 2016 Incentive Compensation Plan over the weighted average remaining service period of 3.1 years.

In May 2025, the Bruker Corporation 2026 Incentive Compensation Plan (the “2026 Plan”) was approved by the Company’s common shareholders. The 2026 Plan will be effective as of February 19, 2026 (the “Effective Date”), which will be the date immediately following the date on which the Bruker Corporation 2016 Incentive Compensation Plan (the “Prior Plan”) expires. No additional awards will be granted under the Prior Plan on or after the Effective Date. The 2026 Plan provides for the issuance of up to 12,000,000 shares of the Company’s common stock. The 2026 Plan will be administered by the Compensation Committee of the Board or another committee appointed by the Board (the “Committee”) and provides for grants of awards to non-employee directors, employees, and certain key advisors of the Company, and its subsidiaries in the form of nonqualified and incentive options, stock awards, stock units, stock appreciation rights, cash-based awards, and other awards. The Committee has the authority to determine which employees will receive awards, the amount of any awards, and other terms and conditions of such awards. The 2026 Plan will terminate on May 28, 2035, unless terminated earlier pursuant to its terms.