Qiagen - 20-F annual report 2025

Qiagen - 20-F annual report 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F


☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to


☐	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report

Commission File Number 001-38332

QIAGEN N.V.

(Exact name of Registrant as specified in its charter)

n/a

(Translation of Registrant’s name in English)

The Netherlands

(Jurisdiction of incorporation or organization)

Hulsterweg 82

5912 PL Venlo

The Netherlands

011-31-77-355-6600

(Address of principal executive offices)

_____________________________________________

Roland Sackers, Tel: 011-31-77-355-6600, Fax: 011-31-77-355-6658

QIAGEN N.V., Hulsterweg 82, 5912 PL Venlo, The Netherlands

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

_____________________________________________

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


Title of class:	Trading Symbol	Name of each exchange on which registered:
Common Shares, par value EUR 0.01 per share	QGEN	New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

_____________________________________________

The number of outstanding Common Shares as of December 31, 2025 was 216,920,735.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934. ☐ Yes ☒ No

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 and posted pursuant to Rule 405 of

Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition

of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Emerging Growth Company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐

* The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards

Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over

financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit

report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect

the correction of an error to previously issued financial statements. ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of

the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


☒	U.S. GAAP
☐	International Financial Reporting Standards as issued by the International Accounting Standards Board
☐	Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: ☐ Item

17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

Unless the context otherwise requires, references herein to “we,” “us,” “our,” the “Company” or to “QIAGEN” are to QIAGEN N.V. and its consolidated subsidiaries.

Totals within tables presented in U.S. dollar millions may contain rounding differences.

EXCHANGE RATES

QIAGEN publishes its financial statements in U.S. dollars. In this Annual Report on Form 20-F, references to “dollars” or “$” are to U.S. dollars, references to CHF are

to the Swiss franc, and references to “EUR”, the “euro” or “€” are to the European Monetary Union euro. Except as otherwise stated herein, all monetary amounts in

this Annual Report on Form 20-F have been presented in U.S. dollars.

The exchange rate used for the euro was obtained from the European Central Bank and is based on the daily concertation procedure between central banks across

Europe, which normally takes place at approximately 2:10 P.M. Central European Time. This rate at March 16, 2026, was $1.1478 per €1.

For information regarding the effects of currency fluctuations on our results, see "Operating and Financial Review."

TRADEMARKS

We have proprietary rights to trademarks, trade names and service marks used in this Annual Report on Form 20-F that are important to our business, many of which

are registered under applicable intellectual property laws. Solely for convenience, trademarks, trade names and service marks referred to in this Annual Report on

Form 20-F may appear without the “®” or “™” symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent

possible under applicable law, our rights or the rights of the applicable licensor to these trademarks, trade names and service marks. We do not intend our use or

display of other companies’ trademarks, trade names or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

Each trademark, trade name or service mark of any other company appearing in this Annual Report on Form 20-F is the property of its respective holder.

QIAGEN N.V. | Financial Report 2025

Page 4

Table of Contents

QIAGEN N.V. | Financial Report 2025

Page 5

Management Report


6		Business and Operating Environment
7		Strategy, Business Model and Value Chain
12		Operating Environment
25		Risks and Risk Management

43		Financial and Share Performance
43		Operating and Financial Review
57		QIAGEN Shares

QIAGEN N.V. | Financial Report 2025

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Business and Operating Environment

Company overview

QIAGEN is a leading global provider of Sample to Insight solutions, enabling

customers to extract and gain valuable molecular insights from samples

containing the building blocks of life. Our Sample technologies isolate and

process DNA (deoxyribonucleic acid), RNA (ribonucleic acid) and proteins

from blood, tissue and other materials. Assay technologies prepare these

biomolecules for analysis while bioinformatics software and knowledge bases

can be used to interpret data to find actionable insights. Automation solutions

bring these processes together into seamless and cost-effective workflows. We

serve over 500,000 customers globally in Life Sciences (academia, pharma

research and development, industrial applications, primarily forensics) and

molecular diagnostics for clinical healthcare. As of December 31, 2025, we

employed approximately 5,700 people in over 35 locations worldwide.

QIAGEN was founded in 1984 and began operations in 1986 as a pioneer in

the emerging biotechnology sector with a revolutionary method that

standardized and accelerated the extraction and purification of nucleic acids

from biological samples, which means any material containing DNA, RNA or

proteins. As molecular biology and genomic knowledge has grown to influence

many areas of daily life, we have expanded to serve the full spectrum of market

needs while developing new instruments, consumables and digital solutions,

partnering with researchers and pharmaceutical companies, and acquiring

companies and technologies that best complement our portfolio. We continue

to accelerate our portfolio growth and increase our efficiency and effectiveness

while also enhancing our customer experience, our corporate citizenship and

our position as an employer of choice.

Our growth has been funded through internally generated funds as well as

through debt offerings in recent years.

Our Global Shares are listed on the New York Stock Exchange under the ticker

symbol QGEN and on the Frankfurt Stock Exchange as QIA.

QIAGEN N.V. is the holding company for more than 60 consolidated

subsidiaries, many of which have the primary function of distributing our

products and services on a regional basis. Certain subsidiaries also have

research and development or production activities. The Company is registered

under its commercial and legal name QIAGEN N.V. with the trade register

(kamer van koophandel) of the Dutch region Limburg Noord under file number

12036979. QIAGEN N.V. is incorporated under Dutch law as a public limited

liability company (naamloze vennootschap) and is organized as a holding

company. Our principal executive office is located at Hulsterweg 82, 5912 PL

Venlo, The Netherlands, and our telephone number is +31-77-355-6600.

Further information on QIAGEN can be found at www.qiagen.com. The

U.S. Securities and Exchange Commission (SEC) website at www.sec.gov

contains reports, proxy and information statements, and other information

regarding issuers that file electronically with the SEC. Information contained in,

or that can be accessed through, our website is not a part of, and shall not be

incorporated by reference into, this Annual Report. We have included our

website address in this document solely as an inactive textual reference.

QIAGEN N.V. | Financial Report 2025

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Strategy, Business Model and Value chain

Our business

QIAGEN provides sample and assay technologies that enable customers to

extract, detect and interpret molecular information from biological samples.

From decoding DNA to accelerating life-saving breakthroughs, our vision is

simple: to make improvements in life possible. We create value by offering

integrated workflows that combine consumables with instruments, automation

and bioinformatics. This approach allows customers to standardize research

and molecular testing and generate actionable insights across applications

faster, better and more efficiently.

Our strategy is anchored by a commitment to deliver solid profitable growth by

focusing our resources on a group of pillars that represented $1.5 billion in

sales, approximately 72% of sales, in 2025 and that are expected to reach

combined annual sales of approximately $2 billion by 2028. We are aligning

our investments within these pillars to maximize sales in proven high-growth

markets.

The pillars involve three product groups where QIAGEN is developing

leadership positions: the digital PCR (Polymerase Chain Reaction) platform

QIAcuity, the clinical PCR syndromic testing solution QIAstat-Dx and the

QIAGEN Digital Insights portfolio of bioinformatics solutions for improved

analysis and interpretation of complex genomic data. Additionally, two pillars

involve product groups where QIAGEN has strong top positions and where we

want to consolidate our leadership: Sample technologies that are used to gain

access to DNA and RNA from a biological sample and the QuantiFERON

technology platform for latent disease detection, best known for its use in

detecting latent tuberculosis (TB).

We classify our products into two main categories: consumables and related

revenues; and instruments and related services. Global Presence by Product

Category and Geographic Market and QIAGEN Product Groups provide

additional details

We manufacture our products at facilities in the United States, Europe and

China. In China, products are primarily made for the local market. For more

information about our manufacturing sites, please refer to the Description of

Property section.

Our commercial teams are organized into specialized groups across three

major regions: Americas; Europe, Middle East and Africa (EMEA); and Asia

Pacific and Japan (including China). In certain markets, we also work with third-

party distributors to extend our reach. For more information, please refer to the

Sales and Marketing section. Details about our employees can be found in the

Employees section.

QIAGEN operates a centralized distribution network with regional hubs

responsible for local logistics.

Building a sustainable business

Our products support scientific progress and healthcare by enabling molecular

insights that can contribute to improved decision-making and patient outcomes

worldwide. We are committed to sustainable business practices integrating

stakeholder perspectives—including those of customers, employees, regulators

and public authorities, suppliers and shareholders—into relevant aspects of our

operations.

Our sustainability policy outlines key principles and responsibilities for

QIAGEN employees regarding environmental, social and governance (ESG)

matters, reflecting our commitment to a more sustainable future. Oversight of

sustainability is provided by the Supervisory Board, through its Nomination &

Governance Committee. The Managing Board is responsible for integrating

sustainability into strategy, and works with the Executive Committee on

operational execution.

Our targets and actions address priorities such as reducing the use of plastic

and advancing environment-friendly product solutions; lowering emissions

across our operations and supply chain; and working with suppliers to promote

environmental and social responsibility. Through these initiatives, we aim to

embed sustainability considerations across our business activities and product

life cycle.

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Strategy, Business Model and Value Chain

Global presence

Value chain

Value is created across QIAGEN’s value chain through innovation in sample

and assay technologies, high-quality manufacturing and regulatory-compliant

Global presence with a focus on the most

attractive developed and emerging markets

supply. As part of its business model, QIAGEN integrates post‑market

surveillance into the life-cycle management of its products. The ongoing

monitoring of product performance supports the early identification of

quality‑related risks, underpins regulatory compliance across markets, and

helps maintain trust in QIAGEN’s solutions among customers, patients and end

users. These efforts are supported by commercial execution and global

distribution capabilities. Our research and development are carried out within

manufacturing entities and specialized R&D centers. Manufacturing sites source

raw materials and semi-finished products from affiliated entities and

independent third parties to support the production of QIAGEN consumables,

instruments and related solutions. Sales to end customers are managed through

local sales subsidiaries and, in certain markets, third-party distributors. A

centralized distribution network connects manufacturing entities with local sales

organizations, supported by two global distribution hubs that consolidate

demand and optimize supply logistics.

Our products serve more than 500,000 customers across the continuum from

Life Sciences (academia, pharmaceutical R&D and applied testing) to molecular

diagnostics (clinical healthcare). QIAGEN operates globally, with significant


Our key sites
Our key sites


		Venlo, Global HQ
		Hilden, EMEA HQ
		Germantown, Americas HQ
		Shanghai, China HQ
		Singapore, Asia HQ

		Global presence

markets in the Americas, Europe, Middle East, Africa (EMEA), Asia Pacific and

Delivering products to

>160 countries

Japan (including China).

Direct sales in

>40 countries

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Strategy, Business Model and Value Chain

Downstream

Upstream

Our

operations

Procurement

Sales to >500,000 customers

in >160 countries

Sales entities in EMEA, APAC

and Americas


	Raw materials

	R&D services and in-licensing

	Finished goods

	Logistical and warehousing services

	Semi-finished goods

	IT and other services

~5,700 QIAGENers across all EC functions

Manufacturing in EMEA, Americas and APAC regions


	Consumables

	Instrumentation services

	Instruments

	Licensing (e.g., patents)

	Bioinformatics

Research and Development

Consumables

Bioinformatics

(digital insights)

Instruments

Material topics



•Climate change	•Climate change	•Consumers and end users	•Climate change
•Resource use and circular economy (e.g. resource inflows)	•Resource use and circular economy (e.g., closing the loop, waste management)	•Own workforce –Working conditions –Diversity and inclusion –Occupational health and safety	•Resource use and circular economy (e.g. products, services, waste)
•Resource use and circular economy (e.g. resource inflows)
•Business conduct			•Business conduct
•Workers in the value chain	•Business conduct		•Workers in the value chain
			•Consumers and end-users

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Strategy, Business Model and Value Chain

Interests and views of our stakeholders

Understanding and addressing the interests and expectations of our

stakeholders is essential for our business strategy and long-term value creation.

Throughout 2025, we actively engaged with stakeholders through various

channels, incorporating their insights into our materiality assessment, business

processes and capital allocation dialogue. These engagements supported

decisions on product portfolio priorities, operational improvements,

transparency in external reporting and the way we communicate our approach

to profitable growth, investment discipline and long-term shareholder value

creation.

In particular, engagement with shareholders and the financial community

provided feedback not only on sustainability performance and governance, but

also on strategy execution, capital deployment priorities and the balance

between investing for future growth and maintaining financial discipline. This

dialogue helps us explain how we allocate resources to strategic growth pillars,

innovation, operational capabilities and other value-enhancing initiatives, while

maintaining a focus on returns, resilience and transparency. In accordance with

the Dutch Corporate Governance Code, our Stakeholder Engagement Policy is

available on our website.

Interests and views of our stakeholders


Stakeholders	How we engage	Why we engage	How we respond

Shareholders and the financial community	•Quarterly reports and earnings calls, including strategy and capital allocation updates •Annual report and annual general meeting communications, including long-term value creation priorities •Regular roadshows and investor calls on growth, portfolio priorities and returns •Investor relations website and related shareholder communications •Investor feedback	•Long-term shareholder value creation •Capital deployment to investment priorities with highest returns •Financial resilience •Understanding investor expectations toward sustainability •Business conduct: attracting responsible investors	•Clearer communication on long-term shareholder value creation •Communication and execution of capital allocation priorities, including strategic acquisitions, digital capabilities and growth pillar investments •Communication of shareholder return actions, including the annual cash dividend and synthetic share repurchase programs •Stronger linkage between strategy, resource allocation and profitable growth •Increased transparency on sustainability performance •ESG information embedded in internal and external communications •Expanded CDP environmental reporting
Employees	•Strategic meetings: annual kick-offs and quarterly feedback checks •Reviews: one-on-one sessions and 180° feedback •Engagement: surveys, pulse checks, events and webinars •Trainings: management and regulatory sessions, ESG awareness	•Foster performance culture •Ensure highest health and safety •Equal treatment and opportunities for all •Employee development, training and skills	•Annual employee survey results show QIAGEN as having a high- performance culture •Recognition of QIAGEN as top employer in several regions •Local site action plans to enhance workplace culture •Increased safety awareness •Reduction in unstaffed positions

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Strategy, Business Model and Value Chain


Stakeholders	How we engage	Why we engage	How we respond

Customers	•Surveys: customer satisfaction measurement •Digital tools: web chat and 24/7 service portal •Events: conferences, trade fairs, roadshows and infotainment shows; best practice sharing at our facilities •Engagement: bilateral meetings, production tours, training, customer audits •Sustainability: questionnaires and dedicated webpage	•Strong ongoing customer engagement and retention •Ensure timely access to products and services •Support sustainable lab practices and efficient waste management	•Incorporation of customer requirements into product and service offering •Expansion of product portfolio with increasing focus on sustainable products and plastics reduction •Service improvements, e.g., web chat functionalities and Net Promoter Score (NPS) above internal benchmarks •Lab waste treatment pilot
Suppliers	•Workshops on target costing design •Risk assessment, strategic reviews, supplier days •Best practice workshops, bilateral engagement, joint initiatives, webinars with employees	•Supply chain security and risk reduction •Business conduct: responsible sourcing standards •Sustainability commitments	•Cost stability in challenging macroeconomic environment •Mapped strategic supplier base to reduce supply risk and assess sustainability factors •Pilot projects on low-carbon solutions
General society and local communities	•Collaboration with public health laboratories, research and academic institutions around the world	•Access to products and services: enhancement of access to healthcare	•Laboratory infrastructure and capacity building to support pandemic preparedness •Response initiatives, local surveillance •Development of new tools for pathogen detection
Banks and financial institutions	•Mandatory reporting and information (e.g., annual report, non-financial reporting) •Bilateral meetings	•Efficient financing costs •Improvements in ESG ratings	•Reduced financing costs for debt offerings •Favorable ESG performance-linked loan conditions

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Operating Environment

Economic environment

In 2025, global economic growth remained moderate, with the International

Monetary Fund (IMF) estimating real GDP growth of about 3%. Inflation eased

in many economies, supporting the start of monetary policy easing in some

markets, although underlying price pressures persisted in parts of the advanced

economies. Growth remained uneven, with advanced economies expanding by

around 1.5% and emerging market and developing economies growing at just

above 4%.

Economic activity continued to be influenced by elevated public and private

debt levels, trade policy uncertainty and geopolitical tensions, contributing to a

cautious operating environment across many sectors.

Industry environment

The Life Sciences and molecular diagnostics industries showed mixed conditions

in 2025. While demand growth continued in several application areas—

including oncology, infectious disease testing and biopharmaceutical research

—customer purchasing patterns remained uneven across regions. Companies

increasingly emphasized expanding the use of installed instrument platforms

and menu breadth to drive growth in clinical and research settings.

QIAGEN remained positioned to address these trends through its global

footprint and commercial scale, supported by key platforms such as QIAstat-Dx,

for which cumulative placements exceeded 5,200 instruments worldwide at

year-end 2025.

The addressable Life Sciences and molecular diagnostics segments are

estimated at about $12 billion in annual sales, with expectations for continued

single-digit growth.

QIAGEN products

Our leadership in molecular research and testing solutions leverages our

product portfolio across a wide range of applications. These are grouped into

two main categories:

•Consumables and related revenues, which include consumables kits,

bioinformatics solutions, royalties, co-development milestone payments and

services (90% of total net sales in 2025)

•Instruments and related services and contracts (10% of total net sales in

2025)

QIAGEN product groups

Sample technologies

Sample technologies represent one of our pillars and include products involved

in the first step of any molecular lab process.

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Operating Environment


Selected biological samples


	Tissue	Stool
	Cells	Saliva
	Blood	Other body fluids
	Serum	Bone
	Plasma	Plants
	Urine	Soil




Input demands	Processing	Target analytes
Low / high-volume	Manual	Genomic DNA
Low-quantity		Plasmid DNA
Tubes / plates		cfDNA

Input demands
Low-quantity	Automated	mRNA, rRNA
High-quantity	Low- to high-	miRNA
Tubes / plates	throughput systems	Circulating tumor cells and proteins


		Applications


		Cloning		qPCR / dPCR
		DNA amplification		Sequencing / NGS
		Arrays		Liquid biopsy
		Gene editing		Microbiome
		Epigenetics		Gene silencing
		Cellular analytics		Proteomics

Our broad portfolio of Sample technologies includes consumables and

instruments used in sample collection, stabilization, storage, purification and

quality control. Some of our consumables are designed to run on our

instruments, while others are universal kits designed for use with any molecular-

testing platform. These products are used in research and applied testing

(forensics/human identification and food safety) in laboratories as well as

clinical testing.

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Operating Environment


Sample technologies	Selected QIAGEN brands

Primary Sample technology consumables
•Nucleic acid stabilization and purification kits designed for primary sample materials (DNA, RNA), manual and automated processing for genotyping, gene expression, viral and bacterial analysis •Mainly based on silica membrane and magnetic bead technologies	•QIAamp •PAXgene •AllPrep	•DNeasy •QIAprep&amp	•RNeasy •MagAttract •QIAwave
Secondary Sample technology consumables
•Kits and components for purification of nucleic acids from secondary sample materials (e.g., gel, plasmid DNA)	•QIAprep •QIAGEN Plasmid •HiSpeed	•QIAquick •QIAfilter •EndoFree	•DyeEx
Sample technology instruments
•Instruments for nucleic acid purification, quality control and accessories	•QIAsymphony •EZ2 Connect •TissueLyser III	•QIAcube Connect •EZ2 Connect MDx	•QIAcube HT •QIAxcel Connect •QIAcube Connect MDx •QIAsprint Connect

Diagnostic solutions

Diagnostic solutions include our molecular testing platforms and consumables,

covering two of our pillars with QuantiFERON and QIAstat-Dx. They also

include Precision Diagnostics, which comprises companion diagnostic co-

development revenues from projects with pharmaceutical companies, regulated

assays and solutions for laboratory-developed tests. Additional areas include

oncology and sexual and reproductive health for detection of various diseases

and for other laboratory processes.

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Operating Environment


Diagnostic solutions	Selected QIAGEN brands

Immune response consumables
•Interferon-Gamma Release Assay (IGRA) for latent TB testing •Assays for post-transplant testing, viral load monitoring	•QuantiFERON
Oncology and sexual and reproductive health consumables
•Assays for analysis of genomic variants such as mutations, insertions, deletions and fusions •Assays for prenatal testing and detection of sexually transmitted diseases and HPV	•therascreen •AmniSure / PartoSure	•ipsogen	•digene HC2
Sample to Insight instruments and dedicated assays
•One-step molecular analysis of hard-to-diagnose syndromes •Fully integrated PCR testing	•QIAstat-Dx •QIAstat-Dx Rise

PCR/Nucleic acid amplification

PCR/Nucleic acid amplification involves our research and applied PCR

solutions and components. The product group includes another of our pillars,

QIAcuity. We offer optimized solutions for end-point PCR, quantitative PCR and

digital PCR. Our kits, assays, instruments and accessories amplify and detect

targets and streamline workflow for virtually any application.


PCR/Nucleic acid amplification	Selected QIAGEN brands

Research PCR consumables
•Different generations of PCR, quantitative and digital PCR, reverse transcription and combinations (RT-PCR) kits for analysis of gene expression, genotyping and gene regulation, running on QIAGEN or third-party instruments and technologies	•QuantiTect •OneStep RT-PCR •OmniScript •QIAcuity	•QIAGEN Multiplex •miRCURY •AllTaq •GeneGlobe	•QuantiNova •HotStarTaq •UltraRun Long Range
Human ID/Forensics assay consumables
•Short tandem repeat (STR) assays for human ID, additional assays for food contamination	•Investigator (human ID / forensics)
PCR instruments
•Digital PCR solutions •qPCR solutions	•QIAcuity •Rotor-Gene Q	•QIAgility	•QIAcuityDx
OEM consumables
•Custom-developed and configured enzymes and PCR solutions that are sold to OEM customers	•Provided on an individualized contract basis

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Operating Environment

Genomics/NGS

This product group includes our universal next-generation sequencing (NGS)

solutions for use with any NGS sequencer as well as the full bioinformatics

portfolio offered by QIAGEN Digital Insights, which also represents one of our

pillars.


Genomics/NGS	Selected QIAGEN brands

Universal NGS consumables
•Predefined and custom NGS gene panels (DNA, RNA), library prep kits and components, whole genome amplification, DNA methylation analysis, etc. •Sequence-based assays for forensic genetic genealogy	•QIAseq •GeneGlobe	•REPLI-g •EpiTect	•ForenSeq Kintelligence
QIAGEN Digital Insights solutions
•Bioinformatics solutions analyze and interpret data to deliver actionable insights from NGS. This includes freestanding software or cloud-based solutions and is integrated into many QIAGEN consumables and instruments.	•QCI Secondary Analysis •QCI Interpret •QCI Precision	•CLC Workbenches •OmicSoft Lands •Ingenuity Pathway Analysis	•Biomedical Knowledge Base •HGMD •HSMD •PGXI

Other

Revenues from various sources, including protein biology products, royalties,

intellectual property and freight charges.

Principal markets

We sell our products to more than 500,000 customers in two broad customer

groups: molecular diagnostics (clinical testing) and Life Sciences (academia,

pharmaceutical research and development and applied testing).

At the end of 2025, our current total addressable market was estimated at

approximately $12 billion annually, with estimates indicating that this market

opportunity would grow about 4-6% annually through 2028.

Molecular diagnostics

The molecular diagnostics market includes healthcare providers engaged in

many aspects of patient care that require accurate diagnoses and insights to

guide treatment decisions in oncology, infectious diseases and immune

monitoring.

We offer one of the broadest portfolios of molecular technologies for

healthcare. The success of molecular testing in healthcare depends on the

ability to accurately analyze purified nucleic acid samples from sources such as

blood, tissue, body fluids and stool. Automated systems process tests reliably

and efficiently, often handling hundreds of samples simultaneously. Our range

of assays for diseases and biomarkers speeds up and simplifies laboratory

workflow and standardizes lab procedures.

Molecular testing is the most dynamic segment of the global in vitro diagnostics

market. The pandemic has demonstrated the value of molecular testing in

healthcare, and we expect the market to provide significant growth

opportunities.

We have built a position as a preferred partner to co-develop companion

diagnostics paired with targeted drugs and have created a rich pipeline of

molecular tests that are transforming the treatment of cancer and other diseases.

We have more than 30 master collaboration agreements with pharmaceutical

industry customers, some with multiple co-development projects. Companion

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Operating Environment

diagnostics move through clinical trials and regulatory approvals, along with

the paired drugs, to commercialization and marketing to healthcare providers.

Life Sciences

The Life Sciences market includes governments and biotechnology companies,

where researchers and scientists are using molecular testing technologies to

advance scientific knowledge in the pursuit of new breakthroughs that can lead

to new medicines and diagnostics for use in clinical healthcare. This market

also includes the use of molecular testing technologies for applied applications,

in particular for forensics as well as food and veterinary testing. These

customers are all often served by public funding and research and development

budgets within pharmaceutical companies.

We partner with customers across diverse disciplines in academia and industry,

providing sample technologies, assay technologies, bioinformatics and services

to universities and institutes, pharmaceutical and biotech companies,

governments and law enforcement agencies.

We provide Sample to Insight solutions to academic and research institutions

around the world. We focus on enabling researchers to use high-quality

technologies to generate reliable, fast, highly reproducible results, sometimes

replacing time-consuming traditional or in-house methods. We often partner

with leading institutions on research projects and develop customized solutions

such as NGS panels for the sequencing of multiple gene targets.

We are a global leader in solutions for governments and industry, particularly

in forensic testing and human identification. The value of genetic

"fingerprinting" has been proven in criminal investigations and examinations of

paternity or ancestry, as well as in food safety. We provide sample collection

and analytical solutions for law enforcement and human identification labs as

well as advanced technologies for studies of microbiomes and their effect on

health and the environment.

We have deep relationships with pharmaceutical and biotechnology

companies. Drug discovery and development as well as translational research

efforts increasingly employ genomic information, both to guide research in

diseases and to differentiate patient populations that are most likely to respond

to particular therapies. We estimate that about half of our sales to these

companies supports research, while the other half supports clinical

development, including stratification of patient populations based on genetic

information. Also, QIAGEN Digital Insights solutions are widely used to guide

pharmaceutical research and treatment options.

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Operating Environment

Competition

The markets for most of our products are very competitive. Competitors may

have developed, or could develop in the future, new technologies that compete

with our products or even render our products obsolete. In sample technology

products, we experience competition in various markets from other companies

providing sample preparation products in kit form and assay solutions. These

competitors include, but are not limited to, companies with a focus on nucleic

acid separation and purification kits, assay solutions, reagents and

instrumentation. We compete with other suppliers through innovative

technologies and products, offering a comprehensive solution for nucleic acid

collection, pre-treatment, separation and purification needs as well as

downstream applications. Our products provide significant advantages in terms

of speed, reliability, accuracy, convenience, reproducibility and ease of use.

Some of our other products within our molecular diagnostics customer class,

such as tests for chlamydia, gonorrhea, hepatitis B virus, herpes simplex virus

and CMV (cytomegalovirus), compete against existing screening, monitoring

and diagnostic technologies, including tissue culture and antigen-based

diagnostic methodologies. We believe the primary competitive factors in the

market for gene-based probe diagnostics and other screening devices are

clinical validation, performance and reliability, ease of use, time to result,

standardization, cost, proprietary position, competitors' market shares, access

to distribution channels, regulatory approvals and reimbursement.

We believe our competitors typically do not have the same comprehensive

approach to sample-to-insight solutions as we do, nor do they have the ability to

provide the broad range of technologies and depth of products and services

that we offer.

Current and potential competitors may be in the process of seeking Federal

Drug Administration (FDA) or foreign regulatory approvals for their respective

products. Our continued future success will depend in large part on our ability

to maintain our technological advantage over competing products, expand our

market presence and preserve customer loyalty. There can be no assurance that

we will be able to compete effectively in the future or that development by

others will not render our technologies or products noncompetitive.

Global presence by product category and geographic market

Product category information

Net sales for the product categories are based on those revenues related to

sample and assay products and related revenues, including bioinformatics

solutions, as well as revenues derived from instrumentation sales.


Net sales (in millions)	2025	2024	2023

Consumables and related revenues	$1,876.4	$1,760.2	$1,726.2
Instrumentation	213.6	218.0	239.1
Total	$2,090.0	$1,978.2	$1,965.3

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Operating Environment

Geographical information

We sell our products in more than 160 countries. The following table shows

total revenue by geographic market for the past three years (with net sales

attributed to countries based on the location of the customer, as certain

subsidiaries have international distribution):


Net sales (in millions)	2025	2024	2023

United States	$998.4	$942.0	$935.3
Other Americas	88.1	89.6	84.8
Total Americas	1,086.5	1,031.6	1,020.1
Europe, Middle East and Africa	712.8	648.5	624.6
Asia Pacific, Japan and Rest of World	290.7	298.2	320.7
Total	$2,090.0	$1,978.2	$1,965.3

Seasonality

Our business is not significantly impacted by seasonal factors. Historically, a

portion of our sales has been to researchers, universities, government

laboratories and private foundations whose funding is dependent upon grants

from government agencies, such as the National Institutes of Health and similar

bodies. To the extent that our customers experience increases, decreases or

delays in funding arrangements and budget approvals, and to the extent that

customers' activities are slowed, such as during times of higher unemployment,

vacation periods or delays in approvals of government budgets or government

shutdowns, we may experience fluctuations in sales volumes during the year or

delays from one period to the next in the recognition of sales. Additionally, we

have customers who are active in the diagnostics testing market, and sales to

these customers fluctuate to the extent that their activities are impacted by public

health concerns. For example, the timing and severity of viral infections such as

influenza or the SARS-CoV-2 virus may impact demand for our products.

Research and development

We are committed to expanding our global leadership in "Sample to Insight"

solutions serving customers in the Life Sciences and clinical diagnostics. We

target our research and development resources at the most promising

technologies to address the unmet needs of our customers in healthcare and

research labs in key geographic markets.

Innovation at QIAGEN follows parallel paths:

•Creating new systems for automation of workflows – platforms for

laboratories, hospitals and other users of novel molecular technologies

•Expanding our broad portfolio of content – including assays to detect and

measure biomarkers for disease or genetic identification

•Integrating QIAGEN Digital Insights with the testing process – software and

cloud-based resources to interpret and transform raw molecular data into

useful insights

Innovation in automation systems positions us in the fast-growing fields of

molecular testing and generates ongoing demand for our consumable products.

We are developing and commercializing a robust pipeline of assays for

preventive screening and diagnostic profiling of diseases, detection of

biomarkers to guide Precision Diagnostics in cancer and other diseases and

other molecular targets. Our assay development program aims to

commercialize tests that will add value to our QIAsymphony and QIAstat-Dx

automation systems in the coming years together with developing next-

generation sequencing (NGS) kits to support our universal NGS franchise and

our in vitro diagnostics partnership with Illumina. We continue to develop

applications for the QIAcuity digital PCR system, which is designed to make

digital PCR technology available to Life Sciences and clinical laboratories

worldwide, as well as to other participants in the NGS market.

Sales and marketing

We market our products primarily through subsidiaries in markets with the

greatest sales potential in the Americas, Europe, Australia and Asia.

Experienced marketing and sales staff, many of them scientists with academic

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Operating Environment

degrees in molecular biology or related areas, sell our products and support

our customers. Business managers oversee key accounts to ensure that we serve

customers’ commercial needs, such as procurement processes, financing, data

on costs and the value of our systems, while maintaining collaborative

relationships. In many markets, we have specialized independent distributors

and importers.

Our go-to marketing strategy focuses on providing differentiated, high-quality

products across the value chain from Sample to Insight, integrating components

into end-to-end solutions when possible and enhancing relationships with a

commitment to technical excellence and customer service. Our omni-channel

approach seeks to engage customers through their preferred channels -- online,

by phone or in person – and to optimize investment in different customer types.

We continue to drive the growth of our digital marketing channels – including

our website at www.qiagen.com, product-specific sites and social media.

The recent pandemic saw an increase in virtual events and use of digital sales

channels. We have likewise increased the activities in digital marketing to

adapt to these market changes, such as installing an in-house studio to facilitate

creation of video content and live virtual events.

Our eCommerce team works with clients to provide automated processes

supporting a variety of electronic transactions and all major eProcurement

systems.

My QIAGEN is an easy-to-use self-service portal that is personalized to our

customers' needs and enables them to manage different activities in one central

place. Customers can now easily reorder products, place bulk orders, apply

quotes to their cart and track their order status. Functionality in the dashboard

allows customers to monitor their instrument use and view the status of licenses

and service agreements. Additionally, customers can access our exclusive

content and services, such as webinars, handbooks and other documents.

Our GeneGlobe Design and Analysis Hub (www.geneglobe.com) is a

valuable outreach to scientists in pharma and academia, enabling researchers

to search and order from approximately 25 million pre-designed and custom

PCR assay kits, NGS assay panels and other products. The hub brings next-

level experiment planning, execution and follow-up to Life Science researchers,

linking our QIAGEN Digital Insights solutions with ordering of assays to

accelerate research.

We use a range of tools to provide customers with direct access to technical

support, inform them of new product offerings and enhance our reputation for

technical excellence, high-quality products and commitment to service. For

example, our technical service support allows existing or potential customers to

discuss or ask questions about our products and molecular biology procedures

with QIAGEN scientists online or by phone. Frequent communication with

customers enables us to identify market needs, learn of new developments and

opportunities, and respond with new products.

We also distribute publications, including our catalog, to current and potential

customers worldwide, providing new product information, updates and articles

about existing and new applications. In addition, we hold numerous scientific

seminars at clinical, academic and industrial research institutes worldwide and

at major scientific and clinical meetings. We conduct direct-marketing

campaigns to announce new products and special promotions, and we offer

electronic newsletters and webinars highlighting molecular biology

applications.

For laboratories that frequently rely on our consumables, the QIAstock program

maintains inventory on-site to keep up with their requirements. QIAGEN

representatives make regular visits to replenish the stock and help with other

needs, and we are automating this process with digital technologies. Easy-to-

use digital ordering, inventory monitoring and customer-driven changes make

QIAstock an efficient system for providing ready access to our products for the

hundreds of customers worldwide who use this program.

Intellectual property, proprietary rights and licenses

We have made, and expect to continue making, investments in intellectual

property. In 2025, additions to our intangible assets outside of business

combinations totaled $6.1 million, and as of December 31, 2025, patent and

license rights, totaled a net $38.6 million. While we do not depend solely on

any individual patent or technology, we are significantly dependent in the

QIAGEN N.V. | Financial Report 2025

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Operating Environment

aggregate on technology that we own or license. Therefore, we consider

protection of proprietary technologies and products one of the major keys to

our business success. We rely on a combination of patents, licenses and

trademarks to establish and protect proprietary rights. As of December 31,

2025, we owned 280 issued patents in the United States, 214 issued patents

in Germany and 1,569 issued patents in other major industrialized countries.

We had 353 pending patent applications. Our policy is to file patent

applications in Western Europe, the United States and Japan. Patents in most

countries have a term of 20 years from the date of filing the patent application.

We intend to aggressively prosecute and enforce patents and to otherwise

protect our proprietary technologies. We also rely on trade secrets, know-how,

continuing technological innovation and licensing opportunities to develop and

maintain our competitive position.

Our practice is to require employees, consultants, outside scientific

collaborators, sponsored researchers and other advisers to execute

confidentiality agreements at the start of their relationships with us. These

agreements provide that all confidential information developed by or made

known to the individual during the course of the relationship is to be kept

confidential and not disclosed to third parties, subject to a right to publish

certain information in scientific literature under specific circumstances and other

exceptions. In the case of our employees, the agreements provide that all

inventions conceived by individuals in the course of their employment will be

our exclusive property, subject to local laws.

See Risk Factors included in Risks and Risk Management for details regarding

risks related to our reliance on patents and proprietary rights.

Suppliers

We strive to ensure that our quality standards, compliance with laws and

regulations as well as environmental and social standards are maintained

along the entire value chain of suppliers and partners. We demand the same

from our business partners. Suppliers are subjected to a risk analysis with

regard to environmental and social criteria based on their geographic location.

Our supplier policy, which all new suppliers sign, is available on our website

and contains requirements with regard to legal compliance, bribery and

corruption, labor rights, nondiscrimination and fair treatment, health and safety

as well as environmental protection and conservation. In addition, first-tier

suppliers must confirm REACH, RoHS and conflict minerals compliance, as

appropriate. As part of our supplier assessment procedures, on a monthly

basis, we evaluate the supply performance of our raw material and component

suppliers. We assess, on a continuous basis, potential alternative sources of

such materials and components and, on a yearly basis, the risks and benefits of

reliance on our existing suppliers.

We strive to maintain inventories at a sufficient level to ensure reasonable

customer service levels and to guard against normal volatility in availability.

We buy materials for our products from many suppliers and are not dependent

on any one supplier or group of suppliers for our business as a whole. Raw

materials generally include chemicals, raw separation media, biologics,

plastics, electronics and packaging. Certain raw materials are produced under

our specifications. We have inventory agreements with the majority of our

suppliers, and we closely monitor stock levels to maintain adequate supplies.

In 2025, markets experienced increased pressure because of ongoing

geopolitical tensions. QIAGEN's strong material positions and thorough

coverage ensure that customer product availability remains unaffected at

present. However, uncertainty remains about how markets may develop in

2026 in light of ongoing geopolitical tensions.

Conflict minerals

U.S. legislation mandates transparency in sourcing conflict minerals—tantalum,

tin, tungsten and gold—from mines in the Democratic Republic of Congo (DRC)

and its adjoining countries. Some of our instrumentation components,

purchased from third-party suppliers, contain gold. As required, we investigate

our supply chain and disclose any use of conflict minerals from these regions.

Annually, we conduct due diligence to determine the presence and origin of

conflict minerals in our products. Since we do not purchase directly from

smelters or refineries, we rely on supplier declarations. We filed our latest

conflict minerals disclosure with the SEC on Form SD for the year ended

December 31, 2024, on May 30, 2025, and will update our disclosures as

required.

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Operating Environment

Description of property

Our primary production and manufacturing facilities for consumable products

are in Germany, the United States, Spain and China. Our software

development facilities are in the United States, Germany, Poland, Denmark and

Romania, and our Center of Excellence for the development of companion

diagnostics for personalized healthcare is in the United Kingdom.

Our production and manufacturing operations are highly integrated and

supported by sophisticated inventory control and production-planning

processes. Production management personnel are highly qualified, and many

have advanced degrees in engineering, business and science. In recent years,

we have made capital investments principally in automated and

interchangeable production equipment to expand production capacity and

improve operating efficiency. We have also invested in enterprise systems to

support production planning and operational control, including continued

deployment and enhancement of SAP-based systems. SAP R/3 is used to

integrate the majority of our operating subsidiaries, and we are in the process

of a multi-year implementation of S/4HANA.

In addition, capital expenditures include selected investments intended to

support energy efficiency and emissions reduction initiatives, including

renewable energy projects. Capital expenditures for property, plant and

equipment totaled $201.0 million in 2025, $167.2 million in 2024 and

$149.7 million in 2023. These capital expenditures were financed from

operating cash flows, and we expect operating cash flows to remain the

primary source of funding for future capital expenditures.

We have an established quality system, including standard manufacturing and

documentation procedures, intended to ensure that products are produced and

tested in accordance with the FDA's Quality System Regulations, which impose

current Good Manufacturing Practice (cGMP) requirements. For facilities that

accommodate cGMP production, special areas were built, and these facilities

operate in accordance with cGMP requirements.

The consumable products manufactured at QIAGEN GmbH in Germany and

QIAGEN Sciences LLC in Maryland are produced under ISO 9001:2015, ISO

13485:2016, MDSAP. In 2025, we completed the implementation of ISO

50001, a voluntary international standard that aids organizations in managing

their energy usage. Our certifications form part of our ongoing commitment to

provide our customers with high-quality, state-of-the-art sample and

assay technologies under our Total Quality Management system.

Our corporate headquarters are located in Venlo, Netherlands. The below

table summarizes our largest facilities. Other subsidiaries throughout the world

lease smaller amounts of space.

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Operating Environment


Facility location	Country	Purpose	Owned or leased	Square feet

Hilden	Germany	Manufacturing, warehousing, distribution, research and development and administration	Owned	986,000
Germantown, Maryland	U.S.	Manufacturing, warehousing, distribution and administration	Owned	285,000
Shenzhen	China	Development, manufacturing, warehousing, distribution and administration	Leased	107,200
Manchester	U.K.	Development and Service Solutions	Leased	96,300
Frederick, Maryland	U.S.	Development, Service Solutions, manufacturing, warehousing and distribution	Leased	76,500
Wrocław	Poland	Business service center	Leased	65,100
Beverly, Massachusetts	U.S.	Enzyme manufacturing	Leased	44,000
Barcelona	Spain	Development, manufacturing, warehousing, distribution and administration	Leased	31,900
Manila	Philippines	Business service center	Leased	29,300
Shanghai	China	Service Solutions and administration	Leased	28,400
Gdańsk	Poland	Enzyme manufacturing, development, warehousing and administration	Leased	23,300
Germantown, Maryland	U.S.	Service Solutions and training center	Leased	13,500
Redwood City, California	U.S.	Bioinformatics	Leased	12,700
Gdynia	Poland	Enzyme manufacturing, development and warehousing	Leased	11,200

Our facilities in Hilden, Germany, and Germantown, Maryland, have the

capacity to expand in the future by an additional 300,000 square feet each.

Our facility in Ann Arbor, Michigan, was closed in 2025, following the

decision to discontinue the NeuMoDx portfolio as discussed in Note 6

"Restructuring."

We believe our existing production and distribution facilities can support

anticipated production needs for the next 36 months. Our production and

manufacturing operations are subject to various federal, state and local laws

and regulations, including environmental regulations. We do not believe we

have any material issues relating to these laws and regulations.

Employees

As a company headquartered in the European Union (EU), we recognize

freedom of association and collective bargaining as fundamental to

maintaining a positive relationship between management and employee

representatives. A significant portion of our workforce is employed in

Organization for Security and Co-operation in Europe (OSCE) member states,

and we comply with all applicable labor laws in every region where we

operate. Management values its relationships with regional labor unions and

employees, and considers them to be positive.

We are committed to respecting and promoting human rights, as outlined in our

Human Rights Policy, available on our website at www.qiagen.com. This

policy is communicated globally via our Company intranet and provided to all

new employees. We foster an open-door workplace culture where employees

can freely raise concerns with management or Human Resources without fear of

retaliation. Our policy explicitly ensures that employees may discuss working

conditions openly without risk of reprisal, intimidation or harassment.

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Operating Environment

The following tables provide information on the number of employees by

geographical region and main category of activity as of December 31, 2025,

2024 and 2023:


Employees by region	2025	2024	2023

Americas	1,210	1,252	1,329
Europe, Middle East & Africa	3,318	3,352	3,453
Asia Pacific, Japan and Rest of World	1,126	1,161	1,185
Total	5,654	5,765	5,967


Employees by function	2025	2024	2023

Production	27%	28%	28%
Research & Development	17%	18%	18%
Sales	38%	37%	37%
Marketing	6%	6%	6%
Administration	12%	11%	11%
Total	100%	100%	100%

Depending on local laws and customs, there are different types of employment

ranging from long-term fixed contracts to temporary positions, along with

flexible time and programs for employees returning to work after parental

leave. In 2025, temporary employees with a fixed-term work contract

represented 5.7%.

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Risks and Risk Management

Risk management

Our Approach

Our risk management approach is built on four key principles:

(1)Active involvement of the Supervisory Board and senior management

(2)Comprehensive policies and procedures

(3)Robust risk monitoring, management and information systems

(4)Effective internal controls

Governance and oversight

QIAGEN is managed by a Managing Board and an independent Supervisory

Board, both appointed at the Annual General Meeting of Shareholders. The

Managing Board oversees our risk management system, developing and

implementing strategies, controls and mitigation measures to identify and

manage current and emerging risks. These risk management policies are

embedded in our corporate governance framework, code of ethics and

financial reporting controls. Dedicated functional experts continuously evaluate

and address business risks.


Role		Responsibility

Audit Committee of the Supervisory Board		The Audit Committee of the Supervisory Board oversees the effectiveness of the Company’s risk management and internal control systems, regularly reviews and discusses key risks, the overall risk profile, and emerging threats, and evaluates the adequacy of internal controls related to financial reporting, compliance, and operational risks to ensure robust governance and organizational resilience.
Managing Board		The Managing Board provides strategic oversight and governance to ensure that risk management is fully embedded into QIAGEN’s long‑term objectives and organizational structures, regularly reviewing principal risks, internal controls, and regulatory compliance while overseeing the effectiveness of the risk management system (RMS); it also ensures accurate and transparent external risk disclosures and supports senior management in sustaining a strong, organization‑wide risk culture.
Executive Committee		The Executive Committee approves and aligns the ERM and RMS frameworks with QIAGEN’s strategic objectives, promotes a strong risk‑aware culture, conducts quarterly reviews of key risks and opportunities, ensures effective governance and resources for risk management, and continuously monitors and improves the organization’s risk culture.
Enterprise Risk Management (ERM)		The Enterprise Risk Management function develops, implements, and continually enhances the ERM framework and processes while coordinating risk management activities across the organization; guides and supports Risk Owners in identifying, assessing, and reporting risks; prepares and delivers risk reports to the Executive Committee and external stakeholders; monitors key risks and opportunities through workshops and assessments; and serves as the primary contact for external audits and regulatory reporting.
Risk Owners		Risk Owners identify, assess, and report risks and opportunities within their responsibility, decide and implement appropriate risk response strategies, continuously monitor risk progression and the effectiveness of mitigation measures, escalate risks to the ERM team when they cannot be adequately mitigated, and maintain the risk register by updating entries and providing incident or ad‑hoc reports as necessary.
Employees		Employees are expected to understand and manage the risks relevant to their roles, follow all established risk management policies and procedures, and actively contribute to a risk‑aware culture through their everyday actions and decision‑making.

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Risks and Risk Management

QIAGEN Enterprise Risk Management framework

The risk management framework at QIAGEN is built on the internationally

recognized standard ISO 31000, integrating risk management into every

aspect of the organization’s purpose, governance, strategy and operations. The

ERM policy establishes a structured approach for identifying, assessing, and

responding to key risks and opportunities that could impact the ability of

QIAGEN to achieve its objectives. This framework defines clear roles and

responsibilities—spanning the Managing Board, Executive Committee, ERM

function, Risk Owners, and the Audit Committee of the Supervisory Board—and

sets out principles for risk appetite, tolerance thresholds, and risk profile

monitoring. The ERM cycle is continuous and iterative, aligning risk

management activities with strategic planning, financial cycles and operational

decision-making. Key risks are reviewed at least quarterly, with ad-hoc

assessments triggered by significant internal or external events, ensuring that

risk management remains dynamic and responsive to change. The policy

governing the risk management system (RMS) further details how risk is

managed through the Three Lines Model, which delineates accountability

across operational management, risk oversight and internal audit. The RMS

provides a comprehensive process for risk identification, analysis, evaluation,

response and monitoring, supported by tools such as the Risk Universe and Risk

prioritization based on likelihood, impact and alignment with QIAGEN’s risk

appetite. The framework emphasizes a robust risk culture, transparency, and

collaboration, ensuring that risk management is a shared responsibility and

embedded in daily business activities. Regular reviews and continuous

improvement of the ERM and RMS frameworks ensure that QIAGEN remains

resilient, compliant, and well-positioned to capitalize on opportunities while

mitigating threats.

Risk classification and assessment

We categorize risks into five main types:

•Strategic risk – refers to the potential for losses due to a failed business

strategy, planning or decision-making. It is associated with the overall future

business plans and strategy of a company, including mergers and

acquisitions, management of external network/partnerships or changes in

management.

•Operational risk – is defined as the risk of loss resulting from inadequate

or defective systems and internal processes, from human or technical failure

and from damage to physical assets.

•Compliance risk – refers to the potential for legal penalties, financial

forfeiture, and damage to reputation that a company could face as a result

of failing to comply with laws, regulations, industry standards or codes of

conduct applicable to its business activities.

•Financial risk – refers to the possibility of a company experiencing

financial losses due to changes on the financial market or wrong/insufficient

financial structure management.

•External risk – refers to the potential threats or uncertainties that originate

outside of a company's control and can negatively impact its operations,

performance, or profitability. These risks arise from the organization's

interactions with the natural environment, society and regulatory frameworks,

and they can affect the long-term sustainability of the business.

All risks are assessed based on their likelihood and potential impact on our

ability to achieve business objectives. The goal is to identify risks that could

materially threaten our success and to implement timely mitigation actions.

Internal controls and compliance

Our corporate governance framework defines the roles of the Managing Board,

Supervisory Board and Audit Committee, as detailed under Corporate

Governance. We maintain internal controls to ensure the integrity of financial

reporting, further described in Controls and Procedures.

Additionally, our Compliance Committee, composed of senior executives from

multiple functions, oversees compliance with legal and regulatory requirements

and ensures adherence to corporate policies, including our Code of Conduct

and Ethics as described in the Corporate Governance section of this annual

report.

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Risks and Risk Management

Risk appetite

Risk appetite is the amount and category of risk that QIAGEN is willing to

pursue or retain in the pursuit of its objectives. The risk appetite is documented

in a formal statement owned by the Executive Committee, while the Managing

Board provides oversight and approval to ensure alignment with the

Company's strategic direction. This statement serves as a guiding principle for

senior management in daily decision‑making.

It defines clear parameters for acceptable and unacceptable risks, ensuring

consistent and aligned decisions across the organization, and is reviewed and

updated annually to remain aligned with strategic priorities.

QIAGEN maintains a balanced risk appetite, seeking to pursue strategic

growth opportunities while maintaining robust controls to ensure that risks are

managed within defined tolerances and do not compromise our long-term

objectives, regulatory compliance or stakeholder trust.

Risk factors

Our business faces significant risks that also threaten the entire industry. Our

business, financial condition or results of operations could be materially and

adversely affected if any of these risks occurs. In addition, risks and

uncertainties that are currently unknown to QIAGEN or are considered

immaterial might affect its business, operations and financial condition. This

report also contains forward-looking statements that involve risks and

uncertainties. Our actual results could differ materially and adversely from those

anticipated in these forward-looking statements as a result of certain factors

including the risks described below and elsewhere in this annual report. The

risks described below are grouped into main categories, with the risks within

each category listed the significant risks. The risks mentioned reflect our risk

assessment but do not imply that the Company has no other risks and cannot

have a material adverse impact on our results of operations, liquidity, or capital

resources.

Summary of risk factors

QIAGEN operates in a complex and evolving global environment that presents

a broad range of strategic, operational, financial, compliance and external

risks which could, individually or collectively, affect the achievement of its

strategic objectives, financial condition or long‑term sustainability. We maintain

a structured enterprise risk management framework designed to identify, assess,

and manage these risks; however, no assurance can be given that all risks can

be fully anticipated or mitigated.

Strategic risks arise from the need to continuously align our strategy with

rapidly changing market conditions, technological developments and

stakeholder expectations. This includes the effective integration of

environmental, social and governance considerations into decision‑making, the

successful development and commercialization of innovative products and the

ability to respond to competitive pressures and disruptive technologies. Our

broad presence in global markets and the execution and integration of

acquisitions may expose us to additional economic, political and regulatory

uncertainties, potentially affecting anticipated benefits and growth trajectories.

Operational risks relate to the complexity of the Company’s global operations

and reliance on people, systems, suppliers, and partners. The loss of key

personnel, disruptions to manufacturing or supply chains, or insufficient

resilience could adversely impact operational performance. Increased reliance

on digital platforms, data, and advanced technologies, including artificial

intelligence, may introduce ethical, security and governance challenges. Cyber

security incidents, system outages or failures to adequately protect sensitive

information could result in operational disruption, regulatory scrutiny or

reputational harm.

Compliance risks stem from operating in a highly regulated environment across

multiple jurisdictions. We are subject to evolving legal and regulatory

requirements related to product approvals, quality standards, data protection,

anti‑bribery and anti‑corruption laws, intellectual property, environmental

regulations and supply‑chain due‑diligence obligations. Failure to comply with

these requirements, or delays in adapting to regulatory changes, could result in

fines, litigation, restrictions on market access, or damage to our reputation.

Financial risks include exposure to changes in tax laws and interpretations,

global minimum tax regimes, foreign exchange fluctuations and the potential

QIAGEN N.V. | Financial Report 2025

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Risks and Risk Management

impairment of goodwill and intangible assets. Our capital structure and debt

obligations may limit financial flexibility, while future capital requirements may

depend on market conditions and access to funding on acceptable terms.

Variability in customer purchasing patterns and reimbursement environments

may also affect forecasting accuracy and financial performance.

External risks arise from factors largely beyond the Company’s control,

including global economic uncertainty, inflationary pressures, interest rate

movements, geopolitical conflicts, trade restrictions and changes in public

funding or reimbursement policies. These factors may influence customer

demand, supply‑chain stability, cost structures and market access. In addition,

evolving stakeholder expectations related to sustainability and corporate

responsibility may affect competitiveness, reputation and long‑term value

creation.

While we actively monitor and manage these risks within our defined risk

appetite, the realization of any of these uncertainties could materially and

adversely affect our business, financial condition, results of operations or

strategic objectives.

Strategic risks

Our presence in potential high-growth markets exposes us to economic, political

and regulatory risks.

In markets emerging across the Middle East and Asia, we may face heightened

risks compared to regions where we have an established presence. These risks

include:

•Economic volatility, particularly in markets reliant on a limited range of

industries;

•Weak legal systems, which may hinder contract enforcement and intellectual

property protection;

•Government instability, policy changes and privatization efforts that could

impact operations;

•Foreign exchange controls that may restrict the movement of funds; and

•Abrupt changes in customs and tax regulations, affecting product movement

and financial performance.

Additionally, conducting business across multiple jurisdictions—such as moving

products between countries or providing services from subsidiaries abroad—

increases exposure to regulatory shifts and compliance challenges. These

factors could negatively impact our operations and financial results.

Emerging competitors and rapid technological advances in diagnostics, combined

with regulatory hurdles, threaten the market position, profitability and growth

prospects of our diagnostic and syndromic testing products.

The competitive landscape for our diagnostic portfolio, including

QuantiFERON, QIAcuity and QIAstat-Dx, is evolving rapidly. Competitors may

introduce new technologies, expand strategic partnerships or obtain regulatory

approvals earlier than anticipated, which could adversely impact adoption of

our products, limit market share expansion or render certain offerings less

competitive. For example, announcements by major industry participants

regarding advancements in latent tuberculosis testing, as well as new point of

care syndromic testing platforms introduced in key markets, illustrate the pace

at which competitive dynamics can shift. These developments highlight that the

absence of clear current regulatory or clinical progress from competitors does

not eliminate the risk of future market disruptions.

Additionally, new instruments and assay systems brought to market by

competitors may target both established and emerging market segments,

potentially outpacing the capabilities of our current technologies. Competitor

expansion into the U.S., Europe, Japan and other regions—coupled with

evolving trade policies, including U.S. tariffs—may create pricing pressures,

influence customer purchasing behavior or challenge our ability to match

product breadth and performance.

Regulatory requirements further contribute to this risk. The need to secure timely

approvals for new assays or platform enhancements may delay our product

launches, limit our ability to respond to market shifts, or hinder execution of our

growth strategies. If we do not meet development timelines or effectively

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Risks and Risk Management

navigate regulatory pathways, we may be unable to achieve anticipated

revenue targets or capitalize on market opportunities.

If we fail to keep pace with technological innovation, respond to competitive

pressures or obtain required regulatory clearances in a timely manner, our

market position could weaken, our profitability could be adversely impacted

and our ability to achieve planned growth—particularly in high growth

diagnostic segments—could be materially and negatively affected. 

Challenges in managing growth and acquisition integration may limit expected

benefits and adversely impact our performance.

We have grown significantly in recent years, with total net sales increasing

from $1.87 billion in 2020 to $2.09 billion in 2025. This growth has been

driven by both organic expansion and strategic acquisitions, including the

2025 acquisitions of Parse Biosciences, Inc. and Genoox. We might continue

acquiring businesses that align with our Sample to Insight strategy in molecular

research and clinical testing. However, successful integration of acquisitions

requires significant resources, coordination and expense.

Our ability to manage ongoing growth and execute on expansion initiatives is

subject to risks, and the outcomes may not achieve the anticipated benefits or

align with evolving operational, financial or strategic expectations. As we

continue to broaden our activities and pursue opportunities to strengthen our

portfolio—including through the acquisition of complementary businesses—we

may be required to adapt our internal processes, systems and organizational

structures to support a larger and more complex operating model. These efforts

may place increasing demands on management attention and require

significant capital and human resources.

The successful integration of acquired businesses, technologies and personnel

remains inherently uncertain. Expansion activities may expose us to challenges

related to aligning operations, maintaining consistent standards, integrating

systems and processes, and retaining key talent. Acquisitions can also introduce

additional regulatory, commercial and financial considerations, including

potential liabilities, shifting market dynamics or delays in realizing intended

synergies. Performance may also depend on external parties, such as suppliers,

partners or acquired teams, whose activities we do not fully control.

As we grow, we may need to expand or enhance our operational and financial

control frameworks to ensure continued reliability, consistency and compliance

across a broader footprint. In some cases, implementation of new systems or

scaling of existing capabilities may temporarily disrupt operations or increase

costs. Divergent stakeholder expectations regarding the pace and direction of

expansion may also lead to reputational risks if outcomes are perceived as

insufficient or misaligned.

Failure to effectively manage growth or integrate acquisitions could result in

operational inefficiencies, delays in execution, increased expenses, or

challenges in maintaining expected performance levels. In certain

circumstances, these developments may also affect our financial condition,

reputation or ability to achieve long‑term strategic objectives.

We rely on collaborative commercial relationships to develop and/or market

some of our products.

We rely on a variety of external partners to develop, commercialize, and

distribute certain products. These collaborations—whether with academic

institutions, pharmaceutical and biotechnology companies, or regional

commercial partners—support key parts of our portfolio but also introduce

uncertainty. Outcomes depend on the priorities, performance and long‑term

commitment of these partners, and in some cases on clinical, regulatory or

market factors outside our direct control.

Companion diagnostic programs, joint development efforts and

distributor‑based marketing arrangements may be affected by shifting partner

strategies, misalignment of objectives, limited visibility into local markets, or

competing activities. Our ability to expand or maintain market access in certain

regions similarly depends on the effectiveness and reliability of external parties.

In general, the success of these collaborative relationships influences

development timelines, market penetration and commercial performance, and

any disruption or change in partner engagement could affect our business.

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Risks and Risk Management

Our ability to sustain growth relies on the timely development, introduction and

market acceptance of innovative products.

The molecular research and testing markets are characterized by rapid

technological advancements and frequent new product introductions. To remain

competitive, we must continuously develop products that keep pace with

evolving customer needs, regulatory expectations and scientific trends. Delays

in product development, regulatory approvals or market adoption—such as

delays in clinical evidence generation, changing regulatory requirements or

extended development cycles—could result in loss of market share that may be

difficult to recover.

Several factors influence market acceptance of new products, including:

•availability, quality and pricing relative to competing offerings;

•timing of launch versus alternative technologies;

•perceived utility, performance data and supporting research;

•regulatory approvals, compliance status and evolving standards; and

•shifts in industry needs across Life Sciences, applied markets and molecular

diagnostics.

We are making significant investments in intellectual property, software and

manufacturing capacity to support new automation platforms such as

QIAstat‑Dx and QIAcuity. These platforms follow a razor-razorblade model in

which the value of the instruments depends heavily on the timely expansion of

assay menus, availability of new test panels and the ability to scale production.

Delays in menu expansion, challenges in lifecycle management or production

capacity constraints may slow platform adoption and reduce expected

consumables demand.

Advancements in artificial intelligence—including AI‑driven bioinformatics,

automated interpretation tools and competitive AI‑curated data platforms—may

accelerate innovation cycles and shift customer expectations. If we are unable

to integrate or adapt to such emerging technologies, or if competitors adopt

them more effectively, our competitive position and long‑term growth prospects

could be adversely affected.

Slower‑than‑expected customer uptake of new systems may negatively impact

instrument and consumables sales, compress margins, and weaken our market

position. Higher fixed development and manufacturing costs may exert pressure

on gross margins and operating income until sufficient market traction is

achieved. In addition, production constraints, yield variability or delays in

scaling manufacturing capacity could limit availability of new products and

impair commercial performance.

If we fail to keep pace with innovation, address market demands, expand

product menus, or successfully scale production, our business, financial

condition and growth prospects could be materially impacted.

Insufficient ESG integration combined with environmental and circular‑economy

compliance shortcomings may adversely affect our operations and reputation.

Our efforts relating to environmental, social and governance (ESG) matters are

subject to risks, and the outcomes may not achieve the anticipated benefits or

align with evolving regulations and stakeholders’ expectations.

Sustainability‑related standards, disclosure requirements and evaluation criteria

continue to shift rapidly across jurisdictions, and we may be required to adjust

our practices, reporting processes and internal governance mechanisms in

response to emerging rules or divergent stakeholder views. As expectations

develop, including those connected to environmental performance, resource

efficiency and circular‑economy principles, we may need to expand our

reporting capabilities or adopt new operational approaches, which could

require significant management focus and the allocation of additional

resources.

Performance against our sustainability metrics may also depend on third

parties, such as suppliers or external service providers, whose practices we do

not fully control. This reliance increases the risk that inconsistencies in external

data, varying levels of maturity across supply chains, or limitations in oversight

could affect perceived or actual ESG performance and influence stakeholder

confidence. In certain instances, reporting obligations may require disclosures

that could negatively affect external perceptions of our activities or expose us to

scrutiny.

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In addition, our operations—and those of our partners—are subject to an

evolving set of environmental, health and safety laws. Failure to comply with

these requirements, or delays in adapting to new regulations, could result in

fines, penalties, or other enforcement actions. We may also face environmental

liabilities inherent to our activities or those of our manufacturing partners,

including obligations related to remediation or the handling of regulated

materials. As these regulatory frameworks become more stringent, we may be

required to incur substantial expenses to meet compliance expectations, which

could disrupt operations or affect our financial performance.

Taken together, increasing regulatory complexity, shifting stakeholder

expectations and potential environmental compliance obligations may heighten

our exposure to operational, financial and reputational risks.

Operational risks

The unplanned departure of critical personnel could disrupt business continuity,

delay projects and change recruitment plans.

Our ability to operate effectively depends on the retention of key personnel who

possess strategic, operational, technical or regulatory expertise that is essential

to our success. These individuals include senior leadership, functional heads

and subject matter experts across the Company. The loss of any of these

employees could disrupt business sustainability, delay decision-making

processes, or impede the execution of core initiatives. If we are unable to retain

or adequately replace such personnel, we may experience the loss of

intellectual capital, institutional knowledge and strategic relationships that are

critical to ongoing projects and regulatory or market commitments.

The departure of key personnel could delay regulatory filings, product

development activities or market expansion efforts, and may reduce credibility

with customers, partners, or regulators. Reliance on interim leadership, external

consultants or accelerated recruitment efforts could increase operating costs and

introduce operational inefficiencies. If successors do not possess requisite skills,

experience or influence, our ability to execute our strategic priorities could be

impaired. Any of these developments could materially and adversely affect our

business, financial condition and results of operations.

In November 2025, we announced that Thierry Bernard will step down as

Chief Executive Officer and Managing Director once a successor is appointed.

Following the announcement of Mr. Bernard's departure and prior to the

appointment of a successor, uncertainty regarding future leadership may create

distraction, affect employee morale and retention, delay decision-making, and

disrupt execution. We may experience adverse effects on our business if we are

unable to identify a suitable successor. Even after a successor is appointed, the

transition of leadership responsibilities and the successor’s integration into our

business, operations, and stakeholder relationships may result in disruption,

reduced effectiveness, or delays in the execution of our strategic and

operational priorities.

Inadequate sustainable operations and resilience planning may expose us to

prolonged outages, data loss, and regulatory penalties.

If elements of this framework are not fully aligned, consistently implemented or

periodically updated across the organization, resilience efforts may vary

between locations or functions. In such circumstances, assessments of critical

processes and dependencies may not always reflect evolving operational

needs, and recovery priorities may not be optimized for all potential scenarios.

Testing, review, and validation activities contribute to strengthening

preparedness. However, if these activities do not occur with sufficient

frequency, scope or coordination—or if evolving business priorities limit

participation—certain aspects of our resilience, posture may not be fully

evaluated under real-world conditions.

Should gaps in governance, assurance or coverage arise, disruptive events

such as supply chain interruptions, facility outages, system incidents or broader

crises could challenge our ability to maintain normal operations. We may

experience delays in certain activities, temporary interruptions to business

processes, or increased operational complexity. These circumstances could

affect our ability to meet some external commitments, result in higher operating

costs, or lead to reputational impacts with customers, partners or other

stakeholders. Given the global nature of our operations and exposure to

macroeconomic, geopolitical and operational uncertainties, such developments

could adversely affect our business, financial condition, or results of operations.

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Increasing customer demands for cost reductions and purchasing efficiencies may

restrict our pricing flexibility and affect our business.

Many customers are consolidating suppliers and negotiating bulk purchasing

agreements to lower costs, often through large distributors that secure

discounted pricing and direct purchasing control. To maintain access to these

customers, we may be required to offer lower prices to distributors, reducing

our margins.

Additionally, large customers, including the U.S. federal government, may seek

special pricing arrangements, such as blanket purchase agreements, further

limiting pricing flexibility.

For some customers, we have facilitated sales through distributors and value-

added partners at their request. If sales through intermediaries increase, our

gross profit and overall financial performance could be adversely impacted.

Expanding supply‑chain due‑diligence and reporting obligations, combined with

potential shortages, cost increases and logistics disruptions, may materially impact

our business performance.

Our business relies on a global supply chain that is increasingly affected by

evolving regulatory, operational and market‑driven risks, and outcomes may

not achieve the anticipated benefits or align with emerging expectations.

Expanding due‑diligence and transparency requirements—such as the German

Supply Chain Act, U.S. conflict‑minerals reporting rules, and proposed EU‑wide

frameworks like the Corporate Sustainability Due Diligence Directive—are

reshaping obligations across jurisdictions and may require enhanced supplier

oversight, deeper visibility into upstream tiers, and more comprehensive

documentation. Meeting these expectations may increase administrative effort,

necessitate updates to contractual terms, or require additional investment in

reporting capabilities.

At the same time, our operations depend on the availability, quality and

continuity of materials, components and logistics services sourced from a

diverse supplier base, including certain limited‑ or single‑source providers for

key raw materials such as specialized plastics, biological components and

chemicals. Vulnerabilities in supplier resilience—particularly among second‑

and third‑tier upstream partners or suppliers operating in high‑risk or

capacity‑constrained regions—may heighten the likelihood of disruptions,

requalification needs or accelerated alternative sourcing efforts. Insufficient

contractual governance, including agreements that do not fully mandate

continuity assurances, regulatory compliance or protection of intellectual

property, may further constrain our ability to enforce standards or ensure

supply‑chain reliability.

Broader macroeconomic and geopolitical factors—including inflationary

pressures, trade restrictions, regional instability or global logistics constraints—

may contribute to fluctuating costs, extended lead times or reduced supplier

reliability. Variability in supplier maturity, documentation practices or

compliance readiness may also create challenges in meeting regulatory or

customer expectations. Failure by us or our suppliers to comply with emerging

supply‑chain regulations or due‑diligence standards could result in enforcement

actions, limitations on market access, increased operational costs or

reputational impacts.

If we are unable to effectively navigate these regulatory developments or

mitigate supplier‑related, logistical or resource‑driven pressures, our operations,

commercial performance and stakeholder relationships could be adversely

affected. Collectively, these factors may influence our ability to maintain

continuity across the value chain and meet broader strategic objectives.

We rely on up-to-date systems and strong processes to meet evolving cyber laws,

strong cyber security governance and standards, if our cyber security governance,

data‑security practices or critical systems fail to keep pace with evolving

requirements, we may face unauthorized access, operational disruptions, fines

and reputational harm.

We rely on an interconnected digital environment—including internal systems,

cloud platforms, third‑party and vendor‑hosted services, and AI‑enabled tools—

to support operations and safeguard sensitive information. As the threat

landscape grows in sophistication and ecosystems become more complex, we

may face risks related to unauthorized access, loss or alteration of data,

disruption of critical services, or inconsistent application of security and privacy

practices across environments we manage and those managed by others. The

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pace of technology change—combined with legacy constraints, supplier

dependencies, and limited transparency into how external or AI‑driven

components are configured, trained, or controlled—may at times exceed the

maturity of our governance processes and make it challenging to uniformly

monitor or validate performance, data provenance, and protective controls.

In parallel, privacy, cyber security and digital‑compliance expectations

continue to evolve across jurisdictions and sectors. Meeting these requirements

may require additional documentation, testing, model/algorithm validation,

and reporting, as well as periodic updates to systems and processes. Delays or

gaps in adapting to new or emerging standards, or weaknesses in control

design or execution, could increase the likelihood of incidents or

non‑compliance. If such events occur—whether due to external attack (including

increasingly sophisticated or state‑sponsored actors), third‑party or

supply‑chain issues, inadvertent human actions, or technical failures—we could

experience service interruptions, constraints on data access or transfer,

increased remediation and investigative effort, or scrutiny from customers,

partners and regulators. In certain circumstances, these developments may

result in financial or operational consequences, contractual exposure,

enforcement actions or reputational impacts.

While we continue to invest in security capabilities, awareness, and oversight,

residual risk remains. Collectively, these factors could adversely affect our

operations, compliance posture, financial condition, stakeholder confidence, or

ability to meet broader strategic objectives.

We depend on artificial intelligence (AI) systems to support key business activities;

therefore, we may be affected by ethical, security, and operational failures that

expose us to new risks.

We increasingly rely on AI–enabled systems across our operations, digital

platforms and decision‑support processes, which may expose us to a range of

ethical, regulatory, security and operational risks. As AI technologies continue

to evolve rapidly, their capabilities, limitations and long‑term implications

remain only partially understood. The development, deployment and use of AI

may therefore introduce uncertainties that could affect the reliability of our

processes, the quality of our outputs, or the effectiveness of business activities

that depend on these tools.

Because AI capabilities are embedded to varying degrees within internally

developed systems as well as cloud‑based or vendor‑hosted solutions, we may

be exposed to risks arising from limited transparency into how underlying

models are trained, the types of data used, or the safeguards implemented by

third‑party providers. Flawed, biased or incomplete model outputs—or

premature reliance on insufficiently validated AI functionality—could influence

decision‑making, impede product development activities, delay new offerings

or otherwise affect operational performance. These challenges may also create

reputational or competitive harm if stakeholders perceive our use of AI as

unreliable, inappropriate or inconsistent with emerging sector expectations.

AI adoption may amplify existing cyber security and data protection risks. As

systems process larger data volumes, integrate cloud services or automate

complex workflows, vulnerabilities may arise that increase exposure to

unauthorized access, misuse of confidential information or inadvertent

disclosure of sensitive or personal data. Weaknesses in AI‑enhanced tools—

whether due to configuration errors, model failures or malicious exploitation—

may result in operational disruption, financial loss, regulatory scrutiny or legal

liability.

The regulatory landscape for AI is still developing, and new or forthcoming

requirements may impose additional obligations related to data provenance,

transparency, accountability, intellectual property, accuracy, safety or human

oversight. Compliance with rapidly evolving standards may require additional

documentation, validation, testing or governance controls, and could increase

operational complexity or limit how we deploy certain AI‑based capabilities.

Failure to meet these expectations may lead to legal penalties, heightened

supervisory attention or reputational harm.

In addition, divergent stakeholder views on responsible AI use may increase

scrutiny of how AI‑supported processes are designed, monitored and governed.

Demonstrating appropriate oversight, ensuring explainability of outputs, or

addressing bias‑related concerns may be challenging, particularly where AI

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components are embedded deep within broader systems. The novelty of AI

technologies may also expose us to risks that are not yet foreseeable, including

those related to competitive dynamics, intellectual property protection, ethical

considerations or unanticipated regulatory developments.

If we are unable to effectively manage these risks—such as ensuring adequate

model performance, maintaining robust governance and security controls,

adapting to evolving legal frameworks or meeting stakeholder expectations—

our operational resilience, compliance posture, financial performance or

reputation may be adversely affected.

Compliance risks

Evolving global data‑protection and privacy requirements may expose us to legal,

operational, and reputational risks if we are unable to consistently meet stringent

obligations across our clinical, commercial, marketing, and genetic‑data activities.

QIAGEN is exposed to an increasingly complex landscape of global

data‑protection and privacy requirements that govern how personal, customer,

clinical‑study and genetic information is collected, processed, stored and used

across our operations. These regulatory frameworks—including the General

Data Protection Regulation (GDPR), China’s Health and Medical Research

Ethics Committee (HGRAC) guidelines for clinical‑study data, regional privacy

laws in EMEA and APEC, and evolving standards governing sensitive

genetic‑data environments—continue to expand in scope and enforcement

intensity. As our activities involve handling significant volumes of personal and,

in some cases, highly sensitive information across diverse functions, any

shortcomings in our data‑governance practices could expose us to legal,

operational, and reputational risks.

Data‑privacy exposure arises in multiple parts of our business. Within

clinical‑research settings, our data‑management processes must conform to

stringent obligations for handling personally identifiable information from study

participants, and non‑compliance with these rules—including those under GDPR

and HGRAC—could lead to sanctions, delays, or limits on the conduct of

studies. In our commercial operations in EMEA the U.S. and APEC, the

collection, storage, and use of customer data remain subject to strict regulatory

requirements, and risks may arise if security measures or employee training do

not uniformly meet the standards required to prevent unauthorized access or

inadvertent disclosure. Our marketing activities introduce further exposure when

external data sets or purchased contact lists are used to expand our customer

base; ensuring that these data sources are compliant with the GDPR, CCPA or

other regional laws requires verification processes that, if not rigorously

executed, could result in unlawful processing, regulatory action or invalidation

of campaign efforts.

Certain business processes carry heightened privacy considerations. In our

Human Identification Devices (HID) business, the GEDmatch platform processes

raw genetic data, creating additional legal exposure if platform practices, user

expectations, consent structures or data‑sharing rights diverge from evolving

privacy requirements.

If despite our controls we fail to comply with applicable data‑protection laws or

are perceived to have mishandled personal, customer, clinical‑study or genetic

information, we could face class action law suits, substantial fines, mandatory

corrective actions, investigations, restrictions on data use and obligations to

modify or suspend certain activities. In addition, any breach of trust—including

through data‑privacy incidents, regulatory findings, litigation, or gaps

discovered during audits—could harm our reputation, weaken customer

relationships, reduce participation in genetic or clinical initiatives, and limit the

effectiveness of our commercial programs.

Although we have implemented controls such as data‑management standard

operating procedures, privacy‑governance frameworks, consent‑verification

mechanisms, system filters that prevent non‑compliant marketing outreach,

GDPR‑aligned event‑data processes, platform‑specific safeguards for genetic

information, and structured incident‑response procedures, we might be exposed

to potential risks. The fragmented nature of global regulations, ongoing

changes in enforcement practices, and the heightened sensitivity of certain data

sets mean that we may continue to face exposure that could adversely affect

our operations, financial position, or stakeholder confidence.

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We may be subject to costly patent litigation, intellectual property disputes or

licensing requirements that could impact our operations and financial

performance.

The biotechnology and Life Sciences industries are highly litigious regarding

patents and intellectual property rights, particularly as competitors develop

technologies based on common platforms. We are aware that third parties hold

patents related to sample and assay technologies, some of which are closely

related to those we use.

From time to time, we receive inquiries regarding potential patent infringement.

While we actively monitor developments and believe our technologies do not

infringe third-party rights, there is no guarantee that we will not face legal

challenges. If a dispute arises, we may be required to:

•Modify or discontinue certain products or processes

•Obtain costly licenses, which may not be available on favorable terms or at

all

•Engage in lengthy and expensive litigation to defend against infringement

claims or enforce our own patents

Additionally, proceedings before regulatory bodies such as the U.S. Patent and

Trademark Office or the International Trade Commission may be necessary to

determine the validity or scope of patents. Unfavorable rulings or settlement

obligations could negatively impact our business, financial condition and

competitive position.

Intellectual property litigation can be costly and time-consuming, diverting

management resources and potentially leading to significant financial liabilities.

Any adverse outcomes could materially affect our results of operations and

market position.

Unethical behavior and non-compliance with laws by our sales representatives,

consultants, commercial partners, distributors or employees could seriously harm

our business.

Our operations include doing business in countries with a history of corruption

and involve transactions with foreign governments. These factors may increase

the risks associated with our international activities. We are subject to the U.S.

Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act and other laws that

prohibit improper payments or offers of payments to foreign governments and

their officials and political parties by business entities for the purpose of

obtaining or retaining business. We have operations, agreements with third

parties and sales in countries known to experience corruption. Further

international expansion may involve increased exposure to these types of

practices. Our activities in these countries and others create risks of

unauthorized payments or offers of payments, non-compliance with laws or

other unethical behavior by any of our employees, consultants, sales agents or

distributors, that could be in violation of various laws, including the FCPA, even

though these parties are not always subject to our control.

Our policy is to implement safeguards to discourage these or other unethical

practices by our employees and distributors, including online and in-person

employee trainings, periodic internal audits and standard reviews of our

distributors. However, our existing safeguards and any future improvements

may not prove to be effective, and our employees, consultants, sales agents or

distributors may engage in conduct for which we might be held responsible.

Violations of the FCPA and other laws may result in criminal or civil sanctions,

which could be severe, and we may be subject to other liabilities, which could

negatively affect our business, results of operations and financial condition.

We depend on patents and proprietary rights that may fail to protect our business.

Our success depends to a large extent on our ability to develop proprietary

products and technologies and to establish and protect our patent and

trademark rights in these products and technologies. As of December 31,

2025, we owned 280 issued patents in the United States, 214 issued patents

in Germany and 1,569 issued patents in other major industrialized countries. In

addition, as of December 31, 2025, we had 353 pending patent applications,

and we intend to file applications for additional patents as our products and

technologies are developed.

The patent positions of technology-based companies involve complex and

uncertain legal and factual questions, with laws on patent coverage and

enforceability subject to change. U.S. patent applications remain secret until

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issued, and scientific or patent literature publications lag behind discoveries.

Thus, there is no guarantee that patents will be granted from our applications

or, if granted, that they will be broad enough to protect our technology. Issued

patents may be challenged, invalidated or circumvented, potentially diminishing

our competitive advantage and revenue as patents expire and competitors

develop similar products.

Some products use third-party licensed patents and technologies, which provide

competitive advantages but impose commercialization and sublicensing

obligations. Non-compliance could convert exclusive licenses to non-exclusive

or terminate them, leading to a loss of competitive edge and revenue.

We also protect trade secrets and proprietary know-how through confidentiality

agreements with employees and consultants. However, these agreements may

not offer meaningful protection or adequate remedies for unauthorized use or

disclosure, and trade secrets could become known or independently developed

by competitors.

Collaborations with academic researchers and institutions may result in third

parties acquiring rights to inventions developed during these partnerships.

Obtaining regulatory approval and complying with evolving regulations is costly

and time-consuming, potentially affecting our ability to commercialize products

and generate sales.

Operating in a highly regulated global environment exposes us to ongoing

uncertainty around approvals and compliance. Regulatory expectations

continue to shift across major markets, requiring continuous investment in

product development, documentation, quality systems, and monitoring.

Changes in regulations or interpretations may:

•Slow or block product approvals or modifications

•Increase compliance and operational costs

•Limit or interrupt the sale of certain products

Many of our key offerings fall under strict medical‑device and related

regulatory frameworks. Failure to meet evolving requirements—whether in

quality systems, labeling, documentation, or post‑market obligations—could

result in penalties, restrictions, or operational disruptions.

Additionally, products currently sold for research‑use‑only may become subject

to new regulatory expectations, requiring additional steps before they can

continue to be marketed.

Overall, regulatory evolution remains a material factor that can affect timelines,

costs, and market access across our portfolio.

Our business exposes us to potential product liability.

Our product marketing and sales involve inherent product‑liability risks.

Although we currently face no significant claims, future claims may arise,

particularly if product defects, quality issues or failures in our manufacturing

and control processes result in non‑conforming products or performance

concerns. Misuse or perceived misuse of our products—including in sensitive

forensic and human‑identification settings—could also lead to litigation or

reputational harm.

We must comply with laws governing product safety and the handling of

hazardous substances. Accidental contamination, chemical exposure or

injury‑related incidents could result in liability, regulatory action or financial

impact.

Financial risks

Changes in tax laws, regulatory interpretations or reductions in government tax

incentives could increase our effective tax rate, impact our financial flexibility, and

adversely affect our results of operations.

Our effective tax rate benefits from partially tax-exempt income through

intercompany operating and financing structures as well as regional tax rate

variations across our global operations. The statutory corporate tax rate in the

Netherlands is 25.8%, but income or losses in other jurisdictions may be taxed

at higher or lower rates.

Recent global tax reforms, including the OECD’s Pillar Two framework,

introduce a 15% global minimum tax that could significantly impact

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multinational businesses, including QIAGEN. The Netherlands has formally

enacted Pillar Two legislation, with certain provisions effective January 1,

2024, and others effective as of January 1, 2025. However, ongoing

discussions among the OECD and participating countries continue to shape its

implementation, creating uncertainty regarding administrative rules and

compliance requirements.

In addition to OECD-driven changes, shifts in U.S. tax policy due to political

uncertainty could lead to corporate tax rate adjustments, changes in transfer

pricing regulations and limitations on deductions for interest and foreign-related

expenses. These changes could increase our tax burden, affect our cash tax

payments and limit our ability to repurchase common shares without incurring

adverse tax consequences.

Furthermore, tax authorities or regulatory bodies, such as the European

Commission, may challenge our tax positions, transfer pricing arrangements or

tax credit eligibility, potentially resulting in additional tax liabilities. These

developments could materially impact our financial results, cash flow and ability

to accurately forecast tax-related expenses.

Our debt obligations may impact our financial condition and flexibility.

We carry significant debt with service obligations and restrictive covenants that

may limit our financial flexibility. High indebtedness increases the risk of

default, restricts our ability to borrow additional funds and could impact our

ability to generate sufficient cash flow to meet interest payments and debt

covenants. If we are unable to secure working capital, new financing or equity

funding, we may need to delay or reduce research and development

investments.

Our debt levels could:

•Limit our ability to make required debt payments

•Restrict access to financing for operations, capital expenditures or debt

service

•Reduce flexibility in responding to industry changes

•Increase vulnerability to economic downturns

Managing our debt effectively is critical to maintaining financial stability and

business continuity.

Our business may require substantial additional capital, which may not be

available on acceptable terms, or at all.

Future capital needs will depend on factors such as:

•Marketing, sales and customer support expenses

•Research and development investments

•Facility expansion

•Acquisitions of technologies, products or businesses

•Product demand and operational costs

•Debt repayment or refinancing

•Hedging activities and tax obligations

We expect to meet short-term capital needs through cash flow from operations

and cash on hand. As of December 31, 2025, we had $1.7 billion in long-

term debt and may choose to refinance these obligations.

If our existing resources become insufficient, we may need to raise funds

through public or private debt or equity financing. However, funding may not

be available on favorable terms, potentially requiring us to reduce or delay

research and development, production, marketing, capital expenditures or

acquisitions, negatively impacting our business. Additionally, issuing equity or

convertible securities could result in shareholder dilution.

Our strategic equity investments may result in losses.

We make strategic investments in businesses as opportunities arise, but these

investments may result in losses. We periodically evaluate their carrying value

based on factors such as recent stock transactions, financial statements and

market conditions. However, valuation fluctuations—driven by factors beyond

our control—may impact our financial results.

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Assessing the fair value of non-marketable Life Science investments is inherently

subjective, and if actual outcomes differ from assumptions, we may be required

to write down investments, leading to potential charges against earnings. There

is no guarantee that these investments will yield long-term benefits.

Our ability to accurately forecast quarterly results is impacted by the timing of

customer purchases, which are often concentrated in the final weeks or days of a

quarter.

Many customers delay purchase decisions until late in the quarter as they assess

budget availability and business needs. Additionally, revenue timing from

companion diagnostic partnerships can be unpredictable, further complicating

forecasts.

While we have historically relied on customer purchasing patterns to project

sales, deviations due to market fluctuations, economic conditions or changing

procurement trends can result in significant differences between projected and

actual results.

Due to these factors, we may not have sufficient real-time visibility to adjust

forecasts accurately. If sales fall short of expectations, the market price of our

Common Shares could be adversely affected.

An impairment of goodwill and intangible assets could reduce our earnings.

At December 31, 2025, our consolidated balance sheet included $2.7 billion

of goodwill and $386.4 million of intangible assets. Goodwill arises when the

purchase price of an acquisition exceeds the fair value of net assets, while

intangible assets represent finite-lived assets such as patents or trademarks.

Under U.S. GAAP, we must test goodwill for impairment annually or when

events indicate potential impairment. Intangible assets are reviewed for

impairment when changes in circumstances suggest their carrying value may

not be recoverable. These reviews are often conducted at an asset group level,

which for goodwill currently applies to the entire Company.

If impairment is identified, we must immediately record a charge to earnings,

which could adversely impact our financial results.

External risks

Global economic uncertainty, rising rates, and geopolitical tensions may disrupt

markets and supply chains, adversely affecting our operations and financial

performance.

Our global operations are exposed to a broad range of macroeconomic,

geopolitical and regulatory uncertainties that could adversely affect our

business, financial condition and results of operations. Changes in global

economic conditions—including inflationary pressures, tightening monetary

policies, fluctuating energy prices, rising interest rates and volatility in financial

markets – may influence customer purchasing behavior, impact access to

capital, and increase operating costs across our value chain. Shifts in trade

policies, import duties, and tariff regimes, including those arising from evolving

U.S.– China relations or regional policy actions, may create additional cost

burdens or restrictions on the flow of goods, potentially affecting supply chain

stability and market access.

Geopolitical developments, including regional conflicts, terrorist attacks,

sanctions, and sudden policy shifts, can disrupt global markets, weaken supply

chains and contribute to increased uncertainty in countries where we operate or

where our suppliers and customers are located. Recent conflicts and

geopolitical tensions have demonstrated the potential for sudden changes in

trade routes, logistics availability, and energy costs, as well as heightened risks

of cyber disruption and political instability. These conditions may also amplify

operational challenges for suppliers and third‑party logistics partners, further

affecting product availability or delivery timelines.

At the same time, we operate in a complex international tax and regulatory

environment that continues to evolve. Changes in national tax reforms,

international frameworks, or divergent local interpretations may require

adjustments to our compliance processes and could influence effective tax rates

or create additional reporting obligations. Broader policy developments—

including sanctions, trade restrictions, or regulatory tightening in certain

jurisdictions—may impact strategic planning and overall market predictability.

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If these economic, geopolitical, trade or regulatory pressures intensify, or if our

ability to respond to such developments is limited, we may experience

increased costs, reduced demand, supply chain interruptions, or constraints on

commercial activities. These developments may also influence the timing of

investment decisions, affect operational resilience, or alter stakeholder

confidence. Individually or collectively, these factors could adversely impact our

business performance, financial results or long‑term strategic objectives.

We may encounter delays in receipt, or limits in the amount, of reimbursement

approvals and public health funding, which may negatively impact our ability to

grow revenues in the healthcare market or our profitability.

Our growth and profitability in the healthcare and diagnostics markets are

influenced by the pace, scope, and consistency of reimbursement approvals

and public health funding.Delays or limits in reimbursement approvals and

public health funding may hinder our revenue growth and profitability in the

healthcare and diagnostics markets. Our ability to expand depends heavily on

the pace and consistency of reimbursement decisions from government

agencies, private insurers, and other payors. These decisions require extensive

scientific and economic evidence, can be slow and resource‑intensive, and are

not guaranteed to be favorable or sustained.

Payors have become increasingly cautious about covering new diagnostic

technologies, often limiting coverage or exerting pricing pressure. Insufficient or

variable reimbursement levels may constrain adoption, require pricing

adjustments, and negatively affect margins. Many customers also rely on

reimbursement support to drive market uptake, while global payors continue to

pursue cost‑containment measures that could reduce reimbursement rates.

In the United States, ongoing policy uncertainty—including potential changes to

the Affordable Care Act—may delay customer purchasing decisions. Under the

Protecting Access to Medicare Act (PAMA), Medicare rates for certain

diagnostic tests are tied to private‑payor pricing, a system that has historically

reduced reimbursement levels. Although recent legislation has delayed further

PAMA‑related cuts until 2027 and updated the reporting year to better reflect

current pricing, future rate‑setting remains uncertain. Proposed reforms, such as

the RESULTS Act, could influence future methodologies, but no lasting solution

has been enacted.

As a result, continued pressure on reimbursement rates may limit market

expansion and adversely affect our operating results.

Reduction in research and development budgets and government funding may

result in reduced sales.

Our customers include pharmaceutical and biotechnology companies,

academic institutions, and government and private laboratories. Demand for

our products is influenced by fluctuations in research and development budgets,

which can be impacted by funding availability, industry mergers, shifting

spending priorities and institutional policies. Any significant reduction in Life

Sciences research and development spending could adversely affect our

financial performance.

The pharmaceutical and biotechnology industries have undergone significant

restructuring and consolidation in recent years. Further mergers may result in

customer loss, reducing demand for our products and negatively impacting our

results.

We also sell to universities, government laboratories and private foundations,

many of which rely on government grants, particularly from agencies like the

U.S. National Institutes of Health (NIH), the largest source of Life Sciences

funding in the country. While research funding has increased in recent years,

future levels remain uncertain due to federal and state budget constraints.

Government funding decisions, which are subject to unpredictable political

processes, can cause purchasing delays and impact our sales.

Efforts to reduce budget deficits have previously included cuts to NIH and other

global research agencies. A reduction in government funding for Life Sciences

research could significantly impact our business and results of operations.

Competition could reduce our sales.

The markets for our products are highly competitive. Many competitors have

greater financial, operational, sales, marketing and research and development

resources. They may develop new technologies that compete with or render our

QIAGEN N.V. | Financial Report 2025

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Risks and Risk Management

products obsolete and could gain regulatory approval from agencies such as

the U.S. Food and Drug Administration (FDA) and international regulators.

Competitors offering superior technology, cost-effective solutions or faster

regulatory approval could adversely impact our sales and operations.

Our business growth depends on converting users from competing products to

our sample and assay technologies. However, switching suppliers can be time-

consuming and costly, as customers must integrate new products into their

workflows. If we fail to be first to market with innovative solutions, our

competitive position and sales may suffer.

Additionally, in commercial clinical diagnostics, we often compete with

laboratory-developed tests (LDTs) created by our customers. Converting users

from LDTs to our commercial assays remains a challenge, which may impact

our market adoption and revenue.

We rely on collaborative commercial relationships to develop and/or market

some of our products.

Our long-term strategy includes forming strategic alliances and marketing

arrangements with academic, corporate and other partners for developing,

commercializing and distributing our products. We may face challenges in

negotiating these collaborations and maintaining them, and partners might

develop competing products.

Our Precision Diagnostics business collaborates with pharmaceutical and

biotech companies to co-develop companion diagnostics for their drugs. The

success of these programs depends on our partners' commitment, clinical trial

outcomes and regulatory approvals. Sales of companion diagnostics are closely

tied to the commercial success of the related drugs.

Marketing QIAGEN products often relies on joint ventures or distributorships,

especially in emerging markets where we partner with local companies. The

success of these partnerships impacts our sales and profitability in these

regions.

Real or perceived defects in or misuse of our products could adversely affect our

results of operations, growth prospects and reputation.

We sell our products in over 160 countries, directly or through partners. Due to

our extensive operations, tracking end-user usage can be challenging. Misuse

or perceived misuse of our products could harm our reputation and customer

trust, impacting market acceptance.

Our customers, particularly in law enforcement and government, use our

products for critical applications like forensic testing and human identification.

They have low tolerance for defects, which could interfere with justice

administration and damage forensic evidence. Defects or misuse, real or

perceived, could lead to lost sales, increased service and replacement costs,

reputational damage, customer loss, liability for damages and resource

diversion, adversely affecting our business.

If our products are used unethically or unlawfully, it could harm our reputation

and operations. We strive to ensure ethical and lawful use but cannot

guarantee against misuse claims. Allegations of misuse, even if unfounded,

could damage our reputation.

Our brand and reputation are crucial for business success. Maintaining them

depends on delivering high-quality products and services. Negative reviews or

publicity, especially in media, could harm our reputation and sales, adversely

affecting our business and financial results.

Stock and shareholder risks

Fluctuations in results may impact the market price of our common shares.

Our operating results can vary significantly from quarter to quarter and year to

year, influenced by multiple factors, including:

•Demand for our products and customer purchasing cycles

•Timing of research budgets and commercialization efforts

•Government funding allocations affecting customer spending

•Regulatory approvals and research and development activities

QIAGEN N.V. | Financial Report 2025

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Risks and Risk Management

•Sales and marketing expenses, as well as exit activities

•New product launches by us or competitors

•Competitive market conditions and macroeconomic trends

•Exchange rate fluctuations affecting international revenue

We set expense levels based on anticipated sales trends, but actual sales and

earnings may deviate from expectations, leading to variability in financial

performance. As a result, our quarterly and annual results may not be indicative

of future performance. If our results fail to meet or exceed analyst or investor

expectations, the market price of our common shares could decline.

Our common shares may have a volatile public trading price.

The market price of our common shares has been highly volatile since our initial

public offering in September 1996. Our shares have been listed on the New

York Stock Exchange since January 10, 2018, after previously trading on

Nasdaq. Over the past two years, our stock price has ranged from $37.63 to

$51.88 and from €32.50 to €46.21 on the Frankfurt Stock Exchange. In

addition to overall stock market fluctuations, factors that may have a significant

impact on the price of our common shares include:

•New product launches or technological advancements by us or competitors

•Changes in collaborations or partnerships

•Quarterly financial performance and comparisons with peer companies

•Regulatory, tax or patent law changes

•Developments in intellectual property rights

•Government funding for Life Sciences research

•General market trends in diagnostics, pharmaceuticals and biotechnology

•Foreign exchange rate fluctuations

The stock market has experienced extreme price and volume fluctuations,

particularly affecting technology-based companies, often unrelated to their

operating performance. These broad market swings may negatively impact the

price of our common shares.

Future sales and issuances of our common shares could adversely affect our stock

price.

The future sale or issuance of a large number of our common shares could

negatively impact their market price. Dutch law allows a company to issue

shares up to its authorized share capital as specified in its Articles of

Association. Our authorized share capital is €9 million, divided into

410.0 million common shares, 40.0 million financing preference shares and

450.0 million preference shares, each with a €0.01 par value. As of

December 31, 2025, approximately 216.9 million common shares were

outstanding, with an additional 11.4 million reserved under stock plans,

including shares subject to outstanding awards. Furthermore, up to 27.1 million

shares may be issued upon conversion of debt. Most of our outstanding

common shares can be sold without restriction, except those held by affiliates,

which have resale limitations.

Shareholders could be subject to unfavorable tax treatment.

The tax treatment of an investment in our common shares may vary depending

on the jurisdiction in which a shareholder is subject to tax, the shareholder’s

particular circumstances and the manner in which the shares are held. Changes

in tax laws, regulations, administrative guidance or interpretations in relevant

jurisdictions, possibly with retroactive effect, could adversely affect the tax

consequences of the ownership or disposition of our common shares. In

addition, tax authorities could challenge the treatment applied by shareholders

or intermediaries. Any such developments could result in unfavorable tax

treatment for shareholders, including in respect of dividends, capital gains,

withholding, transfer or other taxes, and could adversely affect the value of,

and return on, an investment in our common shares.

In addition, for U.S. federal income tax purposes, we could be classified as a

passive foreign investment company, or PFIC, in any taxable year if either 75%

or more of our gross income is passive income or 50% or more of the value of

our assets is attributable to assets that produce passive income or are held for

QIAGEN N.V. | Financial Report 2025

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Risks and Risk Management

the production of passive income. Based on our income, assets and activities

for 2025, we do not believe that we were a PFIC for U.S. federal income tax

purposes, and we do not currently expect to become a PFIC in the foreseeable

future. However, the determination of PFIC status is made annually and

depends on the composition of our income, assets and activities from time to

time, as well as, in part, on the value of our assets, including goodwill, which

may be affected by changes in the market price of our common shares.

Accordingly, there can be no assurance that we will not be classified as a PFIC

for the current taxable year or any future taxable year, or that the IRS will not

challenge any determination we make with respect to our PFIC status. If we

were classified as a PFIC, U.S. holders of our common shares could be subject

to adverse U.S. federal income tax consequences.

Provisions of our Articles of Association and Dutch law and an option we have

granted may make it difficult to replace or remove management and may inhibit

or delay a takeover.

Our Articles of Association require a two-thirds shareholder vote, representing

over 50% of issued share capital, to suspend or dismiss Managing and

Supervisory Directors against their wishes. If proposed by the joint Supervisory

and Managing Boards, a simple majority is sufficient. Shareholders may also

overrule Board nominations with the same two-thirds vote and share capital

threshold. To prevent hostile takeovers, our Supervisory Board can issue

preference shares if a third party acquires 20% or more of share capital or is

deemed an "adverse person." This may discourage bids or lead to negotiations

for better terms.

In 2004, we granted the Dutch foundation Stichting Preferente Aandelen

QIAGEN the option to acquire preference shares equal to all outstanding

common shares minus one to block or delay an unfavorable change of control.

The foundation must act in our and stakeholders' interests when exercising this

option. Key restrictions on the Foundation’s ability to prevent or delay a change

of control include the following:

•protective shares may be issued only after a third party has publicly

announced an offer; and

•any such protective stake may be held for a maximum period of two years,

after which the Foundation must reduce its holding to below the 30% voting

rights threshold.

Note regarding forward-looking statements and risk factors

Our future operating results may be affected by various risk factors, many of

which are beyond our control. Certain statements included in this annual report

and the documents incorporated herein by reference may be forward-looking

statements within the meaning of Section 27A of the U.S. Securities Act of

1933, as amended, and Section 21E of the U.S. Securities Exchange Act of

1934, as amended, including statements regarding potential future net sales,

gross profit, net income and liquidity.

These statements can be identified by the use of forward-looking terminology

such as “believe,” “hope,” “plan,” “intend,” “seek,” “may,” “will,” “could,”

“should,” “would,” “expect,” “anticipate,” “estimate,” “continue” or other

similar words. Reference is made in particular to the description of our plans

and objectives for future operations, assumptions underlying such plans and

objectives, and other forward-looking statements. Such statements are based on

management’s current expectations and are subject to a number of factors and

uncertainties that could cause actual results to differ materially from those

described in the forward-looking statements.

We caution investors that there can be no assurance that actual results or

business conditions will not differ materially from those projected or suggested

in such forward-looking statements as a result of various factors.

Factors that could cause such results to differ materially from those described in

the forward-looking statements include those set forth in the risk factors above.

As a result, our future success involves a high degree of risk. When considering

forward-looking statements, readers should keep in mind that the risk factors

could cause our actual results to differ significantly from those contained in any

forward-looking statement.

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Page 43

Financial and Share Performance

Operating and Financial Review

This section contains a number of forward-looking statements, which are based

on current management expectations. Actual results may differ materially.

Among the factors that could cause actual results to differ from management’s

expectations are those described in Risk Factors and Note Regarding Forward-

Looking Statements and Risk Factors in this annual report. The discussion that

follows focuses on 2025 with comparisons to 2024. For discussion of the year

ended December 31, 2024 compared to 2023, refer to our 2024 Annual

Report.

Operating results

Overview

Financial highlights of 2025 include:

•Total net sales increased 6% in 2025 from 2024, driven by our pillars of

growth and by high recurring revenues, which accounted for approximately

90% of total net sales. Favorable currency movements against the U.S. dollar

had a positive impact on total net sales by one percentage point over the

prior year.

•The operating income margin in 2025 was 22.3% of sales compared with

4.9% in 2024. While the 2024 operating income margin included the

impact of the 2024 Efficiency Program discussed in Note 6 "Restructuring,"

the improvement in operating income margin also reflects a reduction in

operating expenses compared to 2024, driven by broad efficiency

improvements that facilitated reinvestments into growth initiatives.

•Net cash provided by operating activities decreased 3% to $654 million in

2025 from $674 million in 2024. Cash flows in 2025 included cash

restructuring payments for the 2024 Efficiency Program and reflected

increased working capital requirements.

Foreign Currencies

The reporting currency of QIAGEN N.V. is the U.S. dollar. The functional

currency of most of our subsidiaries are the local currencies of the countries in

which they are headquartered. All amounts in the financial statements of entities

whose functional currency is not the U.S. dollar are translated into U.S. dollar

equivalents at exchange rates as follows: (1) assets and liabilities at period-end

rates, (2) income statement accounts at average exchange rates for the period,

and (3) components of equity at historical rates. Translation gains or losses are

recorded in equity, and transaction gains and losses are reflected in net

income.

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Operating and Financial Review

Year Ended December 31, 2025, Compared to 2024

Net Sales


(in millions)	2025		2024
Product type	Net sales	% of net sales	Net sales	% of net sales	% change

Consumables and related revenues	$1,876.4	90%	$1,760.2	89%	+7%
Instruments	213.6	10%	218.0	11%	-2%
Net sales	$2,090.0		$1,978.2		+6%


(in millions)	2025		2024
Product group	Net sales	% of net sales	Net sales	% of net sales	% change

Sample technologies	$661.3	32%	$642.0	32%	+3%
Diagnostic solutions	803.1	38%	748.9	38%	+7%
PCR/Nucleic acid amplification	309.0	15%	300.5	15%	+3%
Genomics/NGS	241.8	12%	233.6	12%	+3%
Other	74.9	4%	53.2	3%	+41%
Net sales	$2,090.0		$1,978.2		+6%

Sample technologies include the sale of consumables kits and instruments

used to obtain DNA, RNA and proteins from biological samples. This product

group grew 3% in 2025 to $661.3 million on higher sales of consumables, in

particular automated kit sales. Favorable currency movements against the U.S.

dollar positively impacted the sales of sample technologies by more than one

percentage point in 2025 over the prior year.

Diagnostic solutions include the sale of regulated consumable kits and

instruments for use in clinical healthcare as well as revenues from our Precision

Diagnostics portfolio and companion diagnostic co-development projects with

pharmaceutical companies. Sales in this product group grew 7% in 2025 to

$803.1 million, driven by solid gains in the sale of consumables, while

instrument sales were lower compared to 2024. QIAstat-DX led the

performance, with sales rising 27% in 2025, driven by ongoing strong

instrument placements and solid consumables demand for all syndromic panels.

QuantiFERON-TB also grew 11% in 2025, supported by conversion from the

tuberculin test in all regions along with broader test-market expansion.

Favorable currency movements against the U.S. dollar positively impacted this

product group by approximately one percentage point in 2025 over the prior

year.

PCR/Nucleic acid amplification involves consumable kits used in non-

regulated applications. Overall product group sales grew 3% in 2025 to

$309.0 million, primarily driven by strong demand for consumables,

particularly in the QIAcuity digital PCR systems. QIAcuity delivered growth in

2025 as sales in consumables more than offset lower instrument sales impacted

by ongoing cautious spending among Life Sciences customers. Other PCR

consumables sales also grew compared to 2024, primarily driven by growth in

the Enzymes and human ID/Forensics portfolio. Favorable currency movements

QIAGEN N.V. | Financial Report 2025

Page 45

Operating and Financial Review

against the U.S. dollar contributed more than a one percentage point

improvement for this product group in 2025 compared with the prior year.

Genomics/NGS involves our portfolio of universal solutions as well as the full

QIAGEN Digital Insights (QDI) portfolio. Sales in this product group rose 3% to

$241.8 million in 2025, driven by higher sales from the QDI bioinformatics

sales, with underlying strong growth in the portfolio enhanced by contributions

from Genoox since its acquisition in mid-2025. Consumable sales on universal

NGS panels for use on any sequencer also delivered growth compared to

2024. Favorable currency movements against the U.S. dollar positively

impacted the sales in this product group by more than one percentage point in

2025 over the prior year.

Net Sales


(in millions)
Geographic region	2025	2024	% change

Americas	$1,086.5	$1,031.6	+5%
Europe, Middle East and Africa	712.8	648.5	+10%
Asia Pacific, Japan and Rest of World	290.7	298.2	-2%
Net sales	$2,090.0	$1,978.2	+6%

Net sales in the Americas region increased 5% in 2025, driven by improving

demand for QuantiFERON, QIAstat-Dx and QIAcuity consumables. Higher

sales were seen in the U.S. and Brazil, against lower results in Canada

compared to 2024.

Net sales in the Europe, Middle East and Africa (EMEA) region increased

10% to $712.8 million in 2025, primarily driven by the sales in Germany,

United Kingdom, France and Italy.

Net sales in the Asia Pacific, Japan and Rest of World region declined

2% in 2025, as lower demand in China offset higher sales in Australia and

Japan.

Gross Profit


(in millions)	2025	2024	% change

Gross profit	$1,299.5	$967.4	+34%
Gross margin	62.2%	48.9%

Variations in sales levels between periods can lead to fluctuations in gross

profit, as gross margin is affected by changes in the sales mix and performance

of individual products. In 2025, gross margin benefited from a favorable sales

mix, as sales of consumables and related products—which carry a higher gross

margin than instrumentation products—increased by 7%. Additionally, the

impact of the sales mix was also favorable within the instrumentation category,

where net sales declined by 2%, mitigating the effect of lower-margin products.

Furthermore, gross profit absorbed the negative impact of new tariffs.

The gross margin in 2025 is higher compared to 2024 in part due to total

restructuring charges of $295.1 million, which include $93.5 million of

inventory write-offs and $133.7 million of intangible asset impairments

recorded in connection with the 2024 Efficiency Program discussed in Note 6

"Restructuring."

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Page 46

Operating and Financial Review

Operating Expenses


(in millions)	2025		2024
(in millions)	Expenses	% of net sales	Expenses	% of net sales	% change

Sales and marketing	$458.0	21.9%	$450.9	22.8%	+2%
Research and development	187.5	9.0%	193.5	9.8%	-3%
General and administrative	125.7	6.0%	113.4	5.7%	+11%
Acquisition-related intangible amortization	8.0	0.4%	9.6	0.5%	-17%
Restructuring, acquisition, integration and other, net	54.5	2.6%	102.2	5.2%	-47%
Total operating expenses	$833.6	39.9%	$869.6	44.0%
Income from operations	$465.9	22.3%	$97.7	4.9%

Sales and marketing

Sales and marketing expenses increased 2% to $458.0 million in 2025 but

declined to 21.9% of sales from 22.8% in 2024. The overall increase in sales

and marketing expenses primarily reflects changes in freight and other supply

chain costs as well as an unfavorable currency impact of $7.6 million. Sales

and marketing expenses are primarily associated with personnel, commissions,

advertising, trade shows, publications, freight and logistics expenses, and other

promotional expenses. The increased use of digital customer engagement

continues to build on new customer habits and enhances customer engagement,

with a focus on greater efficiency and effectiveness.

Research and development

Research and development expenses decreased 3% to $187.5 million in 2025

and decreased to 9.0% of sales from 9.8% in 2024. The decrease reflects the

June 2024 decision to discontinue the NeuMoDx system, partially offset by a

$5.8 million unfavorable currency impact. We continue to focus on investments

targeted to drive sustainable growth. As we continue to discover, develop and

acquire new products and technologies, we expect to incur additional expenses

related to facilities, licenses and employees engaged in research and

development. Overall, research and development costs are expected to

increase as a result of seeking regulatory approvals, including U.S. FDA Pre-

Market Approval (PMA), U.S. FDA 510(k) clearance and EU CE approval of

certain assays or instruments. Further, business combinations, along with the

acquisition of new technologies, may increase our research and development

costs in the future. We have a strong commitment to innovation and expect to

continue to make investments in our research and development efforts.

General and administrative

General and administrative expenses increased 11% to $125.7 million in

2025 and increased to 6.0% of sales from 5.7% in 2024. These results reflect

investments in our information technology systems (including an upgrade of the

SAP enterprise resource planning system) and into cyber security measures

offset by efficiency gains across many administrative functions. General and

administrative costs include an unfavorable currency impact of $3.5 million in

2025. In the future, we expect to incur higher costs due to increased licensing

and information technology expenses, as well as increased cyber security costs.

Acquisition-related intangible amortization

Amortization expense on acquisition-related intangibles within operating

expense declined 17% to $8.0 million in 2025 from $9.6 million in 2024. The

decrease reflects the full amortization of certain acquired assets.

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Operating and Financial Review

Amortization expense related to developed technology and patent and license

rights acquired in business combinations are included in the cost of sales.

Amortization of trademarks and customer base acquired in business

combinations are recorded in operating expense under the caption

“acquisition-related intangible amortization.” Amortization expenses of

intangible assets not acquired in business combinations are recorded within

cost of sales, research and development, or sales and marketing line items

based on the use of the asset. Our acquisition-related intangible amortization

recorded in operating expenses will increase in the event of future acquisitions.

Restructuring, acquisition, integration and other net expenses

Restructuring, acquisition, integration and other net expenses decreased to

$54.5 million in 2025, or 2.6% of sales, from $102.2 million, or 5.2% of

sales, in 2024. Expenses incurred in 2025 primarily included charges related

to restructuring programs, as discussed further in Note 6 "Restructuring,"

namely the 2024 Efficiency Program and a continuation of efficiency measures

into the 2025 Restructuring Program. Expenses incurred in 2024 included

charges related to the 2024 Efficiency Program as well as integration costs

related to our acquisition of Verogen, Inc., in January 2023. We expect to

incur additional restructuring, acquisition, integration and other costs.

Other Income (Expense), net


(in millions)	2025	2024	% change

Interest income	$64.3	$68.0	-5%
Interest expense	(33.3)	(43.8)	-24%
Other expense, net	(6.7)	(0.7)	800%
Total other income, net	$24.4	$23.4	+4%

Interest income includes interest earned on cash, cash equivalents and short-

term investments, income related to certain interest rate derivatives as discussed

in Note 14 "Derivatives and Hedging" and other components including the

interest portion of operating lease transactions. The fluctuation in 2025

compared to the prior year was attributable to changing interest rates and the

duration and level of short-term investments held during the period.

Interest expense primarily relates to debt, as discussed in Note 16 "Debt" in the

accompanying notes to consolidated financial statements. The decrease in

2025 compared to 2024 is driven by the repayment of a portion of the 2027

Notes totaling $474.0 million and the repayment of one tranche of 2022

Schuldschein in July 2025 for $60.2 million, partially offset by the issuance of

the 2032 Notes in September 2025 totaling $750.0 million. Interest expense

was also lowered by capitalized interest associated with assets under

construction.

For the year ended December 31, 2025, other expense, net was $6.7 million

and included a loss of $8.4 million on foreign currency transactions and $2.5

million of investment impairment as further discussed in Note 10 "Investments,"

partially offset by $4.4 million of other income, primarily from equity method

investments.

For the year ended December 31, 2024, other expense, net was $0.7 million

and was comprised of other expense totaling $6.9 million primarily from

foreign currency transactions and impairments in equity method investments,

partially offset by $6.2 million of other income, primarily from equity method

investments.

Income Tax Expense


(in millions)	2025	2024	% change

Income before income taxes	$490.3	$121.1	+305%
Income tax expense	65.4	37.6	+74%
Net income	$424.9	$83.6

Effective tax rate	13.3%	31.0%

In 2025, our effective tax rate was 13.3% compared to 31.0% in 2024. Our

effective tax rate differs from the Netherlands' statutory tax rate of 25.8% due

QIAGEN N.V. | Financial Report 2025

Page 48

Operating and Financial Review

in part to our operating subsidiaries being exposed to statutory tax rates

ranging from zero to 35%. Fluctuations in the distribution of pre-tax income or

loss among our operating subsidiaries can lead to fluctuations of the effective

tax rate in the consolidated financial statements. We record partial tax

exemptions on foreign income primarily derived from operations in Germany.

These foreign tax benefits are due to a combination of favorable tax laws and

exemptions in these jurisdictions, including intercompany foreign royalty income

in Germany, which is statutorily exempt from trade tax. Further, we have

intercompany financing arrangements in which the intercompany income is

subject to lower statutory income tax rates. The Organization for Economic Co-

operation and Development (OECD) has implemented a global minimum

corporate tax of 15% for companies with global revenues and profits above

certain thresholds (referred to as Pillar Two) effective January 1, 2024. The

Netherlands formally enacted the Pillar Two legislation into domestic law. We

are subject to the top-up tax in relation to our operations in Poland in 2025.

See Note 17 "Income Taxes" to the consolidated financial statements for a full

reconciliation of the Netherlands' statutory income tax rate to the effective tax

rate.

In future periods, our effective tax rate may fluctuate due to similar or other

factors as discussed in “Changes in tax laws, regulatory interpretations or

reductions in government tax incentives could increase our effective tax rate,

impact our financial flexibility and adversely affect our results of operations” in

Risk Factors.

Legal proceedings

As of December 31, 2025, certain claims, suits or legal proceedings arising

out of the normal course of business have been filed or were pending against

QIAGEN N.V. or our subsidiaries. While no assurances can be given

regarding the outcome of any legal proceedings, based on information

currently available, we believe that the resolution of these matters is unlikely to

have a material adverse effect on our financial position or results of future

operations for QIAGEN N.V. as a whole. However, because of the nature and

inherent uncertainties of litigation, should the outcomes be unfavorable, certain

aspects of our business, financial condition, and results of operations and cash

flows could be materially adversely affected.

For information on legal proceedings, see Note 20 "Commitments and

Contingencies" of the Notes to Consolidated Financial Statements.

Liquidity and capital resources

To date, we have funded our business through internally generated funds, debt,

as well as private and public sales of equity. Our primary use of cash has been

to strengthen our business operations, to fund dividends and capital repayments

to shareholders and to repay debt, while our investing activities have focused

on capital expenditure requirements and acquisitions.


(in millions)	2025	2024

Cash and cash equivalents	$839.0	$663.6
Short-term investments	259.9	489.4
Total cash and cash equivalents and short-term investments	$1,098.9	$1,153.0

Working capital	$1,482.9	$917.8

Cash and cash equivalents are primarily held in U.S. dollars and euros, other

than those cash balances maintained in the local currency of subsidiaries to

meet local working capital needs. At December 31, 2025, cash and cash

equivalents had increased by $175.5 million from December 31, 2024,

primarily as a result of cash provided by operating activities of $654.3 million,

partially offset by cash used in investing activities of $305.3 million and cash

used in financing activities of $179.0 million, as discussed in the Cash Flow

Summary below.

QIAGEN N.V. | Financial Report 2025

Page 49

Operating and Financial Review


(in millions)	2025	2024

Net cash provided by operating activities	$654.3	$673.6
Net cash used in investing activities	(305.3)	(249.2)
Net cash used in financing activities	(179.0)	(422.9)
Effect of exchange rate changes on cash and cash equivalents	5.4	(6.0)
Net increase (decrease) in cash and cash equivalents	$175.5	($4.5)

Cash flow summary

Operating activities

For the year ended December 31, 2025, we generated net cash from

operating activities of $654.3 million compared to $673.6 million in 2024.

While net income was $424.9 million in 2025, non-cash components in

income included $193.7 million of depreciation and amortization, $50.4

million of share-based compensation and $22.4 million non-cash impairments

primarily recorded in connection with the programs discussed in Note 6

"Restructuring," as well as the impairment of an equity method investment as

further discussed in Note 10 "Investments." The decrease in net cash provided

by operating activities in 2025 compared to 2024 primarily includes a net

decrease in net operating assets driven by increased accounts receivable as

well as inventories, and decreased accounts payable and accrued and other

liabilities, including restructuring related payments. Because we heavily rely on

cash generated from our operating activities to fund our business, a decrease in

demand for our products, longer collection cycles or significant technology

advances by competitors could have a negative impact on our liquidity.

Investing activities

Approximately $305.3 million of cash was used in investing activities in 2025

compared to $249.2 million in 2024. Investing activities during 2025

consisted principally of $369.0 million for purchases of short-term investments,

$291.2 million of net cash paid for the acquisition of Genoox and Parse

Biosciences, $201.0 million in cash paid for purchases of property, plant and

equipment, $32.2 million paid to our derivative counterparties to collateralize

our derivative liabilities with them as discussed in Note 14 "Derivatives and

Hedging," and $6.1 million paid for intangible assets, partially offset by

$597.1 million from the redemption of short-term investments.

Cash used in investing activities during 2024 consisted principally of $685.9

million for purchases of short-term investments, $167.2 million for purchases of

property, plant and equipment and $4.1 million paid for intangible assets

partially offset by cash inflows of $585.0 million from the redemption of short-

term investments and $25.4 million received from our derivative counterparties

to collateralize our derivative liabilities with them.

Financing activities

For the year ended December 31, 2025, cash used in financing activities was

$179.0 million compared to $422.9 million in 2024. Financing activities

during 2025 included $534.2 million for the repayment of long-term debt,

$280.1 million capital repayment made as part of a synthetic share repurchase

discussed in Note 18 "Equity," $54.2 million of cash dividends paid, $27.3

million paid in connection with net share settlement for tax withholding related

to the vesting of stock awards and $16.1 million paid to our derivative

counterparties to collateralize derivative assets that we hold with them. This was

partially offset by $742.3 million received from the issuance of convertible

notes.

In 2024, cash used in financing activities totaled $422.9 million and consisted

of $601.5 million for the repayment of long-term debt, $292.1 million capital

repayment as part of a synthetic share repurchase and $34.2 million paid in

connection with net share settlement for tax withholding related to the vesting of

stock awards partially offset by $494.2 million received from the issuance of

convertible notes and $11.4 million received from our derivative counterparties

to collateralize derivative assets that we hold with them.

Other factors affecting liquidity and capital resources

As of December 31, 2025, we carry $1.7 billion of long-term debt, all of

which is long-term.

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Operating and Financial Review

In January 2026, we completed a synthetic share repurchase that combined a

direct capital repayment with a reverse stock split. The transaction was

announced on December 18, 2025, and executed on January 8, 2026, and

involved an approach used by various large, multinational Dutch companies to

provide returns to all shareholders in a faster and more efficient manner than

traditional open-market repurchases. A total $496.7 million was returned to

shareholders through the transaction, which reduced the total number of issued

common shares by approximately 5.0% to 206.8 million (of which 0.7 million

are held in Treasury shares) as of January 31, 2026.

In September 2025, we issued a $750.0 million aggregate principal amount of

2.0% coupon convertible notes due 2032 (2032 Notes). The 2032 Notes will

mature on September 4, 2032, unless converted in accordance with their terms

prior to such date as described more fully in Note 16 "Debt."

In June 2025, our shareholders approved a cash dividend totaling $54.2

million, which was paid in July 2025 as further discussed in Note 18 "Equity."

In January 2025, we completed a synthetic share repurchase that combined a

direct capital repayment with a reverse stock split. A total $280.1 million was

returned to shareholders through the transaction, which reduced the total

number of issued common shares by approximately 2.8%.

In December 2024, we renewed the €400 million syndicated revolving credit

facility with a tenor of five years, and with the ability to be extended twice by a

one-year period. No amounts were utilized during 2025. The facility can be

utilized in euros and bears interest of 0.550% to 1.500% above EURIBOR and

is offered with interest periods of one, three or six months. The interest rate

margin is subject to our leverage ratio. No amounts were drawn under the

syndicated revolving credit facility in 2025. We have additional credit lines

totaling €13.0 million with no expiration date. €8.2 million of these facilities

are used for bank guarantees and were not drawn in cash as of December 31,

2025.

In September 2024, we issued a $500.0 million aggregate principal amount of

2.5% coupon convertible notes due 2031 (2031 Notes). The 2031 Notes will

mature on September 10, 2031, unless converted in accordance with their

terms prior to such date as described more fully in Note 16 "Debt."

In January 2024, we completed a synthetic share repurchase that combined a

direct capital repayment with a reverse stock split. A total $295.2 million was

returned to shareholders through the transaction, which reduced the total

number of issued common shares by approximately 3%.

In July and August 2022, we completed a German private placement bond

(2022 Schuldschein), which was issued in various tranches totaling €370.0

million due in various periods through 2035 as described more fully in Note 16

"Debt." Interest rates are linked to our ESG performance. Following the July

2025 repayment of $60.2 million at maturity, $373.7 million remains

outstanding as of December 31, 2025.

In December 2020, we issued a $500.0 million aggregate principal amount of

zero-coupon convertible notes due in 2027 (2027 Notes). During the year on

the December 17, 2025, put date, $474.0 million of the 2027 Notes was

repaid at the election of the bondholders, after which the remaining

$26.0 million was reclassified to long-term debt. The remaining 2027 Notes

will mature on December 17, 2027, unless converted in accordance with their

terms prior to such date as described more fully in Note 16 "Debt."

In November 2018, we issued a $500.0 million aggregate principal amount of

cash convertible senior notes due in 2024 (2024 Notes), which were due and

repaid in November 2024.

In September 2017, we issued an aggregate principal amount of $400.0

million in cash convertible senior notes due in 2023 (2023 Notes), which were

due and repaid in September 2023.

In 2017, we completed a German private placement (2017 Schuldschein)

consisting of various tranches denominated in U.S. dollars or euros at either

floating or fixed rates and due at various dates through June 2027. As of

December 31, 2025, a total of $17.0 million is outstanding.

We have lease obligations, including interest, in the aggregate amount of

$182.8 million, of which $34.1 million was current as of December 31, 2025.

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Operating and Financial Review

We also have purchase obligations of $148.7 million and license commitments

of $18.5 million. In connection with certain acquisitions that we have

completed, QIAGEN could be required to make additional contingent cash

payments of up to $71.9 million based on the achievement of certain revenue

and operating results milestones. These obligations are further discussed in

Note 12 "Leases" and Note 20 "Commitments and Contingencies" in the

consolidated financial statements.

Liabilities associated with uncertain tax positions, including interest and

penalties, were estimated at $149.5 million as of December 31, 2025.

Ultimate settlement of these liabilities is dependent on factors outside of our

control, such as examinations by the respective taxing authorities and

expiration of statutes of limitation for assessment of additional taxes. Therefore,

we cannot reasonably estimate when, if ever, this amount will be paid.

We did not use special-purpose entities and did not have any off-balance sheet

financing arrangements during the years ended December 31, 2025, 2024

and 2023.

We expect that cash from financing activities will continue to be impacted by

issuances of our common shares in connection with our share-based

compensation plans, and that the market performance of our shares will impact

the timing and volume of the issuances. Additionally, we may make future

acquisitions or investments requiring cash payments, the issuance of additional

debt or equity financing.

We believe that funds from operations, existing cash and cash equivalents,

together with the proceeds from any public and private sales of equity, and

availability of financing facilities, would be sufficient to fund our planned

operations and expansion in the coming year. However, any global economic

downturn may have a greater impact on our business than currently expected,

and we may experience a decrease in the sales of our products, which could

impact our ability to generate cash. If our future cash flows from operations and

other capital resources are not adequate to fund our liquidity needs, we may be

required to obtain additional debt or equity financing or to reduce or delay our

capital expenditures, acquisitions or research and development projects. If we

could not obtain financing on a timely basis or at satisfactory terms, or

implement timely reductions in our expenditures, our business could be

adversely affected.

Quantitative and qualitative disclosures about market risk

Our market risk relates primarily to interest rate exposures on cash, short-term

investments and borrowings, and foreign currency exposures. Financial risk is

centrally managed and is regulated by internal guidelines, which require a

continuous internal risk analysis. The objective of our risk management is to

reduce the potential negative effects on earnings from changes in interest and

foreign exchange rates. Exposures are managed through operational methods

and financial instruments relating to interest rate and foreign exchange risks.

Derivatives and hedging

In the ordinary course of business, we use derivative instruments, including

swaps, forwards-options, and/or interest rate derivatives to manage potential

negative impact from foreign currency exposures and changes in interest rates.

The principal objective of such derivative instruments is to minimize the risks

and / or costs associated with global financial and operating activities. We do

not utilize derivative or other financial instruments for trading or speculative

purposes. We recognize all derivatives as either assets or liabilities on the

balance sheet, measure those instruments at fair value and recognize the

change in fair value in earnings in the period of change, unless the derivative

qualifies as an effective hedge that offsets certain exposures. In determining fair

value, we consider both the counterparty credit risk and our own

creditworthiness, to the extent that the derivatives are not covered by collateral

agreements with the respective counterparties. To determine our own credit risk,

we estimated our own credit rating by benchmarking the price of our

outstanding debt to publicly available comparable data from rated companies.

Using the estimated rating, we quantify our credit risk by reference to publicly

traded debt with a corresponding rating.

We also make use of economic hedges. Further details of our derivative and

hedging activities can be found in Note 14 "Derivatives and Hedging" in the

accompanying consolidated financial statements.

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Operating and Financial Review

Foreign currency exchange rate risk

As a global enterprise, we are subject to risks associated with fluctuations in

foreign currencies with regard to our ordinary operations. This includes foreign

currency-denominated receivables, payables, debt and other balance sheet

positions as well as future cash flows resulting from anticipated transactions

including intra-group transactions. We manage our balance sheet exposure on

a group-wide basis primarily using foreign exchange forward contracts, options

and cross-currency swaps.

A significant portion of our revenues and expenses are earned and incurred in

currencies other than the U.S. dollar. The euro is the most significant currency,

with others including the British pound, Chinese yuan, Japanese yen, and Swiss

franc. Fluctuations in the value of the currencies in which we conduct our

business relative to the U.S. dollar have caused and will continue to cause U.S.

dollar translations of such currencies to vary from one period to another.

Because of the number of currencies involved, the constantly changing currency

exposures, and the potential substantial volatility of currency exchange rates,

we cannot predict the effect of exchange rate fluctuations upon future operating

results. In general terms, depreciation of the U.S. dollar against our other

foreign currencies will increase reported net sales. However, this effect is, at

least partially, offset by the fact that we also incur substantial expenses in

foreign currencies.

We have significant production and manufacturing facilities in Germany, and

intercompany sales of inventory also expose us to foreign currency exchange

rate risk. Intercompany sales of inventory are generally denominated in the

local currency of the subsidiary purchasing the inventory in order to centralize

foreign currency risk with the manufacturing subsidiary. We use an in-house

bank approach to net and settle intercompany payables and receivables, as

well as intercompany foreign exchanged swaps and forward contracts for

eligible subsidiaries in order to centralize the foreign exchange rate risk to the

extent possible. In the past, we have entered into foreign exchange derivatives

including forwards, swaps and options to manage the remaining foreign

exchange exposure, and we may do so in the future.

Interest rate risk

Our Financial Risk Management Guideline allows for the use of interest rate

derivatives to achieve our risk management objectives. We did use interest rate

derivatives in the past to mitigate risk from our portfolio of interest-bearing

assets and liabilities, both external and intercompany. Based on a regular

monitoring of the underlying exposure we will consider the use of interest rate

derivatives in the future, if needed.

At December 31, 2025, we had $839.0 million in cash and cash equivalents

as well as $259.9 million in short-term investments. Interest income earned on

our cash investments is affected by changes in the relative levels of market

interest rates. We only invest in high-grade investment instruments. A

hypothetical adverse 10% movement in market interest rates would have

impacted our financial statements by approximately $3.9 million.

Borrowings against lines of credit are at variable interest rates. We had no

amounts outstanding against our lines of credit at December 31, 2025.

A hypothetical adverse 10% movement in market interest rates would not have

materially impacted our financial statements.

At December 31, 2025, we had $1.7 billion in long-term debt of which

$164.3 million is floating interest rate debt. A hypothetical adverse 10%

movement in market interest rates would not have materially impacted our

financial statements as the increased interest expense would have been

completely offset by increased interest income from our variable rate financial

assets.

Credit risk

Financial instruments that potentially subject us to concentrations of credit risk

are cash and cash equivalents, financial assets, and accounts receivable. We

attempt to minimize the risks related to cash and cash equivalents and financial

assets by dealing with highly rated financial institutions, and investing in a

broad and diverse range of financial instruments.

We have established guidelines related to credit quality and maturities of

investments intended to maintain safety and liquidity. Concentration of credit

risk with respect to accounts receivable is limited due to a large and diverse

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Operating and Financial Review

customer base, which is dispersed over different geographic areas. Allowances

are maintained for potential credit losses and such losses have historically been

within expected ranges. There were no significant concentrations of credit risk

during the reporting period. The maximum exposure to credit risk is represented

by the carrying amount of each financial asset in the balance sheet.

Credit risk is managed on a total Company basis, except for credit risk relating

to accounts receivable balances. Each local entity is responsible for managing

and analyzing the credit risk for each of their new customers before standard

payment and delivery terms and conditions are offered.

Counterparty risk

The financial instruments used in managing our foreign currency, equity and

interest rate exposures have an element of risk in that the counterparties may be

unable to meet the terms of the agreements. To the extent that derivatives are

not subject to mutual collateralization agreements, we attempt to minimize this

risk by limiting the counterparties to a diverse group of highly rated

international financial institutions. The carrying values of our financial

instruments incorporate the non-performance risk by using market pricing for

credit risk. However, we have no reason to believe that any counterparties will

default on their obligations and therefore do not expect to record any losses as

a result of counterparty default. To minimize our exposure with any single

counterparty, we have entered into master agreements with all derivatives

trading counterparties that require collateralization of the net market value of

outstanding positions.

Commodities

We have exposure to price risk related to anticipated purchases of certain

commodities used as raw materials in our products.

A change in commodity prices may alter the gross margin, but because of the

limited exposure to any single raw material, a price change is unlikely to have

a material unforeseen impact on earnings.

Policy on dividend distribution

To further support shareholder value, QIAGEN implemented a dividend policy

in 2025, and the first annual dividend was paid to shareholders after the

proposal was approved by shareholders at the Annual General Meeting (AGM)

in June 2025.

QIAGEN's objective is to provide shareholders with a steadily increasing

dividend, distributed on an annual basis after the AGM. Each year, the

Managing Board—after receiving prior consent from the Supervisory Board—

presents a dividend proposal at the AGM detailing the suggested payout for

the preceding year. The actual dividend declared depends on the presence of

distributable profits, accumulated earnings and available cash. Any dividend

proposal may also be influenced by factors such as anticipated future liquidity

needs, including investments to expand production capacity, as well as working

capital requirements, financing required for ongoing research and development

initiatives and potential acquisition opportunities. Additionally, any changes in

relevant tax or corporate legislation could impact the dividend proposal.

Dividends are distributed from retained earnings as reported in our annual

financial statements.

Credit rating

We currently do not have a public rating issued by any credit rating agency.

Critical accounting estimates

The preparation of our financial statements in accordance with accounting

principles generally accepted in the United States requires management to

make assumptions that affect the reported amounts of assets, liabilities and

disclosure of contingencies as of the date of the financial statements, as well as

the reported amounts of revenues and expenses during the reporting period.

Critical accounting estimates are those that require the most complex or

subjective judgments, often as a result of the need to make estimates about the

effects of matters that are inherently uncertain. Thus, to the extent that actual

events differ from management’s estimates and assumptions, there could be a

material impact to the financial statements. In applying our critical accounting

estimates, at times we used accounting estimates that either required us to make

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Operating and Financial Review

assumptions about matters that were highly uncertain at the time the estimate

was made, or it is reasonably likely that changes in the accounting estimate

may occur from period to period that would have a material impact on the

presentation of our results of operations, financial position or cash flows. Our

critical accounting estimates are those related to income taxes, share-based

compensation, acquisitions, amortized intangible assets, and fair value

measurements.

Income taxes

Calculation of our tax provision is complex due to our international operations

and the multiple taxing jurisdictions in which we operate. Some of our deferred

tax assets relate to net operating losses (NOL). The utilization of NOLs is not

assured and is dependent on generating sufficient taxable income in the future.

To the extent that our estimates of future taxable income are insufficient to utilize

all available NOLs, a valuation allowance will be recorded in the provision for

income taxes in the period the determination is made, and the deferred tax

assets will be reduced by this amount, which could be material. In the event that

actual circumstances differ from management’s estimates, or to the extent that

these estimates are adjusted in the future, any changes to the valuation

allowance could materially impact our financial position and results of

operations.

The calculation of our tax liabilities involves dealing with uncertainties in the

application of complex tax laws and regulations in many jurisdictions across

our global operations.The U.S. accounting standard that governs how

companies record and disclose income taxes in their financial statements, ASC

740, states that a tax benefit from an uncertain tax position may be recognized

when it is more likely than not that the position will be sustained upon

examination, including resolutions of any related appeals or litigation processes

on the basis of technical merits. We record unrecognized tax positions in

accordance with ASC 740 and adjust these liabilities when our judgment

changes as a result of the evaluation of new information not previously

available. Because of the complexity of some of these uncertainties, the ultimate

resolution may result in a payment that is materially different from our current

estimate of the unrecognized tax liabilities. These differences will be reflected

as increases or decreases to income tax expense in the period in which the new

information is available.

Share-based compensation

Our stock plan allows for the granting of stock rights, incentive stock options, as

well as for non-qualified options, stock grants and stock-based awards. We

grant performance-based stock units subject to performance periods of three

years. Thus, the estimates of performance achieved during the performance

period may be subject to significant changes from period to period as the

performance is completed. Any increase or decrease in share-based

compensation expense resulting from an adjustment in the estimated shares to

be released is treated as a cumulative catch-up in the period of adjustment. If

any of the assumptions or estimates used change significantly, share-based

compensation expense may differ materially from what we have recorded in the

current period.

Acquisitions

In line with our strategy,we enter into business combinations and must

determine whether an acquired entity is considered to be a business or an asset

or group of assets. A portion of the purchase price can only be allocated to

goodwill in a business combination. Transaction costs are expensed in a

business combination, yet capitalized in an asset acquisition. Contingent

payments and in-process research and development costs are also handled

differently. A set of assets is not a business if substantially all of the fair value of

the acquired gross assets is concentrated in a single asset or group of similar

identifiable assets. In determining whether an acquired entity is considered to

be a business or a set of assets, application of the "substantially all" threshold

requires judgment.

The purchase price allocation for acquisitions of a business requires extensive

use of accounting estimates and judgments to allocate the purchase price to the

identifiable tangible and intangible assets acquired, including in-process

research and development, and liabilities assumed based on their respective

fair values. An acquisition may include contingent consideration as part of the

purchase price. Contingent consideration is accounted for at fair value at the

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Operating and Financial Review

acquisition date, with subsequent changes to the fair value being recognized in

earnings.

We have made several acquisitions of businesses in recent years. The purchase

prices for the acquisitions were allocated to tangible and intangible assets

acquired and liabilities assumed based on their estimated fair values at the

acquisition dates. In most acquisitions, we engage an independent third-party

valuation firm to assist us in determining the estimated fair values of acquired

in-process research and development and identifiable intangible assets. Such a

valuation requires significant estimates and assumptions, including but not

limited to determining the timing and estimated costs to complete the in-process

projects, projecting regulatory approvals, estimating projected revenue and

related growth rates, estimating future cash flows, estimating customer attrition

rates, and developing appropriate discount rates. We believe the estimated fair

values of contingent consideration and assets acquired and liabilities assumed

are based on reasonable assumptions. However, the fair value estimates for the

purchase price allocations may change during the allowable allocation period,

which is up to one year from the acquisition date, if additional information

becomes available.

Amortized intangible assets

We assess amortized intangible assets for impairment immediately upon an

indicator of possible impairment. Intangibles are assessed for recoverability

considering the contract life, where applicable, and the period of time over

which the intangible will contribute to future cash flow. The unamortized cost of

intangible assets, where cash flows are independent and identifiable from other

assets, is evaluated periodically and adjusted, if necessary, if events and

circumstances indicate that a decline in value below the carrying amount has

occurred. Due to the numerous variables associated with our judgments and

assumptions, including assessments about alternative future use, and the effects

of changes in circumstances affecting the valuation, both the precision and

reliability of the resulting estimates are subject to uncertainty. As additional

information becomes known, we may change our estimates.

Fair value measurements

We have categorized our assets and liabilities that are measured at fair value,

based on the priority of the inputs to the valuation techniques, in a three-level

fair value hierarchy: Level 1 - using quoted prices in active markets for identical

assets or liabilities; Level 2 - using observable inputs other than quoted prices;

and Level 3 – using unobservable inputs. We primarily apply the market

approach for recurring fair value measurements, maximize our use of

observable inputs and minimize our use of unobservable inputs. We use the

mid-point price between bid and ask prices for valuing the majority of our

assets and liabilities measured and reported at fair value. In addition to using

market data, we make assumptions in valuing assets and liabilities, including

assumptions about risk and the risks inherent in the inputs to the valuation

technique.

Certain derivative instruments, which are classified in Level 2 of the fair value

hierarchy, are valued using industry-standard models that consider various

inputs, including time value, volatility factors, and current market and

contractual prices for the underlying instruments, as well as other relevant

economic measures. Substantially all of these inputs are observable in the

marketplace throughout the full term of the instrument, can be derived from

observable data, or are supported by observable prices at which transactions

are executed in the marketplace.

Certain acquisitions involve contingent consideration, the payment of which is

contingent on the occurrence of future events. Contingent consideration is

classified in Level 3 of the fair value hierarchy and is initially recognized at fair

value as a cost of the acquisition. After the acquisition, the contingent

consideration liability is remeasured each reporting period. The fair value of

contingent consideration is measured predominantly on unobservable inputs

such as assumptions about the likelihood of achieving specified milestone

criteria, projections of future financial performance, assumed discount rates,

and assumed weightings applied to potential scenarios in deriving a probability

weighted fair value. Significant judgment is used in developing these estimates

and assumptions both at the acquisition date and in subsequent periods. If

actual events differ from management's estimates, or to the extent these

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Operating and Financial Review

estimates are adjusted in the future, our financial position or results of

operations could be affected in the period of any change.

Additionally, our Level 3 instruments include nonmarketable equity security

investments. Under the measurement alternative, the carrying value is measured

at cost, less any impairment, plus or minus changes resulting from observable

price changes in orderly transactions for identical or similar investments of the

same issuer. Adjustments are determined primarily based on a market

approach as of the transaction date.

For other fair value measurements, we generally use an income approach to

measure fair value when there is not a market observable price for an identical

or similar asset or liability. This approach utilizes management’s best

assumptions regarding expectations of projected cash flows, and discounts the

expected cash flows using a commensurate risk-adjusted discount rate.

The above listing is not intended to be a comprehensive list of all our

accounting policies. In many cases, the accounting treatment of a particular

transaction is specifically dictated by generally accepted accounting principles

in the United States, with limited or no need for management’s judgment. There

are also areas in which management’s judgment in selecting available

alternatives may or may not produce a materially different result. See our

audited consolidated financial statements and notes thereto in this Annual

Report, containing a description of accounting policies and other disclosures

required by generally accepted accounting principles in the United States.

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QIAGEN Shares

Market environment

In 2025, the global economy continued to expand at a moderate pace as

inflation pressures eased and financial conditions stabilized in many major

markets. While growth remained below the long-term pre-pandemic average,

improved investor sentiment and resilient corporate results supported another

positive year for global equity markets.

In the United States, major equity indices delivered strong returns, driven

largely by continued momentum in technology and innovation-led sectors as

well as improving macroeconomic visibility. The S&P 500 gained about 16%

during the year, supported by solid corporate earnings and sustained investor

interest in artificial intelligence and digital transformation across industries.

European equity markets also delivered strong performance. The German DAX

Index posted gains of more than 20% in 2025, reflecting improving sentiment

toward European equities, declining inflation and continued demand for

globally competitive industrial and technology companies.

Within the life sciences and diagnostics sector, equity performance was more

mixed. After several years of extraordinary pandemic-driven demand, many

companies continued to adjust to more normalized market conditions. Investor

focus shifted toward companies demonstrating strong operational execution,

resilient recurring revenue streams and clear long-term innovation pipelines.

Global shares listed in the U.S. and Europe

QIAGEN's global shares have been traded in the United States since 1996

and are currently traded on the New York Stock Exchange (NYSE: QGEN) and

in Germany on the Frankfurt Stock Exchange (XETRA: QIA) since 1997. Since

2003, they have also been listed in the Frankfurt exchange's Prime Standard

segment, which requires stricter reporting and transparency standards, and are

traded on both the XETRA electronic platform and the Frankfurt Börse floor.

These shares provide equal rights to all shareholders and are available for

trading in U.S. dollars or euros on either exchange.

QIAGEN's listing on the NYSE allows us to tap into a broad base of

international investors, particularly in the U.S. The NYSE listing supports our

visibility in North American markets, where our products are widely used in

research and healthcare.

Our listing on the Frankfurt Stock Exchange caters to investors who want to

invest in QIAGEN through the euro and reflects the integration of QIAGEN into

the European economic landscape as a company headquartered in the

Netherlands along with a strong presence in Germany.

The dual listing on these important stock exchanges enhances QIAGEN’s global

investor base and improves liquidity for our Global Shares while increasing the

opportunity to attract investors, particularly those in the U.S. restricted to

holding only U.S. dollar-denominated investments, as well as international

investors who cannot invest in U.S. dollars.

Share price and liquidity

In 2025, QIAGEN, listed as QGEN on the NYSE and QIA on the Frankfurt

Stock Exchange, traded in a stable range amid mixed conditions for the Life

Sciences and diagnostics sector. On the NYSE, QGEN ended the year up

about 1%, while on the Frankfurt Exchange, QIA declined about 10%,

mirroring the results on the NYSE generally, in addition to weaker trends of the

euro against the U.S. dollar.

QIAGEN’s share performance reflected the continued normalization of demand

across the life sciences tools and diagnostics sector following the pandemic

period. While performance lagged the broader U.S. equity market, which

delivered strong gains in 2025, QIAGEN’s results were broadly in line with

industry peers and stronger than some companies that faced more significant

post-pandemic adjustments.

Our shares continued to offer high liquidity, with an average daily trading

volume of approximately 1.86 million in 2025, of which about 1.32 million

traded in the U.S. and about 0.54 million traded in Germany.

As of December 31, 2025, the free float, which affects weighting of QIAGEN

shares in various indexes, was approximately 99%.

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QIAGEN Shares

Shareholder structure

QIAGEN has a well-diversified, global investor base that includes over 400

identified institutional investors, with approximately 52% of shares held in

North America, 38% in Europe and the remainder in other regions. As of year

end of 2025, the Managing Board and Supervisory Board collectively held less

than 1% of QIAGEN’s outstanding common shares.

Market capitalization


		2025

Year-end market capitalization (in $ million)		9,755
Year-end market capitalization (in € million)		8,385

Annual shareholder meeting

At the Annual General Meeting on June 26, 2025, in Venlo, the Netherlands,

shareholders overwhelmingly approved all agenda items. A total of 80% of

QIAGEN shares were voted at the meeting, representing approximately 175.0

million of QIAGEN's 217.7 million issued shares as of the record date. Details

of attendance and voting results are available at corporate.QIAGEN.com.

Investor relations and shareholder engagement

QIAGEN is dedicated to providing shareholders, analysts and global

communities with clear, comprehensive and accessible information about its

performance, strategy, vision, mission and future prospects. Engagement efforts

include individual calls, roadshows and participation in broker-sponsored

investor conferences.

QIAGEN's Investor Relations team has been consistently recognized as having

one of the top teams in the EMEA region within the MedTech industry.

Investor events hosted by QIAGEN have been recognized for improving

investor access through our virtual "Deep Dive" format. Since December 2024,

we have held three publicly announced Deep Dive events to increase

transparency about our growth pillars, including virtual one-hour sessions.


	2025 Shareholder Structure by Geography


	2025 Shareholder Structure by Investor Type

QIAGEN N.V. | Financial Report 2025

Page 59

QIAGEN Shares

QIAGEN share indexes and prices - USA (NYSE)

Our shares have traded on the New York Stock Exchange (NYSE) since 2018

under the symbol QGEN. Before that, they traded on Nasdaq under the same

symbol after our initial public offering (IPO) in 1996.


New York Stock Exchange (NYSE)		2025

Year-end price		$44.97
High		$51.88
Low		$37.63
Average daily trading volume (in million shares)		1.32

The following tables set forth the annual high and low sale prices for the past

five years, the quarterly high and low sale prices for the past two years and the

monthly high and low sale prices for the past six months on the NYSE.


	High ($)	Low ($)

Annual:
2021	59.00	45.58
2022	55.12	40.38
2023	51.18	34.74
2024	47.44	39.03
2025	51.88	37.63


	High ($)	Low ($)

Quarterly 2024:
First Quarter	45.87	42.08
Second Quarter	46.01	39.03
Third Quarter	47.44	39.73
Fourth Quarter	46.66	40.35
Quarterly 2025:
First Quarter	47.93	37.63
Second Quarter	48.36	38.13
Third Quarter	51.88	43.74
Fourth Quarter	49.59	42.82
Quarterly 2026:
First Quarter (through March 16)	57.82	40.28


	High ($)	Low ($)

Monthly:
October 2025	49.59	44.85
November 2025	48.69	42.82
December 2025	48.13	44.51
January 2026	57.82	46.07
February 2026	53.30	47.37
March 2026 (through March 16)	49.71	40.28

QIAGEN N.V. | Financial Report 2025

Page 60

QIAGEN Shares

QIAGEN share indexes and prices - Germany (XETRA)

Our shares have traded on the Frankfurt Stock Exchange (Xetra) under the

symbol QIA since a secondary IPO in September 1997. In September 2021,

QIAGEN joined the DAX Index of the 40 largest German blue-chip companies

by market capitalization, placing us among the country's top publicly traded

companies.


Frankfurt Stock Exchange (XETR)		2025

Year-end price		€38.66
High		€46.21
Low		€32.50
Average daily trading volume (in million shares)		0.54

The following tables set forth the annual high and low sale prices for the past

five years, the quarterly high and low sale prices for the past two years and the

monthly high and low sale prices for the past six months on the Frankfurt Stock

Exchange.


	High (€)	Low (€)

Annual:
2021	51.56	37.38
2022	49.37	37.95
2023	48.36	32.74
2024	44.13	36.59
2025	46.21	32.50


	High (€)	Low (€)

Quarterly 2024:
First Quarter	42.19	38.77
Second Quarter	42.36	36.59
Third Quarter	42.81	36.75
Fourth Quarter	44.13	38.13
Quarterly 2025:
First Quarter	46.21	35.00
Second Quarter	41.51	32.50
Third Quarter	44.45	37.18
Fourth Quarter	42.48	37.00
Quarterly 2026:
First Quarter (through March 16)	48.80	35.28


	High (€)	Low (€)

Monthly:
October 2025	42.48	37.77
November 2025	42.09	37.00
December 2025	41.38	37.79
January 2026	48.80	38.25
February 2026	45.03	40.07
March 2026 (through March 16)	42.52	35.28

QIAGEN N.V. | Financial Report 2025

Page 61

Corporate Governance


62		Governance Structure
64		Managing Board
66		Supervisory Board
72		Board-Related Matters
74		Shareholder Meetings and Share Capital
80		Additional Information
85		Compensation of Managing Board Members and Supervisory Directors

QIAGEN N.V. | Financial Report 2025

Page 62

Governance Structure

We understand the significance of clear and transparent corporate governance

rules and have aligned our internal organization and processes with these

principles where appropriate. This section provides an overview of our

corporate governance structure and includes details of the information required

under the Dutch Corporate Governance Code 2025 (published at

www.mccg.nl) (the Dutch Code).

The Dutch Code is applicable to QIAGEN N.V. (in the following, also referred

to as QIAGEN or the Company) as a publicly listed company incorporated

under the laws of the Netherlands with a registered seat in Venlo, Netherlands.

The Dutch Code contains the principles and concrete provisions which the

persons involved in a listed company (including Managing Board members and

Supervisory Board members) and stakeholders should observe in relation to one

another.

QIAGEN is a "Naamloze Vennootschap," or N.V., a Dutch limited liability

company similar to a corporation in the United States. We have a two-tier

board structure under which QIAGEN is managed by a Managing Board that

consists of executive management and acts under the supervision of an

independent Supervisory Board (non-executives).

It is in the interest of QIAGEN and all of our stakeholders, including

shareholders, that each board performs its functions appropriately with a clear

division of responsibilities, inclusive of interactions with the General Meeting of

Shareholders (General Meeting) and the external auditor, to operate in a well-

functioning system of checks and balances.

The Supervisory Board follows the principle of increasing stakeholder value and

has always pursued the highest standards in corporate governance.

QIAGEN is committed to ensuring a corporate governance structure that best

suits its business and stakeholders and that complies with relevant rules and

regulations. Our corporate governance practices are generally derived from the

provisions of the Dutch Civil Code and the Dutch Corporate Governance Code,

although there are some minor deviations due to factors such as legal

requirements imposed by other jurisdictions in which QIAGEN's shares are

listed as well as due to industry standards. A brief summary of the principal

differences is presented in the section Dutch Corporate Governance Code -

Comply or Explain.

Requirements – U.S.

Our global shares are registered and traded in the United States on the New

York Stock Exchange (NYSE). Consequently, we must comply with requirements

of U.S. legislation, such as the Sarbanes-Oxley Act of 2002, as well as other

regulations enacted under U.S. securities law. In addition, we are subject to the

NYSE listing standards that are applicable to "foreign private issuers" such as

QIAGEN. A brief summary of the principal differences is presented under the

section NYSE Exemptions.

Requirements – EU and Germany

Our global shares are also listed in Germany on the Frankfurt Stock Exchange

in the Prime Standard segment, where QIAGEN is a member of the DAX Index

of the 40 largest blue-chip stocks in Germany. QIAGEN is also a member of

the TecDAX Index composed of the country’s leading technology companies.

Accordingly, we are required to follow the applicable European regulations

and German capital market laws, in particular the EU Market Abuse Regulation

No 596/2014 and the German Securities Trading Act

(Wertpapierhandelsgesetz).

We believe all of our operations are carried out in accordance with legal

frameworks, including Dutch Corporate Law, U.S. laws and regulations, EU

regulations and applicable German and U.S. capital market laws.

QIAGEN N.V. | Financial Report 2025

Page 63

Governance Structure

QIAGEN operates under a two-tier corporate structure

General Meeting

•Each share carries one vote

•Decisions on key topics (e.g., authorizations to Supervisory Board to issue shares and repurchase shares,

adoption of the remuneration policies for the Managing Board and Supervisory Board and the appointment

of independent auditors)

Reports to

Elects and ratifies

Reports to

Elects and ratifies

Close cooperation

for the benefit of

the company

Executive Committee

Managing Board

Supervisory Board

•Comprised of experienced leaders

across the company allowing for

functions, businesses and markets to

be represented at the highest level

•The Managing Board is accountable

for the actions and decisions by the

Executive Committee

•Top management body of

QIAGEN N.V.

•Decisions on issues of business policy

and corporate strategy as well as

annual and multi-year plans

•Three committees

–Audit

–Compensation & Human Resources

–Nomination & Governance

Informs and

reports to

Advises, oversees,

approves

Reports to

Selects

Reports to

Scientific Advisory Board

•Provides insights to support discussions

on breakthrough innovations

Selects

QIAGEN N.V. | Financial Report 2025

Page 64

Managing Board

General

Charged with ensuring the continued success of QIAGEN and its subsidiaries,

the Managing Board sets the strategic direction, with a particular focus on

sustainable long-term value creation. It is tasked with developing and enforcing

policies, monitoring worldwide business functions and risk management, and

upholding financial integrity and conformity with pertinent legislation. The

Managing Board has chosen to work with an Executive Committee, which is

responsible for carrying out operational tasks. The Managing Board oversees

how the Executive Committee performs and assumes responsibility for its

decisions and actions. Through its leadership, the board steers QIAGEN

toward its goals and accomplishments across all regions.

The Managing Board is also responsible for financing, managing the risks

associated with our business activities and complying with all relevant

legislation and regulations. The Managing Board (specifically the Chief

Financial Officer) is informed of the findings of the Internal Audit function,

which operates under the direct responsibility of the Supervisory Board through

the Audit Committee.

The Managing Board provides timely information to the Supervisory Board for

discussions on the development of QIAGEN and, in particular, reviews internal

risk management and control systems with the Audit Committee.

The Managing Board is accountable for the performance of its duties to the

Supervisory Board and the General Meeting. In discharging its duties, the

Managing Board takes into account the interests of all stakeholders, including

shareholders, in a commitment to sustainable long-term value creation.

Composition and appointment

The Managing Board consists of one or more members as determined by the

Supervisory Board. The Managing Board members are appointed by the

General Meeting upon a binding nomination by the Joint Meeting of the

Supervisory Board and the Managing Board (the Joint Meeting). The General

Meeting may overrule the binding nature of any nomination by a resolution

adopted by at least a two-thirds majority of the votes cast, if such majority

represents more than half of the issued share capital.

Managing Board members are appointed annually for one-year terms for the

period beginning on the day following the Annual General Meeting up to, and

including, the day of the Annual General Meeting held in the following year.

Managing Board members may be suspended and dismissed by the General

Meeting by a resolution adopted by a two-thirds majority of the votes cast, if

such majority represents more than half of the issued share capital, unless the

proposal was made by the Joint Meeting, in which case a simple majority of

votes cast is sufficient. Furthermore, the Supervisory Board may, at any time,

suspend (but not dismiss) a member of the Managing Board.

QIAGEN N.V. | Financial Report 2025

Page 65

Managing Board

The following were our Managing Board members for the year ended

December 31, 2025:



		Thierry Bernard joined QIAGEN in February 2015 to lead our growing presence in molecular diagnostics, which involves the application of Sample to Insight solutions for molecular testing in human healthcare. He was named Chief Executive Officer in March 2020 after serving in this role on an interim basis and became a member of the Managing Board in 2021. Before joining QIAGEN, Mr. Bernard spent 15 years at bioMérieux SA in roles of increasing responsibility, most recently serving as Corporate Vice President for Global Commercial Operations, Investor Relations and the Greater China Region. Earlier in his career, he held senior management positions at several other leading international companies. In 2024, he joined the Board of Directors of Neogen Corporation and from March 2023 until January 2026, he served as Chair of the AdvaMedDx Board of Directors, a U.S. industry trade association. Mr. Bernard has earned degrees and certifications from Sciences Po, LSE, the College of Europe, Harvard Business School, Centro de Comercio Exterior de Barcelona and has been appointed Conseiller du Commerce Extérieur by the French government. Mr. Bernard will step down as CEO after the appointment of a successor which is planned to occur in 2026.

Thierry Bernard

Chief Executive Officer (1964, U.S./French)



		Roland Sackers joined QIAGEN in 1999 as Vice President Finance and has been Chief Financial Officer since 2004. In 2006, Mr. Sackers became a member of the Managing Board. From 1995 to 1999, he was an auditor at Arthur Andersen Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft. Since 2019, Mr. Sackers has served on the Supervisory Board of Evotec SE, a publicly listed company based in Germany, becoming Chair of the Audit Committee in 2019 and Vice Chair of the Supervisory Board in 2021. He is also Chair of the Board of the German industry association BIO Deutschland. Mr. Sackers earned his Diplom- Kaufmann from the University of Münster.

Roland Sackers

Chief Financial Officer (1968, German)

Executive Committee

Our Managing Board, which has two members, has chosen to work with an

Executive Committee and is accountable for the actions and decisions of the

Executive Committee. The Executive Committee is comprised of the CEO, the

CFO and certain experienced leaders, allowing for functions, businesses and

markets to be represented at the highest levels. Under the leadership of the

CEO, the members of the Executive Committee share powers and

responsibilities for the operational management of the Company and the

achievement of its objectives and results.

QIAGEN N.V. | Financial Report 2025

Page 66

Supervisory Board

General

The Supervisory Board supervises the policies of the Managing Board, the

general course of our business and our strategy for, among other things,

sustainable long-term value creation. The Supervisory Board assists the

Managing Board by providing advice related to the business activities of

QIAGEN. Meetings are held in the absence of the Managing Board for select

topics at each regular meeting. In discharging its duties, the Supervisory Board

takes into account the interests of QIAGEN and all stakeholders, including

shareholders, in its aim to create long-term value. The Supervisory Board is

responsible for the quality of its own performance. In this respect, the

Supervisory Board conducts an annual self-evaluation which periodically takes

place under the supervision of an external expert. Our Supervisory Board has

specified matters requiring its approval, including decisions and actions that

would fundamentally change our assets, financial position or results of

operations.

Composition and appointment

The Supervisory Board consists of at least three members, or a larger number as

determined by the Joint Meeting. Members of the Supervisory Board are

appointed by the General Meeting upon the Joint Meeting having made a

binding nomination for each vacancy. However, the General Meeting may

overrule the binding nature of any nomination by a resolution adopted by at

least a two-thirds majority of the votes cast, if such majority represents more

than half of the issued share capital.

The Supervisory Board shall be composed in a way that enables it to carry out

its duties properly and enables its members to act critically and independently

of one another, of the Managing Board and of any one particular interest. As a

result, the Supervisory Board has adopted a profile, in terms of its size and

composition, that takes into account the nature of our business, its activities and

the desired diversity, expertise and background of the Supervisory Board

members. The Supervisory Board's diverse expertise enables them to assess and

review business implications associated with sustainability targets, ensure

effective risk management and oversee both financial and non-financial

reporting requirements. The current profile of the Supervisory Board can be

found on our website (www.qiagen.com). The Supervisory Board has

appointed a Chair from among its members, who is subject to adhere to the

duties assigned by the Articles of Association and the Dutch Code.

Members of the Supervisory Board are appointed annually for the period

beginning on the day following the Annual General Meeting of our

shareholders up to, and including, the day of the Annual General Meeting held

in the following year. Members of the Supervisory Board may be suspended

and dismissed by the General Meeting by a resolution adopted by a two-thirds

majority of the votes cast, if such majority represents more than half of the

issued share capital, unless the proposal was made by the Joint Meeting, in

which case a simple majority of votes cast is sufficient.

Our Supervisory Board is composed of individuals with diverse expertise,

backgrounds, nationalities and professional experiences, ensuring a well-

rounded and effective leadership team. The desired qualifications and

composition of the Supervisory Board are outlined in its charters, which are

available on our website under "Supervisory Board."

Supervisory Board committees

At the end of 2025, the Supervisory Board had established three Committees --

Audit, Compensation & Human Resources, and Nomination & Governance —

from among its members. (The Science & Technology Committee was

disbanded at the end of 2025 in favor of unifying these discussions in the

Scientific Advisory Board, a group of experts that reports its findings to the

Supervisory Board and Managing Board.)

•Audit Committee – primary responsibilities include serving as an independent

and objective body that monitors QIAGEN’s accounting and financial

reporting processes, internal controls, compliance systems and risk

management, including cyber security risks.

•Compensation & Human Resources Committee – primary responsibilities

include overseeing programs, policies and practices related to human capital

management, including talent development, workplace culture and fair and

inclusive hiring practices.

•Nomination & Governance Committee – primary responsibilities include

defining selection criteria and appointment procedures for members of the

QIAGEN N.V. | Financial Report 2025

Page 67

Supervisory Board

Supervisory Board and Managing Board as well as periodically evaluating

the scope, composition and effectiveness of both boards.

Committee members are appointed annually by the Supervisory Board for one-

year terms. Charters have been approved by the Supervisory Board under

which each of the committees operates. These charters are published on our

website at www.qiagen.com under "Supervisory Board." Additional

committees can be established, or existing committees modified, based on the

terms of the charter, as deemed beneficial.

Independence

QIAGEN is in compliance with the NYSE listing standards that require a

majority of the Supervisory Board Members to be independent.

Additionally, the Dutch Code distinguishes between certain independence

criteria that may be fulfilled by not more than one Supervisory Board member

(e.g., prior employment with the Company, receiving personal financial

compensation from the Company or having an important business relationship

with the Company) and other criteria that may not be fulfilled by more than the

majority of the Supervisory Board members. In some cases, Dutch

independence requirements are more stringent, such as by requiring a longer

“look back” period (five years) for former executives to become Supervisory

Board members.

In other cases, the NYSE rules are more stringent, such as having a broader

definition of disqualifying affiliations. All of our Supervisory Board members are

considered as independent under the Dutch Code and NYSE requirements.

QIAGEN N.V. | Financial Report 2025

Page 68

Supervisory Board

Supervisory Board members

The following is a brief summary of Supervisory Board members for the year

ended December 31, 2025:



		Stephen H. Rusckowski joined the Supervisory Board in April 2023 and has served as Chair of the Supervisory Board since the Annual General Meeting in June 2025. He is a member of the Compensation & Human Resources Committee and since March 2024, he has been Chair of the Nomination & Governance Committee. He most recently served as Chairman, President and Chief Executive Officer of Quest Diagnostics. He joined Quest Diagnostics as President and Chief Executive Officer in May 2012 and was named Chairman in 2016. He stepped down from his role as President and CEO in 2022, and as Chairman in early 2023. Prior to joining Quest Diagnostics, Mr. Rusckowski was CEO of Philips Healthcare, which he joined in 2001 when Philips acquired the Healthcare Solutions Group that he was leading at Hewlett- Packard/Agilent Technologies. Mr. Rusckowski also serves on the Board of Directors of Oracle Corporation, and previously served as a member of the Board of Directors of Tenet Healthcare Corporation, Xerox Holdings Corporation, Covidien plc and Baxter International Inc. He earned a bachelor’s degree in mechanical engineering from Worcester Polytechnic Institute and a master’s in management from the Massachusetts Institute of Technology’s Sloan School of Management.

Stephen H. Rusckowski

Committees: Compensation & Human Resources; Nomination & Governance (Chair) (1957, U.S.)

		Skills and qualifications
		•Former CEO of Quest Diagnostics, one of the world's largest clinical laboratory company •Global leader with a strong record of growth and operational execution •Contributes insights from public company boards and governance experience



		Metin Colpan, Ph.D., is a co-founder of QIAGEN and was the Chief Executive Officer and a Managing Director from 1985 to 2003. Dr. Colpan has been a member of the Supervisory Board since 2004 and has been a member of the Nomination & Governance Committee since 2015. Prior to co-founding QIAGEN, Dr. Colpan was an Assistant Investigator at the Institute for Biophysics at the University of Düsseldorf. He has extensive experience in sample technologies, in particular the separation and purification of nucleic acids, and has many patents in the field. Dr. Colpan obtained his doctorate and master’s degree from the Darmstadt Institute of Technology.

Dr. Metin Colpan

Committees: Science & Technology (Chair); Nomination & Governance (1955, German)

		Skills and qualifications
		•QIAGEN co-founder and former CEO with deep institutional knowledge •Pioneer in sample technologies and nucleic acid purification •Contributes deep insight into QIAGEN’s technologies, products and strategy

QIAGEN N.V. | Financial Report 2025

Page 69

Supervisory Board



		Toralf Haag, Ph.D., joined the Supervisory Board and Audit Committee in 2021 and is Chair of the Audit Committee. Since September 2024, Dr. Haag is Chief Executive Officer and Chairman of the Executive Board of Aurubis AG, a publicly listed German company. In May 2025, Dr. Haag joined the Board of Directors of NV Bekaert SA, a publicly listed Belgian company. Previously, Dr. Haag was Chief Executive Officer and Chairman of the Corporate Board of Management of Voith GmbH & Co. KGaA, a privately held German technology company. Before joining Voith as Chief Financial Officer in 2016, Dr. Haag served for more than 11 years as Chief Financial Officer and member of the Executive Committee of Lonza Group AG. Dr. Haag earned a degree in business administration from the University of Augsburg and a Ph.D. from the University of Kiel.

Dr. Toralf Haag

Committee: Audit (Chair and Financial Expert) (1966, German)

		Skills and qualifications
		•CEO of a global industrial company with international leadership experience •Former CFO of Lonza with a strong record in transformation and operational performance •Contributes deep capital markets and financial expertise



		Ross L. Levine, M.D., joined the Supervisory Board and its Science & Technology Committee in 2016. In 2021, he became Chair of QIAGEN’s Scientific Advisory Board. A physician-scientist focused on researching and treating blood and bone-marrow cancers, Dr. Levine is the Laurence Joseph Dineen Chair in Leukemia Research, the Chief of Molecular Cancer Medicine and an Attending Physician at Memorial Sloan Kettering Cancer Center, and Professor of Medicine at Weill Cornell Medicine. Board-certified in internal medicine and hematology-oncology, Dr. Levine received a bachelor’s degree from Harvard College and his M.D. from The Johns Hopkins University School of Medicine. Prof. Dr. Levine stepped down from the Supervisory Board in January 2026 following his appointment to a new leadership role as Chief Scientific Officer at Memorial Sloan Kettering Cancer Center. He will continue to lead our Scientific Advisory Board.

Prof. Dr. Ross L. Levine

Committee: Science & Technology (1972, U.S.)

		Skills and qualifications
		•Leading physician-scientist in oncology and molecular cancer medicine •Leads discussions on innovation as Chair of the QIAGEN Scientific Advisory Board •Contributes deep expertise in molecular research and emerging clinical trends

QIAGEN N.V. | Financial Report 2025

Page 70

Supervisory Board



		Bert van Meurs joined the Supervisory Board and the Nomination & Governance Committee in April 2024. He is a member of the Executive Committee at Royal Philips N.V. of the Netherlands, where he serves as Executive Vice President and Chief Business Leader of Image Guided Therapy, and also as Chief Business Leader of Precision Diagnosis (ad interim) responsible for Diagnosis and Treatment. He has more than 40 years of experience since joining Philips in 1985 in various global business leadership positions. He has a master’s degree in physics from the University of Utrecht and a degree in business marketing from the Technical University of Eindhoven, both in the Netherlands.

Bert van Meurs

Committee: Nomination & Governance (1961, Dutch)

		Skills and qualifications
		•Global healthcare executive with over 40 years of leadership at Philips •Deep expertise in medical technology, imaging and digital health •Contributes insights into global healthcare markets and innovation trends



		Eva van Pelt joined the Supervisory Board and the Audit Committee in March 2024. She most recently served as Co-CEO and member of the Management Board of Eppendorf Group, a privately held German Life Sciences company. Prior to her time at Eppendorf, she held various international management positions of increasing responsibility with Siemens, Accenture, Hitachi Data Systems and Leica Microsystems. She also serves as a member of the Supervisory Board of Paul Hartmann AG, a publicly listed German healthcare company, and as President of the German-Dutch Chamber of Commerce. She earned a Diplom-Kauffrau degree from the Ludwig-Maximilians-Universität in Munich.

Eva van Pelt

Committee: Audit Committee (1965, German)

		Skills and qualifications
		•Former Co-CEO of Eppendorf with deep leadership experience in Life Sciences •International executive with track record across healthcare and technology companies •Contributes cross-border business and governance experience

QIAGEN N.V. | Financial Report 2025

Page 71

Supervisory Board



		Eva Pisa, Ph.D., joined the Supervisory Board and the Compensation & Human Resources Committee in 2022. She is an adviser to several Life Sciences and diagnostic companies through her company piMed Consulting, and she previously held senior leadership positions at Roche Diagnostics International from 2007 to 2020, most recently as Senior Vice President at Roche Centralized and POC Solutions. Prior to joining Roche, she was Chief Executive Officer of Sangtec Molecular Diagnostics AB, a Swedish start-up, from 2001 to 2007. Dr. Pisa holds a Ph.D. from the Karolinska Institutet and an MBA from Heriot-Watt University.

Dr. Eva Pisa
		Skills and qualifications
Committees: Compensation & Human Resources (Chair) (1954, Swedish/Swiss)		•Diagnostics and Life Sciences executive with senior leadership experience at Roche •Deep expertise in innovation, product market development and commercialization •Contributes operational experience across diagnostics and healthcare companies



		Elizabeth E. Tallett joined the Supervisory Board and its Audit Committee and Compensation & Human Resources Committee in 2011. In 2016, she joined the Nomination & Governance Committee. From 2002 to 2015, she was a Principal of Hunter Partners, LLC, a management company for pharmaceutical, biotechnology and medical device companies, and continues to consult with early-stage healthcare companies. She previously served as President and Chief Executive Officer of Transcell Technologies Inc.; President of Centocor Pharmaceuticals; Executive Committee member of the Parke-Davis; and Director of Worldwide Strategic Planning for Warner-Lambert Company. Ms. Tallett is a member of the Board of Directors of Moderna, Inc., and previously served as Chair of the Board of Directors of Elevance Health. She was a founding board member of the Biotechnology Council of New Jersey. She earned bachelor’s degrees in mathematics and economics from the University of Nottingham.

Elizabeth E. Tallett

Committees: Audit, Compensation & Human Resources, Nomination & Governance (1949, U.S./British)

		Skills and qualifications
		•Accomplished healthcare and biotech executive with deep industry experience •Strong background in strategy, business development and growth initiatives •Contributes extensive public company board experience and strategic insight

Mark Stevenson (1962) joined the Supervisory Board in January 2026 and

is a member of the Nomination & Governance committee. He is currently an

Operating Partner at Fivespan Partners and has more than 30 years of

experience in life science technology companies. He most recently served as

Executive Vice President and Chief Operating Officer at Thermo Fisher

Scientific. He previously served as President and Chief Operating Officer at Life

Technologies and President and Chief Operating Officer at Applied Biosystems.

He also serves on the board of directors of Ingersoll Rand Inc.

Lawrence A. Rosen joined the Supervisory Board in 2013 and served as

Chair of the Supervisory Board from 2020 until he stepped down at the Annual

General Meeting in June 2025. He was a member of the Audit Committee and

the Nomination & Governance Committee.

Elaine Mardis, Ph.D., joined the Supervisory Board in 2014 and stepped

down at the Annual General Meeting in June 2025. She was a member of the

Science & Technology and the Compensation & Human Resources Committees.

QIAGEN N.V. | Financial Report 2025

Page 72

Board-Related Matters

Dutch law: Diversity requirements within the Managing Board

and Supervisory Board

On January 1, 2022, a Dutch gender diversity bill became effective. The

gender diversity bill imposes requirements on so-called "large" companies such

as QIAGEN to formulate appropriate and ambitious gender balance targets for

the Supervisory Board, Managing Board and senior management.

Although we are not subject to quota requirements for gender diversity within

the Managing Board and Supervisory Board, we support the trend toward

higher participation of women.

Accordingly, we have established gender balance targets that we consider

appropriate and ambitious as follows:

•Our objective is for at least 40% of the Supervisory Board members to be

women and at least 40% men in the mid-term. As of December 31, 2025,

the Supervisory Board was comprised of three women and five men, or

37.5% women.

•Our current Managing Board consists of two members, the CEO and the

CFO, who are ultimately accountable for the actions and decisions of

QIAGEN. If there is a change of a current Managing Board member, an

expansion in the number or a change in the governance structure, we will

seek to have at least 30% women as members and at least 30% men. We

will consider internal candidates from QIAGEN’s senior management who

fulfill the desired profile for any open position or by defining selection criteria

for new hires that include, among other factors, gender diversity.

•In senior management, our goal is to have at least 40% women and 40%

men in these roles in the mid-term. The number of women in leadership roles

has steadily increased since 2017, with approximately 37% of leadership

roles held by women at the end of 2025.

QIAGEN believes that gender is only one aspect of diversity and strives to

ensure a diverse composition in terms of factors such as age, nationality, public

reputation, industry or academic experience, etc.


	2025	2024

Number of executive members on Managing Board	2	2
Number of non-executive members on Supervisory Board	8	10
Ratio of women to men (percent):
% of women on the Supervisory Board	37%	40%
% of women on the Managing Board	—%	—%
% of men on the Supervisory Board	63%	60%
% of men on the Managing Board	100%	100%
% of other on the Supervisory Board	—%	—%
% of other on the Managing Board	—%	—%

We are committed to increasing diversity in our pursuit of individuals for these

Boards and senior management roles who offer a unique blend of scientific and

commercial expertise combined with leadership capabilities that will contribute

to the future success of QIAGEN. Management development programs support

the career advancement of leaders regardless of gender and other factors. As a

result, the number of women in key leadership roles, particularly in commercial

and operational positions, has increased within QIAGEN in recent years.

In line with this commitment, our Nomination & Governance Committee will

continue to select future members for the Managing Board and Supervisory

Board with due observance of its aim to ensure a diverse leadership team on

the basis of gender, but also on the basis of other factors -- all without

compromising our commitment to hiring the best individuals for those positions.

We employ based on role requirements and in keeping with local laws.

We select people for roles considering their job-related qualifications, skills and

experience. QIAGEN complies in all cases with applicable equal opportunity

and anti-discrimination laws in all local jurisdictions.

More information about diversity at QIAGEN can be found below under the

section Dutch Corporate Governance Code - Comply or explain.

QIAGEN N.V. | Financial Report 2025

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Board-Related Matters

Culture

At QIAGEN, we foster a culture deeply rooted in quality, ingenuity and

accessibility, reflecting our core brand values. Our purpose – to help customers

advance science and improve patient outcomes – underpins our commitment to

a strong, ethical and inclusive corporate culture. The Management Board

periodically assesses the culture within QIAGEN and whether changes to that

culture are desirable. Currently, the Management Board believes that

QIAGEN’s culture continues to support sustainable long-term value creation,

integrity and transparency. While no fundamental changes to QIAGEN’s

culture are currently considered necessary, we continue to evaluate our culture

and pursue opportunities to strengthen it where appropriate.

Culture’s contribution to long-term value creation

Our EMPOWER culture is intended to encourage employees to take ownership

of their work while remaining accountable for decisions made in the best

interests of QIAGEN, our customers and other stakeholders. This empowerment

supports innovation, collaboration and integrity, which are critical components

of our sustainable long-term value creation.

Our approach to compensation reinforces our EMPOWER cultural aspirations

by rewarding not only what goals are achieved, but also how they are

achieved, helping to align performance with our values and ethical standards.

Governance and compliance: Ensuring ethical conduct

QIAGEN maintains a robust framework of checks and balances to uphold

compliance with laws, ethical standards and healthy business practices:

(1)Corporate Code of Conduct and Ethics – Sets out the standards of integrity

and conduct expected across all levels of the organization and supports

ethical decision-making.

(2)QIAintegrity Line – A web-based, independent and confidential reporting

tool that enables employees and third parties to report suspected

misconduct within QIAGEN or our supply chain, thereby reinforcing

transparency and accountability.

(3)Compliance Committee – Comprising senior executives from various

functions, this committee oversees compliance with our Corporate Code of

Conduct and Ethics and supports the continuous improvement in ethical

governance.

We regularly evaluate the effectiveness of, and compliance with, our Corporate

Code of Conduct and Ethics and related reporting and governance

mechanisms, and remains committed to fostering a culture that supports

sustainable long-term value creation while maintaining high standards of

compliance and integrity.

Conflicts of interest, loans or similar benefits

Resolutions to enter into transactions that may create a conflict of interest

between a member of the Managing Board or Supervisory Board and QIAGEN

– where such transactions could have material significance for either QIAGEN

or the involved member – must be reported to the Supervisory Board for review

and approval.

In 2025, neither QIAGEN nor any of its Supervisory Board members entered

into any such transactions. No credit, loans or similar benefits were granted to

members of the Managing Board or Supervisory Board. Additionally, the

Managing Board and Supervisory Board members did not receive any benefits

from third parties that were either promised or granted in view of their position

with QIAGEN.

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Shareholder Meetings and Share Capital

Shareholder meetings

Our shareholders exercise their voting rights through the Annual General

Meeting and through any Extraordinary General Meeting that may be called.

Resolutions at a General Meeting are adopted by an absolute majority of votes

cast, unless a different majority of votes or quorum is required by Dutch law or

the Articles of Association. Each share confers the right to cast one vote.

Furthermore, the Managing Board, or where appropriate the Supervisory

Board, shall provide all shareholders and other stakeholders with equal and

simultaneous public information about any matters deemed to be materially

relevant and could significantly influence QIAGEN's share price.

QIAGEN is required to convene an Annual General Meeting in the

Netherlands within six months following the end of each year. The agenda must

contain certain matters as specified in our Articles of Association and under

Dutch law, including, among other things, the adoption of the Annual Financial

Statements.

Extraordinary General Meetings are held as often as deemed necessary by the

Managing Board or Supervisory Board, or upon a request to the Managing

Board or Supervisory Board by one or more shareholders and other persons

entitled to attend meetings jointly representing (i) at least 40% of our issued

share capital, with those persons jointly being authorized to convene such

meeting themselves in case the boards do not timely comply with the request, in

accordance with the Articles of Association, or (ii) at least 10% of our issued

share capital, with those persons jointly being authorized to convene such

meeting themselves in case the boards do not comply in time with the request,

but only if and to the extent authorized thereto by a competent Dutch court in

accordance with the laws of the Netherlands.

Shareholders are entitled to propose items for the agenda provided that they

hold at least 3% of the issued share capital.

Proposals for agenda items must be submitted at least 60 days prior to the

General Meeting date. The notice convening a General Meeting, accompanied

by the agenda, shall be sent no later than 42 days prior to the meeting date.

QIAGEN informs the General Meeting by means of explanatory notes to the

agenda, providing all information relevant to the proposed resolutions.

Pursuant to the Dutch Code, all transactions between QIAGEN and legal or

natural persons who hold at least 10% of the shares in the Company shall be

agreed on terms that are customary to our industry. Decisions to enter into

transactions in which there are considered to be conflicts of interest of material

significance to the Company and/or to the people involved require the

approval of the Supervisory Board. QIAGEN did not enter into any such

transaction in 2025.

Furthermore, pursuant to the Dutch implementation of the Shareholders Rights

Directive II (SRD II), certain material transactions with related parties (in the

meaning of the standards adopted by the International Accounting Standards

Board and approved by the European Commission) require the approval of the

Supervisory Board or, if all Supervisory Board members are involved in such

transactions, the General Meeting of Shareholders.

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Shareholder Meetings and Share Capital

Major shareholders

The following table sets forth certain information concerning the ownership of

our Shares by holders with at least 5% ownership. None of these holders have

any different voting rights than other shareholders.


Name and country of residence	Shares beneficially owned
Name and country of residence	Number		Percent ownership(1)

BlackRock, Inc., United States and United Kingdom	20,678,987	(2)	9.53%
Massachusetts Financial Services Company, United States and Canada	25,301,124	(3)	11.66%
Wellington Management Group LLP, United States and United Kingdom	14,137,799	(4)	6.52%

(1)The percentage ownership was calculated based on 216,920,735 Common Shares outstanding as of December 31, 2025.

(2)The 20,678,987 shares attributed to BlackRock, Inc. are reported as of January 31, 2026. Of the 20,678,987 shares attributed to BlackRock Inc. , it has sole voting power over 19,575,569 and sole

dispositive power over all 20,678,987 shares. This information is based solely on the Schedule 13G filed by BlackRock, Inc. with the Securities and Exchange Commission on February 6, 2026, which

reported ownership as of January 31, 2026.

(3)The 25,301,124 shares attributed to Massachusetts Financial Services Company are reported as of March 31, 2025. Of the 25,301,124 shares attributed to Massachusetts Financial Services Company, it

has sole voting power over 22,357,385 and sole dispositive power over all 25,301,124 shares. This information is based solely on the Schedule 13G filed by Massachusetts Financial Services Company

with the Securities and Exchange Commission on May 14, 2025, which reported ownership as of March 31, 2025.

(4)Information is based on a report on Schedule 13G/A jointly filed with the Securities and Exchange Commission on February 10, 2026 by Wellington Management Group LLP, Wellington Group Holdings

LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP. These shares are owned of record by clients of certain investment advisers including Wellington Management

Company LLP (together, the "Wellington Investment Advisers"), of which Wellington Management Group LLP is the parent holding company. Wellington Investment Advisors Holdings LLP controls directly, or

indirectly through Wellington Management Global Holdings, Ltd, the Wellington Investment Advisers. Wellington Investment Advisors Holding LLP is owned by Wellington Group Holdings LLP. Wellington

Group Holdings LLP is owned by Wellington Management Group LLP. According to this Schedule 13G/A, of these 14,137,799 shares, each of Wellington Management Group LLP, Wellington Group

Holdings LLP and Wellington Investment Advisors Holdings LLP have shared voting power over 13,293,220 and shared dispositive power over all 14,137,799 shares as of December 31, 2025.

Wellington Management Company LLP has shared voting power over 12,155,318 shares and shared dispositive power over 12,416,628 shares as of December 31, 2025.

Control of registrant

To our knowledge, QIAGEN is not directly or indirectly owned or controlled by

another corporation, by any foreign government, or by any other natural or

legal person.

As of January 31, 2026, the officers and directors of QIAGEN as a group

beneficially owned approximately 1.0 million Shares, or 0.5% of outstanding

Shares.

United States Shareholdings

As of December 31, 2025 and based on information available to us, 41% of

outstanding common shares were held by approximately 170 registered

holders in the U.S. Since certain of our Shares were held by brokers and

nominees, the number of record holders in the U.S. may not be representative

of the number of beneficial holders, or of where the beneficial holders are

resident.

Holders of any securities with special control rights

Not applicable.

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Shareholder Meetings and Share Capital

System of control of any employee share scheme where the

control rights are not exercised directly by the employees

Not applicable.

Restrictions on voting rights

At the General Meeting, each share shall confer the right to cast one vote,

unless otherwise provided by law or our Articles of Association. No votes may

be cast in respect of shares that we or our subsidiaries hold, or by

usufructuaries and pledgees.

All shareholders and other persons entitled to vote at General Meetings are

entitled to attend General Meetings, to address the meeting and to vote.

They must notify the Managing Board in writing of their intention to be present

or represented no later than on the third day prior to the day of the General

Meeting, unless the Managing Board permits notification within a shorter

period of time prior to the Meeting. Subject to certain exceptions, resolutions

may be passed by a simple majority of the votes cast.

Agreements between shareholders which are known to the

company and may result in restrictions on the transfer of

securities and/or voting rights

Not applicable.

Rules governing the appointment and replacement of board

members and amendments of the Articles of Association

Supervisory Board and Managing Board members are appointed annually for

the period beginning on the day following the Annual General Meeting up to,

and including, the day of the Annual General Meeting held the following year.

Managing Board members shall be appointed by the General Meeting upon

the Joint Meeting having made a binding nomination. However, the General

Meeting may overrule the binding nature of a nomination by a resolution

adopted by at least a two-thirds majority of the votes cast, if such majority

represents more than half the issued share capital. This is different from the

provisions of many U.S. corporate statutes, including the Delaware General

Corporation Law, which give the directors of a corporation greater authority in

choosing the executive officers.

Under our Articles of Association, the General Meeting may suspend or dismiss

a Managing Board member at any time. The Supervisory Board shall also be

entitled at all times to suspend (but not to dismiss) a Managing Director. The

Articles of Association also provide that the Supervisory Board may adopt

management rules governing the internal organization of the Managing Board.

The Supervisory Board members shall be appointed by the General Meeting

upon the Joint Meeting having made binding nominations. If a vacancy occurs

in the Supervisory Board during the year, the Supervisory Board may appoint a

new member who will cease to hold office at the next Annual General Meeting,

where this member may stand for appointment to a one-year term along with

other Supervisory Board and Managing Board members. This right is limited to

a number up to one-third of its current members.

Under Dutch law, in the event that there is a conflict of interest between a

Supervisory Board member and QIAGEN involving our business, the involved

Supervisory Board member shall not participate in the discussions and voting

on that matter. Additionally, Dutch law stipulates that a Supervisory or

Managing Board member should report any conflict of interest or potential

conflict of interest in a transaction that is of material significance to the

Company and/or to the member to the Chair of the Supervisory Board without

delay. The Supervisory Board should decide, outside the presence of the

involved Supervisory Board member, whether there is a conflict of interest. If all

Supervisory Board members have a conflict of interest, the relevant resolution

shall be voted on by the General Meeting. Decisions to enter into transactions

under which a Supervisory Board member has a conflict of interest require the

approval of the Supervisory Board.

The Nomination & Governance Committee is primarily responsible for the

preparation of selection criteria and appointment procedures for members of

the Supervisory Board and Managing Board as well as the periodic evaluation

of the scope and composition of the two Boards, including the profile of the

Supervisory Board.

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Shareholder Meetings and Share Capital

It also proposes the (re-)appointments of the members for both Boards and

supervises the policy of our Managing Board in relation to selection and

appointment criteria for senior management.

A resolution of the General Meeting to amend our Articles of Association,

dissolve QIAGEN, issue shares or grant rights to subscribe for shares or limit or

exclude any pre-emptive rights to which shareholders shall be entitled is valid

only if proposed to the General Meeting by the Supervisory Board.

A resolution of the General Meeting to amend our Articles of Association is

further only valid if the complete proposal has been made available for

inspection by the shareholders and the other persons entitled to attend General

Meetings at our offices as from the day of notice convening such meeting until

the end of the meeting. A resolution to amend our Articles of Association to

change the rights attached to the shares of a specific class requires the

approval of the relevant class meeting.

Powers of board members, including to issue or buy back shares

The Managing Board manages QIAGEN and is responsible for defining and

achieving QIAGEN’s aims, strategy, policies and results. It is also responsible

for complying with all relevant legislation and regulations, as well as for

managing the risks associated with our business activities and financing

requirements.

The Managing Board provides the Supervisory Board with timely information

necessary for the exercise of the duties of the Supervisory Board, and takes into

account the interests of QIAGEN, its enterprises and all parties involved in

QIAGEN, including shareholders and other stakeholders.

Supervisory Board members have the powers assigned to them by Dutch law,

the Articles of Association and in certain cases powers assigned by the General

Meeting.

The Supervisory Board assists the Managing Board by providing advice

relating to the business activities and strategy. In discharging its duties, the

Supervisory Board also takes into account the interests of QIAGEN, its

enterprise and all parties involved in QIAGEN, including shareholders and

other stakeholders.

On June 26, 2025, the General Meeting authorized the Supervisory Board until

December 26, 2026 (i) to issue a number of ordinary shares and financing

preference shares and grant rights to subscribe for such shares, the aggregate

par value of which shall be equal to the aggregate par value of fifty percent

(50%) of the shares issued and outstanding in the capital of the Company as at

December 31, 2024, as included in the Annual Accounts for Calendar Year

2023 and (ii) to restrict or exclude the pre-emptive rights with respect to issuing

ordinary shares or granting subscription rights, the aggregate par value of such

shares or subscription rights shall be up to a maximum of ten percent (10%) of

the aggregate par value of all shares issued and outstanding in the capital of

the Company as at December 31, 2024.

We may acquire our own shares, subject to certain provisions of Dutch law and

our Articles of Association, if (i) shareholders’ equity less the payment required

to make the acquisition does not fall below the sum of paid-up and called-up

capital and any reserves required by Dutch law or the Articles of Association,

and (ii) we and our subsidiaries would not thereafter hold shares with an

aggregate nominal value exceeding half of our issued share capital. Shares

that we hold in our own capital or shares held by one of our subsidiaries may

not be voted. The Managing Board, subject to the approval of the Supervisory

Board, may effect the acquisition of shares in our own capital. Our acquisitions

of shares in our own capital may only take place if the General Meeting has

granted to the Managing Board the authority to effect such acquisitions. Such

authority may apply for a maximum period of eighteen months and must specify

the number of shares that may be acquired, the manner in which shares may

be acquired and the price limits within which shares may be acquired. Dutch

corporate law allows for the authorization of the Managing Board to purchase

a number of shares equal to up to 50% of the Company’s issued share capital

on the date of the acquisition.

On June 26, 2025, the General Meeting resolved to extend the authorization

of the Managing Board in such manner that the Managing Board may cause us

to acquire shares in our own share capital, for an 18-month period beginning

QIAGEN N.V. | Financial Report 2025

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Shareholder Meetings and Share Capital

June 26, 2025, until December 26, 2026, without limitation at a price between

one euro cent (EUR 0.01) and one hundred ten percent (110%) of the higher of

the average closing price of our shares on the New York Stock Exchange or, as

applicable, the Frankfurt Stock Exchange, for the five trading days prior to the

day of purchase, or, with respect to preference and financing preference

shares, against a price between one euro cent (EUR 0.01) and three times the

issuance price and in accordance with applicable provisions of Dutch law and

our Articles of Association.

Significant agreements to which the company is a party and

which take effect after or terminate upon a change of control of

the company following a takeover bid

Certain other provisions of our Articles of Association allow us, under certain

circumstances, to prevent a third party from obtaining a majority of the voting

control of our common shares through the issuance of preference shares.

Pursuant to our Articles of Association and the resolution adopted by our

General Meeting, our Supervisory Board is entitled to issue preference shares in

case of an intended takeover of our Company by (i) any person who alone or

with one or more other persons, directly or indirectly, have acquired or given

notice of an intent to acquire (beneficial) ownership of an equity stake which in

aggregate equals 20% or more of our share capital then outstanding or (ii) an

“adverse person” as determined by the Supervisory Board. If the Supervisory

Board opposes an intended takeover and authorizes the issuance of preference

shares, the bidder may withdraw its bid or enter into negotiations with the

Managing Board and/or Supervisory Board and agree on a higher bid price

for our Shares.

In 2004 (as amended in 2012), we granted an option to the Stichting

Preferente Aandelen QIAGEN (the “Foundation” (Stichting)), whereby the

exercise of the option by the Foundation is subject to the conditions described

in the paragraph above and which option allows the Foundation to acquire

preference shares. The option enables the Foundation to acquire such number

of preference shares as equals the number of our outstanding common shares

at the time of the relevant exercise of the right less one share. When exercising

the option and exercising its voting rights on such shares, the Foundation must

act in our interest and the interests of our stakeholders. The purpose of the

Foundation option is to prevent or delay a change of control that would not be

in the best interests of us and our stakeholders. An important restriction on the

Foundation’s ability to prevent or delay a change of control is that issuing

(preference or other) protective shares enabling the Foundation to exercise 30%

or more of the voting rights without the obligation to make a mandatory offer

for all shares held by the remaining shareholders, is only allowed after a public

offer has been announced by a third party. In addition, the holding of such a

block of shares by the Foundation is restricted to two years and, as a

consequence, the size of the protective stake will need to be decreased below

the 30% voting rights threshold before the two-year period lapses.

Pursuant to our stock plans, the vesting and exercisability of certain stock rights

will be accelerated in the event of a change of control, as defined in the

agreements under the 2014 and 2023 Stock Plans. Further, certain of our

employment contracts contain provisions which guarantee the payments of

certain amounts in the event of a change in control, or if the executive is

terminated for reasons other than cause, as defined in the agreements.

Agreements between the company and its board members

or employees providing for compensation in case of resignation

or termination without valid reason or if employment ceases

due to a change of control

The Managing Board members are appointed annually to one-year terms by the

General Meeting upon a binding nomination by the Joint Meeting. Further, the

Managing Board members have entered into employment agreements with

QIAGEN N.V. and other QIAGEN affiliates. The terms of these agreements

vary for each Managing Board member due to individual arrangements, and

these go beyond the one-year term of appointment as Managing Directors.

These agreements cannot be terminated without cause and, absent such cause,

have to be fulfilled under the terms. These agreements contain provisions that

guarantee certain payments in the event of a change in control, as defined in

the agreements. There are no arrangements for any extra compensation in case

of resignation or termination.

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Shareholder Meetings and Share Capital

The Supervisory Board members are also appointed annually by the General

Meeting upon a binding nomination by the Joint Meeting.

There are no additional employments in place and there are no arrangements

for any extra compensation in case of resignation or termination.

The General Meeting determines the remuneration of the members of the

Supervisory Board.

Reporting in accordance with Directive 2004/25/EC of the

European Parliament and of the Council of April 21, 2004, on

takeover bids

Not applicable.

Structure of our capital, including securities which are not

admitted to trading on a regulated market in a member state of

the European Union

The authorized classes of our shares consist of common shares,financing

preference shares and preference shares. No financing preference shares or

preference shares have been issued.

As of December 31, 2025, a total of approximately 216.9 million common

shares were outstanding, with an additional 11.4 million reserved under stock

plans, including shares subject to outstanding awards. Additionally, convertible

debts discussed further in Note 16 "Debt," cover an aggregate of 19.8 million

underlying shares of common stock or up to a maximum of 27.1 million shares,

subject to customary adjustments under certain circumstances.

Shares - restrictions on the transfer of securities

Our shares are issued in registered form only. No share certificates are issued

for our shares, which are registered in our Shareholders' Register with Equiniti

Trust Company, LLC, our transfer agent and registrar in New York.

The transfer of registered shares requires a written instrument of transfer and the

written acknowledgment of such transfer by QIAGEN or the New York Transfer

Agent (in our name).

Anti-takeover measures

In 2004, the Supervisory Board granted an option to the Dutch Foundation

Stichting Preferente Aandelen QIAGEN that allows the Foundation to acquire

preference shares from QIAGEN if (i) a person has (directly or indirectly)

acquired or has expressed a desire to acquire more than 20% of our issued

share capital, or (ii) a person holding at least a 10% interest in the share

capital has been designated as a hostile person by our Supervisory Board. The

option enables the foundation to acquire preference shares equal to the number

of our outstanding common shares at the time of the relevant exercise of the

right, less one share. When exercising the option and exercising its voting

rights on these shares, the foundation must act in the interest of QIAGEN and

the interests of our stakeholders. No preference shares are currently

outstanding.

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Additional Information

Cyber security

Cyber security risks are managed at multiple levels throughout the Company

and are considered in the context of our overall Enterprise Risk Management as

discussed under Risks and Risk Management. Cyber security risks facing our

business that are reasonably likely to materially affect us, including our business

strategy, results of operations or financial condition, are described in Risks and

Risk Management under “We rely on up-to-date systems and strong processes

to meet evolving cyber laws, strong cyber security governance and standards, if

our cyber security governance, data‑security practices or critical systems fail to

keep pace with evolving requirements, we may face unauthorized access,

operational disruptions, fines and reputational harm.” In the past three years

through the date of this annual report, there have been no breaches of cyber

security or other related risk threats that have, or are reasonably likely to have,

a material impact to our business. We have not incurred any material expenses

and have not incurred any penalties or settlements.

Cyber security risk management and strategy

Embedded in our risk management strategy, we maintain a cyber security

program to identify and assess material risks to ensure the confidentiality,

integrity and availability of our information assets and to ensure our IT systems

operate effectively. Reporting to our Chief Financial Officer, our Chief

Information Security Officer (CISO) is responsible for our enterprise and cyber

risk management program. A subject-matter expert with more than a decade of

experience leading information security programs, our CISO is supported by a

global team of security professionals. These security professionals focus on

information security and evaluate our global processes and relevant cyber

security threats. The severity and materiality of incidences are address through

an incident reporting process and, if necessary, are escalated internally to

senior management, who assess the need for public disclosure.

Our cyber security program includes appropriate testing and training, and we

engage third parties in connection with such processes to ensure the

effectiveness of our cyber security controls. Additionally, relevant third-party

service providers are subject to cyber security review.

Cyber security governance

The Managing Board is ultimately responsible for cyber security management,

which is overseen by our Audit Committee, a committee of our Supervisory

Board. The CISO reports cyber security risks and incidents to the Audit

Committee. This reporting includes an update on cyber risk management,

internal security awareness testing results, cyber incident response and planned

improvements. In the event of a material incidence, the Audit Committee would

be informed in a timely manner and kept updated regarding the mitigation and

remediation of such an incidence. They would also be involved in the

assessment of any public disclosure.

Stock plans

The stock plan is administered by the Compensation & Human Resources

Committee of the Supervisory Board, which selects participants from among

eligible employees, consultants and directors, and determines the number of

shares subject to the stock-based award, the length of time the award will

remain outstanding, the manner and time of the award's vesting, the price per

share subject to the award, and other terms and conditions of the award

consistent with the Plan. The Compensation & Human Resources Committee's

decisions are subject to the approval of the Supervisory Board.

The Compensation & Human Resources Committee has the power, subject to

Supervisory Board approval, to interpret the plans and to adopt such rules and

regulations (including the adoption of “sub plans” applicable to participants in

specified jurisdictions) as it may deem necessary or appropriate. The

Compensation & Human Resources Committee or the Supervisory Board may,

at any time, amend the plans in any respect, subject to Supervisory Board

approval. Exceptions apply, including (i) no amendment that would adversely

affect the rights of any participant under any option previously granted may be

made without such participant's consent, and (ii) no amendment shall be

effective prior to shareholder approval to the extent such approval is required to

ensure favorable tax treatment for incentive stock options or to ensure

compliance with Rule 16b-3 under the United States Securities Exchange Act of

1934, as amended (the Exchange Act) at such times as any participants are

subject to Section 16 of the Exchange Act.

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Page 81

Additional Information

On June 22, 2023, our shareholders approved the QIAGEN N.V. 2023 Stock

Plan, which replaced the 2014 Stock Plan in May 2024. Further detailed

information regarding stock options and awards granted under the plan can be

found in Note 22 "Share-Based Compensation" included in the Consolidated

Financial Statements.

Corporate code of conduct and ethics and whistleblower policy

We have a corporate code of conduct and ethics that outlines business

principles for our employees and rules of conduct. Our corporate code of

conduct and ethics is updated annually and meets the requirements of the SEC

and the NYSE Listed Company Manual. The corporate code of conduct and

ethics applies to all employees including the chief executive officer, chief

financial officer, the principal accounting officer or controller and other persons

performing similar functions. The full text of our corporate code of conduct and

ethics can be found on our website, www.qiagen.com, on the Compliance

page under About QIAGEN.

Furthermore, we have a formal whistleblower policy concerning the reporting of

alleged irregularities within QIAGEN of a general, operational or financial

nature. We have a web-based, independent and confidential reporting tool,

our QIAintegrity Line, that allows employees and third parties to report

misconduct within QIAGEN or our supply chain, reinforcing transparency and

accountability. The QIAintegrity Line can be found on our website,

www.qiagen.com, on the Compliance page under About QIAGEN.

Insider trading policy

Dealings in our shares based on material nonpublic information about QIAGEN

is strictly prohibited under U.S. and German securities laws.

These laws are complex and penalties can be severe. In order to protect

QIAGEN and its employees from such sanctions, we have adopted an insider-

trading policy that outlines basic rules, including procedures governing any

dealings in our shares, that applies to potential Insiders (individuals with

knowledge of nonpublic material information) and holders of QIAGEN shares

(including stock options and restricted stock units). The insider trading policy

applies to the Supervisory Board, Managing Board and all employees of

QIAGEN N.V. and its subsidiaries.

Clawback policy

To create and maintain a culture that emphasizes integrity and accountability

and that reinforces our pay-for-performance compensation philosophy, the

Managing Board and Supervisory Board adopted a policy which provides for

the recoupment of certain executive compensation in the event of an accounting

restatement resulting from material non-compliance with financial reporting

requirements under the federal securities laws (clawback policy). The clawback

policy applies to our current and former executive officers, as determined by the

Supervisory Board, in accordance with the requirements of Section 10D of the

Exchange Act and any applicable rules or standards adopted by the SEC and

any national securities exchange on which our securities are listed, and any

such other employees who may, from time to time, be deemed subject to the

clawback policy by the Supervisory Board.

Independent auditors

In accordance with the requirements of Dutch law, our independent auditor for

our statutory consolidated financial statements, prepared in accordance with

International Financial Reporting Standards as adopted by the European Union

and filed with the Netherlands Authority for the Financial Markets (AFM), is

appointed, and may be removed, by the General Meeting. The Supervisory

Board nominates a candidate for the appointment as external auditor, for which

the Audit Committee advises the Supervisory Board. At the Annual General

Meeting in 2024, EY Accountants B.V. (formerly Ernst & Young Accountants

LLP) was appointed as external auditor for the Company for the 2025 year. The

external auditor is invited to attend the meeting of the Supervisory Board at

which the statutory financial statements prepared in accordance with

International Financial Reporting Standards and filed with the AFM shall be

approved. Furthermore, the external auditor is invited to attend the General

Meeting at which the statutory financial statements are adopted and may be

questioned by the General Meeting on its statement on the fairness of our

annual accounts prepared in accordance with International Financial Reporting

Standards.

QIAGEN N.V. | Financial Report 2025

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Additional Information

Following the appointment of EY Accountants B.V. for the audit of our statutory

consolidated financial statements, the external auditor for our consolidated

financial statements prepared under U.S. generally accepted accounting

principles is EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, which

audited the U.S. GAAP consolidated financial statements as of and for the year

ended December 31, 2025.

The remuneration of the external auditor, and instructions to the external auditor

to provide non-audit services, shall be approved by the Supervisory Board on

the recommendation of the Audit Committee and after consultation with the

Managing Board. At least once every four years, the Supervisory Board and

the Audit Committee shall conduct a thorough assessment of the functioning of

the external auditor. The main conclusions of this assessment shall be

communicated to the General Meeting for the purposes of assessing the

nomination for the appointment of the external auditor.

Dutch corporate governance code – comply or explain

The corporate governance structure and compliance with the Dutch Code is the

joint responsibility of the Managing Board and the Supervisory Board. They are

accountable for this responsibility to the General Meeting. We continue to seek

ways to improve our corporate governance by measuring ourselves against

international best practice. The Dutch Code was last amended on March 20,

2025 and can be found at www.mccg.nl.

Nonapplication of a specific best practice provision is not in itself considered

objectionable by the Dutch Code and may well be justified because of

particular circumstances relevant to a company. In accordance with Dutch law,

we disclose in our annual report the application of the Dutch Code's principles

and best practice provisions.

To the extent that we do not apply certain principles and best practice

provisions, or do not intend to apply these in the current or the subsequent

year, we state the reasons.

We take a positive view of the Dutch Code and apply nearly all of the best

practice provisions. However, we prefer not to apply some provisions due to

the international character of our business as well as the fact -- acknowledged

by the Commission that drafted the Dutch Code -- that existing contractual

agreements between QIAGEN and individual members of the Managing Board

cannot be set aside at will.

The following provides an overview of exceptions that we have identified:

1.Best practice provision 2.2.2 recommends that a Supervisory Board member

is appointed for a period of four years and may then be reappointed once

for another four-year period. The Supervisory Board member may then

subsequently be reappointed again for a period of two years, which

appointment may be extended by at most two years. In the event of a

reappointment after an eight-year period, reasons should be given in the

report of the Supervisory Board. In any appointment or reappointment, the

profile referred to in best practice provision 2.1.1 should be observed.

Explanation of Supervisory Board appointment terms

QIAGEN has adopted the approach to appoint its Supervisory Board

members on an annual basis. Each member is elected for a one-year term,

beginning the day after the General Meeting and concluding at the following

year's General Meeting.

This approach allows for greater flexibility, regular accountability and

ongoing shareholder oversight, ensuring that the Board continues to serve the

best interests of the Company and its stakeholders.

Long-term Supervisory Board members and their contributions

Two members of the Supervisory Board – Dr. Metin Colpan and Ms.

Elizabeth Tallett – continued as Supervisory Board members through to the

end of 2025

•Dr. Metin Colpan has been a member of the Supervisory Board since 2004.

His extensive scientific and commercial expertise, particularly as a co-

founder of QIAGEN, brings invaluable strategic insight to the board. His

experience as a board member of various healthcare industry companies

further enriches discussions with a broad, industry-specific perspective.

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Additional Information

•Ms. Elizabeth Tallett, a member since 2011, brings executive and board-

level experience from numerous international companies, particularly in

pharmaceuticals, biotechnology, healthcare and insurance. Her expertise

spans international operations, mergers and acquisitions, strategic planning,

marketing, product development, talent management and executive

compensation.

QIAGEN highly values the commitment and expertise of Dr. Colpan and Ms.

Tallett. Their diverse backgrounds and deep industry knowledge strengthen

the Supervisory Board, ensuring effective oversight and strategic guidance.

Despite the deviation from the standard Dutch corporate governance tenure

framework, QIAGEN believes that its annual appointment structure enhances

transparency, adaptability and shareholder engagement, ultimately

benefiting the Company’s long-term success.

2.Best practice provision 2.2.4 recommends that the Supervisory Board should

draw up a retirement schedule in order to avoid, as much as possible,

Supervisory Board members retiring simultaneously. The retirement schedule

should be posted on the company’s website.

The Supervisory Board takes a proactive approach to succession planning by

discussing individual members' retirement plans well in advance. Rather than

adhering to a fixed retirement schedule, as recommended by Dutch

corporate governance best practice provision 2.2.4, QIAGEN believes that

this flexible approach allows for more effective continuity management and

succession planning.

By assessing board composition on an ongoing basis, QIAGEN ensures that

transitions are strategic and well-managed, aligning with the Company's

evolving needs while maintaining strong governance and leadership

stability.

3.Best practice provision 3.1.2 (vi) recommends that when formulating the

remuneration policy, it should be be taken into consideration that shares

awarded to members of the Management Board should be held for at least

five years after they are awarded;

Under the Company’s remuneration policy, long-term equity-based

compensation for members of the Managing Board primarily consists of

performance stock units (PSUs). These long-term incentive awards are tied to

the achievement of pre-defined performance goals, ensuring alignment with

the Company’s strategic objectives.

Unlike the Dutch corporate governance best practice provision 3.1.2 (vi),

which recommends that shares be held for at least five years, QIAGEN’s

approach has evolved over time:

•Prior to February 2018, grants of performance stock units (PSUs) and

restricted stock units (RSUs) vested as follows: 40% after three years; 50%

after five years; remaining 10% after 10 years

•After February 2018, grants of PSUs and RSUs were structured to vest: 40%

after three years; 60% after five years

•Starting in February 2021, grants of performance stock units vest entirely

after three years.

This approach reflects QIAGEN’s shift toward a three-year vesting schedule,

which differs from the Dutch recommendation but remains aligned with the

Company's long-term incentive strategy. By focusing on performance-based

equity awards, QIAGEN ensures that Managing Board members are

incentivized to drive sustained Company performance while maintaining

effective governance and shareholder alignment.

4.Best practice provision 3.2.3 recommends that the maximum remuneration in

the event of dismissal of a Management Board member should not exceed

one year's salary (the "fixed" remuneration component).

Our Managing Board members have entered into agreements with QIAGEN

N.V. and certain QIAGEN affiliates where they hold managing positions.

Under these agreements, if an employment contract is terminated without

serious cause, as defined by the applicable law, the respective affiliate

remains obligated to compensate the Managing Board member for the

remaining duration of the contract.

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Additional Information

This approach ensures contractual consistency and legal compliance across

QIAGEN’s international operations. While it deviates from the Dutch

recommendation, it reflects standard employment practices in certain

jurisdictions where QIAGEN operates and provides stability in leadership

transitions.

5.Best practice provision 3.3.2 recommends that a Supervisory Board member

may not be awarded remuneration in the form of shares and/or rights to

shares.

Since its establishment, QIAGEN granted stock options to Supervisory Board

members as part of their remuneration until 2013, when this practice was

discontinued. However, since 2007, QIAGEN has granted restricted stock

units (RSUs) to Supervisory Board members.

We believe that maintaining a reasonable level of share-based

compensation fosters a positive alignment with shareholder interests while

ensuring that Supervisory Board members remain engaged and committed to

QIAGEN’s long-term success. Additionally, granting share-based

compensation to Supervisory Board members is a common industry practice,

helping QIAGEN to attract and retain highly qualified board members who

bring valuable expertise to the Company.

NYSE exemptions

Exemptions from the NYSE corporate governance standards are available to

foreign private issuers, such as QIAGEN, when those standards are contrary to

a law, rule or regulation of any public authority exercising jurisdiction over such

issuer or contrary to generally accepted business practices in the issuer’s

country of domicile. In connection with QIAGEN’s listing on the NYSE, the

NYSE accepted QIAGEN's exemptions from certain corporate governance

standards that are contrary to the laws, rules, regulations or generally accepted

business practices of the Netherlands. These exemptions and the practices

followed by QIAGEN are described below:

•QIAGEN is exempt from NYSE’s quorum requirements applicable to

meetings of ordinary shareholders. In keeping with the law of the

Netherlands and generally accepted business practices in the Netherlands,

QIAGEN’s Articles of Association provide that there are no quorum

requirements generally applicable to meetings of the General Meeting.

•QIAGEN is exempt from NYSE’s requirements that shareholder approval be

obtained prior to the establishment of, or material amendments to, stock

option or purchase plans and other share-based compensation arrangements

pursuant to which options or stock may be acquired by directors, officers,

employees or consultants. QIAGEN is also exempt from NYSE’s requirements

that shareholder approval be obtained prior to certain issuances of stock

resulting in a change of control, occurring in connection with acquisitions of

stock or assets of another company or issued at a price less than the greater

of book or market value other than in a public offering. QIAGEN’s Articles of

Association do not require approval of the General Meeting prior to the

establishment of a stock plan. The Articles of Association also permit the

General Meeting to grant the Supervisory Board general authority to issue

shares without further approval of the General Meeting.

QIAGEN N.V. | Financial Report 2025

Page 85

Compensation of Managing Board Members and Supervisory Directors

Managing Board remuneration policy

The remuneration policy for the Managing Board was approved by

shareholders at the Annual General Meeting (AGM) in June 2025, and came

into force the day after the AGM. This policy complies with the Dutch law

provisions implementing the Shareholders Rights Directive II (EU Directive

2017/828). Under Dutch law, the Supervisory Board is required to submit a

proposal to adopt a remuneration policy for the Managing Board no later than

at the AGM to be held in 2029.

Remuneration of Managing Board members consists of a combination of base

salary, variable short-term cash incentive (STI) tied to the achievement of annual

Corporate Goals and Team Goals, and a long-term incentive (LTI) granted in

share units that only vest after multiple years upon the achievement of pre-

defined targets. In addition, Managing Board members can receive deferred

compensation contributions and other benefits in line with market practices.

The remuneration policy complies with the best practices in corporate

governance in the U.S. and Germany, where our shares are listed on the New

York Stock Exchange (NYSE) and the Frankfurt Stock Exchange, respectively.

The inclusion of perspectives from the U.S. is particularly important given that

the country represents nearly half of our annual sales and is the domicile for

many of our competitors and for many members of our leadership and senior

executive team.

The remuneration package for Managing Board members is designed to have a

significant portion of total compensation in variable awards. The value of these

awards can differ substantially from year to year depending on actual

performance. Within the variable component, the incentives for short-term

performance targets have a lower weight than those for long-term incentives,

which are aimed at delivering sustainable value creation for our stakeholders,

including shareholders.

A copy of the remuneration policy for the Managing Board can be found on

our website with the governance documents under Investor Relations.

Managing Board compensation for 2025

For the year ended December 31, 2025, the Managing Board members

received the following compensation:

QIAGEN N.V. | Financial Report 2025

Page 86

Compensation of Managing Board Members and Supervisory Directors


	Annual compensation				Long-term compensation
Managing board member	Fixed salary	Variable cash bonus	Other(1)	Total	Benefit plans	Performance Stock Units (PSUs) granted

Thierry Bernard	$1,008,834	1,183,698	31,650	$2,224,182	$205,767	143,229
Roland Sackers	$633,220	506,580	65,770	$1,205,570	$123,480	80,098

(1)Amounts include, among others, car lease and reimbursed personal expenses such as tax consulting. We also occasionally reimburse our Managing Board members' personal expenses related to attending

out-of-town meetings but not directly related to their attendance. Amounts do not include the reimbursement of certain expenses relating to travel incurred at the request of QIAGEN, other reimbursements or

payments that in total did not exceed $10,000, or tax amounts paid by the Company to taxing authorities in order to avoid double-taxation under multi-tax jurisdiction employment agreements.

Supervisory Board remuneration policy

At the Annual General Meeting of Shareholders in 2024, an update to the

remuneration policy for the Supervisory Board was adopted to harmonize the

annual compensation granted to members of certain board committees. This

policy complies with the Dutch law provisions implementing the Shareholders

Rights Directive II (EU Directive 2017/828). Under Dutch law, the Supervisory

Board will be required to submit a proposal to adopt a remuneration policy for

the Supervisory Board no later than at the Annual General Meeting to be held

in 2028.

The objective of the remuneration policy for the Supervisory Board is to attract,

retain, and motivate highly qualified board members, taking into account

QIAGEN's mission and vision, as well as strategic initiatives and opportunities

to create value for stakeholders, including shareholders. It focuses on achieving

a total remuneration level, both short-term and long term, that is comparable

with levels provided by other European and U.S.-based companies.

This policy supports the long-term development and strategy of QIAGEN in a

highly dynamic environment, while aiming to address the requests of various

stakeholders and maintaining an acceptable risk profile. It builds on

remuneration principles and practices that have proven to be both fitting and

effective for us, especially as a Dutch incorporated company with global

operations, as well as stock market listings in the U.S. and Germany. The

Supervisory Board ensures that the Policy and its implementation are linked to

our objectives.

QIAGEN N.V. | Financial Report 2025

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Compensation of Managing Board Members and Supervisory Directors

Supervisory Board remuneration for 2025

The Supervisory Board compensation for 2025 consists of fixed remuneration

and additional amounts for committee members. Annual remuneration of the

Supervisory Board members is as follows:


Fee payable to the Chair of the Supervisory Board		$150,000
Fee payable to each member of the Supervisory Board		$57,500
Additional compensation payable to members holding the following positions:
Chair of the Audit Committee		$25,000
Member of the Audit Committee		$15,000
Chair of the (i) Compensation & Human Resources Committee, (ii) the Nomination & Governance Committee, or (iii) the Science & Technology Committee		$18,000
Member of the (i) Compensation & Human Resources Committee, (ii) the Nomination & Governance Committee, or (iii) the Science & Technology Committee		$11,000
Chair of other committees		$12,000
Member of other committees		$6,000

Supervisory Board members are reimbursed for tax consulting costs incurred in

connection with the preparation of their tax returns up to an amount of €5,000

per person per year.

Supervisory Board members also receive a variable component, in the form of

share-based compensation. We did not pay any agency or advisory service

fees to members of the Supervisory Board in 2025.

The Supervisory Board meetings and the Supervisory Board committee meetings

are held over a number of days, ensuring there is time for review and

discussion. At each meeting, the Supervisory Board members discuss among

themselves the goals and outcome of the meeting, as well as topics such as the

functioning and composition of the Supervisory Board and the Managing

Board. The Supervisory Board Report contains an overview of the committee

membership and meetings attended in 2025.

QIAGEN N.V. | Financial Report 2025

Page 88

Compensation of Managing Board Members and Supervisory Directors

For the year ended December 31, 2025, members of the Supervisory Board

received the following compensation:


Supervisory Board member	Fixed compensation	Committee chair	Committee membership	Total(1)	Restricted Stock Units (RSUs) granted

Stephen H. Rusckowski (Chair)	$103,750	18,000	11,000	$132,750	5,990
Dr. Metin Colpan	$57,500	18,000	11,000	$86,500	5,990
Dr. Toralf Haag	$57,500	25,000	—	$82,500	5,990
Dr. Ross L. Levine	$57,500	—	11,000	$68,500	5,990
Bert van Meurs	$57,500	—	11,000	$68,500	5,990
Eva van Pelt	$57,500	—	15,000	$72,500	5,990
Dr. Eva Pisa	$57,500	18,000	—	$75,500	5,990
Elizabeth E. Tallett	$57,500	—	37,000	$94,500	5,990
Lawrence A. Rosen(2)	$75,000	—	13,000	$88,000	5,990
Dr. Elaine Mardis(2)	$28,750	—	11,000	$39,750	5,990

(1)Supervisory Board members are reimbursed for travel costs and for any value added tax to be paid on their remuneration. These reimbursements are excluded from the amounts presented herein.

(2)Mr. Rosen and Prof. Dr. Mardis did not stand for re-election at the AGM in June 2025.

QIAGEN N.V. | Financial Report 2025

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Compensation of Managing Board Members and Supervisory Directors

Share ownership

The following table sets forth certain information as of January 31, 2026,

concerning the ownership of common shares by members of the Managing

Board and Supervisory Board. In preparing the following table, we have relied

on information furnished by such persons.


	Shares beneficially owned(1)	Stock awards that could become releasable on or prior to April 1, 2026

Thierry Bernard	374,738*	98,321
Roland Sackers	349,195*	57,604
Dr. Metin Colpan(2)	167,231*	13,646
Dr. Toralf Haag	4,147*	13,646
Mark Stevenson	—	—
Bert van Meurs	—	5,990
Eva van Pelt	—	5,990
Dr. Eva Pisa	—	9,156
Stephen H. Rusckowski	22*	5,990
Elizabeth Tallett	49,124*	13,646

(1)*Indicates that the person beneficially owns less than 0.5% of the common shares issued and outstanding as of January 31, 2026. The number of common shares outstanding as of January 31, 2026,

was 206,074,753. The persons named in the table have sole voting and investment power with respect to all shares shown as beneficially owned by them and have the same voting rights as

shareholders with respect to common s.hares.

(2)Shares beneficially owned include 100,355 shares held by CC Verwaltungs GmbH, an entity which is controlled by Dr. Colpan.

QIAGEN N.V. | Financial Report 2025

Page 90

Consolidated Financial Statements


91	Report of Independent Registered Public Accounting Firm
96	Report of Independent Registered Public Accounting Firm
98	Report of Independent Registered Public Accounting Firm
99	Consolidated Balance Sheets
101	Consolidated Statements of Income
102	Consolidated Statements of Comprehensive Income
103	Consolidated Statements of Changes in Equity
104	Consolidated Statements of Cash Flows

106	Notes to Consolidated Financial Statements
106	1. Corporate Information and Basis of Presentation	152	16. Debt
107	2. Effects of New Accounting Pronouncements	161	17. Income Taxes
110	3. Summary of Significant Accounting Policies	169	18. Equity
124	4. Revenue	171	19. Earnings per Common Share
128	5. Acquisitions	172	20. Commitments and Contingencies
131	6. Restructuring	175	21. Segment Information
134	7. Short-Term Investments	179	22. Share-Based Compensation
134	8. Prepaid Expenses and Other Current Assets	181	23. Employee Benefits
135	9. Property, Plant and Equipment	182	24. Related Party Transactions
136	10. Investments	182	25. Subsequent Event
138	11. Goodwill and Intangible Assets
140	12. Leases
142	13. Accrued and Other Current Liabilities
143	14. Derivatives and Hedging
149	15. Financial Instruments and Fair Value Measurements

QIAGEN N.V. | Financial Report 2025

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Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

To the Shareholders and Supervisory Board

QIAGEN N.V.:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of QIAGEN N.V. and Subsidiaries (the Company) as of

December 31, 2025, the related consolidated statements of income, comprehensive income, changes in equity and cash

flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial

statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial

position of the Company at December 31, 2025, and the results of its operations and its cash flows for the year ended

December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United

States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria

established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the

Treadway Commission “(2013 framework),” and our report dated March 19, 2026 expressed an unqualified opinion

thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion

on the Company’s financial statements based on our audit. We are a public accounting firm registered with the PCAOB

and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and

the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and

perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,

whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the

financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such

procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial

statements. Our audit also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides

a reasonable basis for our opinion.

QIAGEN N.V. | Financial Report 2025

Page 92

Consolidated Financial Statements

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements

that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or

disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex

judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial

statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate

opinion on the critical audit matters or on the accounts or disclosures to which they relate.


		Unrecognized tax benefits


Description of the Matter		As described in more detail in Note 17 to the consolidated financial statements, the Company operates in numerous countries with different local tax legislative frameworks and requirements. The Company is subject to examination by taxing authorities throughout various jurisdictions. As of December 31, 2025, the Company recorded unrecognized tax benefits of $143.6 million. For certain tax positions, the Company uses significant judgment in determining whether their technical merits are more likely than not to be sustained upon examination and measuring the amount of tax benefit that qualifies for recognition. Auditing the Company’s estimate of the amount of tax benefit that qualifies for recognition was complex because the estimate requires a high degree of judgment and is based on interpretations of tax laws and rulings by taxing authorities.

QIAGEN N.V. | Financial Report 2025

Page 93

Consolidated Financial Statements



How We Addressed the Matter in Our Audit		We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls related to accounting for unrecognized tax benefits. This includes controls related to management’s review of the technical merits of tax positions and measurement of the related unrecognized tax benefits. Our audit procedures included, among others, the involvement of our tax professionals, including transfer pricing specialists, to assess management’s methodology in accordance with ASC 740 Accounting for Income Taxes and to assess the technical merits of the Company’s tax positions. We assessed the completeness of underlying data used by the Company in measuring uncertain tax benefits by agreeing the data to the Company’s financial records. Further, we assessed the adequacy of the Company’s unrecognized tax benefits in comparison to management’s representations regarding the most recent discussion and correspondence with the respective tax authority in respect of the Company’s tax positions. We evaluated the consistency of the Company's estimates and judgments in determining its unrecognized tax benefits against relevant tax laws, applicable tax case law, previous tax audit outcomes and information obtained through inquiries of the Company’s tax advisors. We inspected the Company’s legal composition to identify and assess changes in operating structures and financing arrangements, and we inspected a selection of intercompany operating and financing activities between group entities to assess the sustainability of tax positions based on their technical merits and the probabilities of possible settlement alternatives. We evaluated the adequacy of the Company’s disclosures in relation to these matters.

QIAGEN N.V. | Financial Report 2025

Page 94

Consolidated Financial Statements


		Valuation of intangible assets from the acquisition of Parse Biosciences


Description of the Matter		As described in more detail in Note 5 to the consolidated financial statements, the Company acquired Parse Biosciences, Inc. (Parse) for consideration of $229.1million during the year ended December 31, 2025. The Company accounted for this acquisition as a business combination and recognized intangible assets including developed technology of $60.7 million and customer base of $38.1 million. The valuation of these intangible assets involved the use of significant assumptions by management including revenue projections, remaining useful life and discount rates. Auditing the valuation of these intangible assets was complex due to the significant estimation uncertainty, primarily due to the sensitivity of assumptions regarding future performance of the acquired business. These significant assumptions were forward-looking and could be affected by future economic and market conditions.

QIAGEN N.V. | Financial Report 2025

Page 95

Consolidated Financial Statements




How We Addressed the Matter in Our Audit		We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company's controls over the accounting for the Parse acquisition. This included testing controls over management’s review of the Company’s valuation of acquired intangible assets. To test the estimated fair values of the identified intangible assets, our audit procedures included, among others, involving our valuation specialists to assist us in evaluating the appropriateness of the Company's valuation methodology under ASC 820 Fair Value Measurement and assessing the reasonableness of certain significant assumptions. We developed a range of independent estimates for the discount rates and compared those to the discount rates selected by management. We compared the revenue projections used to current industry and market trends and to the historical results of the acquired business. We further assessed the assumed remaining useful life of the developed technology by comparison to those of other similar technologies in the industry. We also performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the acquired intangible assets that would result from changes in these assumptions. We evaluated the adequacy of the Company’s disclosures in relation to these matters.

/s/ EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft

We have served as the Company’s auditor since 2024.

Cologne, Germany

March 19, 2026

QIAGEN N.V. | Financial Report 2025

Page 96

Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

To the Shareholders and Supervisory Board

QIAGEN N.V.:

Opinion on Internal Control Over Financial Reporting

We have audited QIAGEN N.V and Subsidiaries’ internal control over financial reporting as of December 31, 2025,

based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring

Organizations of the Treadway Commission “(2013 framework),” (the COSO criteria). In our opinion, QIAGEN N.V. and

Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of

December 31, 2025, based on the COSO criteria.

As indicated in the accompanying Report of Management on Internal Control over Financial Reporting, management’s

assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal

controls of Parse Biosciences, Inc. which is included in the 2025 consolidated financial statements of the Company and

constituted 4.59% of total assets as of December 31, 2025 and 0.33% of revenues, for the year then ended. Our audit of

internal control over financial reporting of the Company also did not include an evaluation of the internal control over

financial reporting of Parse Biosciences, Inc.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United

States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2025, the related consolidated

statements of income, comprehensive income, changes in equity and cash flows for the year ended December 31, 2025,

and the related notes (collectively referred to as the “consolidated financial statements”) and our report dated March 19,

2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its

assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of

Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s

internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB

and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and

the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and

perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was

maintained in all material respects.

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Consolidated Financial Statements

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material

weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed

risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit

provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and

procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are

recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting

principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of

management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely

detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the

financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft

Cologne, Germany

March 19, 2026

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Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

To the Shareholders and Supervisory Board

QIAGEN N.V.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of QIAGEN N.V. and subsidiaries (the Company) as of December 31, 2024, the related

consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the two‑year period ended December 31,

2024, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material

respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for each of the years in the two‑year

period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated

financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)

and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the

Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable

assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing

procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond

to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our

audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the

consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ KPMG AG Wirtschaftsprüfungesellschaft

We served as the Company’s auditor from 2015 to 2024.

Düsseldorf, Germany

March 28, 2025, except for Note 1.1, as to which the date is March 19, 2026

QIAGEN N.V. | Financial Report 2025

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QIAGEN N.V. and Subsidiaries Consolidated Balance Sheets


(in thousands)		As of December 31,
(in thousands)	Notes	2025	2024

Assets
Current assets:
Cash and cash equivalents	(3)	$839,005	$663,555
Short-term investments	(7)	259,913	489,437
Accounts receivable, net of allowance for credit losses of $19,538 and $18,226, respectively	(3, 24)	402,608	349,278
Inventories, net	(3, 6)	301,888	279,256
Prepaid expenses and other current assets	(8)	191,659	178,327
Total current assets		1,995,073	1,959,853
Long-term assets:
Property, plant and equipment, net of accumulated depreciation of $464,965 and $516,324, respectively	(9)	923,948	753,611
Goodwill	(11)	2,700,658	2,425,418
Intangible assets, net of accumulated amortization of $578,981 and $693,062, respectively	(11, 6)	386,431	303,815
Other long-term assets	(10, 12, 14, 17)	275,122	246,925
Total long-term assets		4,286,159	3,729,769
Total assets		$6,281,232	$5,689,622

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

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QIAGEN N.V. and Subsidiaries Consolidated Balance Sheets


(in thousands, except par value)		As of December 31,
(in thousands, except par value)	Notes	2025	2024

Liabilities and equity
Current liabilities:
Current portion of long-term debt	(16)	$—	$551,883(1)
Accrued and other current liabilities	(13, 24)	439,481	406,876
Accounts payable	(24)	72,656	83,272
Total current liabilities		512,137	1,042,031(1)
Long-term liabilities:
Long-term debt, net of current portion	(16)	1,654,428	839,665(1)
Other long-term liabilities	(4, 12, 14, 15,17)	336,513	240,587
Total long-term liabilities		1,990,941	1,080,252(1)
Commitments and contingencies	(20)
Equity:
Preference shares, 0.01 EUR par value, authorized—450,000 shares, no shares issued and outstanding		—	—
Financing preference shares, 0.01 EUR par value, authorized—40,000 shares, no shares issued and outstanding		—	—
Common Shares, 0.01 EUR par value, authorized—410,000 shares, issued—217,685 shares in 2025 and 223,904 in 2024		2,529	2,601
Additional paid-in capital		1,436,360	1,666,070
Retained earnings		2,748,390	2,448,122
Accumulated other comprehensive loss	(18)	(377,309)	(474,539)
Less treasury shares, at cost—764 and 1,614 shares, respectively		(31,816)	(74,915)
Total equity		3,778,154	3,567,339
Total liabilities and equity		$6,281,232	$5,689,622

(1) The December 31, 2024 balances for the 'current portion of long-term debt' and 'long-term debt, net of current portion' have been revised to correct the classification of certain amounts. See Note 1.

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

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QIAGEN N.V. and Subsidiaries Consolidated Statements of Income


(in thousands, except per share data)		Years ended December 31,
(in thousands, except per share data)	Notes	2025	2024	2023

Net sales	(3, 4, 24)	$2,089,999	$1,978,214	$1,965,311
Cost of sales:
Cost of sales	(6)	735,268	952,323	667,425
Acquisition-related intangible amortization	(3)	55,236	58,541	64,198
Total cost of sales		790,504	1,010,864	731,623
Gross profit		1,299,495	967,350	1,233,688
Operating expenses:
Sales and marketing		457,993	450,929	459,912
Research and development	(3)	187,516	193,494	198,511
General and administrative	(3)	125,676	113,432	119,254
Acquisition-related intangible amortization	(3)	8,000	9,596	10,764
Restructuring, acquisition, integration and other, net	(1, 3, 6)	54,459	102,188	35,309
Total operating expenses		833,644	869,639	823,750
Income from operations		465,851	97,711	409,938
Other income (expense):
Interest income		64,320	68,016	78,992
Interest expense		(33,256)	(43,841)	(53,410)
Other expense, net	(10, 14)	(6,650)	(739)	(5,711)
Total other income, net		24,414	23,436	19,871
Income before income tax expense		490,265	121,147	429,809
Income tax expense	(3, 17)	65,385	37,556	88,506
Net income		$424,880	$83,591	$341,303
Basic earnings per common share	(19)	$1.96	$0.38	$1.50
Diluted earnings per common share	(19)	$1.94	$0.37	$1.48

Weighted-average common shares outstanding:
Basic	(19)	217,219	222,619	228,146
Diluted	(19)	218,880	224,717	230,619

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

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QIAGEN N.V. and Subsidiaries Consolidated Statements of Comprehensive Income


(in thousands)		Years ended December 31,
(in thousands)	Notes	2025	2024	2023

Net income		$424,880	$83,591	$341,303
Other comprehensive income (loss) to be reclassified to profit or loss in subsequent periods:
(Losses) gains on cash flow hedges (net of $11,197 tax benefit in 2025, $30,145 tax expense in 2024 and $18,344 tax benefit in 2023)	(14)	(32,185)	86,698	(52,755)
Reclassification adjustments on cash flow hedges (net of $11,775 tax expense in 2025, $29,102 tax benefit in 2024 and $17,183 tax expense in 2023)	(14)	33,786	(83,696)	49,417
Cash flow hedges (net of $578 tax expense in 2025, $1,043 tax expense in 2024 and $1,161 tax benefit in 2023)		1,601	3,002	(3,338)
Net investment hedge	(14)	(43,528)	24,552	(18,396)
Gain (loss) on pension (net of $170 tax expense in 2025, $227 tax benefit in 2024 and $72 tax expense in 2023)		119	(530)	167
Foreign currency translation adjustments		139,038	(67,733)	(8,172)
Other comprehensive income (loss)		97,230	(40,709)	(29,739)
Comprehensive income		$522,110	$42,882	$311,564

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

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QIAGEN N.V. and Subsidiaries Consolidated Statements of Changes in Equity


(in thousands)	Notes	Common shares		Additional paid-in capital	Retained earnings	Accumulated other comprehensive income (loss)	Treasury shares		Total equity
(in thousands)	Notes	Shares	Amount	Additional paid-in capital	Retained earnings	Accumulated other comprehensive income (loss)	Shares	Amount	Total equity

Balance at December 31, 2022		230,829	$2,702	$1,868,015	$2,160,173	($404,091)	(3,113)	($160,188)	$3,466,611
Net income		—	—	—	341,303	—	—	—	341,303
Other comprehensive loss		—	—	—	—	(29,739)	—	—	(29,739)
Issuance of common shares in connection with stock plan	(22)	—	—	—	(44,676)	—	873	44,840	164
Tax withholding related to vesting of stock awards	(22)	—	—	—	—	—	(387)	(17,675)	(17,675)
Share-based compensation	(22)	—	—	47,100	—	—	—	—	47,100
Balance at December 31, 2023		230,829	$2,702	$1,915,115	$2,456,800	($433,830)	(2,627)	($133,023)	$3,807,764
Capital repayment	(18)	(6,925)	(101)	(292,672)	—	—	79	—	(292,773)
Net income		—	—	—	83,591	—	—	—	83,591
Other comprehensive loss		—	—	—	—	(40,709)	—	—	(40,709)
Issuance of common shares in connection with stock plan	(22)	—	—	—	(92,269)	—	1,734	92,269	—
Tax withholding related to vesting of stock awards	(22)	—	—	—	—	—	(800)	(34,161)	(34,161)
Share-based compensation	(22)	—	—	43,627	—	—	—	—	43,627
Balance at December 31, 2024		223,904	$2,601	$1,666,070	$2,448,122	($474,539)	(1,614)	($74,915)	$3,567,339
Capital repayment	(18)	(6,219)	(72)	(280,110)	—	—	45	—	(280,182)
Net income		—	—	—	424,880	—	—	—	424,880
Other comprehensive income		—	—	—	—	97,230	—	—	97,230
Cash dividends declared, $0.25 per share	(18)	—	—	—	(54,243)	—	—	—	(54,243)
Issuance of common shares in connection with stock plan	(22)	—	—	—	(70,369)	—	1,473	70,369	—
Tax withholding related to vesting of stock awards	(22)	—	—	—	—	—	(668)	(27,270)	(27,270)
Share-based compensation	(22)	—	—	50,400	—	—	—	—	50,400
Balance at December 31, 2025		217,685	$2,529	$1,436,360	$2,748,390	($377,309)	(764)	($31,816)	$3,778,154

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

QIAGEN N.V. | Financial Report 2025

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QIAGEN N.V. and Subsidiaries Consolidated Statements of Cash Flows


(in thousands)		Years ended December 31,
(in thousands)	Notes	2025	2024	2023

Cash flows from operating activities:
Net income		$424,880	$83,591	$341,303
Adjustments to reconcile net income to net cash provided by operating activities, net of effects of businesses acquired:
Depreciation and amortization		193,746	203,268	205,336
Non-cash impairments	(6, 10)	22,440	203,408	4,158
Amortization of debt discount and issuance costs		3,367	18,428	30,162
Share-based compensation expense	(22)	50,400	43,627	47,100
Deferred tax (benefit) expense	(17)	(20,067)	(23,041)	10,731
Loss on marketable securities		968	426	—
Other items, net including fair value changes in derivatives		13,105	8,391	7,623
Net changes in operating assets and liabilities:
Accounts receivable	(3)	(36,392)	12,218	(55,119)
Inventories	(3, 6)	(848)	87,755	(44,787)
Prepaid expenses and other current assets	(8)	3,021	14,234	4,390
Other long-term assets		(1,712)	(1,194)	691
Accounts payable		(8,418)	1,446	(22,417)
Accrued and other current liabilities	(13)	(42,821)	(8,642)	(55,583)
Income taxes	(17)	14,316	25,528	(7,458)
Other long-term liabilities		38,341	4,108	(6,675)
Net cash provided by operating activities		654,326	673,551	459,455
Cash flows from investing activities:
Purchases of property, plant and equipment		(201,049)	(167,174)	(149,710)
Purchases of intangible assets	(11)	(6,077)	(4,068)	(13,092)
Purchases of short-term investments	(7)	(369,014)	(685,915)	(976,448)
Proceeds from redemptions of short-term investments	(7)	597,057	584,979	1,270,551
Cash paid for acquisitions, net of cash acquired	(5)	(291,227)	—	(149,532)
Cash (paid) received for collateral asset	(14)	(32,163)	25,414	(66,583)
Purchases of investments, net	(10)	(2,806)	(2,465)	(2,870)
Other investing activities		—	—	29
Net cash used in investing activities		(305,279)	(249,229)	(87,655)

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QIAGEN N.V. and Subsidiaries Consolidated Statements of Cash Flows


(in thousands)		Years ended December 31,
(in thousands)	Notes	2025	2024	2023

Cash flows from financing activities:
Proceeds from long-term debt, net of issuance costs	(16)	742,318	494,211	—
Repayment of long-term debt	(16)	(534,167)	(601,536)	(400,000)
Capital repayment	(18)	(280,086)	(292,099)	—
Cash dividend payment	(18)	(54,243)	—	—
Tax withholding related to vesting of stock awards	(22)	(27,270)	(34,161)	(17,675)
Cash (paid) received for collateral liability	(14)	(16,080)	11,350	(16,315)
Cash paid for contingent consideration	(14)	(9,219)	—	—
Payment of intrinsic value of cash convertible notes	(16)	—	—	(36,762)
Proceeds from exercise of call options related to cash convertible notes	(16)	—	—	36,762
Other financing activities		(229)	(661)	163
Net cash used in financing activities		(178,976)	(422,896)	(433,827)
Effect of exchange rate changes on cash and cash equivalents		5,379	(5,955)	(558)
Net increase (decrease) in cash and cash equivalents		175,450	(4,529)	(62,585)
Cash and cash equivalents, beginning of period		663,555	668,084	730,669
Cash and cash equivalents, end of period		$839,005	$663,555	$668,084

Supplemental cash flow disclosures:
Cash paid for interest		$29,252	$24,181	$20,348
Cash paid for income taxes, net of refunds	(17)	$17,266	$15,684	$82,409

Supplemental disclosure of non-cash investing activities:
Equity securities acquired in non-monetary exchange	(10)	$—	$—	$2,604

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

QIAGEN N.V. | Financial Report 2025

Page 106

Notes to the Consolidated Financial

December 31, 2025

1. Corporate Information and Basis of Presentation

Corporate Information

QIAGEN N.V. is a public limited liability company (naamloze vennootschap) under Dutch law with a registered office at

Hulsterweg 82, 5912 PL Venlo, The Netherlands. QIAGEN N.V., a Netherlands holding company, and subsidiaries (we,

our or the Company) is a global leader in Sample to Insight solutions, that enable customers to extract and analyze

molecular information from samples containing the building blocks of life. Our Sample technologies isolate and process

DNA, RNA and proteins from blood, tissue and other materials. Assay technologies prepare these biomolecules for

analysis, while bioinformatics support the interpretation of complex data to deliver actionable insights. Automation

solutions integrate these steps into streamlined, cost-effective workflows. We serve more than 500,000 customers

worldwide in the Life Sciences (academia, pharmaceutical research and development and industrial applications, such as

forensics) and molecular diagnostics (clinical healthcare). As of December 31, 2025, we employed approximately 5,700

people in more than 35 locations worldwide.

Basis of Presentation

The accompanying consolidated financial statements were prepared in accordance with U.S. generally accepted

accounting principles (GAAP) and all amounts are presented in U.S. dollars rounded to the nearest thousand, unless

otherwise indicated.

We undertake acquisitions to complement our own internal product development activities. In December 2025, we

acquired Parse Biosciences, Inc. a privately held, leading provider of scalable, instrument-free solutions for single-cell

research located in Seattle, Washington. In May 2025, we acquired GNX Data Systems Ltd. (doing business as Genoox).

Genoox, a privately held company founded in 2014 and headquartered in Tel Aviv, Israel, provides AI-powered software

that enables clinical labs to scale and accelerate the processing of complex genetic tests. In January 2023, we acquired

Verogen, Inc., a leader in the use of next-generation sequencing (NGS) technologies to drive the future of human

identification (HID) and forensic investigation located in San Diego, California. At the acquisition dates, all the assets

acquired and liabilities assumed were recorded at their respective fair values and our consolidated results of operations

include the operating results from the acquired companies from the acquisition dates. Aside from Parse Biosciences, these

acquisitions were not significant to the overall consolidated financial statements.

QIAGEN N.V. | Financial Report 2025

Page 107

Notes to the Consolidated Financial Statements

1.1 Revision of Previously Issued Financial Statements

In 2025, we corrected the classification of $498.4 million of debt previously reported as long-term as of December 31,

2024 that should have been classified as current under U.S. GAAP due to the December 17, 2025 bondholder put date

with respect to the $500.0 million aggregate principal amount of 0.000% Senior Unsecured Convertible Notes due 2027.

Based on an analysis of quantitative and qualitative factors in accordance with SEC Staff Accounting Bulletin No. 99

“Materiality”, we concluded that the correction is not material to the previously issued financial statements as of or for the

year ended December 31, 2024. This reclassification had no impact on the Consolidated Statement of Income, Statement

of Comprehensive Income, Statement of Cash Flows or Statement of Shareholders' Equity for any period.

2. Effects of New Accounting Pronouncements

The following new Financial Accounting Standards Board (FASB) Accounting Standards Updates (ASU) were adopted in

2025, 2024 and 2023:

Adoption of New Accounting Standards in 2025

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures enhances annual income tax

disclosures to address investor requests for more information about the tax risks and opportunities present in an entity's

worldwide operations. The two primary enhancements disaggregate existing income tax disclosures related to the effective

tax rate reconciliation and income taxes paid. This ASU is effective for annual periods beginning after December 15,

2024, and early adoption is permitted. We have adopted the new disclosures prospectively beginning with this annual

reporting for the year ended December 31, 2025 as disclosed in Note 17 "Income Taxes."

Adoption of New Accounting Standards in 2024

ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures was issued in response to

stakeholder requests for more decision-useful information about reportable segments. The amendments in ASU 2023-07

improve reportable segment disclosure requirements through enhanced disclosures. This ASU does not change how a

public entity identifies its operating segments, aggregates those operating segments or applies the quantitative thresholds to

determine reportable segments. This ASU is effective for fiscal years beginning after December 15, 2023, and we have

adopted the new disclosures retrospectively to all prior periods presented in the consolidated financial statements effective

December 31, 2024 as disclosed in Note 21 "Segment Information."

Adoption of New Accounting Standards in 2023

There was no adoption of new accounting standards in 2023.

QIAGEN N.V. | Financial Report 2025

Page 108

Notes to the Consolidated Financial Statements

New Accounting Standards Not Yet Adopted

As of December 31, 2025, the following recently issued but not yet adopted accounting pronouncements are expected to

impact our consolidated financial statements:

ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic

220-40) requires additional disaggregated expense disclosures in the notes to the financial statements for interim and

annual periods. In January 2025, ASU 2025-01 clarified the effective dates: annual reporting periods beginning after

December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted, and the amendments may be applied prospectively or retrospectively. We are currently

evaluating the impact and expect to adopt in our annual reporting for the year ended December 31, 2027.

ASU 2024-04, Debt—Debt With Conversion and Other Options, Induced Conversions of Convertible Debt Instruments,

clarifies the accounting requirements for settlements of debt instruments accounted for as induced conversions, including

certain convertible debt instruments with cash conversion features and instruments that are not currently convertible. The

ASU is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual

reporting periods. We do not expect a material impact.

ASU 2025-03, Business Combinations (ASC 805), Determining the Accounting Acquirer in the Acquisition of a Variable

Interest Entity, revises the guidance on identifying the accounting acquirer in a business combination in which the legal

acquiree is a variable interest entity (VIE), with the objective of improving comparability with acquisitions that do not

involve VIEs. This ASU is effective for fiscal years beginning after December 15, 2026, including interim periods within

those fiscal years. Early adoption is permitted. We do not expect a material impact and will apply the guidance

prospectively to business combinations occurring after the adoption date.

ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable

and Contract Assets allows entities to use a practical expedient for measuring credit losses on accounts receivable and

contract assets, assuming current conditions persist for their remaining life. The ASU is effective for annual reporting

periods beginning after December 15, 2025, and interim periods within those annual reporting periods. We do not expect

a material impact.

ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the

Accounting for Internal-Use Software amends the guidance for accounting for internal-use software costs. The update

clarifies and simplifies the capitalization requirements for costs incurred in the development of internal-use software,

including both software developed or obtained for internal use and certain cloud computing arrangements. The

amendments provide more specific criteria for when costs should be capitalized versus expensed, and require enhanced

disclosures regarding the nature and amounts of capitalized internal-use software costs. This ASU is effective for annual

periods beginning after December 15, 2027, and interim periods within those annual periods. Early adoption is permitted.

QIAGEN N.V. | Financial Report 2025

Page 109

Notes to the Consolidated Financial Statements

We are currently evaluating the impact of this ASU on our consolidated financial statements and intend to adopt at the

effective date.

ASU 2025-09, Derivatives and Hedging, Hedge Accounting Improvement aligns the hedge accounting with the economics

of risk management activities. This ASU is effective for annual reporting periods beginning after December 15, 2026, and

interim periods within those annual reporting periods. Early adoption is permitted. We are currently evaluating the impact

of ASU 2025-09 and anticipate adopting prospectively at the effective date with our interim reporting in 2027.

ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities,

establishes authoritative guidance for the recognition, measurement, presentation, and related disclosures of government

grants received by business entities. The guidance is effective for public business entities for annual reporting periods

beginning after December 15, 2028 (and interim periods within those annual periods); early adoption is permitted. The

amendments may be applied using a modified prospective, modified retrospective, or retrospective transition approach.

We are currently evaluating the impact and expect to adopt the ASU in our annual reporting for the year ended December

31, 2029.

ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, clarifies when Topic 270 applies, improves

the navigability of interim disclosure requirements (including a comprehensive list of interim disclosures required by GAAP),

and adds a principle to disclose events since the last annual reporting period that have a material impact. The amendments

are effective for public business entities for interim reporting periods within annual reporting periods beginning after

December 15, 2027 (early adoption permitted) and may be applied prospectively or retrospectively. We expect to adopt

prospectively beginning with our interim reporting in 2028.

QIAGEN N.V. | Financial Report 2025

Page 110

Notes to the Consolidated Financial Statements

3. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of QIAGEN N.V. and its wholly-owned subsidiaries. All

significant intercompany accounts and transactions have been eliminated. Investments in either common stock or in-

substance common stock of companies where we exercise significant influence over the operations but do not have control,

and where we are not the primary beneficiary, are accounted for using the equity method. All other investments are

accounted for as discussed under "Non-Marketable Investments" below. When there is a portion of equity in an acquired

subsidiary not attributable, directly or indirectly, to the Company, we record the fair value of the noncontrolling interests at

the acquisition date and classify the amounts attributable to noncontrolling interests separately in equity in the consolidated

financial statements. Any subsequent changes in the Company's ownership interest while the Company retains its

controlling financial interest in its subsidiary are accounted for as equity transactions.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States

requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and

disclosure of contingencies at the date of the financial statements as well as the reported amounts of revenues and

expenses during the reporting period. While changing conditions in our global environment present additional uncertainty,

we continue to use the best information available to form our estimates. Actual results could differ from those estimates.

Concentrations of Risk

We buy materials for products from many suppliers and are not dependent on any one supplier or group of suppliers for

the business as a whole. However, key components of certain products, including certain instrumentation components and

chemicals, are available only from a single source. If supplies from these vendors were delayed or interrupted for any

reason, we may not be able to obtain these materials timely or in sufficient quantities to produce certain products, and

sales levels could be negatively affected. Additionally, our customers include researchers at pharmaceutical and

biotechnology companies, academic institutions, and government and private laboratories. Changes in the budgets

dedicated to research and development available to these researchers and their organizations for applications utilizing our

products could have a significant effect on the product demand.

The financial instruments used in managing our foreign currency, equity and interest rate exposures have an element of risk

in that the counterparties may be unable to meet the terms of the agreements. We attempt to minimize this risk by limiting

the counterparties to a diverse group of highly rated international financial institutions. The carrying values of our financial

instruments incorporate the non-performance risk by using market pricing for credit risk. However, we have no reason to

believe that any counterparties will default on their obligations. In order to minimize our exposure with any single

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Notes to the Consolidated Financial Statements

counterparty, we have entered into master agreements which allow us to manage the exposure with the respective

counterparty on a net basis.

Other financial instruments that potentially subject us to concentrations of credit risk are cash and cash equivalents, short-

term investments, and accounts receivable. To mitigate the risks associated with cash and cash equivalents and short-term

investments, we engage with top-rated financial institutions and diversify our investments across a wide array of financial

instruments. We have established guidelines related to credit quality and maturities of investments intended to maintain

safety and liquidity. Concentration of credit risk with respect to accounts receivable is limited due to a large and diverse

customer base which is dispersed over different geographic areas. Allowances are maintained for potential credit losses

and such losses have historically been within expected ranges.

Foreign Currency Translation

Our reporting currency is the U.S. dollar and the functional currencies of our subsidiaries are generally the local currency

of the respective countries in which they are headquartered. All amounts in the financial statements of entities whose

functional currency is not the U.S. dollar, except for Türkiye (which became hyperinflationary in 2022 and reports in U.S.

dollars), are translated into U.S. dollar equivalents at exchange rates as follows: (1) assets and liabilities at period-end

rates, (2) income statement accounts at average exchange rates for the period, and (3) components of equity at historical

rates. Translation gains or losses are recorded in equity, and transaction gains and losses are reflected in net income as a

component of other expense, net. Realized gains or losses on the value of derivative contracts entered into to hedge the

exchange rate exposure of receivables and payables are also included in net income as a component of other expense,

net. The net gain or loss on foreign currency transactions was a net loss of $8.4 million in 2025, a net loss of $4.5 million

in 2024 and a net loss of $5.8 million in 2023 and are included in other expense, net in the accompanying consolidated

statements of income.

The exchange rates of key currencies were as follows:


(USD equivalent for one)	Closing rate at December 31,		Annual average rate
(USD equivalent for one)	2025	2024	2025	2024	2023

Euro (EUR)	1.1750	1.0389	1.1296	1.0821	1.0814
Pound Sterling (GBP)	1.3466	1.2529	1.3179	1.2782	1.2435
Swiss Franc (CHF)	1.2615	1.1038	1.2059	1.1362	1.1133
Japanese Yen (JPY)	0.0064	0.0064	0.0067	0.0066	0.0071
Chinese Yuan (CNY)	0.1428	0.1370	0.1391	0.1390	0.1413

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Notes to the Consolidated Financial Statements

Segment Information

We determined that we operate as one operating segment in accordance with the Financial Accounting Standards Board

(FASB) Accounting Standards Codification (ASC) Topic 280, Segment Reporting. Our chief operating decision maker

(CODM) makes decisions based on the Company as a whole. In addition, we have a common basis of organization and

types of products and services which derive revenues and consistent product margins. Accordingly, we operate and make

decisions as one reporting unit.

Revenue Recognition

We recognize revenue when control of promised goods or services transfers to our customers in an amount that reflects the

consideration that is expected to be received in exchange for those goods or services. The majority of our sales revenue is

recognized when products are shipped to the customers, at which point control transfers.

Warranty

We provide warranties on our products against defects in materials and workmanship for a period of one year. A

provision for estimated future warranty costs is recorded in cost of sales at the time product revenue is recognized. Product

warranty obligations are included in accrued and other current liabilities in the accompanying consolidated balance

sheets.

Research and Development

Research and product development costs are expensed as incurred. Research and development expenses consist primarily

of salaries and related expenses, facility costs, and payments to contract research organizations and laboratories for the

provision of services and materials. Additionally, these expenses cover costs related to internal use or clinical trials.

Government Grants

We recognize government grants when there is reasonable assurance that all conditions will be complied with and the

grant will be received. Our government grants generally represent subsidies for designated activities and are recognized

as a reduction in the expenses associated with those activities once they are earned. Thus, when the grant relates to

research and development expenses, the grant is recognized over the same period that the related costs are incurred.

Otherwise, amounts received under government grants are recorded as liabilities in the balance sheet. When the grant

relates to an asset, the nominal amount of the grant is deducted from the carrying amount of the asset and recognized over

the depreciable asset life.

Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that takes a substantial period

of time to prepare for use or sale are capitalized as part of the cost of the respective asset (qualifying asset) when such

borrowing costs are significant. All other borrowing costs are expensed in the period they occur.

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Notes to the Consolidated Financial Statements

Shipping and Handling Income and Costs

Shipping and handling charged to customers is recorded as revenue in the period that the related product sales revenue is

recorded.

Associated costs of shipping and handling are included in sales and marketing expenses. For the years ended

December 31, 2025, 2024 and 2023, shipping and handling costs totaled $31.8 million, $33.4 million and $32.4

million, respectively.

Advertising Costs

The costs of advertising are expensed as incurred and are included as a component of sales and marketing expense.

Advertising costs for the years ended December 31, 2025, 2024 and 2023 were $8.7 million, $9.6 million and $11.5

million, respectively.

General and Administrative

General and administrative expenses primarily represent the costs required to support administrative infrastructure. These

expenses include licensing costs in connection with ongoing investments in information technology, including cyber

security, along with personnel costs of employees in administrative functions.

Restructuring, Acquisition, Integration and Other

We incur indirect acquisition and business integration costs in connection with business combinations which are expensed

when incurred. These costs represent incremental costs that we believe would not have been incurred absent the business

combinations. Major components of these costs include consulting and related fees incurred to integrate or restructure the

acquired operations, payroll and related costs for employees remaining with the Company on a transitional basis and

public relations, advertising and media costs for re-branding of the combined organization.

Restructuring and other costs include employee-related costs (principally termination benefits) as well as contract and other

costs, primarily contract termination costs. Termination benefits are accounted for in accordance with FASB ASC Topic

712, Compensation - Nonretirement Postemployment Benefits, and are recorded when it is probable that employees will be

entitled to benefits and the amounts are known or can be reasonably estimated. Estimates of termination benefits are based

on the frequency of past termination benefits, the similarity of benefits under the current plan and prior plans, and the

existence of statutory required minimum benefits. Contract and other costs are accounted for in accordance with FASB ASC

Topic 420, Exit or Disposal Cost Obligations and are recorded when the liability is incurred. Additionally, expenses

incurred may also include costs that are an integral component of, and are directly attributable to, restructuring activities

which do not qualify as exit and disposal costs, such as intangible asset impairments and other asset related write-offs or

consulting and advisory costs. The specific measures and associated estimated costs are based on management's best

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Notes to the Consolidated Financial Statements

business judgment under the existing circumstances at the time the estimates are made. If future events require changes to

these estimates, such adjustments will be reflected in the period of the revised estimate.

Income Taxes

We account for income taxes under the liability method. Under this method, total income tax expense is the amount of

income taxes expected to be payable for the current year plus the change from the beginning of the year for deferred tax

assets and liabilities, established for the expected future tax consequences. Deferred tax assets and liabilities stem from

differences between the financial statement carrying amounts and the tax basis of assets and liabilities and are determined

by multiplying the differences between these values by the enacted tax rates expected to be in effect when such differences

are reversed or settled. Deferred tax assets are reduced by a valuation allowance to arrive at a carrying amount more

likely than not to be realized. Any change in tax rates affecting deferred taxes is recognized in income in the period that

includes the enactment date.

The effects of a tax position are initially recognized in the financial statements when it is more likely than not that the

position will be sustained upon examination by the taxing authorities. Such tax positions are initially and subsequently

measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon

settlement, with the taxing authority using the cumulative probability method and assuming the taxing authority has full

knowledge of the position and all relevant facts. Our policy is to recognize interest accrued related to income taxes in

interest expense and record penalties related to income taxes within income tax expense.

Derivative Instruments

We enter into derivative financial instrument contracts to minimize the variability of cash flows or income statement impacts

associated with the anticipated transactions being hedged or to hedge fluctuating interest rates. As changes in foreign

currencies or interest rates impact the value of anticipated transactions, the fair value of the forward or swap contracts also

changes, offsetting foreign currency or interest rate fluctuations. Derivative instruments are recorded on the balance sheet at

fair value. Changes in fair values of derivatives are recorded in current earnings or other comprehensive income (loss),

with the treatment dependent upon whether or not a derivative is designated as part of a hedge transaction.

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Notes to the Consolidated Financial Statements

Share-Based Payments

Compensation costs for all share-based payments are recorded based on the grant date fair value, less an estimate for pre-

vesting forfeitures, recognized in expense over the service period using an accelerated method.

Forfeiture Rate - This is the estimated percentage of grants that are expected to be forfeited or canceled on an annual basis

before fully vesting. We estimated the forfeiture rate based on historical forfeiture experience.

Restricted Stock Units and Performance Stock Units - Restricted stock units and performance stock units represent rights to

receive Common Shares at a future date. The fair market value of restricted and performance stock units is determined

based on the number of stock units granted and the fair market value of our shares on the grant date. The fair market value

at the time of the grant, less an estimate for pre-vesting forfeitures, is recognized in expense over the vesting period. At

each reporting period, the estimated performance achievement of the performance stock units is assessed, and any change

in the estimated achievement is recorded on a cumulative basis in the period of adjustment.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on deposit in banks and other cash invested temporarily in various instruments

that are short-term and highly liquid with an original maturity of less than three months at the date of purchase. Cash

equivalents are carried at amortized cost which approximates fair value. Cash and cash equivalents as of December 31,

2025 and 2024 were as follows:


(in thousands)	2025	2024

Cash at bank and on hand	$136,543	$92,705
Money market funds	647,809	399,917
Short-term bank deposits	54,653	170,933
Cash and cash equivalents	$839,005	$663,555

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Notes to the Consolidated Financial Statements

Short-Term Investments

Short-term investments include cash investments with original maturities of greater than three months, classified as

“available for sale” and stated at amortized cost, which is equivalent to the fair value, in the accompanying consolidated

balance sheet. Interest income is accrued when earned and changes in fair market values are reflected in other expense,

net. The amortization of premiums and accretion of discounts to maturity arising from acquisition are included in interest

income. A decline in fair value that is judged to be other-than-temporary is accounted for as a realized loss and the write-

down is included in the consolidated statements of income. Realized gains and losses, determined on a specific

identification basis on the sale of short-term investments, are included in other expense, net.

Short-term investments consisting of marketable equity securities are reported at fair value with gains and losses recorded in

earnings.

Fair Value of Financial Instruments

The carrying amount of cash, cash equivalents and short-term investments recorded at cost, accounts receivable, accounts

payable and accrued and other current liabilities approximate their fair values because of the short maturities of those

instruments. The carrying values of our variable rate debt and leases approximate their fair values because of the short

maturities and/or interest rates, which are comparable to those available to us on similar terms. The fair values of the

convertible notes are based on an estimation using available over-the-counter market information. The fair values of the

German Private Placement are based on an estimation using changes in the euro swap rates.

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Notes to the Consolidated Financial Statements

Accounts Receivable, Loans and Other Receivables and Allowance for Credit Losses

Our accounts receivable consist of unsecured customer obligations, and we are at risk to the extent such amounts become

uncollectible. We establish allowances for credit losses that result from the expected failure or inability of our customers to

fulfill their payment obligations. We recognize allowances for expected credit losses at inception and regularly reassess

these estimates to consider historical experience with bad debts, the aging of the receivables, credit quality of the customer

base, current economic conditions and other reasonable and supportable expectations for future conditions, if applicable.

Once a receivable is determined to be uncollectible, the balance is charged against the allowance.

We sell our products worldwide through sales subsidiaries and distributors. There is no concentration of credit risk with

respect to trade accounts receivable as we have a large number of internationally dispersed customers. Trade accounts

receivable are non-interest bearing and mostly have payment terms of 30 to 90 days. For 2025, 2024, and 2023, no

single customer represented more than ten percent of accounts receivable or consolidated net sales.

The changes in the allowance for credit losses on accounts receivable and loans and other receivables for the years ended

December 31, 2025, 2024 and 2023 are as follows:


(in thousands)	Accounts receivable			Loans and other receivables
(in thousands)	2025	2024	2023	2025	2024	2023

Balance at beginning of year	$18,226	$17,296	$22,880	$44	$53	$10,598
Provisions for expected credit losses	1,143	4,204	(2,873)	—	(5)	5
Deductions from allowance	(633)	(2,148)	(2,378)	—	—	(10,552)
Currency translation adjustments and other	802	(1,126)	(333)	9	(4)	2
Balance at end of year	$19,538	$18,226	$17,296	$53	$44	$53

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Notes to the Consolidated Financial Statements

Inventories

Inventories are stated at the lower of cost or net realizable value, determined using either a weighted average cost basis or

a standard cost basis which is regularly adjusted to actual. Inventories include material, direct labor and overhead costs

and are reduced for estimated obsolescence. Inventories consisted of the following as of December 31, 2025 and 2024:


(in thousands)	2025	2024

Raw materials	$54,163	$52,770
Work in process	78,419	72,675
Finished goods	169,306	153,811
Total inventories, net	$301,888	$279,256

Inventory impairment totaling $11.3 million in 2025 and $93.5 million in 2024 were recognized in connection with the

discontinuation of NeuMoDx, further discussed in Note 6 "Restructuring."

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Capitalized internal-use

software costs include only direct costs associated with the development or acquisition of computer software intended

exclusively for internal use and cloud-based applications to deliver our services. The costs encompass those associated with

the design, coding, installation and testing of these systems. Costs associated with preliminary development, such as the

evaluation and selection of alternatives as well as training, maintenance and support, are expensed as incurred.

For software to be sold, leased or otherwise marketed, costs that are related to the conceptual formulation and design are

expensed as incurred. Once technological feasibility has been established, costs incurred to produce software products

and the software components of products to be sold, leased or marketed are capitalized and amortized.

Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Amortization of

leasehold improvements is computed on a straight-line basis over the lesser of the remaining life of the lease or the

estimated useful life of the improvement asset. We have a policy of capitalizing expenditures that materially increase

assets’ useful lives and charging ordinary maintenance and repairs to operations as incurred. When property or equipment

is sold or disposed of, the cost and any related accumulated depreciation or amortization are removed, and any gain or

loss is recorded in earnings.

Leases

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a

lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for

consideration.

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Notes to the Consolidated Financial Statements

Company as a Lessee

Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available

for use or at the lease commencement date. Leases are classified as finance or operating based on the criteria under ASC

842 Leases, with the lease classification affecting the pattern of expense recognition and amortization of the right-of-use

asset.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net

present value of the following lease payments:

•fixed lease payments, including in-substance fixed payments, less any lease incentives received;

•variable lease payments that are based on an index or a rate;

•amounts expected to be payable to the lessee under residual value guarantees;

•the exercise price of a purchase option, if the lessee is reasonably certain to exercise that option; and

•payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the

lessee's incremental borrowing rate at the lease commencement date is used. The incremental borrowing rate is determined

by examining the interest rates the Company would need to pay to obtain financing and takes into account factors such as

the characteristics and location of the asset, collateral, and applicable market terms and conditions. After the initial

measurement, the lease liability balance will increase with interest accretion over time and subsequently be reduced by

lease payments.

Each lease payment is allocated between the liability and finance charges. The interest element of the finance cost is

recognized as interest expense over the lease period to produce a constant periodic rate of interest on the remaining

balance of the liability for each period. In addition, the carrying amount of the lease liability is remeasured if there is a

modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment

to purchase the underlying asset.

Right-of-use assets are measured at cost comprising the following:

•the amount of the initial measurement of the lease liability;

•any lease payments made at or before the commencement date less any lease incentives received;

•any initial direct costs; and

•restoration costs.

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Notes to the Consolidated Financial Statements

The lease term is the non-cancellable term of the lease, together with any periods covered by an option to extend the lease,

if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably

certain not to be exercised. As part of this assessment, judgment is applied and all relevant factors are considered that

create an economic incentive to exercise the renewal.

The Company leases various items of real estate, vehicles and other equipment. Rental contracts are typically written for

fixed periods but may have extension or termination options.

Company as a Lessor

When functioning as a lessor, the Company assesses whether a lease is a finance lease or an operating lease at lease

inception. Leases in which there is no transfer of substantially all the risks and rewards incidental to ownership of an asset

are classified as operating leases. Lease payments received are recognized under operating leases as income on a

straight-line basis over the lease terms in the Consolidated Statements of Income.

Business Combinations

We include the results of operations of the businesses that we acquire as of the acquisition date. The purchase price of an

acquired business is allocated to the individual assets acquired and liabilities assumed based on their fair values at the

date of acquisition. Those fair values are determined using income, cost and market approaches, most of which depend

upon significant inputs that are not observable in the market, or Level 3 measurements. The excess of purchase price over

the fair value of identifiable assets acquired and liabilities assumed is recorded as goodwill. Acquisition-related expenses

are expensed as incurred.

The purchase price for some business combinations includes consideration that is contingent on the achievement of net

sales or earnings targets by the acquired business. Contingent consideration is measured initially and on a recurring basis

at fair value. Except for contingent consideration payments which are made soon after the acquisition date which are

classified as investing activities, payments to settle the acquisition date fair value of contingent consideration are presented

as financing activities on the statement of cash flows; any payments in excess of the acquisition date fair value are

presented as operating activities.

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Notes to the Consolidated Financial Statements

Acquired Intangibles and Goodwill

Acquired intangibles with future uses are carried at cost less accumulated amortization and consist of licenses to

technology held by third parties and other acquired intangible assets. Amortization related to patents are computed over

the estimated useful life of the underlying patent, which has historically ranged from 1 to 20 years. Purchased intangible

assets acquired in business combinations, other than goodwill, are amortized over their estimated useful lives unless these

lives are determined to be indefinite. Intangibles are assessed for recoverability considering the contract life and the period

of time over which the intangible will contribute to future cash flow. The unamortized cost of intangible assets, where cash

flows are independent and identifiable from other assets, is evaluated periodically and adjusted, if necessary, if events and

circumstances indicate that a decline in value below the carrying amount has occurred.

Amortization expense related to developed technology and patent and license rights that have been acquired in a business

combination is included in cost of sales. Amortization of trademarks, customer base and non-compete agreements acquired

in a business combination is recorded in operating expense under acquisition-related intangible amortization. Amortization

expense for intangible assets not acquired in a business combination is recorded within either the cost of sales, research

and development or sales and marketing line items based on the use of the asset.

We dispose of the gross carrying amount and accumulated amortization of fully amortized intangible assets from historic

business combinations once they are considered fully integrated into our business.

The fair value of in-process research and development (IPR&D) acquired in a business combination is capitalized as an

indefinite-lived intangible asset until completion or abandonment of the related research and development activities. IPR&D

is tested for impairment annually or when any event or circumstance indicates that the fair value may be below the carrying

value. If and when research and development is complete, the associated asset is amortized over the estimated useful life.

Goodwill represents the difference between the purchase price and the estimated fair value of the net assets acquired

arising from business combinations. Goodwill is subject to impairment tests annually or earlier if indicators of potential

impairment exist. We have elected to perform our annual test for indications of impairment as of October 1st of each year.

Following the annual impairment tests for the years ended December 31, 2025, 2024 and 2023, goodwill has not been

impaired.

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Notes to the Consolidated Financial Statements

Non-Marketable Investments

We have investments in non-marketable equity securities issued by privately held companies. These investments are

included in other long-term assets in the accompanying consolidated balance sheets. Non-marketable investments through

which we exercise significant influence but do not have control are accounted for using the equity method, which requires

that we recorded our share of unrealized gains and losses on our equity method investments in other (expense) income,

net. We monitor for changes in circumstances that may require a reassessment of the level of influence. Our non-

marketable equity securities not accounted for under the equity method are accounted for under the measurement

alternative. Under the measurement alternative, the carrying value is measured at cost, less any impairment, plus or minus

changes resulting from observable price changes in orderly transactions for identical or similar investments of the same

issuer. Adjustments are determined primarily based on a market approach as of the transaction date.

Investments are evaluated periodically, or when impairment indicators are noted, to determine if declines in value are

other-than-temporary. In making that determination, we consider all available evidence relating to the realizable value of

the security. This evidence includes, but is not limited to, the following:

•adverse financial conditions of a specific issuer, segment, industry, region or other variables;

•the length of time and the extent to which the fair value has been less than cost; and

•the financial condition and near-term prospects of the issuer.

We consider whether the fair values of any of our non-marketable investments have declined below their carrying value

whenever adverse events or changes in circumstances indicate that recorded values may not be recoverable. If any such

decline is considered to be other-than-temporary (based on various factors, including historical financial results, product

development activities and the overall health of the affiliate’s industry), then a write-down of the investment to its estimated

fair value would be recorded in operating expense. Investment impairments recorded during the year ended December 31,

2025 are discussed in Note 10 "Investments."

Variable Interest Entities

At the inception of each arrangement, we evaluate whether we have made an investment in an entity that is considered a

variable interest entity (VIE) or if we hold other variable interests in an arrangement that is considered a variable interest

entity. We consolidate VIEs when we are the primary beneficiary. The primary beneficiary of a VIE is the party that meets

both of the following criteria: (1) has the power to make decisions that most significantly affect the economic performance

of the VIE; and (2) has the obligation to absorb losses or the right to receive benefits that, in either case, could potentially

be significant to the VIE. Periodically, we assess whether any changes in our interest or relationship with the entity affect

our determination of whether the entity is still a VIE and, if so, whether we are the primary beneficiary. If we are not the

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Page 123

Notes to the Consolidated Financial Statements

primary beneficiary in a VIE, we account for the investment or other variable interests in a VIE as an investment in a non-

marketable investment or in accordance with other applicable GAAP.

Impairment of Long-Lived Assets

We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying

amount of an asset or a group of assets may not be recoverable. We consider, amongst other indicators, a history of

operating losses or a change in expected sales levels to be indicators of potential impairment. Assets are grouped and

evaluated for impairment at the lowest level for which there are identifiable cash flows that are largely independent of the

cash flows of other groups of assets. If an asset is determined to be impaired, the loss is measured as the amount by which

the carrying amount of the asset exceeds the fair value as determined by applicable market prices, when available. When

market prices are not available, we generally measure fair value by discounting projected future cash flows of the asset.

Considerable judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could differ from

such estimates.

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Notes to the Consolidated Financial Statements

4. Revenue

Nature of Goods and Services

Our revenues are reported net of sales and value added taxes, estimated rebates and returns and mainly come from

consumable and instrumentation product sales, with a smaller portion from services, intellectual property, and technology

sales. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that

reflects the consideration we expect to receive in exchange for those products or services. From time to time, we enter into

contracts that can include various combinations of products and services, which are generally distinct and accounted for as

separate performance obligations. The transaction price is allocated to performance obligations based on their relative

stand-alone selling prices.

We offer warranties on our products. Certain of our warranties are assurance-type in nature and do not cover anything

beyond ensuring that the product is functioning as intended. Based on the guidance in FASB ASC Topic 606, assurance-

type warranties do not represent separate performance obligations. The Company also sells separately-priced service

contracts which qualify as service-type warranties and represent separate performance obligations.

We sell our products and services both directly to customers and through distributors generally under agreements with

payment terms typically less than 90 days and, in most cases, not exceeding one year and therefore, contracts do not

contain a significant financing component.

Consumable and Related Revenues

Consumable Products: In the last three years, revenue from consumable product sales has accounted for between

78-79% of our net sales and revenue is recognized when performance obligations under the terms of a contract with a

customer are satisfied. The majority of our contracts have either a single performance obligation to transfer a single

consumable product or multiple performance obligations to transfer multiple products concurrently. Accordingly, we

recognize revenue when control of the products has transferred to the customer, which is generally at the time of shipment

of products as this is when title and risk of loss have been transferred. In addition, invoicing typically occurs at this time so

this is when we have a present right to payment. Revenue is measured as the amount of consideration we expect to receive

in exchange for transferring products and is generally based upon a negotiated formula, list or fixed price.

Related Revenues: Revenues from related products include software-as-a-service (SaaS), licenses, intellectual property

and patent sales, royalties and milestone payments and, over the last three years, has accounted for between 10-11% of

our net sales.

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Notes to the Consolidated Financial Statements

SaaS arrangements: Revenue from SaaS arrangements, which allow customers to use hosted software over the contract

period without taking possession of the software, is recognized over the duration of the agreement unless the terms of

the agreement indicate that revenue should be recognized in a different pattern, for example, based on usage.

Licenses: Licenses for on-site software, which allow customers to use the software as it exists when made available, are sold

as perpetual licenses or term licenses. Revenue from on-site licenses is recognized at the later of when the software is made

available to the customer or the beginning of the license term. When a portion of the transaction price is allocated to a

performance obligation to provide support and/or updates, revenue is recognized as the updates/support are provided,

generally over the life of the license. Revenues from research collaborations include payments for technology transfer and

access rights. Royalties from licensees of intellectual property are based on sales of licensed products and revenues are

recognized at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of

the royalty has been allocated has been satisfied (or partially satisfied).

Milestone Payments: At the inception of each companion diagnostic co-development arrangement that includes

development milestone payments, which represent variable consideration, we evaluate whether the milestones are

probable of being reached and estimate the amount to be included in the transaction price using the most likely amount

method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in

the transaction price. Milestone payments that are not within our control, such as milestones which are achieved through

regulatory approvals, are considered to be constrained and excluded from the transaction price until the required

approvals are received. Revenue is recognized following the input method as this is considered to best depict the timing of

the transfer of control. This involves measuring actual hours incurred to date as a proportion of the total budgeted hours of

the project. At the end of each subsequent reporting period, the proportion of completion is trued-up. We also re-evaluate

the probability of achievement of development milestones and any related constraint on a periodic basis and, if necessary,

adjust our estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis,

which would affect revenues and earnings in the period of adjustment.

Instruments

Revenue from instrumentation includes the instrumentation equipment, installation, training and other instrumentation

services, such as extended warranty services or product maintenance contracts and, over the last three years, has

accounted for between 10-12% of net sales. Revenue from instrumentation equipment is recognized when the customer

obtains control of the instrument, which is predominantly at the time of delivery or upon customer acceptance, where

applicable. Service revenue is recognized over the term of the service period as the customers benefit from the service

throughout the service period. Revenue related to services performed on a time-and-materials basis is recognized when

performed.

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Notes to the Consolidated Financial Statements

Contract Estimates

The majority of our revenue is derived from (i) contracts with an original expected length of one year or less and (ii)

contracts for which we recognize revenue at the amount in which we have the right to invoice as product is delivered. We

have elected, as a practical expedient, not to disclose the value of remaining performance obligations associated with

these types of contracts.

However, we have certain companion diagnostic co-development contracts to provide research and development activities

in which our performance obligations extend over multiple years. As of December 31, 2025, we have $115.9 million of

remaining performance obligations for which the transaction price is not constrained related to these contracts of which we

expect to recognize over approximately 50% over the next 12 to 18 months.

Revenue expected to be recognized in any future year related to remaining performance obligations, excluding revenue

pertaining to contracts that have an original expected duration of one year or less, contracts where revenue is recognized

as invoiced and contracts with variable consideration related to undelivered performance obligations, is not material.

Contract Balances

The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled

receivables (contract assets), and customer advances and deposits (contract liabilities) in the consolidated balance sheet.

Contract assets as of December 31, 2025 and 2024 totaled $10.2 million and $14.5 million, respectively, and are

included in prepaid expenses and other current assets in the accompanying consolidated balance sheets and primarily

relate to the companion diagnostic co-development contracts discussed above.

Contract liabilities primarily relate to non-cancellable advances or deposits received from customers before revenue is

recognized and are primarily related to instrument service and software-as-a-service (SaaS) arrangements. As of

December 31, 2025 and 2024, contract liabilities totaled $95.5 million and $88.8 million, respectively, of which $79.4

million and $70.8 million, respectively, is included in accrued and other current liabilities and $16.1 million and $18.0

million, respectively, is included in other long-term liabilities. During the years ended December 31, 2025 and 2024, we

satisfied the associated performance obligations and recognized revenue of $75.8 million and $75.5 million, respectively,

related to advance customer payments previously received.

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Notes to the Consolidated Financial Statements

Disaggregation of Revenue

We disaggregate our revenue based on product type and product group as shown in the tables below for the years ended

December 31, 2025, 2024 and 2023:


Product type (in thousands)	2025	2024	2023

Consumables and related revenues	$1,876,424	$1,760,239	$1,726,213
Instruments	213,575	217,975	239,098
Total net sales	$2,089,999	$1,978,214	$1,965,311


Product group (in thousands)	2025	2024	2023

Sample technologies	$661,265	$642,031	$662,991
Diagnostic solutions	803,080	748,888	697,630
PCR/Nucleic acid amplification	308,992	300,468	300,204
Genomics/NGS	241,775	233,608	238,910
Other	74,887	53,219	65,576
Total net sales	$2,089,999	$1,978,214	$1,965,311

Refer to Note 21 "Segment Information" for disclosure of revenue by geographic region.

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Notes to the Consolidated Financial Statements

5. Acquisitions

We undertake acquisitions to complement our own internal product development activities. Our acquisitions have

historically been made at prices above the fair value of the acquired net assets, resulting in goodwill, due to expectations

of synergies of combining the businesses. These synergies include use of our existing infrastructure, such as our sales force,

business service centers, distribution channels and customer relations, to expand sales of an acquired business' products;

use of the infrastructure of the acquired businesses to cost-effectively expand sales of our products; and elimination of

duplicative facilities, functions and staffing.

2025 Business Combinations

Parse Biosciences, Inc.

On December 2, 2025, we acquired 100% of the shares of Parse Biosciences, Inc. (Parse). Parse, a leading provider of

scalable, chemistry-based single-cell solutions was founded in 2018 in Seattle, Washington. Its proprietary Evercode™

platform enables instrument-free, high-throughput RNA workflows with unmatched flexibility and ease of use. The company

also offers the cloud-based Trailmaker™ software suite for intuitive data analysis and GigaLab, a service platform capable

of processing large-scale projects. Parse serves more than 3,000 customers in over 40 countries.

The cash consideration totaled $229.1 million. Of this amount, $33.0 million was retained in an escrow account as of

December 31, 2025 which is available to cover working capital adjustments and claims for breach of any representations,

warranties or indemnities. The acquisition included contingent consideration which is recorded as part of the purchase

price based on the acquisition date fair value. Under the purchase agreement, potential contingent payments through

2027 total $55.0 million, of which the fair value of $13.4 million was recorded as purchase price. The fair value was

initially estimated using a Monte Carlo option pricing model with inputs based on the business plan and historical

peer‑group data and subsequently measured using a probability‑weighted discounted cash flow model applying a

weighted‑average cost of capital of 11.4% to 11.8%.

We incurred $4.5 million acquisition related costs to effect the business combination during the year ended December 31,

2025 which is included in restructuring, acquisition, integration and other, net.

The allocation of the purchase price is preliminary and not yet finalized. The preliminary allocation of the purchase price is

based upon preliminary estimates which used information that was available to management at the time the consolidated

financial statements were prepared and these estimates and assumptions are subject to change within the measurement

period, up to one year from the acquisition date. Accordingly, the allocation may change. We continue to gather

information about the fair value of all assets and liabilities, including intangible assets acquired, and the related deferred

taxes.

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Notes to the Consolidated Financial Statements

The preliminary purchase price allocation for Parse Biosciences, Inc. as of December 2, 2025 is as follows:


(in thousands)		As of December 2, 2025

Purchase Price:
Cash consideration		$229,147
Fair value of contingent consideration		13,400
		$242,547

Preliminary Allocation:
Cash		$4,552
Accounts receivable		3,540
Inventories		6,057
Prepaid expenses and other current assets		2,011
Accounts payable		(947)
Accruals and other current liabilities		(6,900)
Other long-term liabilities		(11,303)
Fixed and other long-term assets		16,124
Developed technology		60,700
Trade name		2,200
Customer base		38,100
Other intellectual property		19
Goodwill		139,828
Deferred tax asset		14,375
Deferred tax liability on fair value of identifiable intangible assets acquired		(25,809)
		$242,547

The weighted average amortization period for the acquired intangibles is 14.8 years. The goodwill acquired is not

deductible for tax purposes.

At the acquisition date, all the assets acquired and liabilities assumed were recorded at their respective fair values and our

consolidated results of operations include the operating results from the acquired company from the acquisition date.

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Notes to the Consolidated Financial Statements

Revenue and earnings in the reporting period since the acquisition date have not been significant. The acquisition did not

have a material impact to net sales, net income or earnings per common share and therefore no pro forma information has

been provided herein.

GNX Data Systems Ltd.

On May 23, 2025, we acquired 100% of the shares of GNX Data Systems Ltd. (doing business as Genoox), a privately

held company based in Tel Aviv, Israel. Genoox provides a cloud-based AI platform that connects clinicians, genetic

counselors, and healthcare organizations, allowing them to extract actionable insights from genomic data. The cash

consideration paid, net of cash acquired was $66.6 million. The acquisition included contingent consideration totaling

$10.0 million, which is recorded as part of the purchase price based on the acquisition date fair value of $4.6 million

using a probability-weighted analysis of the future milestones applying a discount rate of 11.4%. Potential contingent

payments are due through 2026.

The acquisition is not significant to the overall consolidated financial statements. At the acquisition date, all the assets

acquired and liabilities assumed were recorded at their respective fair values and our consolidated results of operations

include the operating results from the acquired company from the acquisition date. As of December 31, 2025, the

allocation of the purchase price was preliminary as we continue to gather information about the fair value of all assets and

liabilities, including intangible assets acquired, and the related deferred taxes. As of December 31, 2025 and based on

preliminary values, the intangible assets other than goodwill and goodwill acquired, totaled $33.5 million and $48.1

million, respectively. The acquisition did not have a material impact to net sales, net income or earnings per common share

and therefore no pro forma information has been provided herein.

QIAGEN N.V. | Financial Report 2025

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Notes to the Consolidated Financial Statements

6. Restructuring

2025 Restructuring

In the fourth quarter of 2025, management approved restructuring activities as an extension of the efficiency program

implemented in 2024, with the objective of further enhancing operational performance. The restructuring plan principally

entails the elimination or relocation of certain positions, including consolidation of specific functions to lower cost locations.

Total costs, including consulting and advisory costs, are estimated to be approximately $60.0 million, of which

approximately $25.0 million is expected to be incurred in 2026. We expect to identify further actions.

A summary of the liability, which is recorded in accrued and other current liabilities in the accompanying consolidated

balance sheet, as of December 31, 2025 is as follows:


(in thousands)	Employee-related costs	Exit and other costs	Total

Costs incurred	$10,491	$3,530	$14,021
Cash payments	(903)	(3,466)	(4,369)
Foreign currency translation adjustment	138	101	239
Liability at December 31, 2025	$9,726	$165	$9,891

Of the employee-related costs incurred, $1.1 million was recorded in costs of sales, and $9.4 million was recorded in

restructuring, acquisition, integration and other, net while $3.5 million exit and other costs, which include consulting and

advisory costs, were recorded in restructuring, acquisition, integration and other, net, in the consolidated statement of

income for the year ended December 31, 2025.

Consequent to measures undertaken in the execution of the restructuring program, property, plant, and equipment totaling

$18.7 million, consisting of machinery and equipment, including machinery under construction, software applications and

platforms, as well as leasehold improvements, were abandoned and discontinued from operational use during the year.

Management determined that these assets have no alternative use or salvage value, and accordingly the assets were

written off. $14.2 million of the impairment was recorded in cost of sales, and $4.5 million was recorded in restructuring,

acquisition, integration and other, net, in the consolidated statement of income for the year ended December 31, 2025.

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Notes to the Consolidated Financial Statements

2024 Efficiency Program

In 2024, we commenced initiatives to improve the overall efficiency and profitability of the Company. One of these

initiatives was a comprehensive review of our product portfolio which resulted in the decision to phase out our NeuMoDx

clinical PCR system considering the market development following the COVID-19 pandemic and changing customer needs

for integrated PCR-based clinical molecular testing systems. Following this decision, we are refocusing resources and efforts

on developing and commercializing other innovative solutions within our portfolio. Overall, the initiatives include activities

to improve global efficiency through targeted measures to reduce hierarchies and drive increased digitalization and

automation for improved resource allocation and profitable growth. This program was completed in 2025.

The exit cost liability is included in accrued and other current liabilities in the accompanying consolidated balance sheets

as summarized in the following table:


(in thousands)	Employee-related costs	Exit and other costs	Total

Costs in 2024	$30,205	$40,583	$70,788
Payments	(7,949)	(29,580)	(37,529)
Foreign currency translation adjustment	(421)	454	33
Liability at December 31, 2024	$21,835	$11,457	$33,292
Costs in 2025	15,137	4,746	19,883
Release of excess accruals	(4,179)	(778)	(4,957)
Payments	(29,323)	(14,445)	(43,768)
Foreign currency translation adjustment	1,686	38	1,724
Liability at December 31, 2025	$5,156	$1,018	$6,174

Employee-related costs primarily consist of termination benefits provided to employees who have been involuntarily

terminated and retention bonuses incurred during transition periods. Exit and other costs include contract termination costs,

primarily with suppliers and professional service fees to support the program.

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Notes to the Consolidated Financial Statements

The following is a summary of all charges related to the 2024 program recorded in the consolidated statement of income

for the year ended December 31, 2025.


Classification and Type of Charge (in thousands)	Year Ended December 31, 2025	Cumulative charges through 2025
Classification and Type of Charge (in thousands)	Year Ended December 31, 2025	Cumulative charges through 2025

Cost of sales:
Exit and other costs	$670	$24,886
Employee-related costs	4,964	13,168
	$5,634	$38,054

Restructuring, acquisition, integration and other, net:
Exit and other costs	$3,298	$19,664
Employee-related costs	5,994	27,995
	$9,292	$47,659
Total costs	$14,926	$85,713

One of the initiatives of the 2024 Efficiency Program was a comprehensive review of our product portfolio which resulted

in the decision to phase out our NeuMoDx clinical PCR system considering the market development following the

COVID-19 pandemic and changing customer needs for integrated PCR-based clinical molecular testing systems, and

refocus resources and efforts on developing and commercializing other innovative solutions within our portfolio. In 2024,

following an impairment test performed under ASC 360 Property, Plant and Equipment, $166.1 million of long-lived assets

related to the NeuMoDx asset group were fully impaired. Outside of the NeuMoDx asset group, in 2024 as a result of

actions taken in implementing the efficiency program, long-lived assets totaling $34.7 million, including property, plant

and equipment and intangible assets, were impaired. Such impairments primarily related to software applications and

platforms and related development projects which were abandoned and ceased to be used during 2024 and determined

by management to have no alternative use or salvage value.

Following these initiatives, in the second half of 2024 we wrote-off a total of $93.5 million inventory. During 2025,

inventory write-offs totaled $11.3 million. Inventory write downs are recorded in cost of sales.

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Notes to the Consolidated Financial Statements

7. Short-Term Investments

Short-term investments are highly liquid deposits and fixed-income securities denominated in U.S. dollars and euros due

from financial and nonfinancial institutions. As of December 31, 2025 and 2024, short-term investments were as follows:


(in thousands)	2025	2024

Money market deposits	$210,000	$380,584
Commercial paper	49,913	108,853
Total short-term investments	$259,913	$489,437

Money market deposits are interest-bearing deposit accounts, recorded at cost, which approximates fair value, with interest

income accrued as earned. All instruments are classified as current assets in the accompanying balance sheet as they have

an original maturity of less than one year. Interest income is determined using the effective interest rate method.

Investments in commercial paper, a marketable debt security, are classified as available for sale investments and are

recorded at cost, which approximates fair value. Interest income is calculated and accrued using the effective interest

method.

8. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets are summarized as follows as of December 31, 2025 and 2024:


(in thousands)	Notes	2025	2024

Income taxes receivable	(17)	$46,669	$46,563
Prepaid expenses		49,256	41,772
Other receivables		43,052	31,326
Cash collateral	(14)	22,530	3,246
Value added tax		17,551	17,291
Contract assets	(4)	10,153	14,525
Fair value of derivative instruments	(14)	2,448	23,604
Total prepaid expenses and other current assets		$191,659	$178,327

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Notes to the Consolidated Financial Statements

9. Property, Plant and Equipment

Property, plant and equipment as of December 31, 2025 and 2024 were as follows:


(in thousands)	Estimated useful lives (in years)	2025	2024

Land		$27,618	$24,937
Buildings and improvements	up to 60	409,379	381,506
Machinery and equipment	3-15	316,502	284,161
Computer software	3-20	291,026	274,844
Furniture and office equipment	3-10	75,041	78,332
Construction in progress		269,347	226,155
Total property, plant and equipment		1,388,913	1,269,935
Less: Accumulated depreciation and amortization		(464,965)	(516,324)
Total property, plant and equipment, net		$923,948	$753,611

During 2025 and 2024, we incurred impairments in connection with the program discussed in Note 6 "Restructuring."

For the year ended December 31, 2025, construction in progress primarily includes amounts related to projects to expand

production lines and increase capacity of manufacturing as well as ongoing software development projects. For the years

ended December 31, 2025, 2024 and 2023, interest capitalized in connection with these projects totaled $4.3 million,

$2.6 million and $1.2 million, respectively.

For the years ended December 31, 2025, 2024 and 2023, depreciation and amortization expense totaled $95.8 million,

$91.5 million and $85.6 million, respectively. For the years ended December 31, 2025, 2024 and 2023, amortization

related to computer software to be sold, leased or marketed totaled $18.0 million, $13.0 million and $11.7 million,

respectively. As of December 31, 2025 and 2024, the unamortized balance of computer software to be sold, leased or

marketed was $134.3 million and $106.9 million, respectively.

Repairs and maintenance expense was $21.6 million, $17.8 million and $19.3 million in 2025, 2024 and 2023,

respectively.

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Notes to the Consolidated Financial Statements

10. Investments

Non-Marketable Investments

We have made strategic investments in certain privately-held companies without readily determinable market values.

Non-Marketable Investments Accounted for Under the Equity Method

A summary of our non-marketable investments accounted for as equity method investments and included in other long-term

assets in the accompanying consolidated balance sheets is as follows:


(in thousands)	Ownership percentage	Equity investments as of December 31,		Share of income (loss) for the years ended December 31,
(in thousands)	Ownership percentage	2025	2024	2025	2024	2023

TVM Life Science Ventures III	3.10%	$12,888	$11,807	($796)	$1,916	$947
PreAnalytiX GmbH	50.00%	1,215	3,965	5,093	4,344	4,977
Suzhou Fuda Business Management and Consulting Partnership	33.67%	—	2,469	(5)	(44)	49
Apis Assay Technologies Ltd	19.90%	—	—	—	(433)	(1,694)
Actome GmbH	12.50%	—	—	—	(163)	(216)
Hombrechtikon Systems Engineering AG(1)	19.00%	(107)	(193)	109	100	100
Total		$13,996	$18,048	$4,401	$5,720	$4,163

(1) This investment is included in other long-term liabilities in the accompanying consolidated balance sheet as of December 31, 2025 to the extent that we

are committed to fund losses.

During 2025 and 2024, impairment charges totaling $2.5 million and $2.4 million, respectively were recorded in other

expense, net in the accompanying consolidated statement of income. The investment in Suzhou Fuda Business Management

and Consulting Partnership was fully impaired in 2025 following adverse changes in the investee's business which

indicated that the carrying value was no longer recoverable. The investments in Apis Assay Technologies Ltd and Actome

GmbH were fully impaired in 2024 due to adverse changes in the investees' solvency indicating that the carrying value

was no longer recoverable.

TVM Life Science Ventures III (TVM) is a limited partnership and we account for our 3.1% investment under the equity

method as we have the ability to exercise significant influence over the limited partnership. This investment is valued at net

asset value (NAV) reported by the counterparty, adjusted as necessary. During the years ended December 31, 2025,

2024 and 2023, we made cash payments to TVM of $1.9 million, $2.7 million and $2.4 million, respectively. As of

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Page 137

Notes to the Consolidated Financial Statements

December 31, 2025, our remaining unfunded commitment to TVM was $2.2 million through 2029. We do not have the

right to redeem these funds under the normal course of operations of this partnership.

During the years ended December 31, 2025, 2024 and 2023, dividends received from PreAnalytix GmbH totaled $8.5

million, $3.6 million and $9.1 million, respectively. These dividends are a return on investment and therefore classified as

cash flows from operating activities and included in other items, net including fair value changes in derivatives in the

accompanying consolidated statements of cash flows.

As of December 31, 2025 and December 31, 2024, certain of our equity method investments were variable interest

entities for which we were not the primary beneficiary, as we did not have the power to direct the activities that most

significantly impact their economic performance. Accordingly, these investments were not consolidated. At December 31,

2025, two such investments had a total net carrying value of $12.8 million, of which $12.9 million, representing our

maximum exposure to loss, included in other long-term assets and $0.1 million is included in other long-term liabilities in

the accompanying consolidated balance sheet. At December 31, 2024, four such investments totaled $11.6 million, of

which $11.8 million is included in other long-term assets and $0.2 million is included in other long-term liabilities in the

accompanying consolidated balance sheet.

Non-Marketable Investments Not Accounted for Under the Equity Method

At December 31, 2025 and 2024, we had investments in non-publicly traded companies that do not have readily

determinable fair values with carrying amounts that totaled $5.8 million and $4.3 million, respectively, which are included

in other long-term assets. These investments are measured at cost, less any impairment, plus or minus changes resulting

from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Changes

resulting from impairment and observable price changes are recognized in the consolidated statements of income during

the period the change is identified. The changes in non-marketable investments not accounted for under the equity method

for the years ended December 31, 2025 and 2024 are as follows:


(in thousands)	2025	2024

Balance at beginning of year	$4,283	$4,435
Impairments	—	(250)
Cash investments in equity securities, net	929	342
Foreign currency translation adjustments	540	(244)
Balance at end of year	$5,752	$4,283

In 2024, an investment value declined following an observable change in price of the underlying investment. The

impairments was recorded to other expense, net in the accompanying consolidated statements of income.

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Notes to the Consolidated Financial Statements

11. Goodwill and Intangible Assets

The following sets forth the intangible assets by major asset class as of December 31, 2025 and 2024:


(in thousands)	Weighted average life (in years)	2025		2024
(in thousands)	Weighted average life (in years)	Gross carrying amount	Accumulated amortization	Gross carrying amount	Accumulated amortization

Amortized intangible assets:
Patent and license rights	11.65	$92,497	($53,913)	$169,436	($125,465)
Developed technology	11.36	724,266	(458,999)	646,554	(414,699)
Customer base, trademarks, and non-compete agreements	13.70	148,649	(66,069)	180,887	(152,898)
Total amortized intangible assets	11.75	$965,412	($578,981)	$996,877	($693,062)
Unamortized intangible assets:
Goodwill		$2,700,658		$2,425,418

In 2025 and 2024, fully amortized intangible assets with a gross carrying amount of $223.5 million and $93.7 million,

respectively, were retired.

The changes in intangible assets, net excluding goodwill for the years ended December 31, 2025 and 2024 are as

follows:


(in thousands)	2025	2024

Balance at beginning of year	$303,815	$526,821
Additions	6,122	3,496
Additions from acquisitions	134,518	—
Amortization	(70,341)	(84,869)
Disposals	(4)	—
Impairments	(977)	(135,274)
Foreign currency translation adjustments	13,298	(6,359)
Balance at end of year	$386,431	$303,815

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Notes to the Consolidated Financial Statements

In 2024, $135.3 million of intangible assets were impaired in connection with the discontinuation of NeuMoDx.

Intangible additions for the year ended December 31, 2025 totaled $6.1 million, all of which was paid in the current

year.

Cash paid for purchases of intangible assets during the year ended December 31, 2024 totaled $4.1 million, of which

$3.5 million is related to current year cash payments for intangible assets, $0.4 million is related to current year payments

for assets that were accrued as of December 31, 2023 and $0.2 million is for prepayments recorded in other long-term

assets in the accompanying balance sheet.

Amortization expense on intangible assets totaled approximately $70.3 million, $84.9 million and $93.8 million,

respectively, for the years ended December 31, 2025, 2024 and 2023. Amortization of intangibles for the next five years

for the years ended December 31 is expected to be approximately:


(in thousands)

2026		$67,750
2027		$62,802
2028		$59,671
2029		$31,883
2030		$23,874

The changes in goodwill for the years ended December 31, 2025 and 2024 are as follows:


(in thousands)	2025	2024

Balance at beginning of year	$2,425,418	$2,475,732
Business combinations	187,931	—
Foreign currency translation adjustments	87,309	(50,314)
Balance at end of year	$2,700,658	$2,425,418

During 2025, the change in goodwill include the results from the acquisition of GNX Data Systems Ltd. (doing business as

Genoox) in May 2025 and Parse Biosciences in December 2025 and foreign currency translation adjustments from

changes in the exchange rates of the euro, Swiss franc and Australian dollar. The changes in goodwill during 2024

resulted from the foreign currency translation adjustments from rate movements in the euro, Swiss franc and Australian

dollar.

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Notes to the Consolidated Financial Statements

12. Leases

We have operating leases primarily for real estate. The leases generally have terms which range from one to 21 years,

some include options to extend or renew, and some include options to early terminate the leases. As of December 31,

2025 and 2024, options to early terminate have not been recognized as part of the right-of-use assets and lease liabilities.

Operating leases can contain variable lease charges based on an index like consumer prices or rates. During the years

ended December 31, 2025 and 2024, amounts recorded as variable lease payments not included in the operating lease

liability were not material.

When the interest rate implicit in each lease is not readily determinable, we apply our incremental borrowing rate in

determining the present value of lease payments. All operating lease expense is recognized on a straight-line basis over the

lease term. For the years ended December 31, 2025 and 2024, we recognized $28.3 million and $30.6 million in total

lease costs, respectively.

Supplemental balance sheet and other information related to operating leases as of December 31, 2025 and 2024 are as

follows:


(in thousands, except lease term and discount rate)	Location in consolidated balance sheet	2025	2024

Operating lease right-of-use assets	Other long-term assets	$153,144	$116,238

Current operating lease liabilities	Accrued and other current liabilities	$28,837	$24,335
Long-term operating lease liabilities	Other long-term liabilities	$129,107	$96,658

Weighted average remaining lease term		9.21 years	7.38 years
Weighted average discount rate		3.23%	3.31%

Supplemental disclosure related to operating leases for the years ended December 31, 2025 and 2024 is as follows:


(in thousands)	2025	2024

Cash paid for operating leases included in cash flows from operating activities	$31,741	$27,306
Operating lease right-of-use assets obtained in exchange for lease obligations	$45,462	$44,219

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Notes to the Consolidated Financial Statements

Future operating lease payments as of December 31, 2025 are as follows:


Years ending December 31, (in thousands)

2026		$34,130
2027		30,234
2028		24,468
2029		17,407
2030		10,889
Thereafter		65,634
Total lease payments		182,762
Less: Imputed interest		(24,818)
Total		$157,944

As of December 31, 2025, we do not have any material operating lease that have not yet commenced. We had not

entered into any material finance leases as of December 31, 2025 and 2024.

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Notes to the Consolidated Financial Statements

13. Accrued and Other Current Liabilities

Accrued and other current liabilities at December 31, 2025 and 2024 consist of the following:


(in thousands)	Notes	2025	2024

Payroll and related accruals		$103,851	$85,579
Deferred revenue	(4)	79,423	70,827
Other liabilities	(6)	73,365	82,671
Accrued expenses		57,343	51,673
Income taxes payable	(17)	39,717	24,946
Operating lease liabilities	(12)	28,837	24,335
Fair value of derivative instruments	(14)	20,173	13,753
Accrued contingent consideration and milestone payments	(15)	16,153	20,650
Accrued interest on long-term debt	(16)	13,796	10,554
Accrued royalties	(20)	6,113	5,098
Cash collateral	(14)	710	16,790
Total accrued and other current liabilities		$439,481	$406,876

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Notes to the Consolidated Financial Statements

14. Derivatives and Hedging

Objective and Strategy

In the ordinary course of business, we use derivative instruments, including swaps, forwards and/or options, to manage

potential losses from foreign currency exposures and interest-bearing assets or liabilities. The principal objective of such

derivative instruments is to minimize the risks and/or costs associated with our global financial and operating activities.

We do not utilize derivative or other financial instruments for trading or other speculative purposes. We recognize all

derivatives as either assets or liabilities on the balance sheet on a gross basis, measure those instruments at fair value and

recognize the change in fair value in earnings in the period of change, unless the derivative qualifies as an effective hedge

that offsets certain exposures. We have agreed with almost all of our counterparties with whom we had entered into cross-

currency swaps, interest rate swaps or foreign exchange contracts, to enter into bilateral collateralization contracts under

which we will receive or provide cash collateral, as the case may be, for the net position with each of these counterparties.

As of December 31, 2025, cash collateral positions consisted of $0.7 million recorded in accrued and other current

liabilities and $22.5 million recorded in prepaid expenses and other current assets in the accompanying consolidated

balance sheet. As of December 31, 2024, we had cash collateral positions consisting of $16.8 million recorded in

accrued and other current liabilities and $3.2 million recorded in prepaid expenses and other current assets in the

accompanying consolidated balance sheet.

Non-Derivative Hedging Instrument

Net Investment Hedge

We are party to a foreign currency non-derivative hedging instrument that is designated and qualifies as a net investment

hedge. The objective of the hedge is to protect part of the net investment in foreign operations against adverse changes in

the exchange rate between the euro and the U.S. dollar. The non-derivative hedging instrument is the German private

corporate bond (2017 Schuldschein) which was issued in 2017 in both U.S. dollars and euros for a total of $331.1

million as described in Note 16 "Debt." Since then, all but one of the tranches was paid as described in Note 16 "Debt,"

and as of December 31, 2025, €14.5 million remains designated as a hedging instrument against a portion of our euro

net investments in our foreign operations. In July 2022, we issued an additional €370.0 million German private corporate

bond (2022 Schuldschein) as described in Note 16, and it is designated in its entirety as the hedging instrument against a

portion of our euro net investments in our foreign operations. As further discussed in Note 16 "Debt," €51.5 million of the

2022 Schuldschein matured and repaid in July 2025 and as a result, €318.5 million remained designated as hedging

instrument as of December 31, 2025. The relative changes in both the hedged item and hedging instrument are calculated

by applying the change in spot rate between two assessment dates against the respective notional amount. The effective

portion of the hedge is recorded in the cumulative translation adjustment account within accumulated other comprehensive

loss. Based on the spot rate method, the unrealized loss recorded in equity as of December 31, 2025 and 2024 is $54.2

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Notes to the Consolidated Financial Statements

million and $10.7 million, respectively. Since we are using the debt as the hedging instrument, which is also remeasured

based on the spot rate method, there is no hedge ineffectiveness related to the net investment hedge as of December 31,

2025 and 2024.

Derivatives Designated as Hedging Instruments

Cash Flow Hedges

As of December 31, 2025 and 2024, we held derivative instruments that are designated and qualify as cash flow hedges,

where the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive loss

and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains

and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment

of effectiveness are recognized in current earnings. To date, we have not recorded any hedge ineffectiveness related to

any cash flow hedges in earnings. Based on their valuation as of December 31, 2025, we expect approximately $2.5

million of derivative gains included in accumulated other comprehensive loss will be reclassified into income during the

next 12 months. The cash flows derived from derivatives are classified in the consolidated statements of cash flows in the

same category as the hedged item.

We use interest rate derivative contracts to align our portfolio of interest-bearing assets and liabilities with our risk

management objectives. Since 2015, we have been a party to five cross-currency interest rate swaps through 2025 for a

total notional amount of €180.0 million which qualify for hedge accounting as cash flow hedges. In August 2025, we

settled these cross-currency interest rate swaps at maturity. In September 2022, we entered into five cross-currency interest

rate swaps through 2025 for a total notional amount of CHF 542.0 million which qualify for hedge accounting as cash

flow hedges. In November 2024, we settled these cross-currency interest rate swaps and as a result, reclassified

$5.4 million of derivative losses included in accumulated other comprehensive loss to income in other expense, net in the

accompanying consolidated statement of income. In November 2024, we entered into eight new cross-currency interest

rate swaps with various maturities through 2026 for a total notional amount of CHF 280.0 million which qualify for hedge

accounting as cash flow hedges. In May 2025, two of the eight cross-currency interest rate swaps with a notional amount

of CHF 70.0 million were settled and subsequently, we entered into two new cross-currency interest rate swaps through

2028 for a notional amount of CHF 70.0 million. In November 2025, two of the eight cross-currency interest rate swaps

with a notional amount of CHF 70.0 million were settled and subsequently, we entered into two new cross-currency interest

rate swaps through 2027 for a notional amount of CHF 70.0 million.

We determined that no ineffectiveness exists related to the remaining swaps. As of December 31, 2025 and 2024, interest

receivables of $1.1 million and $3.2 million, respectively, are recorded in prepaid expenses and other current assets in the

accompanying consolidated balance sheets.

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Notes to the Consolidated Financial Statements

Derivatives Not Designated as Hedging Instruments

Call Options

Prior to 2024, we entered into Call Options which, along with the sale of the Warrants, represent the Call Spread Overlay

entered into in connection with the Cash Convertible Notes which were due in 2023 and 2024 and which are more fully

described in Note 16 "Debt." As of December 31, 2024, all remaining call options had expired unexercised. In these

transactions, the Call Options addressed the equity price risk inherent in the cash conversion feature of each instrument by

offsetting cash payments in excess of the principal amount due upon any conversion of the cash convertible notes.

Accordingly, the derivative was presented as either current or long-term based upon the classification of the related debt.

Aside from the initial payment of premiums for the Call Options, we were not required to make any cash payments under

the Call Options. We were, however, entitled to receive under the terms of the Call Options, an amount of cash generally

equal to the amount by which the market price per share of our common stock exceeded the exercise price of the Call

Options during the relevant valuation period. The exercise price under the Call Options was equal to the conversion price

of the cash convertible notes.

The Call Options, for which our common stock was the underlying security, were derivative assets that required mark-to-

market accounting treatment. The Call Options were measured and reported at fair value on a recurring basis within Level

2 of the fair value hierarchy. The change in fair value was recognized immediately in our consolidated statements of

income in other expense, net.

Cash Convertible Notes Embedded Cash Conversion Option

The embedded cash conversion option within the Cash Convertible Notes due 2023 and 2024 discussed in Note 16

"Debt" was required to be separated from the cash convertible notes and accounted for separately as a derivative liability,

with changes in fair value reported in our consolidated statements of income in other expense, net until the cash conversion

option settled or expired. The embedded cash conversion option was measured and reported at fair value on a recurring

basis within Level 2 of the fair value hierarchy.

Because the terms of the cash convertible notes' embedded cash conversion option were substantially similar to those of the

Call Options, discussed above, we expected the effect on earnings from these two derivative instruments to mostly offset

each other. In November 2024, the Cash Convertible Notes due 2024 were repaid at maturity, and the related Call

Options expired unexercised as described in Note 16, resulting in a $1.4 million gain recognized in other expense, net in

the accompanying consolidated statement of income. In September 2023, the Cash Convertible Notes due 2023 and the

related Call Options have been settled as described in Note 16, and we recognized a gain of $0.9 million in other

expense, net in the accompanying consolidated statement of income.

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Notes to the Consolidated Financial Statements

Foreign Exchange Contracts

As a globally active enterprise, we are subject to risks associated with fluctuations in foreign currencies in our ordinary

operations. This includes foreign currency-denominated receivables, payables, debt and other balance sheet positions

including intercompany items. We manage balance sheet exposure on a group-wide basis using foreign exchange forward

contracts, foreign exchange options and cross-currency swaps.

We are party to various foreign exchange forward, option and swap arrangements which had an aggregate notional

value of $488.5 million at December 31, 2025 and expire at various dates through October 2026. At December 31,

2024, these arrangements had an aggregate notional value of $645.7 million, which expired at various dates through July

2025. The transactions have been entered into to offset the effects from short-term balance sheet exposure to foreign

currency exchange risk. Changes in the fair value of these arrangements have been recognized in other expense, net.

Fair Values of Derivative Instruments

The following tables summarize the fair value amounts of derivative instruments reported in the consolidated balance sheets

as of December 31, 2025 and 2024. The current assets are included in prepaid expenses and other current assets and the

current liabilities are included in accrued and other current liabilities in the accompanying consolidated balance sheets.

The long-term assets are included in other long-term assets and the long-term liabilities are included in other long-term

liabilities in the accompanying consolidated balance sheets.


(in thousands)	2025		2024
(in thousands)	Current asset	Long-term asset	Current asset	Long-term asset

Assets:
Derivative instruments designated as hedges
Interest rate contracts - cash flow hedge(1)	$—	$—	$17,843	$3,174

Undesignated derivative instruments
Foreign exchange forwards and options	2,448	—	5,761	—
Total derivative assets	$2,448	$—	$23,604	$3,174

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Notes to the Consolidated Financial Statements


(in thousands)	2025		2024
(in thousands)	Current liability	Long-term liability	Current liability	Long-term liability

Liabilities:
Derivative instruments designated as hedges
Interest rate contracts - cash flow hedge (1)	($18,194)	($4,169)	$—	$—

Undesignated derivative instruments
Foreign exchange forwards and options	(1,978)	—	(13,752)	—
Total derivative liabilities	($20,172)	($4,169)	($13,752)	$—

(1)The fair value amounts for the interest rate contracts do not include accrued interest.

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Notes to the Consolidated Financial Statements

Gains and Losses on Derivative Instruments

The following tables summarize the gains and losses on derivative instruments for the years ended December 31, 2025,

2024 and 2023:


(in thousands)	2025	2024	2023
(in thousands)	Other expense, net	Other expense, net	Other expense, net

Total amounts presented in the Consolidated Statements of Income in which the effects of cash flow and fair value hedges are recorded	($6,650)	($739)	($5,711)

Gains (losses) on derivatives in cash flow hedges:
Interest rate contracts
Amount of gain (loss) reclassified from accumulated other comprehensive loss	$45,561	($24,689)	$66,600
Amounts excluded from effectiveness testing	—	—	—

Gains (losses) on derivatives not designated as hedging instruments:
Equity options	—	(39,759)	(182,011)
Cash convertible notes embedded cash conversion option	—	39,830	182,802
Foreign exchange forwards and options	12,844	(8,399)	(8,610)

Total gains (losses) on derivative instruments	$58,405	($33,017)	$58,781

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Notes to the Consolidated Financial Statements

15. Financial Instruments and Fair Value Measurements

Assets and liabilities are measured at fair value according to a three-tier fair value hierarchy which prioritizes the inputs

used in measuring fair value as follows:

•Level 1. Observable inputs, such as quoted prices in active markets;

•Level 2. Inputs, other than the quoted price in active markets, that are observable either directly or indirectly; and

•Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its

own assumptions.

The following table presents our fair value hierarchy for our financial assets and liabilities measured at fair value on a

recurring basis as of December 31, 2025 and 2024:


(in thousands)	2025				2024
(in thousands)	Level 1	Level 2	Level 3	Total	Level 1	Level 2	Level 3	Total

Assets:
Cash equivalents	$647,809	$—	$—	$647,809	$399,917	$—	$—	$399,917
Non-marketable equity securities	—	—	5,752	5,752	—	—	4,283	4,283
Foreign exchange forwards and options	—	2,448	—	2,448	—	5,761	—	5,761
Interest rate contracts - cash flow hedge	—	—	—	—	—	21,017	—	21,017
Total financial assets	$647,809	$2,448	$5,752	$656,009	$399,917	$26,778	$4,283	$430,978
Liabilities:
Foreign exchange forwards and options	$—	($1,978)	$—	($1,978)	$—	($13,752)	$—	($13,752)
Interest rate contracts - cash flow hedge	—	(22,363)	—	(22,363)	—	—	—	—
Contingent consideration	—	—	(22,753)	(22,753)	—	—	(20,650)	(20,650)
Total financial liabilities	$—	($24,341)	($22,753)	($47,094)	$—	($13,752)	($20,650)	($34,402)

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Notes to the Consolidated Financial Statements

The carrying values of financial instruments, including cash, cash equivalents and short-term investments recorded at cost,

accounts receivable, accounts payable and accrued other current liabilities, approximate their fair values due to their short-

term maturities.

Our assets and liabilities measured at fair value on a recurring basis consist of certain cash equivalents, which are

classified in Level 1 of the fair value hierarchy; derivative contracts used to hedge currency and interest rate risk, and

derivative contracts to protect part of the net investments in foreign operations against adverse changes in the exchange

rate between the euro and the functional currency of the U.S. dollar, which are classified in Level 2 of the fair value

hierarchy; contingent consideration accruals, which are classified in Level 3 of the fair value hierarchy; and non-marketable

equity securities remeasured as of the years ended December 31, 2025 and 2024 classified within Level 3 in the fair

value hierarchy. There were no transfers between levels for the year ended December 31, 2025.

In determining fair value for Level 2 instruments, we apply a market approach using quoted active market prices relevant to

the particular instrument under valuation, giving consideration to the credit risk of both the respective counterparty to the

contract and the Company. To determine our credit risk, we estimated our credit rating by benchmarking the price of

outstanding debt to publicly-available comparable data from rated companies. Using the estimated rating, our credit risk

was quantified by reference to publicly-traded debt with a corresponding rating. The derivatives are not actively traded

and were valued based on an option pricing model that used observable market data for inputs. Significant market data

inputs used to determine fair values included our common share price, the risk-free interest rate and the implied volatility of

our common shares.

Our Level 3 instruments include non-marketable equity security investments. Under the measurement alternative, the

carrying value is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in

orderly transactions for identical or similar investments of the same issuer. Adjustments are determined primarily based on

a market approach as of the transaction date. Refer to Note 10 "Investments" for the change in non-marketable equity

securities with Level 3 inputs during the years ended December 31, 2025 and 2024.

Our Level 3 instruments also include contingent consideration liabilities. We value contingent consideration liabilities using

unobservable inputs, applying the income approach, such as the discounted cash flow technique or the probability-

weighted scenario method. Contingent consideration arrangements obligate us to pay the sellers of an acquired entity if

specified future events occur or conditions are met, such as the achievement of technological or revenue milestones. We

use various key assumptions, such as the probability of achievement of the milestones (0% to 100%) and the discount rate

(between 11.4% and 11.8%), to represent the non-performing risk factors and time value when applying the income

approach. We regularly review the fair value of the contingent consideration and reflect any change in the accrual in the

consolidated statements of income in the line items commensurate with the underlying nature of milestone arrangements.

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Notes to the Consolidated Financial Statements

The fair value of contingent consideration liabilities is based on internal forecasts and the weighted-average cost of capital

derived from market data, which are considered Level 3 inputs. The following table summarizes the activity for the years

ended December 31, 2025 and 2024:


(in thousands)	2025	2024

Balance at beginning of year	($20,650)	($18,359)
Additions from acquisitions	(18,003)	—
Changes in estimated fair value	4,100	(2,291)
Cash payments	11,800	—
Balance at end of year	($22,753)	($20,650)

As of December 31, 2025 and 2024, $16.2 million and $20.7 million, respectively, was accrued for contingent

consideration and is included in accrued and other current liabilities in the accompanying consolidated balance sheets and

$6.6 million is included in other long-term liabilities in the accompanying consolidated balance sheets as of December 31,

2025 .

The estimated fair value of long-term debt, as disclosed in Note 16 "Debt," was based on current interest rates for similar

types of borrowings. The estimated fair values may not represent actual values of the financial instruments that could be

realized as of the balance sheet date or that will be realized in the future.

The fair values of the financial instruments are presented in Note 16 "Debt" and were determined as follows:

Convertible Notes: Fair value is based on an estimation using available over-the-counter market information on the

Convertible Notes due in 2027, 2031 and 2032.

German Private Placements: Fair value is based on an estimation using changes in the euro swap rates.

There were no adjustments in the years ended December 31, 2025 and 2024 for nonfinancial assets or liabilities required

to be measured at fair value on a nonrecurring basis.

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Notes to the Consolidated Financial Statements

16. Debt

At December 31, 2025 and 2024, total long-term debt, net of debt issuance costs of $12.8 million and $7.9 million,

respectively, consists of the following:


(in thousands)	2025	2024

0.000% Senior Unsecured Convertible Notes due 2027	$26,000	$498,402
2.500% Senior Unsecured Convertible Notes due 2031	495,254	494,421
2.000% Senior Unsecured Convertible Notes due 2032	742,394	—
German Private Placement (2017 Schuldschein)	17,032	15,050
German Private Placement (2022 Schuldschein)	373,748	383,675
Total long-term debt	1,654,428	1,391,548
Less: Current portion	—	551,883 (1)
Long-term portion	$1,654,428	$839,665 (1)

(1) The December 31, 2024 balances for the current portion and long-term portion of debt have been revised to correct the classification of certain

amounts. See Note 1.

The notes are all unsecured obligations that rank pari passu.

Repayments of long-term debt for the years ended December 31, 2025, 2024 and 2023 were at par and consisted of:


(in thousands)	2025	2024	2023

German Private Placement (2022 Schuldschein)	$60,167	$—	$—
German Private Placement (2017 Schuldschein)	—	101,536	—
0.000% Senior Unsecured Convertible Notes due 2027	474,000	—	—
1.000% Senior Unsecured Convertible Notes due 2024	—	500,000	—
0.500% Senior Unsecured Convertible Notes due 2023	—	—	400,000
Total repayment of long-term debt	$534,167	$601,536	$400,000

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Notes to the Consolidated Financial Statements

The principal amount, carrying amount and fair values of long-term debt instruments as of December 31, 2025 and 2024

are summarized below:


(in thousands)	2025
	Principal amount	Unamortized debt discount and issuance costs	Carrying amount	Fair value
	Principal amount	Unamortized debt discount and issuance costs	Carrying amount	Amount	Leveling

Convertible Notes due 2027	$26,000	$—	$26,000	$23,844	Level 1
Convertible Notes due 2031	500,000	(4,746)	495,254	520,570	Level 1
Convertible Notes due 2032	750,000	(7,606)	742,394	762,600	Level 1
German Private Placement (2017 Schuldschein)	17,039	(7)	17,032	16,692	Level 2
German Private Placement (2022 Schuldschein)	374,234	(486)	373,748	366,130	Level 2
	$1,667,273	($12,845)	$1,654,428	$1,689,836


(in thousands)	2024
	Principal amount	Unamortized debt discount and issuance costs	Carrying amount	Fair value
	Principal amount	Unamortized debt discount and issuance costs	Carrying amount	Amount	Leveling

Convertible Notes due 2027	$500,000	($1,598)	$498,402	$475,835	Level 1
Convertible Notes due 2031	500,000	(5,579)	494,421	511,150	Level 1
German Private Placement (2017 Schuldschein)	15,069	(19)	15,050	14,560	Level 2
German Private Placement (2022 Schuldschein)	384,393	(718)	383,675	380,180	Level 2
	$1,399,462	($7,914)	$1,391,548	$1,381,725

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Notes to the Consolidated Financial Statements

Future maturities of long-term debt stated at the carrying values as of December 31, 2025 are shown in the table below.

As described elsewhere in this Note 16, certain of our long-term debt instruments contain features which could require

repayment or conversion earlier than their contractual maturity dates.


Years ending December 31, (in thousands)

2026		$—
2027		150,491
2028		—
2029		164,328
2030		—
Thereafter		1,339,609
		$1,654,428

Interest expense on long-term debt was $33.6 million, $42.6 million and $52.4 million for the years ended December 31,

2025, 2024 and 2023, respectively.

Interest expense for the years ended December 31, 2025, 2024 and 2023 related to the 2032 Notes, 2031 Notes, 2027

Notes and cash convertible notes was comprised of the following:


(in thousands)	2025	2024	2023

Coupon interest	$18,104	$8,604	$4,169
Amortization of original issuance discount	—	16,075	27,341
Amortization of debt issuance costs	2,798	1,690	2,328
Total interest expense related to the convertible notes	$20,902	$26,369	$33,838

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Notes to the Consolidated Financial Statements

Convertible Notes due 2032

On September 4, 2025, we issued 2.0% cash convertible notes in an aggregate principal amount of $750.0 million with

a maturity date of September 4, 2032 (2032 Notes). The 2032 Notes carry interest of 2.0% per annum payable semi-

annually in arrears. The net proceeds of the 2032 Notes totaled $742.0 million, after debt issuance costs of $8.0 million.

Debt issuance costs are amortized to interest expense over the term of the 2032 Notes. The effective interest rate of the

2032 Notes is 2.16%.

The 2032 Notes are convertible into common shares based on an initial conversion rate, subject to adjustment, of

3,094.3562 shares per $200,000 principal amount of notes (which represented an initial conversion price of $64.6338

per share, or 11.6 million underlying shares). Following the January 2026 synthetic share repurchase discussed in Note

18 "Equity," the adjusted conversion rate became 3,091.0563 shares per $200,000 principal amount of notes, which

represents an adjusted conversion price per share of $64.7028. At conversion, we will settle the 2032 Notes by repaying

the principal portion in cash and any excess of the conversion value over the principal amount in common shares.

The 2032 Notes may be redeemed at the option of each noteholder at their principal amount on September 4, 2030 or in

connection with a change of control or delisting event.

The 2032 Notes are convertible in whole, but not in part, at the option of the noteholders on a net share settlement basis,

at the prevailing conversion price in the following circumstances beginning after October 15, 2025 through March 3,

2032:

•if the daily volume-weighted average trading price of our common shares for at least 20-consecutive trading days during

a period of 30-consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is

greater than or equal to 150% of the applicable conversion price on each such trading day; or

•if we undergo certain fundamental changes, including a change of control or delisting event, as defined in the

agreement; or

•if a parity event or trading price unavailability event, as the case may be, occurs during the period of 10 days,

commencing on and including the first business day following the relevant trading price notification date; or

•if we distribute assets or property to all or substantially all of the holders of our common shares and those assets or other

property have a value of more than 25% of the average daily volume-weighted average trading price of our common

shares for the prior 20 consecutive trading days; or

•in case of early redemption in respect of the outstanding notes at our option, where the conversion date falls in the

period from (and including) the date on which the call notice is published to (and including) the 45th business day prior

to the redemption date; or

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Notes to the Consolidated Financial Statements

•if we experience certain customary events of default, including defaults under certain other indebtedness, until such event

of default has been cured or waived; or

•if an acquisition of control occurs, where the conversion date falls in the period from (and including) the date on which

the acquisition notice is published to the record date established in connection with the acquisition of control, established

to be no less than 40 days and no more than 60 days from acquisition notice; or

•if a take-over bid is published, where the conversion date falls in the period from (and including) the date of notice of the

take-over bid to the last day of the applicable legal acceptance period.

The noteholders may convert their notes at any time, without condition, during the period beginning on March 4, 2032

and ending on the 45th business day prior to September 4, 2032.

No contingent conversion conditions were triggered for the 2032 Notes as of December 31, 2025.

Convertible Notes due 2031

On September 10, 2024, we issued 2.500% convertible notes in an aggregate principal amount of $500.0 million with a

maturity date of September 10, 2031 (2031 Notes). The 2031 Notes carry interest of 2.500% per annum payable semi-

annually in arrears. The net proceeds of the 2031 Notes totaled $494.2 million, after debt issuance costs of $5.8 million.

Debt issuance costs are amortized to interest expense over the term of the 2031 Notes. The effective interest rate of the

2031 Notes is 2.68%.

The 2031 Notes are convertible into common shares based on an initial conversion rate, subject to adjustment, of

3,124.3702 shares per $200,000 principal amount of notes (which represents an initial conversion price of $64.0129

per share or 7.8 million underlying shares). Following the January 2026 synthetic share repurchase discussed in Note 18

"Equity," the adjusted conversion rate became 3,136.9055 shares per $200,000 principal amount of notes, which

represents an adjusted conversion price per share of $63.7571. At conversion, we will settle the 2031 Notes by repaying

the principal portion in cash and any excess of the conversion value over the principal amount in common shares.

The 2031 Notes may be redeemed at the option of each noteholder at their principal amount on September 10, 2029 or

in connection with a change of control or delisting event.

The 2031 Notes are convertible in whole, but not in part, at the option of the noteholders on a net share settlement basis,

at the prevailing conversion price, in the following circumstances beginning after October 21, 2024 through March 9,

2031:

•if the daily volume-weighted average trading price of our common shares for at least 20-consecutive trading days during

a period of 30-consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is

greater than or equal to 150% of the applicable conversion price on each such trading day; or

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Notes to the Consolidated Financial Statements

•if we undergo certain fundamental changes, including a change of control or delisting event, as defined in the

agreement; or

•if a parity event or trading price unavailability event, as the case may be, occurs during the period of 10 days,

commencing on and including the first business day following the relevant trading price notification date; or

•if we distribute assets or property to all or substantially all of the holders of our common shares and those assets or other

property have a value of more than 25% of the average daily volume-weighted average trading price of our common

shares for the prior 20 consecutive trading days; or

•in case of early redemption in respect of the outstanding notes at our option, where the conversion date falls in the

period from (and including) the date on which the call notice is published to (and including) the 45th business day prior

to the redemption date; or

•if we experience certain customary events of default, including defaults under certain other indebtedness, until such event

of default has been cured or waived; or

•if an acquisition of control occurs, where the conversion date falls in the period from (and including) the date on which

the acquisition notice is published to the record date established in connection with the acquisition of control, established

to be no less than 40 days and no more than 60 days from acquisition notice; or

•if a take-over bid is published, where the conversion date falls in the period from (and including) the date of notice of the

take-over bid to the last day of the applicable legal acceptance period.

The noteholders may convert their notes at any time, without condition, during the period beginning on March 10, 2031

and ending on the 45th business day prior to September 10, 2031.

No contingent conversion conditions were triggered for the 2031 Notes as of December 31, 2025.

Convertible Notes due 2027

On December 17, 2020, we issued zero coupon convertible notes in an aggregate principal amount of $500.0 million

with a maturity date of December 17, 2027 (2027 Notes). The 2027 Notes carry no coupon interest. The net proceeds of

the 2027 Notes totaled $497.6 million, after payment of debt issuance costs of $3.7 million.

In accounting for the issuance of the 2027 Notes in 2020 prior to the adoption of ASU 2020-06, we separated the 2027

Notes into liability and equity components. We allocated $445.9 million of the 2027 Notes to the liability component,

representing the fair value of a similar debt instrument that does not have an associated convertible feature; and

$54.1 million to the equity component, representing the conversion option, which did not meet the criteria for separate

accounting as a derivative as it is indexed to our own stock. ASU 2020-06 was adopted on January 1, 2021, and this

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Notes to the Consolidated Financial Statements

resulted in a decrease of $54.1 million to additional paid-in capital and an increase of $0.3 million to retained earnings

for the conversion feature related to the liability for the 2027 Notes.

The effective interest rate of the 2027 Notes is 1.65%, which is imputed based on the amortization of the fair value of the

embedded conversion option over the remaining term of the 2027 Notes.

On the December 17, 2025 put date, $474.0 million of the 2027 Notes was repaid at the election of the bondholders,

after which the remaining $26.0 million was reclassified to long-term debt.

The 2027 Notes are convertible into common shares based on an initial conversion rate, subject to adjustment, of

2,477.65 shares per $200,000 principal amount of notes (which represented an initial conversion price of $80.7218 per

share or 6.2 million underlying shares). Following the January 2026 synthetic share repurchase discussed in Note 18

"Equity," the adjusted conversion rate became 2,485.1914 shares per $200,000 principal amount of notes, which

represents an adjusted conversion price per share of $80.4767. At conversion, we will settle the 2027 Notes by repaying

the principal portion in cash and any excess of the conversion value over the principal amount in common shares.

The 2027 Notes are convertible in whole, but not in part, at the option of the noteholders on a net share settlement basis,

at the prevailing conversion price, in the following circumstances beginning after January 27, 2021 through June 16,

2027:

•if the last reported sale price of our common shares for at least 20-consecutive trading days during a period of 30-

consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than

or equal to 130% of the conversion price on each applicable trading day; or

•if we undergo certain fundamental changes, including a change of control, as defined in the agreement; or

•if a parity event or trading price unavailability event, as the case may be, occurs during the period of 10 days,

including the first business day following the relevant trading price notification date; or

•if we distribute assets or property to all or substantially all of the holders of our common shares and those assets or other

property have a value of more than 25% of the average daily volume-weighted average trading price of our common

shares for the prior 20 consecutive trading days; or

•in case of early redemption in respect of the outstanding notes at our option, where the conversion date falls in the

period from (and including) the date on which the call notice is published to (and including) the 45th business day prior

to the redemption date; or

•if we experience certain customary events of default, including defaults under certain other indebtedness, until such event

of default has been cured or waived.

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Notes to the Consolidated Financial Statements

The noteholders may convert their notes at any time, without condition, on or after June 17, 2027 until the 45th business

day prior to December 17, 2027.

No contingent conversion conditions were triggered for the 2027 Notes as of December 31, 2025 or December 31,

2024.

Cash Convertible Notes due 2023 and 2024

In November 2024, we repaid at maturity $500.0 million of Cash Convertible Senior Notes (2024 Notes) that had been

issued on November 13, 2018 with net proceeds of $468.9 million after payment of the net cost of the Call Spread

Overlay and transaction costs.

In September 2023, we repaid at maturity $400.0 million of Cash Convertible Senior Notes (2023 Notes) that had been

issued on September 13, 2017 with net proceeds of $365.6 million after payment of the net cost of the Call Spread

Overlay and transaction costs.

Cash Convertible Notes Call Spread Overlay

Concurrent with the issuance of the cash convertible notes, we entered into privately negotiated hedge transactions (Call

Options) with, and issued warrants to purchase shares of our common stock (Warrants) to, certain financial institutions. We

refer to the Call Options and Warrants collectively as the “Call Spread Overlay.” The Call Options were intended to offset

any cash payments payable by us in excess of the principal amount due upon any conversion of the cash convertible

notes.

In connection with the repayment of the 2023 Notes, we received $36.8 million in cash upon the exercise of Call Options

in 2023. In the same transaction, we paid $36.8 million for the intrinsic value of the 2023 Notes' embedded conversion

option. The Call Options related to the 2024 Notes expired unexercised in November 2024. All Warrants related to the

2024 Notes and 2023 Notes expired unexercised in November 2024 and September 2023, respectively, upon maturity.

German Private Placement (2017 Schuldschein)

In 2017, we completed a German private placement bond (2017 Schuldschein) which was issued in several tranches

totaling $331.1 million due in various periods through 2027. The 2017 Schuldschein consisted of one U.S. dollar and

several euro-denominated tranches. In June 2024, we repaid a total of $101.5 million at maturity of two tranches as

shown in the table below. In October 2022, we repaid $153.0 million for four tranches that matured. The euro tranches

are designated as a foreign currency non-derivative hedging instrument that qualifies as a net investment hedge as

described in Note 14 "Derivatives and Hedging." Based on the spot rate method, the change in the carrying value of the

euro-denominated tranches attributed to the net investment hedge as of December 31, 2025 totaled $0.9 million of

unrealized loss and is recorded in equity. We paid $1.2 million in debt issuance costs which are being amortized through

interest expense using the effective interest method over the lifetime of the notes.

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Notes to the Consolidated Financial Statements

The following table shows the last remaining tranche of the 2017 Schuldschein as of December 31, 2025 and 2024:


			Carrying value (in thousands) as of December 31,
Notional amount	Interest rate	Maturity	2025	2024

€14.5 million	Fixed 1.61%	June 2027	$17,032	$15,050

German Private Placement (2022 Schuldschein)

In July and August 2022, we completed another German private placement bond (2022 Schuldschein) which was issued

in several tranches totaling €370.0 million due in various periods through 2035. In July 2025, we repaid $60.2 million

for the €51.5 million tranche that matured. The 2022 Schuldschein consists of euro-denominated tranches which have

either a fixed or floating rate. All tranches except for the €70.0 million fixed 3.04% tranche due August 2035 are ESG-

linked wherein the interest rate is subject to adjustment of +/- 0.025% if our ESG rating changes. The euro tranches are

designated as a foreign currency non-derivative hedging instrument that qualifies as a net investment hedge as described in

Note 14 "Derivatives and Hedging." Based on the spot rate method, the change in the carrying value of the euro-

denominated tranches attributed to the net investment hedge as of December 31, 2025 totaled $53.3 million of unrealized

loss and is recorded in equity. We paid $1.2 million in debt issuance costs which are being amortized through interest

expense using the effective interest method over the lifetime of the notes.

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Notes to the Consolidated Financial Statements

A summary of the tranches is as follows:


			Carrying value (in thousands) as of December 31,
Notional amount	Interest rate	Maturity	2025	2024

€51.5 million	Floating 6M EURIBOR + 0.55%	July 2025	$—	$53,481
€62.0 million	Fixed 2.741%	July 2027	72,814	64,323
€29.5 million	Floating 6M EURIBOR + 0.70%	July 2027	34,645	30,605
€37.0 million	Fixed 3.044%	July 2029	43,430	38,371
€103.0 million	Floating 6M EURIBOR + 0.85%	July 2029	120,898	106,818
€9.5 million	Fixed 3.386%	July 2032	11,146	9,849
€7.5 million	Floating 6M EURIBOR + 1.0%	July 2032	8,800	7,776
€70.0 million	Fixed 3.04%	August 2035	82,015	72,452
			$373,748	$383,675

Revolving Credit Facility

Our credit facilities available and undrawn at December 31, 2025 total €413.0 million (approximately $485.3 million).

This includes a €400.0 million syndicated revolving credit facility expiring December 2030 (with one additional annual

extension option) and two other lines of credit amounting to €13.0 million with no expiration date. The €400.0 million

facility can be utilized in euro and bears interest of 0.550% to 1.500% above EURIBOR, offered with interest periods of

one, three or six months. The commitment fee is calculated based on 35% of the applicable margin. Commitment fees of

$0.9 million and $0.8 million were paid for years ended December 31, 2025 and 2024, respectively. The revolving

facility agreement contains certain non-financial covenants including, but not limited to, restrictions on the encumbrance of

assets. We were in compliance with these covenants at December 31, 2025. The revolving credit facility is for general

corporate purposes and no amounts were utilized at December 31, 2025. Of the €13.0 million facilities, €8.2 million is

used for bank guarantees and letters of credit at December 31, 2025.

17. Income Taxes

We adopted ASU 2023-09: Income Taxes (Topic 740) - Improvements to Income Tax Disclosures on the effective date of

January 1, 2025 and applied the amendments on a prospective basis. Accordingly, the expanded tables below for the

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Notes to the Consolidated Financial Statements

reconciliation of the effective tax rate and cash paid for income taxes is for the 2025 year only. The information for the

2024 and 2023 years is included as previously disclosed.

Income before income tax expense for the years ended December 31, 2025, 2024 and 2023 consisted of:


(in thousands)	2025	2024	2023

Pretax (loss) income in the Netherlands	($731)	$20,624	$63,676
Pretax income from foreign operations	490,996	100,523	366,133
Total income before income tax expense	$490,265	$121,147	$429,809

Income tax expense for the years ended December 31, 2025, 2024 and 2023 are as follows:


(in thousands)	2025	2024	2023

Current:
The Netherlands	$1,750	$14,347	$11,393
Foreign	83,702	46,250	66,382
	85,452	60,597	77,775
Deferred:
The Netherlands	342	9,137	(5,535)
Foreign	(20,409)	(32,178)	16,266
	(20,067)	(23,041)	10,731
Total income tax expense	$65,385	$37,556	$88,506

The Netherlands' statutory income tax rate, the income tax rate of our country of domicile, was 25.8% for the years ended

December 31, 2025, 2024 and 2023. Income from foreign subsidiaries is generally taxed at the statutory income tax

rates applicable in the respective countries of domicile.

The principal items comprising the differences between income taxes computed at the Netherlands' statutory tax rate and

our effective tax rate for the year ended December 31, 2025 are as follows:


		2025
(in thousands)	Amount	Percent

The Netherlands' income tax at statutory rate	$126,488	25.8%
State and local income taxes, net of national income tax effect(1)	—	—

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Notes to the Consolidated Financial Statements


		2025
(in thousands)	Amount	Percent

Foreign tax effects
United States
Statutory tax rate difference between United States and Netherlands	(11,146)	(2.3)
Worthless stock deduction(2)	(29,003)	(5.9)
Nontaxable or nondeductible items	(1,916)	(0.4)
Other	(730)	(0.1)
Germany
Statutory tax rate difference between Germany and the Netherlands	(1,150)	(0.2)
Trade tax benefit	(12,760)	(2.6)
Change in tax rates	(4,339)	(0.9)
Nontaxable or nondeductible items	1,527	0.3
Other	(1,115)	(0.2)
Poland
Statutory tax rate difference between Poland and the Netherlands	(4,118)	(0.8)
Nontaxable or nondeductible items	(11,441)	(2.3)
Pillar Two	7,744	1.6
Other	(416)	(0.1)
United Arab Emirates
Statutory tax rate difference between UAE and the Netherlands	(15,752)	(3.2)
Other foreign jurisdictions	618	0.1
Effect of changes in tax laws or rates enacted in the current period	—	0.0
Effect of cross-border tax laws	—	0.0
Tax credits	—	0.0
Changes in valuation allowances	(3,464)	(0.7)

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Notes to the Consolidated Financial Statements


		2025
(in thousands)	Amount	Percent

Nontaxable or nondeductible items
Nondeductible expenses	1,668	0.3%
Withholding tax	3,624	0.7
Changes in unrecognized tax benefits	21,717	4.4
Other adjustments	(652)	(0.1)
Effective tax	$65,385	13.3%

(1)The Netherlands has no municipal taxes.

(2)During the third quarter of 2025, the Company recognized a worthless stock deduction under Internal Revenue Code Section 165(g)(3) upon

liquidation of the U.S. subsidiary, NeuMoDx Molecular, Inc.

The principal items comprising the differences between income taxes computed at the Netherlands' statutory income tax

rate and our effective tax rate for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09,

are as follows:


	2024	2023

The Netherlands' statutory income tax rate	25.8%	25.8%
Taxation of foreign operations, net(1)	(13.5)	(7.6)
Unrecognized tax benefits(2)	15.9	3.1
Share-based compensation	2.8	(0.3)
Prior year taxes	1.2	0.3
Government incentives(3)	(2.8)	(1.0)
Changes in tax laws and rates	(0.2)	0.2
Tax impact from nondeductible items	1.2	1.3
Valuation allowance	(0.8)	(1.8)
Other items, net	1.4	0.6
Effective tax rate	31.0%	20.6%

(1)Our effective tax rate reflects our global operations where certain income or loss is taxed at rates higher or lower than the Netherlands’ statutory

income tax rate as well as the benefit of some income being partially exempt from income taxes. These foreign tax benefits are due to a combination

of favorable tax laws, regulations and exemptions in certain jurisdictions. Partial tax exemptions exist on foreign income primarily derived from

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Notes to the Consolidated Financial Statements

operations in Germany. Further, we have intercompany financing arrangements in which the intercompany income is subject to lower statutory income

tax rates. The Organization for Economic Co-operation and Development (OECD) has implemented a global minimum corporate tax of 15% for

companies with global revenues and profits above certain thresholds (referred to as Pillar Two) effective January 1, 2024. The Netherlands formally

enacted the Pillar Two legislation into domestic law. We recorded $11.5 million top-up tax in relation to our operations in Dubai (United Arab

Emirates) and Poland in 2024.

(2)Unrecognized tax benefits include the impact from reassessment of accruals for tax contingencies, primarily related to ongoing taxing authority

examinations.

(3)Government incentives include tax credits in the U.S. relating to research and development expense.

We conduct business globally and, as a result, file numerous consolidated and separate income tax returns in the

Netherlands, Germany and the U.S. federal jurisdiction, as well as in various other state and foreign jurisdictions. In the

normal course of business, we are subject to examination by taxing authorities throughout various jurisdictions. Tax years

in the Netherlands are potentially open back to 2013 for income tax examinations by the Netherlands taxing authority.

The German group is open to examination for the tax years starting in 2017 and in 2022, the German taxing authority

commenced an examination covering the 2017 to 2019 tax years. The U.S. consolidated group is subject to federal and

most state income tax examinations by taxing authorities beginning with the year ended December 31, 2022 through the

current period. In late 2023, the U.S. Internal Revenue Service commenced a U.S. federal income tax examination for the

periods 2014 to 2020. The examination was triggered by our 5-year net operating loss carryback under the CARES Act.

Our other subsidiaries, with few exceptions, are no longer subject to income tax examinations by taxing authorities for

years before 2021.

Changes in the amount of unrecognized tax benefits for the years ended December 31, 2025, 2024 and 2023 are as

follows:


(in thousands)	2025	2024	2023

Balance at beginning of year	$108,927	$95,558	$79,283
Additions based on tax positions related to the current year	8,990	9,447	9,632
Additions for tax positions of prior years	21,022	10,402	7,839
Decrease for tax position of prior years	(8,834)	(271)	(3,832)
Decrease related to settlements	—	(439)	(119)
Increase (decrease) from currency translation	13,481	(5,770)	2,755
Balance at end of year	$143,586	$108,927	$95,558

At December 31, 2025 and 2024, our net unrecognized tax benefits totaled approximately $143.6 million and

$108.9 million, respectively, which, if recognized, would favorably affect our effective tax rate in any future period.

However, various events could cause our current expectations to change in the future. The above unrecognized tax

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Notes to the Consolidated Financial Statements

benefits, if ever recognized in the financial statements, would be recorded in the statements of income as part of income

tax expense.

Our policy is to recognize interest accrued related to income taxes in interest expense and penalties within income tax

expense. For the years ending December 31, 2025, 2024 and 2023, we recognized expense for interest and penalties of

$2.0 million, $0.8 million and income of $0.4 million, respectively. At December 31, 2025 and 2024, we have accrued

interest and penalties of $5.9 million and $3.9 million, respectively, which are not included in the table above.

At December 31, 2025 and 2024, in the consolidated balance sheets, we have recorded deferred tax assets of

$69.0 million and $70.1 million, respectively, in other long-term assets and deferred tax liabilities of $26.6 million and

$22.7 million, respectively, in other long-term liabilities. The components of the net deferred tax assets at December 31,

2025 and 2024 are as follows:


(in thousands)	2025	2024

Deferred tax assets:
Net operating loss and tax credit carryforwards	$76,802	$33,875
Intangible assets	42,091	47,409
Accrued and other liabilities	24,582	27,746
Share-based compensation	13,091	15,899
Other	22,070	19,349
Total deferred tax assets before valuation allowance	178,636	144,278
Valuation allowance	(8,364)	(10,894)
Total deferred tax assets, after valuation allowance	$170,272	$133,384

Deferred tax liabilities:
Intangible assets	($44,451)	($41,386)
Property, plant and equipment	(75,390)	(38,900)
Other	(8,010)	(5,726)
Total deferred tax liabilities	($127,851)	($86,012)

Deferred tax assets, net	$42,421	$47,372

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Notes to the Consolidated Financial Statements

Before considering the impact of unrecognized tax benefits, at December 31, 2025, we had $558.3 million in total net

operating loss (NOL) carryforwards which included $401.7 million for Germany, $59.4 million for the U.S., $20.9 million

for the U.K., $19.0 million for the Netherlands and $57.3 million for other foreign jurisdictions. The NOL carryforwards in

the U.S., Germany, the Netherlands and the U.K. carryforward indefinitely. The entire NOL carryforward in the U.S. is

subject to limitations under Section 382 of the U.S. Internal Revenue Code which limits the amount that can be used each

year. NOL carryforwards of $24.7 million in other foreign jurisdictions expire between 2026 and 2030 while the

remainder can be carried forward indefinitely. At December 31, 2025, tax credits total $7.2 million and expire between

2034 and 2044.

As of December 31, 2025, the valuation allowance principally relates to net operating loss carryforwards. A deferred tax

asset can only be recognized to the extent it is "more likely than not" that the assets will be realized. Judgments around

realizability depend on the availability and weight of both positive and negative evidence.

The changes in the valuation allowance for the years ended December 31, 2025, 2024 and 2023 were as follows:


(in thousands)	2025	2024	2023

Balance at beginning of year	($10,894)	($13,214)	($21,265)
Additions charged to income tax expense	(1,380)	(405)	(2,015)
Deductions charged to income tax expense	4,844	1,383	9,719
Currency translation	(934)	1,342	347
Balance at end of year	($8,364)	($10,894)	($13,214)

As of December 31, 2025, a deferred tax liability has not been recognized for residual income taxes in the Netherlands

on the undistributed earnings of the majority of our foreign subsidiaries as these earnings are considered to be either

indefinitely reinvested or can be repatriated tax free under the Dutch participation exemption. Estimating the amount of the

unrecognized deferred tax liability on indefinitely reinvested foreign earnings is not practicable. Should the earnings be

remitted as dividends, we may be subject to taxes including withholding tax. We have $15.0 million of undistributed

earnings that we do not consider indefinitely reinvested and have recorded a deferred tax liability of $0.7 million for both

December 31, 2025 and 2024.

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Notes to the Consolidated Financial Statements

Income Taxes Paid

The following table details the amount and jurisdictions of tax payments (refunds), net of refunds, received for the year

ended December 31, 2025. For the years ended December 31, 2024 and 2023, income taxes paid totaled $15.7 million

and $82.4 million, respectively.


(in thousands)		2025

The Netherlands		$5,660
Foreign:
United States		6,308
Germany		(6,272)
Spain		(1,975)
United Kingdom		(4,198)
Switzerland		4,895
France		2,533
Turkey		2,079
Italy		1,507
Sweden		1,467
Other jurisdictions		5,261
Total foreign income taxes paid		11,605

Total income taxes paid		$17,266

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Notes to the Consolidated Financial Statements

18. Equity

The authorized classes of our shares consist of Common Shares (410 million authorized), Preference Shares (450 million

authorized) and Financing Preference Shares (40 million authorized). All classes of shares have a par value of €0.01. No

Financing Preference Shares or Preference Shares have been issued. Common Shares are translated to U.S. dollars at the

foreign exchange rates in effect when the shares are issued.

Dividend Declaration

On June 26, 2025 at the Annual General Meeting, shareholders of QIAGEN N.V. approved a cash dividend of $0.25

per common share with a record and ex-date of July 2, 2025. On July 10, 2025, a total of $54.2 million in cash

dividends were paid to our shareholders.

2026 Synthetic Share Repurchase

In January 2026, we completed a synthetic share repurchase that combined a direct capital repayment with a reverse

stock split. The transaction was announced on December 18, 2025. The synthetic share repurchase was implemented

through a series of amendments to our Articles of Association which were approved by our shareholders. The first

amendment involved an increase in share capital by an increase in the nominal value per common share from EUR 0.01 to

EUR 1.96 and a corresponding reduction in additional paid in capital. The second amendment involved a reduction in

common shares whereby 20 existing common shares with a nominal value of EUR 1.96 each were consolidated into 19

new common shares with a nominal value of EUR 2.07 each. The third amendment was a reduction of the nominal value

per common share from EUR 2.07 to EUR 0.01. As a result of these amendments, which in substance constitute a synthetic

share buyback, $496.7 million was returned to shareholders through the transaction which reduced the total number of

outstanding shares by 10.9 million, or 5.0%, to 206.8 million shares outstanding as of January 8, 2026. Consequently,

the conversion rates for convertible notes were updated as disclosed in Note 16 "Debt."

2025 Synthetic Share Repurchase

In January 2025, we completed a synthetic share repurchase that combined a direct capital repayment with a reverse

stock split. The transaction was announced on January 12, 2025. The synthetic share repurchase was implemented through

a series of amendments to our Articles of Association which were approved by our shareholders. The first amendment

involved an increase in share capital by an increase in the nominal value per common share from EUR 0.01 to EUR 1.24

and a corresponding reduction in additional paid in capital. The second amendment involved a reduction in common

shares whereby 36 existing common shares with a nominal value of EUR 1.24 each were consolidated into 35 new

common shares with a nominal value of EUR 1.28 each. The third amendment was a reduction of the nominal value per

common share from EUR 1.28 to EUR 0.01. As a result of these amendments, which in substance constitute a synthetic

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Notes to the Consolidated Financial Statements

share buyback, $280.1 million was repaid to our shareholders and the outstanding number of common shares was

reduced by 6.2 million, or 2.8%. Total expenses incurred related to the capital repayment and share consolidation

amounted to $0.1 million and were charged to equity during 2025.

2024 Synthetic Share Repurchase

In January 2024, we completed a capital repayment program through a synthetic share repurchase that combined a direct

capital repayment with a reverse stock split. The synthetic share repurchase was implemented through a series of

amendments to our Articles of Association which were approved by our shareholders. The first amendment involved an

increase in share capital by an increase in the nominal value per common share from EUR 0.01 to EUR 1.18 and a

corresponding reduction in additional paid in capital. The second amendment involved a reduction in common shares

whereby 25 existing common shares with a nominal value of EUR 1.18 each were consolidated into 24.25 new common

shares with a nominal value of EUR 1.22 each. The third amendment was a reduction of the nominal value per common

share from EUR 1.22 to EUR 0.01. As a result of these amendments, which in substance constitute a synthetic share

buyback, $292.1 million was repaid to our shareholders, and the outstanding number of common shares was reduced by

6.8 million, or 3.0%. Total expenses incurred related to the capital repayment and share consolidation amounted to $0.8

million and were charged to equity during 2024.

Accumulated Other Comprehensive Loss

The following table is a summary of the components of accumulated other comprehensive loss as of December 31, 2025

and 2024:


(in thousands)	2025	2024

Net unrealized loss on hedging contracts, net of tax	($51,745)	($9,818)
Net unrealized gain on pension, net of tax	401	282
Foreign currency effects from intercompany long-term investment transactions, net of tax benefits of $13.2 million in 2025 and 2024	(33,415)	(33,962)
Foreign currency translation adjustments	(292,550)	(431,041)
Accumulated other comprehensive loss	($377,309)	($474,539)

QIAGEN N.V. | Financial Report 2025

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Notes to the Consolidated Financial Statements

19. Earnings Per Common Share

We present basic and diluted earnings per common share. Basic earnings per common share is calculated by dividing the

net income by the weighted average number of common shares outstanding. Diluted earnings per common share reflect the

potential dilution of earnings that would occur if all “in the money” securities to issue common shares were exercised.

The following schedule summarizes the information used to compute earnings per common share for the years ended

December 31, 2025, 2024 and 2023:


(in thousands, except per share data)	2025	2024	2023

Net income	$424,880	$83,591	$341,303

Weighted average number of common shares used to compute basic earnings per common share	217,219	222,619	228,146
Dilutive effect of outstanding stock options and restricted stock units	1,661	2,098	2,473
Weighted average number of common shares used to compute diluted earnings per common share	218,880	224,717	230,619

Outstanding stock options and awards having no dilutive effect, not included in above calculation	50	26	1
Outstanding warrants having no dilutive effect, not included in above calculation	—	9,531	17,562

Basic earnings per common share	$1.96	$0.38	$1.50
Diluted earnings per common share	$1.94	$0.37	$1.48

For purposes of considering the 2027 Notes, 2031 Notes and the 2032 Notes, as discussed further in Note 16 "Debt," in

determining diluted earnings per common share, only an excess of the conversion value over the principal amount would

have a dilutive impact using the treasury stock method. Since the 2027 Notes, 2031 Notes and the 2032 Notes were out

of the money and anti-dilutive during the period from January 1, 2023 through December 31, 2025, they were excluded

from the diluted earnings per common share calculations in 2023, 2024 and 2025.

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Notes to the Consolidated Financial Statements

20. Commitments and Contingencies

Licensing and Purchase Commitments

We have licensing agreements with companies, universities and individuals, some of which require certain up-front

payments. Royalty payments are required on net product sales ranging from 0.45 percent to 20 percent of covered

products or based on quantities sold. Several of these agreements have minimum royalty requirements. The accompanying

consolidated balance sheets include accrued royalties relating to these agreements in the amount of $6.1 million and $5.1

million at December 31, 2025 and 2024, respectively. Royalty expense relating to these agreements amounted to $15.4

million for the year ended December 31, 2025 and $13.9 million for the years ended December 31, 2024 and 2023.

Royalty expense is primarily recorded in cost of sales, with a small portion recorded as research and development expense

depending on the use of the technology under license. Some of these agreements also have minimum raw material

purchase requirements and requirements to perform specific types of research.

At December 31, 2025, we had commitments to purchase goods or services and to make future license and royalty

payments. They are as follows:


Years ending December 31, (in thousands)	Purchase commitments	License & royalty commitments

2026	$78,587	$1,933
2027	42,675	1,986
2028	22,500	1,844
2029	3,465	1,852
2030	1,506	1,881
Thereafter	—	9,029
	$148,733	$18,525

Contingent Consideration Commitments

Pursuant to the purchase agreements for certain acquisitions, we could be required to make additional contingent cash

payments for a previous business combination based on the achievement of certain revenue and operating result

milestones. Milestone payments total $71.9 million may be triggered through the end of 2027. Based on the current

estimate of potential milestone payments, $16.2 million is included in accrued and other current liabilities and $6.6 million

is included in other long-term liabilities in the accompanying consolidated balance sheet as of December 31, 2025. Refer

to Note 15 "Financial Instruments and Fair Value Measurements" for changes in the contingent consideration liabilities.

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Notes to the Consolidated Financial Statements

Employment Agreements

Certain of our employment contracts contain provisions which guarantee payments in the event of a change in control, as

defined in the agreements, or if the executive is terminated for reasons other than cause, as defined in the agreements. At

December 31, 2025, the commitment under these agreements totaled $10.5 million.

Contingencies

In the ordinary course of business, we provide a warranty to customers that our products are free of defects and will

conform to published specifications. Generally, the applicable product warranty period is one year from the date of

delivery of the product to the customer or of site acceptance, if required. Additionally, we typically provide limited

warranties with respect to our services. We provide for estimated warranty costs at the time of the product sale. The

changes in the carrying amount of warranty obligations for the years ended December 31, 2025 and 2024 are as

follows:


(in thousands)	2025	2024

Balance at beginning of year	$2,810	$3,944
Provision charged to cost of sales	3,383	2,675
Usage	(3,099)	(2,643)
Adjustments to previously provided warranties, net	(26)	(1,016)
Currency translation	159	(150)
Balance at end of year	$3,227	$2,810

Litigation

From time to time, we may be party to legal proceedings incidental to our business. As of December 31, 2025, certain

claims, suits or legal proceedings arising out of the normal course of business have been filed or were pending against

QIAGEN N.V. or its subsidiaries. These matters have arisen in the ordinary course and conduct of business as well as

through acquisition. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessing

litigation contingencies is highly subjective and requires judgments about future events. Although it is not possible to predict

the outcome of such litigation, we assess the degree of probability and evaluate the reasonably possible losses that we

could incur as a result of these matters. We accrue for any estimated loss when it is probable that a liability has been

incurred and the amount of probable loss can be estimated. We are not party to any material legal proceeding as of the

date of this report.

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Notes to the Consolidated Financial Statements

Patent Litigation

Labcorp (as successor to ArcherDX)

In 2018, ArcherDX (succeeded in the litigation by Laboratory Corporation of America Holdings and Labcorp Genetics, Inc.

(Labcorp)) and Massachusetts General Hospital (MGH) sued QIAGEN for patent infringement. In August 2021, a federal

jury ruled that QIAGEN infringed two patents owned by ArcherDX and awarded damages of $4.7 million which were

accrued in 2021 and remained accrued as of December 31, 2024 in other long-term liabilities in the accompanying

consolidated balance sheet. In the third quarter of 2025, the Court of Appeals for the Federal Circuit reversed the decision

of infringement of the District Court of Delaware, vacated the $4.7 million damages award and granted judgment as a

matter of law of non-infringement in favor of QIAGEN. The plaintiffs did not file any motion opposing this decision before

the deadline and the matter is now closed. Accordingly, the $4.7 million accrual was reversed to restructuring, acquisition,

integration and other, net in the accompanying consolidated statement of income for the year ended December 31, 2025.

QIAGEN N.V. | Financial Report 2025

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Notes to the Consolidated Financial Statements

21. Segment Information

We manage our business activities on a consolidated basis and operate as a single operating segment, focusing on the

development and distribution of sample and assay technologies in the molecular diagnostics and Life Sciences markets.

We have a common basis of organization and the single operating segment reflects the way in which our Chief Executive

Officer, who is the Chief Operating Decision Maker (CODM), evaluates the Company’s financial performance, makes

decisions with regards to business operations and allocates resources based on evaluations of QIAGEN as a whole. As

QIAGEN N.V. operates as a single operating segment, the segment information disclosed aligns with the amounts

presented in the consolidated financial statements.

We are a leader in molecular research and testing solutions, and our products and services are offered globally. Our

product portfolio addresses a wide range of applications and is grouped into two main categories:

•Consumables and related revenues involve our consumables kits, bioinformatics solutions, royalties, co-development

milestone payments and services; and

•Instruments and related services, which include laboratory automation platforms, such as sample preparation systems,

which streamline workflows in research and diagnostic labs.

Refer to Note 4 "Revenue" for disaggregation of revenue based on product type and product category.

We generate revenue from a diverse customer base. For the years ended December 31, 2025, 2024 and 2023, no single

external customer accounted for 10% or more of the Company’s total consolidated revenue.

The CODM assesses the performance of the Company using consolidated net income as the measure of segment profit or

loss because it captures the financial impact of the Company’s operating and financing decisions as well as its tax

obligations. This measure provides a holistic view of the Company’s profitability and is considered the most relevant metric

for decision-making for the Company as a whole.

The CODM utilizes consolidated net income to make strategic decisions about:

•Investment Priorities: Determining the allocation of resources to growth initiatives, research and development or other key

operational areas.

•Investment in Research and Development: Determining the appropriate level of funding for research and development

initiatives to drive innovation and maintain the Company's competitive edge.

•Market Expansion: Assessing the financial viability of entering new markets or expanding in existing ones to foster

growth.

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Notes to the Consolidated Financial Statements

•Cost Management: Evaluating the efficiency of current operations, identifying opportunities for cost optimization and

improving operational efficiency across the organization.

•Capital Deployment: Assessing the Company’s ability to reinvest profits into the business or return value to shareholders

through capital repayments, dividends or share repurchases.

The CODM reviews certain significant expense categories when evaluating the Company’s operational performance. These

include adjusted costs of sales and the resulting adjusted gross profit and margin as well as adjusted operating expenses

and the associated adjusted operating income and margin.

The following table presents selected financial information with respect to the Company’s single operating segment for the

years ended December 31, 2025, 2024 and 2023:


(in thousands)	2025	2024	2023

Net sales	$2,089,999	$1,978,214	$1,965,311
Cost of sales:
Adjusted cost of sales	702,988	653,403	659,001
Other cost of sales (1)	87,516	357,461	72,622
Total cost of sales	790,504	1,010,864	731,623
Gross profit	1,299,495	967,350	1,233,688
Operating expenses:
Adjusted operating expenses	771,185	757,855	777,677
Other operating costs (1)	62,459	111,784	46,073
Total operating expenses	833,644	869,639	823,750
Income from operations	465,851	97,711	409,938
Total other income, net	24,414	23,436	19,871
Income before income tax expense	490,265	121,147	429,809
Income tax expense	65,385	37,556	88,506
Net income	$424,880	$83,591	$341,303

(1)Other costs include amortization of intangible assets acquired in business combinations and costs related to acquisitions, restructuring and integrations.

The CODM does not review assets in evaluating results and therefore, such information is not presented for segment

reporting. See the consolidated financial statements for other financial information regarding the Company’s operating

segment.

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Notes to the Consolidated Financial Statements

Geographical Information

Net sales are attributed to countries based on the location of the customer. Intercompany sales are excluded from

consolidated net sales. No single customer represents more than ten percent of consolidated net sales. Our country of

domicile is the Netherlands, which reported net sales of $23.7 million, $20.9 million and $20.3 million for the years

ended 2025, 2024 and 2023, respectively, and these amounts are included in the line item Europe, Middle East and

Africa in the table below.

Net sales by geographical location for the years ended December 31, 2025, 2024 and 2023 are as follows:


(in thousands)	2025	2024	2023

Americas:
United States	$998,448	$942,009	$935,281
Other Americas	88,065	89,557	84,774
Total Americas	1,086,513	1,031,566	1,020,055
Europe, Middle East and Africa	712,759	648,494	624,573
Asia Pacific, Japan and Rest of World	290,727	298,154	320,683
Total net sales	$2,089,999	$1,978,214	$1,965,311

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Notes to the Consolidated Financial Statements

Long-lived assets include property, plant and equipment. The Netherlands, which is included in the balances for Europe in

the table below, reported long-lived assets of $1.0 million and $0.7 million as of December 31, 2025 and 2024,

respectively.

Long-lived assets by geographical location as of December 31, 2025 and 2024 are as follows:


(in thousands)	2025	2024

Americas:
United States	$153,956	$143,894
Other Americas	2,608	2,122
Total Americas	156,564	146,016
Europe, Middle East and Africa:
Germany	670,947	526,251
Other Europe, Middle East and Africa	80,940	64,714
Total Europe, Middle East and Africa	751,887	590,965
Asia Pacific, Japan and Rest of World	15,497	16,630
Total long-lived assets	$923,948	$753,611

Accounting Policies

The accounting policies used to prepare segment information are consistent with those used in the preparation of the

Company’s consolidated financial statements in accordance with U.S. GAAP.

QIAGEN N.V. | Financial Report 2025

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Notes to the Consolidated Financial Statements

22. Share-Based Compensation

The QIAGEN N.V. 2023 Stock Plan (the 2023 Plan) was approved at the June 2023 Annual General Meeting. We

adopted the QIAGEN N.V. 2014 Stock Plan (the 2014 Plan) in 2014. The 2014 Plan expired in May 2024. At

December 31, 2025, we had approximately 11.4 million common shares reserved and available for issuance under the

2014 and 2023 Plans.

The plans allow for the granting of stock rights and incentive stock options, as well as non-qualified options, stock grants

and stock-based awards, generally with terms of up to three years, with previous grants through 2020 having terms of five

years subject to earlier termination in certain situations. The vesting and exercisability of certain stock rights will be

accelerated in the event of a Change of Control, as defined in the plans. We issue Treasury Shares upon the vesting of

stock-based awards.

QIAGEN N.V. | Financial Report 2025

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Notes to the Consolidated Financial Statements

Stock Units

Stock units represent rights to receive Common Shares at a future date and include restricted stock units which are subject

to time-vesting only and performance stock units which include performance conditions in addition to time-vesting. The final

number of performance stock units earned is based on the performance achievement which for some grants can reach up

to 200% of the granted shares. There is no exercise price and the fair market value at the time of the grant is recognized

over the requisite vesting period. The fair market value is determined based on the number of stock units granted and the

market value of our shares on the grant date. Pre-vesting forfeitures were estimated to be approximately 6.0%. At

December 31, 2025, there was $65.2 million remaining in unrecognized compensation cost net of estimated forfeitures

related to these awards, which is expected to be recognized over a weighted average period of 1.38 years. The weighted

average grant date fair value of stock units granted during the years ended December 31, 2025, 2024 and 2023 was

$41.69, $42.88 and $44.37, respectively. The total fair value of stock units that vested during the years ended

December 31, 2025, 2024 and 2023 was $60.7 million, $74.1 million and $39.4 million, respectively.

A summary of stock units as of December 31, 2025 and changes during the year are presented below.


Stock units	Number of stock units (in thousands)	Weighted average contractual term (in years)	Aggregate intrinsic value (in thousands)

Outstanding at January 1, 2025	3,606
Granted	1,156
Vested	(1,466)
Forfeited	(210)
Outstanding at December 31, 2025	3,086	1.38	$138,776
Vested and expected to vest at December 31, 2025	2,819	1.33	$126,778

We net share settle for the tax withholding upon the vesting of awards. Shares are issued on the vesting dates net of the

applicable statutory tax withholding to be paid by us on behalf of our employees. As a result, fewer shares are issued than

the number of stock units outstanding. We record a liability for the tax withholding to be paid by us as a reduction to

treasury shares.

QIAGEN N.V. | Financial Report 2025

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Notes to the Consolidated Financial Statements

Compensation Expense

Share-based compensation expense before income taxes for the years ended December 31, 2025, 2024 and 2023

totaled approximately $50.4 million, $43.6 million and $47.1 million, respectively, as shown in the table below.


(in thousands)	2025	2024	2023

Cost of sales	$6,044	$4,317	$3,296
Research and development	8,246	6,691	7,484
Sales and marketing	13,119	12,122	14,495
General and administrative	22,991	20,497	21,825
Share-based compensation expense	50,400	43,627	47,100
Less: Income tax benefit(1)	10,910	10,394	11,035
Share-based compensation expense, after tax	$39,490	$33,233	$36,065

(1)Does not include the excess tax benefit realized for the tax deductions of the share-based payment arrangements which totaled $1.3 million for the

year ended December 31, 2023. There were zero excess tax benefits realized for the years ended December 31, 2025 and 2024.

The variability in share-based compensation expense primarily reflects the impact from performance achievement levels

and forfeitures.

23. Employee Benefits

We maintain various benefit plans, including defined contribution and defined benefit plans. Our U.S. defined contribution

plan is qualified under Section 401(k) of the Internal Revenue Code and covers substantially all U.S. employees.

Participants may contribute a portion of their compensation not exceeding a limit set annually by the Internal Revenue

Service. This plan includes a provision for us to match a portion of employee contributions. Total expenses under the

401(k) plans were $3.7 million, $4.1 million and $4.5 million for each of the years ended December 31, 2025, 2024

and 2023, respectively. We also have a defined contribution plan which covers certain executives. We make matching

contributions up to an established maximum. Matching contributions made to the plan, and expensed, totaled

approximately $0.1 million for each of the years ended December 31, 2025, 2024 and 2023.

We have eight defined benefit, non-contributory retirement or termination plans that cover certain employees in Germany,

France, Italy, Japan, Poland, Philippines and the United Arab Emirates. These defined benefit plans provide benefits to

covered individuals satisfying certain age and/or service requirements. For certain plans, we calculate the vested benefits

to which employees are entitled if they separate immediately. The benefits accrued on a pro-rata basis during the

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Notes to the Consolidated Financial Statements

employees’ employment period are based on the individuals’ salaries, adjusted for inflation. All defined benefit plans are

unfunded. The liability under the defined benefit plans totaled $9.2 million and $8.4 million as of December 31, 2025

and 2024, respectively, and is included as a component of other long-term liabilities on the accompanying consolidated

balance sheets.

24. Related Party Transactions

From time to time, we have transactions with other companies in which we hold an interest as summarized in the table

below.

Net sales to related parties for the years ended December 31, 2025, 2024 and 2023 are as follows:

As of December 31, 2025 and 2024, balances with related parties are as follows:


(in thousands)	2025	2024

Accounts receivable	$1,978	$1,848
Accounts payable	$608	$872
Accrued and other current liabilities	$2,376	$1,367

25. Subsequent Event

In January 2026, we completed a synthetic share repurchase that combined a direct capital repayment with a reverse

stock split as discussed in Note 18 "Equity."

QIAGEN N.V. | Financial Report 2025

Page 183

Appendices


184		Articles of Association
196		Principal Accountant Fees and Services
197		Taxation
203		Government Regulations
216		Exchange Controls
217		Documents on Display
218		Controls and Procedures
220		Disclosure under Section 219 of ITRA
221		Reference Table Form 20-F

QIAGEN N.V. | Financial Report 2025

Page 184

Articles of Association

We are a public company with limited liability (naamloze vennootschap)

incorporated under Dutch law and registered with the Dutch Trade Register

under file number 12036979. Set forth below is a summary of certain

provisions of our Articles of Association, as lastly amended on January 7,

2026, and Dutch law, where appropriate. The below also contains information

on provisions of the Dutch Corporate Governance Code 2025 (the Dutch

Code), which contains principles of good corporate governance and best

practice provisions that regulate relations between the Managing Board, the

Supervisory Board and the Shareholders. The principles and provisions are

aimed at defining responsibilities for sustainable long-term value creation, risk

control, effective management and supervision, remuneration and the

relationships with Shareholders, including the General Meeting, and other

stakeholders. A listed company should either comply or, if not, explain in its

management report why, and to what extent, it does not comply with the

principles of the Dutch Code. The Dutch Code has been taken into account in

the summary below.

This summary does not purport to be complete and is qualified in its entirety by

reference to the Articles of Association, Dutch Law and the Dutch Code.

Corporate Purpose

Our objectives include, without limitation, the performance of activities in the

biotechnology industry as well as incorporating, acquiring, participating in,

financing, managing and having any other interest in companies or enterprises

of any nature, raising and lending funds and such other acts as may be

conducive to our business.

Managing Directors

QIAGEN shall be managed by a Managing Board consisting of one or more

Managing Directors under the supervision of the Supervisory Board. The

Managing Board is responsible for our continuity and our affiliated enterprise.

The Managing Board focuses on our sustainable long-term value creation and

our affiliated enterprise, taking into account the impact the actions of the

Company and its affiliated enterprise have on people, the environment and our

stakeholders' interests that are relevant in this context, which include, but are

not limited to, our shareholders. Managing Directors shall be appointed by the

General Meeting upon a binding nomination by the joint meeting of the

Supervisory Board and the Managing Board (Joint Meeting). However, the

General Meeting may at all times overrule the binding nature of such a

nomination by a resolution adopted by at least a two-thirds majority of the votes

cast, if such majority represents more than half the issued share capital. This is

different from the provisions of many American corporate statutes, including the

Delaware General Corporation Law, which give the directors of a corporation

greater authority in choosing the executive officers of a corporation. Under our

Articles of Association, the General Meeting may suspend or dismiss a

Managing Director at any time by a resolution adopted by at least a two-thirds

majority of the votes cast, if such majority represents more than half of the

issued share capital, or by a simple majority of votes cast without any quorum

requirements required to be satisfied, if the suspension or dismissal is proposed

by the Joint Meeting. The Supervisory Board shall also at all times be entitled to

suspend (but not to dismiss) a Managing Director. The Articles of Association

provide that the Supervisory Board may adopt management board rules

governing the internal organization of the Managing Board.

Furthermore, the Supervisory Board shall determine the salary, the bonus, if

any, and the other compensation terms and conditions of service of the

Managing Directors within the scope of the remuneration policy. The current

remuneration policy of the Managing Board was adopted in our Annual

General Meeting on June 26, 2025.

Resolutions of the Managing Board shall be validly adopted, if adopted by

simple majority of votes, at least one of whom voting in favor of the proposal

must be the Chairman. Each Managing Director has the right to cast one vote.

Under Dutch law, in the event that there is a conflict of interest between a

Managing Director and us and our business on a certain matter, that Managing

Director shall not participate in the discussions and voting on that matter. If all

Managing Directors have a conflict of interest, such resolution shall be adopted

by the Supervisory Board. If all Supervisory Directors have a conflict of interest

as well, the General Meeting will be authorized to resolve on the matter.

According to the Dutch Code, any conflict of interest between the Company

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Articles of Association

and Managing Directors should be prevented. To avoid conflicts of interest,

adequate measures should be taken. Under the Dutch Code, the Supervisory

Board is responsible for the decision-making on dealing with conflicts of interest

regarding Managing Directors, Supervisory Directors and majority shareholders

in relation to us. A Managing Director should report any potential conflict of

interest in a transaction that is of material significance to the Company and/or

to such Managing Director to the Chairman of the Supervisory Board and to the

other members of the Managing Board without delay. The Supervisory Board

should decide, outside the presence of the Managing Director concerned,

whether there is a conflict of interest. All transactions in which there are

conflicts of interest with Managing Directors shall be agreed on terms that are

customary in the sector concerned. Decisions to enter into transactions under

which a Managing Director would have a conflict of interest that are of material

significance to QIAGEN and/or to the Managing Director concerned, require

the approval of the Supervisory Board.

Supervisory Directors

The Supervisory Board shall be responsible for supervising the policy pursued

by the Managing Board and our general course of affairs. Under our Articles of

Association, the Supervisory Directors are required to serve the interests of our

Company and our business and the interest of all stakeholders (which includes,

but is not limited to, our shareholders) in fulfilling their duties. The Supervisory

Board shall consist of such number of members as the Joint Meeting may, from

time to time, determine, with a minimum of three members. The Supervisory

Directors shall be appointed by the General Meeting upon the Joint Meeting

having made a binding nomination for each vacancy. However, the General

Meeting may at all times overrule the binding nature of such a nomination by a

resolution adopted by at least a two-thirds majority of the votes cast, if such

majority represents more than half the issued share capital. If, during a

financial year, a vacancy occurs in the Supervisory Board, the Supervisory

Board may appoint a Supervisory Director who will cease to hold office at the

next Annual General Meeting, provided that the number of Supervisory

Directors that may be appointed in this manner is limited to one-third of the

number of Supervisory Directors determined by the Joint Meeting. This is

different from the provisions of many American corporate statutes, including the

Delaware General Corporation Law, which provides that directors may vote to

fill vacancies on the board of directors of a corporation. Under our Articles of

Association, the General Meeting may suspend or dismiss a Supervisory

Director at any time by a resolution adopted by at least a two-thirds majority of

the votes cast, if such majority represents more than half of the issued share

capital, or by a simple majority of votes cast without any quorum requirements

required to be satisfied, if the suspension or dismissal is proposed by the Joint

Meeting.

Under Dutch law, in the event that there is a conflict of interest between a

Supervisory Director and us and our business on a certain matter, that

Supervisory Director shall not participate in the discussions and voting on that

matter. Under the Dutch Code, a Supervisory Director should report any conflict

of interest or potential conflict of interest in a transaction that is of material

significance to the Company and/or to such Supervisory Director to the

Chairman of the Supervisory Board without delay. The Supervisory Board

should decide, outside the presence of the Supervisory Director concerned,

whether there is a conflict of interest. If all Supervisory Directors have a conflict

of interest, the relevant resolution shall be adopted by the General Meeting. All

transactions in which there are conflicts of interest with Supervisory Directors

shall be agreed on terms that are customary in the sector concerned. Decisions

to enter into transactions under which a Supervisory Director would have a

conflict of interest that are of material significance to QIAGEN and/or to the

Supervisory Director concerned, require the approval of the Supervisory Board.

In accordance with Dutch law and the Dutch Code, the General Meeting

determines the compensation of the Supervisory Directors upon the proposal of

the Compensation & Human Resources Committee with due observance of the

remuneration policy for Supervisory Directors as adopted at the 2024 Annual

General Meeting. Under the Dutch Code, any shares held by a Supervisory

Director in the Company on whose board he or she sits should be long-term

investments.

Liability of Managing Directors and Supervisory Directors

Under Dutch law, as a general rule, Managing Directors and Supervisory

Directors are not liable for obligations we incur. Under certain circumstances,

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Articles of Association

however, they may become liable, either toward QIAGEN (internal liability) or

to others (external liability), although some exceptions are described below.

Liability toward QIAGEN

Failure of a Managing Director or Supervisory Director to perform his or her

duties does not automatically lead to liability. Liability is only incurred in the

case of a clear, indisputable shortcoming about which no reasonably judging

business-person would have any doubt. In addition, the Managing Director or

Supervisory Director must be deemed to have been grossly negligent.

Managing Directors are jointly and severally liable for failure of the Managing

Board as a whole, but an individual Managing Director will not be held liable

if he or she is determined not to have been responsible for the mismanagement

and has not been negligent in preventing the consequences. Supervisory

Directors are jointly and severally liable for failure of the Supervisory Board as

a whole, but an individual Supervisory Director will not be held liable if he or

she is determined not to have been responsible for the mismanagement and has

not been negligent in preventing the consequences.

Liability for Misrepresentation in Annual Accounts

Managing Directors and Supervisory Directors are also jointly and severally

liable to any third party for damages suffered as a result of misrepresentation in

the annual accounts, management commentary or interim statements of

QIAGEN, although a Managing Director or Supervisory Director will not be

held liable if found not to be personally responsible for the misrepresentation.

Moreover, a Managing Director or Supervisory Director may be found to be

criminally liable if he or she deliberately publishes false annual accounts or

deliberately allows the publication of such false annual accounts.

Tort Liability

Under Dutch law, there can be liability if one has committed a tort

(onrechtmatige daad) against another person. Although there is no clear

definition of “tort” under Dutch law, breach of a duty of care toward a third

party is generally considered to be tort. Therefore, a Dutch corporation may be

held liable by any third party under the general rule of Dutch laws regarding

tort claims. In exceptional cases, Managing Directors and Supervisory Directors

have been found liable on the basis of tort under Dutch common law, but it is

generally difficult to hold a Managing Director or Supervisory Director

personally liable for a tort claim. Shareholders cannot base a tort claim on any

losses which derive from and coincide with losses we suffered. In such cases,

only we can sue the Managing Directors or Supervisory Directors.

Criminal Liability

Under Dutch law, if a legal entity has committed a criminal offense, criminal

proceedings may be instituted against the legal entity itself as well as against

those who gave order to or were in charge of the forbidden act. As a general

rule, it is held that a Managing Director is only criminally liable if he or she

played a reasonably active role in the criminal act.

Indemnification

Article 27 of our Articles of Association provides that we shall indemnify every

person who is or was a Managing Director or Supervisory Director against all

expenses (including attorneys’ fees), judgments, fines and amounts paid in

settlement with respect to any threatened pending or completed action, suit or

proceeding as well as against expenses (including attorneys’ fees) actually and

reasonably incurred in connection with the defense or settlement of an action or

proceeding, if such person acted in good faith and in a manner he or she

reasonably could believe to be in or not opposed to our best interests. An

exception is made in respect to any claim, issue or matter as to which such

person shall have been adjudged to be liable for gross negligence or willful

misconduct in the performance of his or her duty to us.

Classes of Shares

The authorized classes of our shares consist of Common Shares, Financing

Preference Shares and Preference Shares. No Financing Preference Shares or

Preference Shares have been issued.

Common Shares

Common Shares are issued in registered form only. No share certificates are

issued for Common Shares and Common Shares are registered in our

shareholders' register with Equiniti Trust Company, LLC, our transfer agent and

registrar in New York.

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The transfer of registered shares requires a written instrument of transfer and the

written acknowledgment of such transfer by us or the New York Transfer Agent

(in our name).

Financing Preference Shares

No Financing Preference Shares are currently issued or outstanding. If issued,

Financing Preference Shares will be issued in registered form only. No share

certificates are issued for Financing Preference Shares. Financing Preference

Shares must be fully paid up upon issue. The preferred dividend rights attached

to Financing Preference Shares are described under “Dividends” below. We

have no present plans to issue any Financing Preference Shares.

Preference Shares

No Preference Shares are currently issued or outstanding. If issued, Preference

Shares will be issued in registered form only. No share certificates shall be

issued for Preference Shares. Only 25% of the nominal value thereof is required

to be paid upon subscription for Preference Shares. The obligatory payable

part of the nominal amount (or the call) must be equal for each Preference

Share. The Managing Board may, subject to the approval of the Supervisory

Board, resolve on which day and up to which amount a further call must be

paid on Preference Shares which have not yet been paid up in full. The

preferred dividend rights attached to Preference Shares are described under

“Dividends” below.

Pursuant to our Articles of Association, QIAGEN’s Supervisory Board is entitled,

if and in so far as the Supervisory Board has been designated by our General

Meeting, to resolve to issue Preference Shares in the event that (i) any person

who alone or with one or more other persons, directly or indirectly, have

acquired or given notice of an intent to acquire (beneficial) ownership of an

equity stake which in aggregate equals 20% or more of our share capital then

outstanding, or (ii) the Supervisory Board has determined a person to be an

“adverse person.” For this purpose, an “adverse person” is generally

any (legal) person, alone or together with affiliates or associates, with an equity

stake in our Company which the Supervisory Board considers to be substantial,

which must be at least 10% of the issued share capital, and where the

Supervisory Board is of the opinion that this (legal) person has engaged in an

acquisition that is intended to cause or pressure QIAGEN to enter into

transactions intended to provide such person with short-term financial gain

under circumstances that would not be in the interest of QIAGEN and our

shareholders or whose ownership is reasonably likely to cause a material

adverse impact on our business prospects. Currently, the Supervisory Board has

not been designated to issue Preference Shares.

On August 2, 2004, we entered into an agreement (Option Agreement) with

Stichting Preferente Aandelen QIAGEN (SPAQ) which was most recently

amended on June 4, 2012. Pursuant to the Option Agreement, SPAQ was

granted an option to acquire such number of Preference Shares as are equal to

the total number of all outstanding Common Shares minus one in our share

capital at the time of the relevant exercise of the right. SPAQ may exercise its

right to acquire the Preference Shares in all situations that it believes that our

interest or our stakeholders' interests are at risk (which situations include but are

not limited to (i) receipt of a notification from the Managing Board that a

takeover is imminent, and (ii) receipt of a notification from the Managing Board

that one or more activist shareholders take a position that is not in the interest of

QIAGEN, our shareholders or our other stakeholders), provided that the

conditions mentioned in the previous paragraph have been met. Due to the

implementation of the EC Directive on Takeover Bids in Dutch legislation, the

exercise of the option to acquire Preference Shares by SPAQ and the

subsequent issuance of Preference Shares to SPAQ needs to be done with due

observance and in consideration of the restrictions imposed by the Public Offer

Rules.

SPAQ was incorporated on August 2, 2004. Its principal office is located at

Hulsterweg 82, 5912 PL Venlo, The Netherlands. Its statutory objectives are to

protect our interests and our enterprise and the enterprises of companies which

are linked to us. SPAQ shall attempt to accomplish its objectives by way of

acquiring Preference Shares in the share capital of QIAGEN and to exercise

the voting rights in our interests and the interests of our stakeholders.

The board of SPAQ shall consist of at least two directors. Upon incorporation of

SPAQ, two members were appointed to the board of SPAQ who resigned in

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2019. In December 2019, two new members were appointed. After serving on

the board of SPAQ for four years, at the end of 2025, each of these board

members were reappointed for an additional two year term. The board of

SPAQ may appoint additional members to the board. Board resolutions will be

adopted by unanimity of the votes cast. SPAQ will be represented either by its

board or by the chairman of its board.

Issuance of shares

Under our Articles of Association, the Supervisory Board has the power to issue

Shares, determine the issue price and establish further conditions of any such

issuance, provided that it has been authorized by the General Meeting to do

so. The authorization referred to in the preceding sentence can only be granted

for a specific period of time not exceeding five years and may be extended in

the same manner. If there is no designation of the Supervisory Board to issue

shares in force, the General Meeting shall have authority to issue shares, but

only upon the proposal of, and in accordance with the issue price and further

conditions as determined by, the Supervisory Board. For these purposes,

issuances of shares include the granting of rights to subscribe for shares, such

as options and warrants, but not the issue of shares upon exercise of such

rights.

On June 21, 2024, the General Meeting resolved to authorize the Supervisory

Board until December 21, 2025, to issue Common Shares and Financing

Preference Shares or grant rights to subscribe for such shares, the aggregate

par value of which shall be equal to the aggregate par value of 50% of the

shares issued and outstanding in the capital of the Company as of December

31, 2023, as included in the Annual Accounts for Calendar Year 2023.

Pre-emptive Rights

Under our Articles of Association, existing holders of Common Shares will have

pre-emptive rights in respect of future issuances of Common Shares in

proportion to the number of Common Shares held by them, unless limited or

excluded as described below. Holders of Common Shares shall not have pre-

emptive rights in respect of future issuances of Financing Preference Shares or

Preference Shares. Holders of Financing Preference Shares and Preference

Shares shall not have pre-emptive rights in respect of any future issuances of

share capital. Pre-emptive rights do not apply with respect to shares issued

against contributions other than in cash or shares issued to employees of the

Company or one of our group companies. Under our Articles of Association,

the Supervisory Board has the power to limit or exclude any pre-emptive rights

to which shareholders may be entitled, provided that it has been authorized by

the General Meeting to do so. The authority of the Supervisory Board to limit or

exclude pre-emptive rights can only be exercised if, at that time, the Supervisory

Board's authority to issue shares is in full force and effect. The authority to limit

or exclude pre-emptive rights may be extended in the same manner as the

authority to issue shares. If there is no designation of the Supervisory Board to

limit or exclude pre-emptive rights in force, the General Meeting shall have

authority to limit or exclude such pre-emptive rights, but only upon the proposal

of the Supervisory Board.

Resolutions of the General Meeting (i) to limit or exclude pre-emptive rights or

(ii) to designate the Supervisory Board as the corporate body that has the

authority to limit or exclude pre-emptive rights, require a majority of at least

two-thirds of the votes cast in a meeting of shareholders if less than 50% of the

issued share capital is present or represented. For these purposes, issuances of

shares include the granting of rights to subscribe for shares, such as options

and warrants, but not the issue of shares upon exercise of such rights.

On June 26, 2025, the General Meeting resolved to grant the authority to

restrict or exclude pre-emptive rights until December 26, 2026. However, the

General Meeting has limited this authority in a way that the Supervisory Board

can only exclude or limit the pre-emptive rights in relation to no more than 10%

of the aggregate par value of all shares issued and outstanding in the capital of

the Company as of December 31, 2024.

Acquisition of Our Own Shares

We may acquire our own shares, subject to certain provisions of Dutch law and

our Articles of Association, if (i) shareholders’ equity less the payment required

to make the acquisition does not fall below the sum of paid-up and called-up

capital and any reserves required by Dutch law or the Articles of Association,

and (ii) we and our subsidiaries would not thereafter hold shares with an

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aggregate nominal value exceeding half of our issued share capital. Shares

that we hold in our own capital or shares held by one of our subsidiaries may

not be voted. The Managing Board, subject to the approval of the Supervisory

Board, may effect the acquisition of shares in our own capital. Our acquisitions

of shares in our own capital may only take place if the General Meeting has

granted the authority to effect such acquisitions to the Managing Board. Such

authority may apply for a maximum period of eighteen months and must specify

the number of shares that may be acquired, the manner in which shares may

be acquired and the price limits within which shares may be acquired. Dutch

corporate law allows for the authorization of the Managing Board to purchase

a number of shares equal to up to 50% of the Company’s issued share capital

on the date of the acquisition. On June 26, 2025, the General Meeting

resolved to extend the authorization of the Managing Board in such manner

that the Managing Board may, for the 18-month period beginning June 26,

2025, until December 26, 2026, cause us to acquire shares in our own share

capital, up to 10% of the Company's issued share capital on the date of the

acquisition and provided that the Company or any subsidiary shall not hold

more than 10% of the Company's issued share capital at any time, without

limitation at a price between one euro cent (euro 0.01) and one hundred ten

percent (110%) of the higher of the average closing price of our shares on the

New York Stock Exchange or, as applicable, the Frankfurt Stock Exchange, for

the five trading days prior to the day of purchase, or, with respect to Preference

and Financing Preference shares, against a price between one euro cent (euro

0.01) and three times the issuance price and in accordance with applicable

provisions of Dutch law and our Articles of Association.

Synthetic share repurchase

During the Annual General Meeting held on June 26, 2025, the General

Meeting approved a proposal to allow the Managing Board, subject to the

approval of the Supervisory Board, to, during a period of 18 months from the

date of the Annual General Meeting, i.e., until December 26, 2026, adjust the

Company's capital structure and to repay capital to our shareholders via a

synthetic share repurchase within predetermined boundaries. The key

consequences of such a synthetic share repurchase included: (i) an amount to

be determined by the Managing Board, subject to the approval of the

Supervisory Board, of up to a maximum $500 million would be paid to our

shareholders as a capital repayment, and (ii) the number of outstanding

Common Shares would at least be decreased by a number of Common Shares

approximately equal to the number of Common Shares that the Company,

theoretically, could have repurchased for the aggregate amount repaid to our

shareholders.

For more information on the synthetic share repurchase, refer to the explanatory

notes to agenda Item 15 in the proxy statement relating to the Annual General

Meeting of June 26, 2025 as well as our press release of December 18, 2025.

Capital Reduction

Subject to the provisions of Dutch law and our Articles of Association, the

General Meeting may, upon the proposal of the Supervisory Board, resolve to

reduce the issued share capital by (i) canceling shares, or (ii) reducing the

nominal value of shares through an amendment of our Articles of Association.

Cancellation with repayment of shares or partial repayment on shares or

release from the obligation to pay up may also be made or given exclusively

with respect to Common Shares, Financing Preference Shares or Preference

Shares.

Financial Year, Annual Accounts and Independent Registered

Public Accounting Firm

Our financial year coincides with the calendar year. Dutch law requires that

within four months after the end of the financial year, the Managing Board must

make available a report with respect to such financial year, including our

financial statements for such year prepared under International Financial

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Reporting Standards and accompanied by an Independent Auditor's Report.

The annual report is submitted to the Annual General Meeting for adoption.

The General Meeting appoints the external auditor of our statutory financial

statements prepared in accordance with International Financial Reporting

Standards and to issue a report thereon. On June 21, 2024, our shareholders

appointed Ernst & Young Accountants LLP to serve as our external auditor for

our statutory consolidated financial statements prepared in accordance with

International Financial Reporting Standards for the year ending December 31,

2025.

Dividends and Other Distributions

Subject to certain exceptions, dividends may only be paid out of profits as

shown in our annual financial statements as adopted by the General Meeting.

Distributions may not be made if the distribution would reduce shareholders’

equity below the sum of the paid-up and called-up capital and any reserves

required by Dutch law or our Articles of Association.

Out of profits, dividends must first be paid on any outstanding Preference

Shares (the Preference Share Dividend) in a percentage (the Preference Share

Dividend Percentage) of the obligatory call amount paid up on such shares at

the beginning of the financial year in respect of which the distribution is made.

The Preference Share Dividend Percentage is equal to the average main

refinancing rates during the financial year for which the distribution is made.

Average main refinancing rate shall be understood to mean the average value

on each individual day during the financial year for which the distribution is

made of the main refinancing rates prevailing on such day. The main

refinancing rate shall be understood to mean the rate of the Main Refinancing

Operation as determined and published from time to time by the European

Central Bank. If and to the extent that profits are not sufficient to pay the

Preference Share Dividend in full, the deficit shall be paid out of the reserves,

with the exception of any reserve which was formed as share premium reserve

upon the issue of Financing Preference Shares. If, in any financial year, the

profit is not sufficient to make the distributions referred to above and if no

distribution or only a partial distribution is made from the reserves referred to

above, such that the deficit is not fully made good, no further distributions will

be made as described below until the deficit has been made good.

Out of profits remaining after payment of any dividends on Preference Shares,

the Supervisory Board shall determine such amounts as shall be kept in reserve.

Out of any remaining profits not allocated to reserves, a dividend (the

Financing Preference Share Dividend) shall be paid on the Financing Preference

Shares equal to a percentage (the Financing Preference Share Dividend

Percentage) over the nominal value of the Financing Preference Shares,

increased by the amount of share premium that was paid upon the first issue of

Financing Preference Shares. The Financing Preference Shares Dividend

Percentage is a function of the average effective yield on the prime interest rate

on corporate loans in the United States as quoted in the Wall Street Journal,

following the calculation set forth in article 40.4 of our Articles of Association. If

and to the extent that the profits are not sufficient to pay the Financing

Preference Share Dividend in full, the deficit may be paid out of the reserves if

the Managing Board so decides with the approval of the Supervisory Board,

with the exception of the reserve which was formed as share premium upon the

issue of Financing Preference Shares.

Insofar as the profits have not been distributed or allocated to reserves as

specified above, the General Meeting may act to allocate such profits,

provided that no further dividends will be distributed on the Preference Shares

or the Financing Preference Shares.

The Managing Board may, with due observance of Article 2:105 of the Dutch

Civil Code and with the approval of the Supervisory Board, distribute an

interim dividend, if and to the extent that the profits so permit. Interim dividends

may be distributed on one class of shares only.

The General Meeting may resolve on the proposal of the Supervisory Board, to

distribute dividends or reserves, wholly or partially, in the form of shares.

Distributions as described above are payable as from a date to be determined

by the Supervisory Board. Distributions will be made payable at an address or

addresses in the Netherlands, to be determined by the Supervisory Board, as

well as at least one address in each country where the shares are listed or

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quoted for trading. The Supervisory Board may determine the method of

payment of cash distributions. Distributions in cash that have not been collected

within five years and two days after they have become due and payable shall

revert to QIAGEN.

Dutch law provides that the declaration of dividends out of the profits that are

at the free disposal of the General Meeting is the exclusive right of the General

Meeting. This is different from the corporate law of most jurisdictions in the

United States, which permits a corporation’s board of directors to declare

dividends.

Shareholder Meetings, Voting Rights and Other Shareholder

Rights

The Annual General Meeting is required to be held within six months after the

end of each financial year for the purpose of, among other things, adopting the

annual accounts and filling of any vacancies on the Managing Board and

Supervisory Board.

Extraordinary General Meetings are held as often as deemed necessary by the

Managing Board or Supervisory Board, or upon a request to the Managing

Board or Supervisory Board by one or more shareholders and other persons

entitled to attend meetings jointly representing (i) at least 40% of our issued

share capital, with those persons jointly being authorized to convene such a

meeting themselves in case the Boards do not timely comply with the request, in

accordance with the Articles of Association, or (ii) at least 10% of our issued

share capital, with those persons jointly being authorized to convene such a

meeting themselves in case the Boards do not timely comply with the request,

but only if and to the extent authorized thereto by a competent Dutch court in

accordance with the laws of the Netherlands.

General Meetings are held in Amsterdam, Haarlemmermeer (Schiphol Airport),

Arnhem, Maastricht, Rotterdam, Venlo or The Hague. The notice convening a

General Meeting must be given in such manner as shall be authorized by law

including, but not limited to, an announcement published by electronic means

no later than the forty-second day prior to the day of the General Meeting. The

notice will contain the agenda for the meeting or the notice is published along

with the agenda.

The agenda shall contain such subjects to be considered at the General

Meeting, as the persons convening or requesting the meeting shall decide.

Under Dutch law, holders of shares representing solely or jointly at least three

hundredth part of the issued share capital may request QIAGEN, not later than

on the sixtieth day prior to the day of the General Meeting, to include certain

subjects in the notice convening a meeting. No valid resolutions can be

adopted at a General Meeting in respect of subjects which are not mentioned

in the agenda.

Dutch corporate law sets a mandatory (participation and voting) record date for

Dutch listed companies fixed at the twenty-eighth day prior to the day of the

shareholders’ meeting. Shareholders registered at such record date are entitled

to attend and exercise their rights as shareholders at the General Meeting,

regardless of a sale of shares after the record date.

General Meetings are presided over by the Chairman of the Supervisory Board

or, in his absence, by any person nominated by the Supervisory Board.

At the General Meeting, each share shall confer the right to cast one vote,

unless otherwise provided by law or our Articles of Association. No votes may

be cast in respect of shares that we or our subsidiaries hold, or by

usufructuaries and pledgees. All shareholders and other persons entitled to vote

at General Meetings are entitled to attend General Meetings, to address the

meeting and to vote. They must notify the Managing Board in writing of their

intention to be present or represented not later than on the third day prior to the

day of the meeting, unless the Managing Board permits notification within a

shorter period of time prior to any such meeting. Subject to certain exceptions,

resolutions may be passed by a simple majority of the votes cast.

Except for resolutions to be adopted by the meeting of holders of Preference

Shares, our Articles of Association do not allow the adoption of shareholder

resolutions by written consent (or otherwise without holding a meeting).

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A resolution of the General Meeting to amend our Articles of Association,

dissolve QIAGEN, issue shares or grant rights to subscribe for shares or limit or

exclude any pre-emptive rights to which shareholders shall be entitled is valid

only if proposed to the General Meeting by the Supervisory Board.

Further, a resolution of the General Meeting to amend our Articles of

Association is only valid if the complete proposal has been made available for

inspection by the shareholders and the other persons entitled to attend General

Meetings at our offices as from the day of notice convening such meeting until

the end of the meeting. A resolution to amend our Articles of Association to

change the rights attached to the shares of a specific class requires the

approval of the relevant class meeting.

Resolutions of the General Meeting in a meeting that has not been convened by

the Managing Board and/or the Supervisory Board, or resolutions included on

the agenda for the meeting at the request of shareholders, will be valid only if

adopted with a majority of two-thirds of votes cast representing more than half

the issued share capital, unless our Articles of Association require a greater

majority or quorum.

A resolution of the General Meeting to approve a legal merger or the sale of all

or substantially all of our assets is valid only if adopted by a vote of at least

two-thirds of the issued share capital, unless proposed by the Supervisory

Board, in which case a simple majority of the votes cast shall be sufficient.

A shareholder shall, upon request, be provided, free of charge, with written

evidence of the contents of the share register with regard to the shares

registered in its name. Furthermore, any shareholder shall, upon written request,

have the right, during normal business hours, to inspect our share register and

a list of our shareholders and their addresses and shareholdings, and to make

copies or extracts therefrom. Such request must be directed to our Managing

Directors at our registered office in the Netherlands or at our principal place of

business. Financial records and other company documents (other than those

made public) are not available in this manner for shareholder review, but an

extract of the minutes of the General Meeting shall be made available.

According to Dutch law and our Articles of Association, certain resolutions of

the Managing Board regarding a significant change in the identity or nature of

us or our enterprise are subject to the approval of the General Meeting. The

following resolutions of the Managing Board require the approval of the

General Meeting in any event:

(1)the transfer of our enterprise, or practically our entire enterprise, to a third

party;

(2)the entry into or termination of a long-term cooperation by us or one of our

subsidiaries (dochtermaatschappijen) with another legal person or

partnership or as a fully liable general partner of a limited partnership or a

general partnership, if such cooperation or termination is of far-reaching

significance for us; and

(3)the acquisition or divestment by us or one of our subsidiaries

(dochtermaatschappijen) of a participating interest in the capital of a

company with a value of at least one-third of the sum of our assets

according to our consolidated balance sheet and explanatory notes in our

last adopted annual accounts.

No Derivative Actions; Right to Request Independent Inquiry

Dutch law does not afford shareholders the right to institute actions on behalf of

us or in our interest. Shareholders, acting alone or together, holding at least

one-tenth of our issued capital, or shares representing an aggregate nominal

value of EUR 225,000, may inform the Managing Board and the Supervisory

Board of their objections as to our policy or the course of our affairs and, within

a reasonable time thereafter, may request the Enterprise Chamber of the Court

of Appeal in Amsterdam to order an inquiry into the policy and the course of

our affairs by independent investigators. If such an inquiry is ordered and the

investigators conclude that there has been mismanagement, the shareholders

can request the Enterprise Chamber to order certain measures such as a

suspension or annulment of resolutions.

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Dissolution and Liquidation

The General Meeting may resolve to dissolve QIAGEN upon the proposal of

the Supervisory Board. If QIAGEN is dissolved, the liquidation shall be carried

out by the person designated for that purpose by the General Meeting, under

the supervision of the Supervisory Board. The General Meeting shall, upon the

proposal of the Supervisory Board, determine the remuneration payable to the

liquidators and to the person responsible for supervising the liquidation.

During the liquidation process, the provisions of our Articles of Association will

remain applicable to the extent possible.

In the event of our dissolution and liquidation, the assets remaining after

payment of all debts and liquidation expenses will be distributed among

registered holders of Common Shares in proportion to the nominal value of

their Common Shares, subject to liquidation preference rights of holders of

Preference Shares and Financing Preference Shares, if any.

Restrictions on Transfer of Preference Shares

The Supervisory Board, upon application in writing, must approve each transfer

of Preference Shares. If approval is refused, the Supervisory Board will

designate prospective purchasers willing and able to purchase the shares,

otherwise, the transfer will be deemed approved.

Limitations in our Articles of Association on Rights to Own

Securities

Other than with respect to usufructuaries and pledgees who have no voting

rights, our Articles of Association do not impose limitations on rights to own our

securities including the rights of non-resident or foreign shareholders to hold or

exercise voting rights on the securities imposed by foreign law or by the charter

or other constituent document of the Company or state.

Provisions which May Defer or Prevent a Change in Control

The Option Agreement and our Articles of Association could, under certain

circumstances, prevent a third party from obtaining a majority of the voting

control of our shares by issuing Preference Shares. Under the Option

Agreement, SPAQ could acquire Preference Shares subject to the provisions

referred to under "Preference Shares."

If SPAQ acquires the Preference Shares, the bidder may withdraw its bid or

enter into negotiations with the Managing Board and/or Supervisory Board

and agree on a higher bid price for our shares.

Shareholders who obtain control of a company are obliged to make a

mandatory offer to all other shareholders. The threshold for a mandatory offer is

set at the ability to exercise 30% of the voting rights at the general meeting of

shareholders in a Dutch public limited company (naamloze vennootschap)

whose securities are admitted to trading on a regulated market in the EU, such

as QIAGEN.

Ownership Threshold Requiring Disclosure

Our Articles of Association do not provide an ownership threshold above which

ownership must be disclosed. However, there are statutory requirements to

disclose share ownership above certain thresholds under Dutch law. See

“Obligation of Shareholders to Disclose Major Holdings.”

Obligation of Shareholders to Disclose Major Holdings

Holders of our shares or rights to acquire shares (which include options and

convertible bonds - see also below) may be subject to notification obligations

under the Dutch Financial Markets Supervision Act (FMSA or Wet op het

financieel toezicht).

Pursuant to the FMSA, any person who, directly or indirectly, acquires or

disposes of an interest (including a potential interest, such as options and

convertible bonds) in our issued share capital or voting rights must notify the

Netherlands Authority for the Financial Markets (AFM) without delay, if as a

result of such acquisition or disposal, the percentage of capital interest or voting

rights held by such person in QIAGEN reaches, exceeds or falls below any of

the following thresholds: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%,

60%, 75% and 95%. The notifications should be made electronically through

the notification system of the AFM.

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A notification requirement also applies if a person's capital interest or voting

rights reaches, exceeds or falls below the above-mentioned thresholds as a

result of a change in our total issued share capital or voting rights. Such

notification has to be made no later than the fourth trading day after the AFM

has published our notification as described below.

Under the FMSA, we are required to notify the AFM without delay of the

changes to our total issued share capital or voting rights if our issued share

capital or voting rights changes by 1% or more since our previous notification.

We must furthermore quarterly notify the AFM within eight days after the end of

the relevant quarter, in the event our issued share capital or voting rights

changed by less than 1% in that relevant quarter since our previous notification.

Furthermore, each person who is or ought to be aware that, as a result of the

exchange of certain financial instruments, such as options for shares, his actual

capital or voting interest in QIAGEN, reaches, exceeds or falls below any of

the following thresholds: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%,

60%, 75% and 95%, vis-à-vis his most recent notification to the AFM, must give

notice to the AFM no later than the fourth trading day after he became or ought

to be aware of this change.

Controlled entities, within the meaning of the FMSA, do not have notification

obligations under the FMSA, as their direct and indirect interests are attributed

to their (ultimate) parent. Any person may qualify as a parent for purposes of

the FMSA, including an individual. A person who has a 3% or larger interest in

our share capital or voting rights and who ceases to be a controlled entity for

these purposes must notify the AFM without delay. As of the date of that

notification, all notification obligations under the FMSA will become applicable

to that entity.

For the purpose of calculating the percentage of capital interest or voting rights,

the following interests must, inter alia, be taken into account: (i) our shares or

voting rights on our shares directly held (or acquired or disposed of) by a

person, (ii) our shares or voting rights on our shares held (or acquired or

disposed of) by such person's controlled entity, or by a third party for such

person's account or by a third party with whom such person has concluded an

oral or written voting agreement (including a discretionary power of attorney),

and (iii) our shares or voting rights on our shares which such person, or any

subsidiary or third party referred to above, may acquire pursuant to any option

or other right held by such person (or acquired or disposed of, including, but

not limited to, on the basis of convertible bonds). Special rules apply with

respect to the attribution of our shares or voting rights on our shares which are

part of the property of a partnership or other community of property. A holder

of a pledge or right of usufruct (vruchtgebruik) in respect of our shares can also

be subject to the notification obligations of the FMSA, if such person has, or

can acquire, the right to vote on our shares or, in the case of depository

receipts, our underlying shares. The acquisition of (conditional) voting rights by

a pledgee or usufructuary may also trigger the notification obligations as if the

pledgee or beneficial owner were the legal holder of our shares or voting rights

on our shares. A holding in certain cash settled derivatives (such as cash settled

call options and total equity return swaps) referencing to our shares should also

be taken into account for the purpose of calculating the percentage of capital

interest.

Gross short positions in our shares must also be notified to the AFM. For these

gross short positions, the same thresholds apply for notifying an actual or

potential interest in our issued share capital and/or voting rights as referred to

above, and without any set-off against long positions.

In addition, pursuant to Regulation (EU) No 236/2012, each person holding a

net short position amounting to 0.2% of our issued share capital is required to

report such position to the AFM. Each subsequent increase of this position by

0.1% above 0.2% will also need to be reported. Each net short position equal

to 0.5% of our issued share capital, and any subsequent increase of that

position by 0.1%, will be made public via the AFM short selling register. To

calculate whether a natural person or legal person has a net short position,

their short positions and long positions must be set-off. A short transaction in a

share can only be contracted if a reasonable case can be made that the shares

sold can actually be delivered, which requires confirmation of a third party that

the shares have been located.

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Articles of Association

The AFM does not issue separate public announcements of the above

notifications. However, it does keep a public register of all notifications made

pursuant to the above disclosure obligations under the FMSA on its website

www.afm.nl. Third parties can request to be notified automatically by e-mail

of changes to the public register in relation to a particular company’s shares or

a particular notifying party.

Non-compliance with the notification obligations under the FMSA may lead to

criminal fines, administrative fines, imprisonment or other sanctions. In addition,

non-compliance with the shareholding disclosure obligations under the FMSA

may lead to civil sanctions, including suspension of the voting rights relating to

our shares held by the offender for a period of not more than three years and a

prohibition applicable to the offender to acquire any of our shares or voting

rights on our shares for a period of up to five years.

Management Notifications

Pursuant to the FMSA, each Managing Director and each Supervisory Director

must notify the AFM: (a) within two weeks after his or her appointment of the

number of our shares or rights to acquire shares he or she holds and the

number of votes he or she is entitled to cast in respect to our issued share

capital, and (b) subsequently, each change in the number or our shares or

rights to acquire shares such member holds and of each change in the number

of votes he or she is entitled to cast in respect of our issued share capital,

immediately after the relevant change. If a Managing Director or Supervisory

Director has notified the AFM of a change in shareholding under the FMSA as

described above under “Obligation of Shareholders to Disclose Major

Holdings,” such notification is sufficient for the purposes as described in this

paragraph.

Furthermore, pursuant to European Union Regulation (EU) No 596/2014 (the

Market Abuse Regulation) and the regulations promulgated thereunder, any

Managing Director and Supervisory Director, as well as any other person

discharging managerial responsibilities in respect of QIAGEN who has regular

access to inside information relating directly or indirectly to QIAGEN and the

power to take managerial decisions affecting future developments and business

prospects of QIAGEN, must notify the AFM and QIAGEN by means of a

standard form of any transactions conducted for his or her own account relating

to the shares or debt instruments of QIAGEN or to derivatives or other financial

instruments linked thereto.

In addition, pursuant to the Market Abuse Regulation, certain persons who are

closely associated with Managing Directors and Supervisory Directors or any of

the other persons as described above, are required to notify the AFM and

QIAGEN of any transactions conducted for their own account relating to the

shares or debt instruments of QIAGEN or to derivatives or other financial

instruments linked thereto. The Market Abuse Regulation covers, inter alia, the

following categories of persons: (i) the spouse or any partner considered by

national law as equivalent to the spouse; (ii) dependent children; (iii) other

relatives who have shared the same household for at least one year at the

relevant transaction date; and (iv) any legal person, trust or partnership whose,

among other things, managerial responsibilities are discharged by a person

referred to under (i) to (iii) above or by the relevant Managing Directors and

Supervisory Directors or other person discharging the managerial

responsibilities in respect of QIAGEN as described above.

The notifications pursuant to the Market Abuse Regulation described above

must be made to the AFM no later than the third business day following the

relevant transaction date. Under certain circumstances, these notifications may

be postponed until all transactions within a calendar year have reached a total

amount of €5,000 (calculated without netting). Any subsequent transaction must

be notified as set forth above. If a Managing Director or Supervisory Director

has notified a change in the number of our shares or options to acquire shares

the member holds or a change in the number of votes he or she is entitled to

cast to the AFM under the FMSA as described in the first paragraph above,

such notification - but only to the extent there is an overlap with the notification

obligations under the Market Abuse Regulation - is sufficient for the purposes of

the Market Abuse Regulation as described in this paragraph.

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Principal Accountant Fees and Services

Audit Committee Pre-Approval Policies and Procedures

For the year ended December 31, 2025, our independent registered public

accounting firm is EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft,

Cologne, Germany, Auditor Firm ID: 1251.

For the year ended December 31, 2024, our independent registered public

accounting firm was KPMG AG Wirtschaftsprüfungsgesellschaft, Düsseldorf,

Germany, Auditor Firm ID: 1021.

The Audit Committee has adopted a policy that requires the pre-approval of all

services performed for us by our independent registered public accounting firm.

Additionally, the Audit Committee has delegated to the Audit Committee Chair

full authority to approve any management request for pre-approval, provided

the Chair presents any approval given at its next scheduled meeting. All audit-

related services, tax services and other services rendered by our independent

registered public accounting firm or their affiliates were pre-approved by the

Audit Committee and are compatible with maintaining the auditor’s

independence.

Set forth below are the total fees billed (or expected to be billed), on a

consolidated basis, by the independent registered public accounting firm or

their affiliates for providing audit and other professional services in each of the

last two years:


(in millions)	2025	2024

Audit fees	$3.0	$2.9
Audit-related fees	0.2	0.6
Tax fees	0.1	0.1
All other fees	—	—
Total	$3.3	$3.6

Audit fees consist of fees and expenses billed for the annual audit and quarterly

review of QIAGEN’s consolidated financial statements. They also include fees

billed for other audit services, which are those services that only the auditor can

provide, and include the review of documents filed with the U.S. Securities and

Exchange Commission.

Audit-related fees consist of fees and expenses for services that are related to

the performance of the audit or review of QIAGEN’s financial statements and

are not reported under audit fees. These fees primarily relate to providing

assurance on sustainability reporting and consultations concerning financial

accounting of capital market transactions and reporting standards.

Tax fees include fees and expenses billed for tax compliance, tax planning and

tax advice services.

All other fees include fees and expenses billed for services, other than those

described above, as approved by the Audit Committee and as permitted by the

Sarbanes-Oxley Act of 2002.

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Taxation

The following is a general summary of certain material United States federal

income tax consequences to holders of our Common Shares who are “U.S.

Holders” (as such term is defined below) and certain material Netherlands tax

consequences to holders of our Common Shares who are “non-resident

Shareholders” or “Shareholders” (as each term is defined below). This summary

does not discuss every aspect of such taxation that may be relevant to such

holders. Therefore, all prospective purchasers of our Common Shares described

above are advised to consult their own tax advisors with respect to the United

States federal, state and local tax consequences, as well as the Netherlands tax

consequences, of the ownership of our Common Shares.

The statements of the Netherlands and United States tax laws set out below are

based on the laws in force as of the date of this Annual Report on Form 20-F

and, as a consequence, are subject to any changes in United States or the

Netherlands law, or in the taxation conventions concluded by the United States

and the Netherlands, occurring after such date. Tax considerations associated

with currently enacted laws which are not in force as of this date have not been

addressed in this description.

Netherlands Tax Considerations

The following describes the material tax consequences of an investment in our

Common Shares under Netherlands law. Such description is based on current

understanding of Netherlands' tax law currently in force as interpreted under

officially published case law and in published policy, and it is limited to the tax

implications for an owner of our Common Shares who is not, or is not deemed

to be, a resident of the Netherlands for purposes of the relevant tax laws (a

“non-resident Shareholder” or “Shareholder”).

Dividend Withholding Tax

General

Upon distribution of dividends, we are obligated to withhold 15% dividend tax

at source and to pay the amount withheld to the Netherlands taxing authorities.

The term “dividends” means income from shares or other rights participating in

profits as well as income from other corporate rights that are subjected to the

same taxation treatment as income from shares by the laws of the Netherlands.

Dividends include dividends in cash or in kind, constructive dividends, certain

repayments of capital qualified as dividends, interest on loans that are treated

as equity instruments for Netherlands corporate income tax purposes and

liquidation proceeds in excess of, for Netherlands tax purposes, recognized

paid-in capital. Stock dividends are also subject to dividend withholding tax,

unless derived from our paid-in share premium that is recognized as equity for

Netherlands tax purposes.

No dividend withholding tax should apply on the proceeds resulting from the

sale or disposition of our Common Shares to persons other than QIAGEN and

our affiliates. A disposition of our Common Shares to QIAGEN or to our

affiliates should, in general, be subject to dividend withholding tax.

A domestic exemption from the Netherlands dividend withholding tax may

apply when dividends are paid to a corporate Shareholder that owns 5% or

more of the nominal paid-up share capital and qualifies as a beneficial owner

and is solely resident in an EU/EEA Member State or in a country with which

the Netherlands has concluded a tax convention that includes a dividend

article. This general exemption does not apply to abusive structures. A structure

is deemed abusive if a corporate Shareholder owns our Common Shares with

the main purpose, or one of the main purposes, to avoid tax for another

individual or entity and the structure is considered artificial (i.e., not put into

place for valid commercial reasons that reflect economic reality). This domestic

exemption may under conditions further not apply in case of hybrid

mismatches.

A corporate Shareholder may also be eligible for relief of the Netherlands

dividend withholding tax under Netherlands' tax law or under a tax convention

that is in force between the country of residence of the Shareholder and the

Netherlands.

Specific for U.S. Shareholders

The regular 15% dividend withholding tax is withheld by us on dividends we

pay to a resident of the United States. For a corporate U.S. Shareholder that

cannot benefit from the Dutch domestic exemption (as explained above),

withholding tax on dividends may still be reduced to 5% or 0% if the recipient

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Taxation

is entitled to benefits under the Tax Convention between the Netherlands and

the United States (the Convention) and the relevant specific conditions are met.

Dividends we pay to U.S. pension funds and U.S. tax-exempt organizations

may be eligible for an exemption from dividend withholding tax under the

Convention.

Dividend Stripping

A refund, reduction, exemption or credit of the Netherlands dividend

withholding tax on the basis of the Netherlands' tax law, or on the basis of a

tax convention between the Netherlands and another state, will only be granted

if the dividends are paid to the beneficial owner (uiteindelijk gerechtigde) of the

dividends. A recipient of a dividend is amongst others not considered to be the

beneficial owner of a dividend in an event of “dividend stripping.” In general

terms, “dividend stripping” can be described as the situation in which a foreign

or domestic person (usually, but not necessarily, the original shareholder) has

transferred, in return for a consideration, its shares or its entitlement to the

dividend distributions to a party that has a more favorable right to a refund or

reduction of the Netherlands dividend withholding tax than the foreign or

domestic person. In these situations, the foreign or domestic person (usually the

original shareholder) avoids the Netherlands dividend withholding tax while

retaining an interest in the shares and the dividend distributions, by transferring

its shares or its entitlement to the dividend distributions in exchange for a

consideration.

Income Tax and Corporate Income Tax

General

A non-resident Shareholder will not be subject to Netherlands income tax or

corporate income tax with respect to dividends we distribute on our Common

Shares, or with respect to capital gains derived from the sale or disposition of

our Common Shares, provided that:

a.the non-resident Shareholder does not carry on, or have an interest in, a

business in the Netherlands through a permanent establishment or a

permanent representative to which or to whom the Common Shares are

attributable or deemed to be attributable;

b.the non-resident Shareholder does not have a direct or indirect substantial or

deemed substantial interest (aanmerkelijk belang, as defined in the

Netherlands' tax law) in our share capital or, in the case of an individual,

such a substantial interest, such interest is a “business asset,” or, in the case

of a corporate Shareholder, the arrangement or a series of arrangements are

not put in place with the main purpose, or one of the main purposes, to

avoid Netherlands income tax for another person or cannot be considered

artificial. An arrangement, or series of arrangements, are considered

artificial to the extent they have not been put in place for valid commercial

reasons that reflect economic reality; and

c.the non-resident Shareholder is not entitled to a share in the profits of an

enterprise to which our Common Shares are attributable, and that is

effectively managed in the Netherlands, other than by way of securities or

through an employment contract.

In general terms, a substantial interest (aanmerkelijk belang) in our share

capital does not exist if the Shareholder (individuals as well as corporations),

alone or together with his partner, does not own, directly or indirectly, 5% or

more of the issued capital of (a class of) our shares; does not have the right to

acquire 5% or more of the issued capital of (a class of) our shares; and does

not have the right to share in our profit or liquidation revenue amounting to 5%

or more of the annual profits or liquidation revenue.

There is no all-encompassing definition of the term “business asset.” Whether

this determination can be made in general depends on the facts presented and,

in particular, on the activities performed by the Shareholder. If the Shareholder

materially conducts a business activity, while the key motive of his investment in

our Shares may not be his earnings out of the investment in our Shares but our

economic activity, an investment in our Shares will generally be deemed to

constitute a business asset, in particular if the Shareholder’s involvement in our

business will exceed regular monitoring of his investment in our Shares.

A non-resident Shareholder that holds a substantial interest in our share capital

may be eligible for an exemption or a reduction of Netherlands income tax or

corporate income tax under a tax convention.

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Taxation

Specific for U.S. Shareholders

U.S. Shareholders that do not own a substantial interest should not be subject to

Dutch Personal Income Tax or Dutch Corporate Income Tax (as explained

above). For U.S. Shareholders that do own a substantial interest, Dutch

Personal Income Tax or Dutch Corporate Income Tax could be due. However,

U.S. Shareholders that are entitled to benefits of the Convention may be eligible

for tax relief.

Gift and Inheritance Tax

A gift or inheritance of our Common Shares from a non-resident Shareholder

should generally not be subject to a Netherlands gift and inheritance tax,

provided that the Shareholder is not considered a (deemed) resident of the

Netherlands. The Netherlands has concluded a tax convention with the United

States based on which double taxation on inheritances may be avoided if the

inheritance is subject to Netherlands and/or U.S. inheritance tax and the

deceased was a resident of either the Netherlands or the United States.

United States Federal Income Tax Considerations

The following summary describes certain U.S. federal income tax

considerations generally applicable to U.S. Holders (as defined below) of our

Common Shares. This summary deals only with our Common Shares held as

capital assets within the meaning of Section 1221 of the Internal Revenue Code

of 1986, as amended (the Code). This summary also does not address the tax

consequences that may be relevant to holders in special tax situations including,

without limitation, dealers in securities; traders that elect to use a mark-to-market

method of accounting; pass-through entities such as partnerships, S

corporations, disregarded entities for U.S. federal income tax purposes and

limited liability companies (and investors therein); holders that own our

Common Shares as part of a “straddle,” “hedge,” “conversion transaction,” or

other integrated investment; banks or other financial institutions; individual

retirement accounts and other tax-deferred accounts; insurance companies; tax-

exempt organizations; U.S. expatriates; holders whose functional currency is

not the U.S. dollar; holders subject to the alternative minimum tax; holders that

acquired our Common Shares in a compensatory transaction; holders subject to

special tax accounting rules as a result of any item of gross income with respect

to the Common Shares being taken into account in an applicable financial

statement; or holders that have owned or will (directly, indirectly or

constructively) own 10% or more of the total voting power or value of our

Common Shares.

This summary is based upon the Code, applicable U.S. Treasury regulations,

administrative pronouncements and judicial decisions, in each case as in effect

on the date hereof, all of which are subject to change (possibly with retroactive

effect). No ruling will be or has been requested from the Internal Revenue

Service (IRS) regarding the tax consequences described herein, and there can

be no assurance that the IRS will agree with the discussion set out below. This

summary does not address any consequences other than U.S. federal income

tax consequences (such as the estate and gift tax, the Medicare tax on net

investment income, state and local tax or non-U.S. tax). Except as specifically

set forth below, this summary does not discuss applicable tax reporting

requirements.

As used herein, the term “U.S. Holder” means a beneficial owner of our

Common Shares that is, for U.S. federal income tax purposes, (i) a citizen or

resident of the United States, (ii) a corporation or other entity taxable as a

corporation created in or organized under the laws of the United States or any

state thereof or therein or the District of Columbia, (iii) an estate, the income of

which is subject to U.S. federal income taxation regardless of its source, or

(iv) a trust (a) that is subject to the supervision of a court within the United States

and under the control of one or more United States persons as described in

Section 7701(a)(30) of the Code, or (b) that has a valid election in effect under

applicable U.S. Treasury regulations to be treated as a United States person.

If an entity or other arrangement classified as a partnership for U.S. federal

income tax purposes acquires our Common Shares, the tax treatment of a

partner in the partnership generally will depend upon the status of the partner

and the activities of the partnership. Partners of a partnership considering an

investment in our Common Shares should consult their tax advisors regarding

the U.S. federal income tax consequences of acquiring, owning and disposing

our Common Shares.

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Taxation

Taxation of Dividends

Subject to the discussion below under “Passive Foreign Investment Company

Status,” the sum of any cash plus the fair market value of any property that we

distribute (before reduction for Netherlands withholding tax) to a U.S. Holder

with respect to our Common Shares generally will be included in the U.S.

Holder’s gross income as a dividend, taxable as ordinary income from foreign

sources to the extent of our current or accumulated earnings and profits (as

determined for U.S. federal income tax purposes).

Dividends paid to a non-corporate U.S. Holder by a “qualified foreign

corporation” may be subject to a reduced rate of tax if certain conditions are

met, including the following: QIAGEN must not be classified as a "passive

foreign investment company" (PFIC) (discussed below), QIAGEN must be a

“qualified foreign corporation” (as defined below), the U.S. Holder must satisfy

a holding period requirement, and the distribution must not be treated to the

U.S. Holder as “investment income” for purposes of the investment interest

deduction rules. A “qualified foreign corporation” generally includes a foreign

corporation (other than a foreign corporation that is a PFIC with respect to the

relevant U.S. Holder for the taxable year in which the dividends are paid or for

the preceding taxable year) (i) whose Common Shares are readily tradable on

an established securities market in the United States, or (ii) which is eligible for

benefits under a comprehensive U.S. income tax treaty that includes an

exchange of information program and which the U.S. Treasury Department has

determined is satisfactory for these purposes. Our Common Shares are

expected to be readily tradable on the NYSE, an established securities market.

U.S. Holders should consult their own tax advisors regarding the availability of

the reduced tax rate on dividends in light of their particular circumstances.

Dividends on our Common Shares generally will not be eligible for the

dividends received deduction available to corporations in respect of dividends

received from other U.S. corporations.

Distributions in excess of our earnings and profits (as determined for U.S.

federal income tax purposes) will be treated as a non-taxable return of capital

to the extent of the U.S. Holder’s adjusted tax basis in our Common Shares and

thereafter as capital gain. However, we do not intend to calculate our earnings

and profits under U.S. federal income tax principles. Therefore, U.S. Holders

should expect that a distribution will generally be treated as a dividend even if

that distribution would otherwise be treated as a non-taxable return of capital or

as capital gain under the rules described above.

Foreign Tax Credit

Subject to the PFIC rules discussed below, a U.S. Holder that is subject to

Netherlands withholding tax with respect to dividends paid on the Common

Shares generally will be entitled, at the election of such U.S. Holder, to receive

either a deduction or a credit for such Netherlands withholding tax. Generally,

subject to the limitations described in the next paragraph, a credit will reduce a

U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis,

whereas a deduction will reduce a U.S. Holder’s income subject to U.S. federal

income tax. This election is made on a year-by-year basis and generally applies

to all foreign taxes paid (whether directly or through withholding) or accrued by

a U.S. Holder during a year.

Limitations apply to the foreign tax credit, including the general limitation that

the credit cannot exceed the proportionate share of a U.S. Holder’s U.S.

federal income tax liability (determined before application of the foreign tax

credit) that such U.S. Holder’s “foreign source” taxable income bears to such

U.S. Holder’s worldwide taxable income. In applying this limitation, a U.S.

Holder’s various items of income and deduction must be classified, under

complex rules, as either “foreign source” or “U.S. source” and the limitation is

calculated separately for each with respect to specific categories of income.

Generally, dividends paid by a foreign corporation should be treated as

foreign source for this purpose, and gains recognized on the sale of stock of a

foreign corporation by a U.S. Holder should generally be treated as U.S.

source for this purpose, except as otherwise provided in an applicable income

tax treaty or if an election is properly made under the Code. However, the

amount of a distribution with respect to the Common Shares that is treated as a

“dividend” may be lower for U.S. federal income tax purposes than it is for

Netherlands tax purposes, resulting in a reduced foreign tax credit allowance

to a U.S. Holder.

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Taxation

Each U.S. Holder should consult its own U.S. tax advisor regarding the foreign

tax credit rules.

Disposition of our Common Shares

Subject to the PFIC rules discussed below, upon the sale or other disposition of

our Common Shares, a U.S. Holder will recognize capital gain or loss for U.S.

federal income tax purposes equal to the difference between the amount

realized on the disposition of our Common Shares and the U.S. Holder’s

adjusted tax basis in our Common Shares. Such capital gain or loss generally

will be subject to U.S. federal income tax. In general, capital gains recognized

by a non-corporate U.S. Holder, including an individual, are subject to a lower

rate under current law if such U.S. Holder held shares for more than one year.

The deductibility of capital losses is subject to limitations. Any such gain or loss

generally will be treated as U.S. source income or loss for purposes of the

foreign tax credit. A U.S. Holder’s initial tax basis in Common Shares generally

will equal the cost of such shares.

Passive Foreign Investment Company Status

We may be classified as a PFIC for U.S. federal income tax purposes if certain

tests are met. We will be a PFIC with respect to a U.S. Holder if, for any

taxable year in which the U.S. Holder held our Common Shares, either (i) 75%

or more of our gross income for the taxable year is passive income; or (ii) the

average value of our assets (during the taxable year) which produce or are

held for the production of passive income is at least 50% of the average value

of all assets for such year. Passive income means, in general, dividends,

interest, royalties, rents (other than rents and royalties derived in the active

conduct of a trade or business and not derived from a related person), annuities

and gains from assets which would produce such income other than sales of

inventory. Passive assets for this purpose generally include assets held for the

production of passive income. Accordingly, passive assets generally include

any cash, cash equivalents and cash invested in short-term, interest-bearing

debt instruments or bank deposits that are readily convertible into cash. For the

purpose of the PFIC tests, if a foreign corporation owns at least 25% (by value)

of the stock of another corporation, the foreign corporation is treated as owning

its proportionate share of the assets of the other corporation and as if it had

received directly its proportionate share of the income of such other corporation

(the “look-through rule”). The effect of the look-through rule with respect to

QIAGEN and our ownership of our subsidiaries is that, for purposes of the

income and assets tests described above, we will be treated as owning our

proportionate share of the assets of our subsidiaries and of earning our

proportionate share of each of our subsidiary’s income, if any, so long as we

own, directly or indirectly, at least 25% of the value of the particular

subsidiary’s stock. Active business income of our subsidiaries will be treated as

our active business income, rather than as passive income. Based on our

income, assets and activities, we do not believe that we were a PFIC for our

taxable years ended December 31, 2023, December 31, 2024 and December

31, 2025 and do not expect to be a PFIC for the current taxable year. No

assurances can be made, however, that the IRS will not challenge this position

or that we will not subsequently become a PFIC. Following the close of any tax

year, we intend to promptly send a notice to all shareholders of record at any

time during such year, if we determine that we are a PFIC.

If we are considered a PFIC for any taxable year that a U.S. Holder holds our

Common Shares, any gain recognized by the U.S. Holder on a sale or other

disposition of our Common Shares would be allocated pro-rata over the U.S.

Holder’s holding period for our Common Shares. The amounts allocated to the

taxable year of the sale or other disposition, and to any year before we

became a PFIC, would be taxed as ordinary income. The amount allocated to

each other taxable year would be subject to tax at the highest rate in effect for

individuals or corporations, as appropriate, for that taxable year, and an

interest charge would be imposed with respect to any amount allocated to any

prior taxable year that we were a PFIC. Further, if we are a PFIC for any

taxable year, to the extent that any distribution received by a U.S. Holder on

our Common Shares exceeds 125% of the average of the annual distributions

on our Common Shares received during the preceding three years or the U.S.

Holder’s holding period, whichever is shorter, such excess amount would be

subject to taxation in the same manner as gain on the sale or other disposition

of Common Shares if we were a PFIC, described above. Certain elections may

be available that would result in alternative treatments (such as mark-to-market

treatment) of our Common Shares. If we are treated as a PFIC with respect to a

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Taxation

U.S. Holder for any taxable year, the U.S. Holder will be deemed to own

shares in any of our subsidiaries that also are PFICs. A timely election to treat

us as a qualified electing fund under the Code would result in an alternative

treatment. However, we do not intend to prepare or provide the information

that would enable U.S. Holders to make a qualified electing fund election. If we

are considered a PFIC, a U.S. Holder also will be subject to annual information

reporting requirements.

Prospective purchasers of our Common Shares are urged to consult their tax

advisors regarding the potential application of the PFIC rules to an investment in

the Common Shares.

Foreign Currency Issues

If dividends on our Common Shares are paid in euros, the amount of the

dividend distribution included in the income of a U.S. Holder will be the U.S.

dollar value of the payments made in euros, determined at a spot, euro/U.S.

dollar rate applicable to the date such dividend is includible in the income of

the U.S. Holder, regardless of whether the payment is in fact converted into

U.S. dollars. Generally, gain or loss (if any) resulting from currency exchange

fluctuations during the period from the date the dividend is paid to the date

such payment is converted into U.S. dollars will be treated as ordinary income

or loss.

Backup Withholding and Information Reporting

U.S. backup withholding and information reporting requirements generally

apply to payments made to non-corporate holders of Common Shares that are

paid within the United States or through certain U.S. related financial

intermediaries. Information reporting will apply to payments of dividends on,

and to proceeds from the disposition of, Common Shares by a paying agent

within the United States (or through certain U.S. related financial intermediaries)

to a U.S. Holder, other than U.S. Holders that are exempt from information

reporting and properly certify their exemption. A paying agent within the

United States (or through certain U.S. related financial intermediaries) will be

required to withhold at the applicable statutory rate, currently 24%, in respect

of any payments of dividends on, and the proceeds from the disposition of,

Common Shares to a U.S. Holder (other than U.S. Holders that are exempt from

backup withholding and properly certify their exemption) if the holder fails to

furnish its correct taxpayer identification number or otherwise fails to comply

with applicable backup withholding requirements. U.S. Holders who are

required to establish their exempt status generally must provide a properly

completed IRS Form W-9.

Backup withholding is not an additional tax. Amounts withheld as backup

withholding may be credited against a U.S. Holder’s U.S. federal income tax

liability. A U.S. Holder generally may obtain a refund of any amounts withheld

under the backup withholding rules that exceed such U.S. Holder’s income tax

liability by filing a refund claim with the IRS in a timely manner and furnishing

required information.

Foreign Financial Asset Reporting

Certain U.S. Holders who hold “specified foreign financial assets” (as defined

in Section 6038D of the Code), including stock of a non-U.S. corporation that is

not held in an account maintained by a U.S. “financial institution” (as defined

in Section 6038D of the Code), whose aggregate value exceeds $50,000 on

the last day of the taxable year or $75,000 at any time during the tax year,

may be required to attach to their tax returns for the year certain specified

information (on IRS Form 8938) (higher thresholds apply to married individuals

filing a joint return and certain individuals residing outside of the United States).

Persons who fail to timely furnish the required information may be subject to

substantial penalties. Additionally, in the event a U.S. Holder does not file such

a report, the statute of limitations on the assessment and collection of U.S.

federal income taxes of such U.S. Holder for the related tax year may not close

before such report is filed. U.S. Holders (including entities) should consult their

own tax advisors regarding their reporting obligations and the possible

application of such reporting obligations to the holding of Common Shares.

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Government Regulations

We are subject to a variety of laws and regulations in the European Union, the

United States and other countries. The level and scope of the regulation varies

depending on the country or defined economic region, but may include, among

other things, the research, development, testing, clinical trials, manufacture,

storage, recordkeeping, approval, labeling, promotion and commercial sales

and distribution of many of our products.

European Union Regulations

In the European Union, in vitro diagnostic medical devices (IVDs) had been

regulated under EU-Directive 98/79/EC (IVD Directive) and corresponding

national provisions. The IVD Directive required that medical devices meet the

essential requirements, including those relating to device safety and efficacy,

set out in an annex of the Directive. According to the IVD Directive, EU Member

States have presumed compliance with these essential requirements for devices

that are in conformity with the relevant national standards transposing the

harmonized standards, such as ISO 13485:2016, the quality system standard

for medical device manufacturers.

IVD medical devices, other than devices for performance evaluation, must bear

the CE marking of conformity when they are placed on the European market.

The CE mark is a declaration by the manufacturer that the product meets all the

appropriate provisions of the applicable legislation implementing the relevant

European Directive. As a general rule, the manufacturer must follow the EU

declaration of conformity procedure to obtain or apply a CE mark.

The IVD Directive has been replaced by the In Vitro Diagnostic Device

Regulation (IVDR) (EU) 2017/746 that was published in May 2017 and fully

implemented as of May 26, 2022. Unlike the IVD Directive, the IVDR has

binding legal force throughout every Member State. The major goal of the IVDR

was to standardize diagnostic procedures within the EU, increase reliability of

diagnostic analysis and enhance patient safety. Under the IVDR as enacted by

the European Commission (EC), IVDs are subject to additional legal

requirements. Among other things, the IVDR introduced a new risk-based

classification system and requirements for conformity assessments. Under

subsequent amendments of IVDR, IVDs already certified under the IVD Directive

by a Notified Body may remain on the market until December 31, 2027, and

IVDs certified under the IVD Directive without the involvement of a Notified

Body may be placed on the market up to December 31, 2027 (IVDR class D

IVDs), December 31, 2028 (IVDR class C IVDs) and December 31, 2029 (IVDR

class B and class A sterile IVDs). The deadline for IVDR Class A in vitro

diagnostic devices remained as May 26, 2022. The sell-off date was removed

in subsequent amendments to the IVDR. As a result, there is no longer a limit for

making available IVD products or putting into service IVD instruments that have

been placed on the market according to these dates. IVD instruments that were

placed on the market under the IVD Directive may remain indefinitely until

decommission, if properly maintained. Nonetheless, manufacturers of devices

certified under the IVD Directive without the involvement of a Notified Body

must comply with specific requirements in the IVDR according to the timelines

established, but ultimately, such products, as with all new IVDs, will have to

undergo the IVDR’s conformity assessment procedures. Under the IVD Directive

the majority of QIAGEN products were classified as non-listed Annex II devices

(i.e., self-certified without the involvement of a Notified Body), while under the

IVDR most of QIAGEN products will require the involvement of a Notified Body,

and those that are in the highest risk class (IVDR class D) will have to be tested

by a designated EU Reference Laboratory. In addition, the IVDR imposes

additional requirements relating to post-market surveillance and submission of

post-market performance follow-up reports.

The EC has designated thirteen (13) Notified Bodies to perform conformity

assessments under the IVDR, including QIAGEN’s Notified Bodies, TÜV

Rheinland LGA Products GmbH (NB0197) and BSI Group The Netherlands B.V.

(NB 2797). MedTech Europe has issued guidance relating to the IVDR in

several areas, e.g., clinical benefit, technical documentation, state of art,

accessories, and EUDAMED. In December 2023, the European Commission

adopted Implementing Regulation (EU) 2023/2713 designating five EU

Reference Laboratories covering the following types of high risk, class D IVDs:

hepatitis and retroviruses; herpesviruses; bacterial agents; respiratory viruses

that cause life-threatening diseases. The designated EU Reference Laboratories

are responsible for verifying performance of IVDs in accordance with common

specifications, batch testing of IVDR class D IVDs, collaborating with Notified

Bodies to develop best practices for IVD conformity assessments, and providing

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scientific and technical assistance on the implementation of the IVDR. Most

recently, on December 6, 2025, the European Commission released a proposal

to amend the IVDR with the goal of simplifying the applicable rules, reducing

the administrative burden on manufacturers, and enhancing the predictability

and cost-effectiveness of the certification procedure while maintaining a high

level of public health protections for EU patients and consumers.

IVDR defines an In-House Device (IHD) as a device that is manufactured and

used only within a Health Institution established in the Union and that meets all

conditions set in Article 5(5) of such regulation. QIAGEN cannot design,

manufacture or use IHDs. However, Health Institutions can lawfully use

QIAGEN's products, such as those for non-clinical applications, IVDs, enzymes,

or oligos, to create their own IHD workflows according to Article 5(5)

requirements.

Some products manufactured by QIAGEN are intended for non-clinical use.

These may include products intended for use in discovering and developing

medical knowledge related to human disease and conditions and products for

molecular research, genotyping, forensic and human identity testing, food and

animal feed safety and quality testing, cancer research, microbiological

research and animal pathogen research. These products do not have medical

purpose and thus they are not considered medical devices under the scope of

the IVDR.

A subset of products intended for non-clinical use are those that are sold for

research purposes in the European Union territory and are therefore labeled

“For Research Use Only” (RUO). Other products intended for non-clinical use,

are referred by QIAGEN to as “for molecular biology applications” or more

recently directly as “for non-clinical applications” (mainly instruments).

QIAGEN acknowledges that products intended for non-clinical use can be

lawfully used by Health Institutions to develop IHDs in accordance with Article

5(5) of the IVDR. QIAGEN does not promote any of its products for non-clinical

applications for use in IHDs or assist in the development of such IHDs for IVD

purposes. Nonetheless, QIAGEN may participate in creating a workflow for

non-clinical applications. The Laboratory, at its sole discretion and

responsibility, may later decide to transition this into an IHD workflow,

adhering to the restrictions outlined in Article 5(5) of the IVDR.

The General Data Protection Regulation (GDPR) of the European Union,

imposes restrictions on the transfer, access, use, and disclosure of health and

other personal information. We have implemented the requirements set forth by

the GDPR, which took effect on May 25, 2018. GDPR and other EU data

privacy and security laws impact our business either directly or indirectly. Our

failure to comply with applicable privacy or security laws or significant changes

in these laws could significantly impact our business and future business plans.

For example, we may be subject to regulatory action, fines, or lawsuits in the

event we fail to comply with applicable privacy laws. We may face significant

liability in the event any of the personal information we maintain is lost or

otherwise subject to misuse or other wrongful use, access or disclosure.

Recent publication of the Cyber Resilience Act in the European Official Journal

(20/11/2024) imposes significant cyber security requirements on QIAGEN

products that are not regulated as medical devices (i.e., for non-clinical

applications). Most provisions, such as CE marking and compliance with cyber

security requirements, will become applicable 36 months later (i.e: December

2027). However, reporting requirements will take effect 21 months after the

entry into force (i.e: September 2026).

The Artificial Intelligence (AI) Act (Regulation (EU) 2024/1689 laying down

harmonized rules on artificial intelligence) provides AI developers and

deployers with clear requirements and obligations regarding specific uses of AI.

The EU AI Act was published in the EU Official Journal on July 12, 2024, and

is the first comprehensive horizontal legal framework for the regulation of AI

across the EU. The EU AI Act entered into force on August 1, 2024, and will be

effective from August 2, 2026. QIAGEN devices implementing AI will be

subject to this regulation.

United Kingdom

The U.K.’s withdrawal from the EU has major ramifications for IVD

manufacturers. Among other things, companies now have to follow new

procedures that apply in the U.K., including appointment of a U.K. Responsible

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Person rather than relying on European Authorized Representatives, to manage

their compliance efforts in the U.K.

The U.K. Medicine and Healthcare Products Regulatory Agency (MHRA) issued

guidance on how the country will regulate IVDs after January 1, 2021.

According to MHRA, IVDs will require certification in the U.K., which is defined

as England, Scotland and Wales, while companies will still be able to sell tests

in Northern Ireland under existing EU IVD regulations. Under subsequent

amendments to MHRA guidance, MHRA will continue to recognize CE marks

for IVDs certified under the IVD Directive until the earlier of June 30, 2030 or

the expiration of the certificate and for IVDs certified under the IVDR until June

30, 2030. Companies must register with the MHRA before placing IVDs on the

U.K. market. To continue marketing CE marked IVDs in the U.K. once the

designated MHRA recognition period has lapsed, companies selling in the U.K.

will have to obtain a new marking authorization, called a U.K. Conformity

Assessed mark (UKCA), for each IVD product.

United States

In the United States, IVDs are subject to regulation by the FDA as medical

devices to the extent that they are intended for use in the diagnosis, treatment,

mitigation or prevention of disease or other conditions.

Certain types of tests, like some that QIAGEN manufactures and sells in the

United States for non-clinical applications, including those classified for

research use only (RUO), are not subject to the FDA’s premarket review and

controls because QIAGEN does not promote these tests for IVD applications.

Other tests, known as laboratory developed tests (LDTs), which are IVDs that

are designed, manufactured and used within a single, CLIA-certified, clinical

laboratory that meets applicable requirements to perform high-complexity

testing, were historically subject to enforcement discretion and not actively

regulated by the FDA. However, as LDTs have increased in complexity, the FDA

took a risk-based approach to their regulation, while Congress also signaled

interest in clarifying the regulatory landscape for LDTs as stakeholders across

the spectrum expressed a need for regulatory certainty and clear operating

guidelines. Following several years of inaction by Congress on this issue, in

May 2025 the FDA issued a final rule to regulate LDTs under the medical

device framework and to phase out the longstanding enforcement discretion

policy; the final rule became effective on July 5, 2024 and was expected to

begin entering into force against non-exempt “LDT manufacturers” in May

2025.

Following issuance of the LDT final rule, the American Clinical Laboratory

Association (ACLA) and one of its members, as well as the Association for

Molecular Pathology (AMP) and one of its members, filed complaints against

the FDA in the Eastern District of Texas and the Southern District of Texas,

respectively. Both complaints alleged that the agency did not have authority to

promulgate the LDT final rule and sought to vacate the FDA’s action; the two

cases were subsequently consolidated into a single action. On March 31,

2025, the US District Court for the Eastern District of Texas vacated the final

rule in its entirety and remanded the matter to the FDA, holding that the rule

exceeded the agency’s authority under the Federal Food, Drug, and Cosmetic

Act. The agency did not appeal the district court’s decision. As a result, the

phase-in deadlines established by the rule are no longer operative, and in

September 2025 the FDA implemented the court’s vacatur of the final rule with

a formal public notice.

The ACLA vs. FDA court’s decision removes the regulatory burden that the final

rule would have imposed on clinical laboratories had it been upheld. However,

uncertainty remains regarding the future of federal oversight in this area, as

Congress could enact new legislation establishing a statutory framework for

regulating all IVDs, including LDTs. Affected stakeholders continue to press for a

comprehensive legislative solution to create a harmonized paradigm for

oversight of LDTs by both the FDA and CMS.

QIAGEN cannot design, manufacture or use LDTs. However, laboratories can

lawfully use QIAGEN's products, such as those for non-clinical applications,

IVDs, enzymes, or oligos, to create their own LDT workflows.

Medical devices, including IVDs, are classified into one of three classes

depending on the controls deemed by the FDA to be necessary to reasonably

assure their safety and effectiveness. Class I devices are generally exempt from

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premarket review and are subject to general controls, including adherence to

the FDA’s Quality System Regulation (QSR), which describes device-specific

current good manufacturing practices and was recently replaced with the

Quality Management System Regulation (QMSR), described below, as well as

regulations requiring facility registration and product listing, reporting of

adverse medical events, and appropriate, truthful and non-misleading labeling,

advertising and promotional materials. Class II devices are generally subject to

premarket notification (or 510(k) clearance), general controls and special

controls, including performance standards, post-market surveillance, patient

registries or FDA guidance documents describing device-specific special

controls. Class III devices are subject to most of the previously identified

requirements as well as to premarket approval (PMA). The payment of a user

fee, which is typically adjusted annually, to the FDA is usually required upon

filing a premarket submission (e.g., premarket notification, premarket approval

application, or De Novo classification request) for FDA review.

On January 31, 2024, the FDA issued a final rule amending the device current

good manufacturing practice (CGMP) requirements of the QSR under 21 CFR

820 to align more closely with the international consensus standard for Quality

Management Systems for medical devices (ISO 13485:2016) used by many

other global regulatory authorities. The QMSR final rule took effect on February

2, 2026, two years after publication. The QMSR incorporates ISO

13485:2016 by reference and maintains certain FDA requirements from the

QSR related to record keeping and medical device reporting. As QIAGEN’s

QMS is already certified to ISO 13485:2016, the change will have minimal

impact; QIAGEN has completed a gap analysis and is progressing towards

implementation of identified actions.

510(k) Premarket Notification

A 510(k) premarket notification requires the sponsor to demonstrate that a

medical device is substantially equivalent to another device, termed a

“predicate device,” that is legally marketed in the United States and is not

subject to premarket approval. A device is substantially equivalent to a

predicate device if its intended use(s), performance, safety and technological

characteristics are similar to those of the predicate; or has a similar intended

use but different technological characteristics, where the information submitted

to the FDA does not raise new questions of safety and effectiveness and

demonstrates that the device is at least as safe and effective as the legally

marketed device.

If the FDA determines that the device (1) is not substantially equivalent to a

predicate device, (2) has a new intended use compared to the identified

predicate, (3) has different technological characteristics that raise different

questions of safety and effectiveness, or (4) has new indications for use or

technological characteristics and required performance data were not

provided, it will issue a “Not Substantially Equivalent” (NSE) determination. If

the FDA determines that the applicant’s device is substantially equivalent to the

identified predicate device(s), the agency will issue a 510(k) clearance letter

that authorizes commercial marketing of the device for one or more specific

indications for use.

De Novo Classification

If a previously unclassified new medical device does not qualify for the 510(k)

premarket notification process because no predicate device to which it is

substantially equivalent can be identified, the device is automatically classified

into Class III. However, if such a device would be considered low or moderate

risk (in other words, it does not rise to the level of requiring the approval of a

PMA), it may be eligible for the De Novo classification process. The De Novo

classification process allows a device developer to request that the novel

medical device be reclassified as either a Class I or Class II device, rather than

having it regulated as a high risk Class III device subject to the PMA

requirements. If the manufacturer seeks reclassification into Class II, the

classification request must include a draft proposal for special controls that are

necessary to provide a reasonable assurance of the safety and effectiveness of

the medical device.

Premarket Approval

The PMA process is more complex, costly and time consuming than either the

510(k) process or the De Novo classification process. A PMA must be

supported by more detailed and comprehensive scientific evidence, including

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Government Regulations

clinical data, to demonstrate the safety and efficacy of the medical device for its

intended purpose. A clinical trial involving a “significant risk” device may not

begin until the sponsor submits an investigational device exemption (IDE)

application to the FDA and obtains approval to begin the trial.

After the PMA is submitted, the FDA has 45 days to make a threshold

determination that the PMA is sufficiently complete to permit a substantive

review. If the PMA is complete, the FDA will file the PMA and begin the

substantive review process. The FDA is subject to a performance goal review

time for a PMA that is 180 days from the date of filing, although in practice this

review time is longer. Questions from the FDA, requests for additional data and

referrals to advisory committees may delay the process considerably. The total

process may take several years and there is no guarantee that the PMA will

ever be approved. Even if approved, the FDA may limit the indications for

which the device may be marketed. The FDA may also request additional

clinical data as a condition of approval or after the PMA is approved. Any

changes to the medical device may require a supplemental PMA to be

submitted and approved before the modified device may be marketed.

Any products manufactured and sold by us pursuant to FDA clearances or

approvals will be subject to pervasive and continuing regulation by the FDA,

including quality system requirements, record-keeping requirements, reporting

of adverse experiences with the use of the device and restrictions on the

advertising and promotion of our products. Device manufacturers are required

to register their establishments and list their devices with the FDA and are

subject to periodic inspections by the FDA and certain state agencies.

Noncompliance with applicable FDA requirements can result in, among other

things, warning letters, fines, injunctions, civil penalties, recalls or seizures of

products, total or partial suspension of production, refusal of the FDA to grant

for new devices, withdrawal of existing marketing authorizations and criminal

prosecution.

Regulation of Companion Diagnostic Devices

If a sponsor or the FDA believes that a diagnostic test is essential for the safe

and effective use of a corresponding therapeutic product, the sponsor of the

therapeutic product will typically work with a collaborator to develop an in vitro

companion diagnostic device. The FDA defines an IVD companion diagnostic

device as a device that provides information that is essential for the safe and

effective use of a corresponding therapeutic product.

The FDA has also introduced the concept of complementary diagnostics that are

distinct from companion diagnostics because they provide additional

information about how a drug is used or identify patients who are likely to

derive the greatest benefit from therapy without being required for the safe and

effective use of that drug. The FDA has not yet provided much guidance on the

regulation and use of complementary diagnostics, but several have been

approved.

The FDA applies a risk-based approach to determine the regulatory pathway

for IVD companion diagnostic devices, as it does with all medical devices. This

means that the regulatory pathway will depend on the level of risk to patients,

based on the intended use of the IVD companion diagnostic device and the

controls necessary to provide a reasonable assurance of safety and

effectiveness.

We expect that any IVD companion diagnostic device that we develop will

utilize the PMA pathway and that a clinical trial performed under an IDE will

have to be completed before the PMA may be submitted. On 25 November

2025, FDA formally proposed down-classifying nucleic acid-based test systems

for use with a corresponding approved oncology therapeutic product. When

finalized (expected in 2026), many QIAGEN companion-diagnostic devices

will be able to use the 510(k) or de Novo pathways instead of the PMA

pathway. Clinical studies will still be required, some requiring an IDE where the

risk level of the study is more than minimal.

The FDA expects that the therapeutic sponsor will address the need for an IVD

companion diagnostic device in its therapeutic product development plan and

that, in most cases, the therapeutic product and its corresponding IVD

companion diagnostic device will be developed contemporaneously. If the

companion diagnostic test will be used to make critical treatment decisions such

as patient selection, treatment assignment, or treatment arm, it will likely be

considered a significant risk device for which a clinical trial will be required.

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The sponsor of the IVD companion diagnostic device will be required to comply

with the FDA’s IDE requirements that apply to clinical trials of significant risk

devices. If the diagnostic test and the therapeutic drug are studied together to

support their respective approvals, the clinical trial must meet both the IDE and

IND requirements.

Products Intended for Non-clinical Use

Some products manufactured by QIAGEN are intended for non-clinical use.

These may include products intended for use in discovering and developing

medical knowledge related to human disease and conditions and products for

molecular research, genotyping, forensic and human identity testing, food and

animal feed safety and quality testing, cancer research, microbiological

research and animal pathogen research. They are not intended to produce

results for clinical use and are not themselves the object of the research. These

products do not have medical purpose and thus they are not considered

medical devices under FDA regulations.

A subset of products intended for non-clinical use are those that are sold for

research purposes and are therefore labeled “For Research Use Only” (RUO).

RUO refers to devices that are in the laboratory phase of development or are

intended only for non-clinical research purposes with goals other than the

development of a commercial IVD product, while investigational use only, or

IUO, refers to devices that are in the product testing phase of development.

These types of devices are exempt from most regulatory controls pursuant to

long-standing FDA guidance on RUO/IUO diagnostics (refer to “Distribution of

In Vitro Diagnostic Products Labeled for Research Use Only or Investigational

Use Only. Guidance for Industry and Food and Drug Administration Staff”,

issued November 25, 2013).

The other products intended for non-clinical use are referred to by QIAGEN as

“for molecular biology applications” or more recently directly as “for non-

clinical applications” (mainly instruments).

Because QIAGEN does not promote non-clinical use products for IVD purposes,

we believe that these products are exempt from the FDA’s premarket review

and other requirements. If the FDA were to disagree with our designation of

any of these products, we could be forced to stop selling the product until we

obtain appropriate regulatory clearance or approval.

Further, it is possible that some of our products intended for non-clinical use

may be lawfully used by some laboratories in their LDTs, which they may then

develop, validate and use for IVD purposes. QIAGEN does not promote any

products for non-clinical applications for use in LDTs or assist in the

development of such LDTs for IVD purposes.

HIPAA and Other Privacy and Security Laws

The Health Insurance Portability and Accountability Act of 1996 (HIPAA)

established comprehensive federal standards for the privacy and security of

health information. The HIPAA standards apply to health plans, healthcare

clearing houses, and healthcare providers that conduct certain healthcare

transactions electronically (Covered Entities), as well as individuals or entities

that perform services for them involving the use, or disclosure of, individually

identifiable health information or "protected health information" (PHI) under

HIPAA. Such service providers are called "Business Associates." Title II of

HIPAA, the Administrative Simplification Act, contains provisions that address

the privacy of health data, the security of health data, the standardization of

identifying numbers used in the healthcare system and the standardization of

certain healthcare transactions. The privacy regulations protect medical records

and other PHI by limiting their use and release, giving patients the right to

access their medical records and limiting most disclosures of health information

to the minimum amount necessary to accomplish an intended purpose. The

HIPAA security standards require the adoption of administrative, physical, and

technical safeguards and the adoption of written security policies and

procedures to maintain the security of PHI.

Congress subsequently enacted Subtitle D of the Health Information Technology

for Economic and Clinical Health Act (HITECH) provisions of the American

Recovery and Reinvestment Act of 2009. HITECH expanded and strengthened

HIPAA, created new targets for enforcement, imposed new penalties for

noncompliance and established new breach notification requirements for

Covered Entities and Business Associates.

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Under HITECH's breach notification requirements, Covered Entities must report

breaches of PHI that has not been encrypted or otherwise secured. Required

breach notices must be made as soon as is reasonably practicable, but no later

than 60 days following discovery of the breach. Reports must be made to

affected individuals and to the Secretary and, in some cases depending on the

size of the breach, they must be reported through local and national media.

Breach reports can lead to investigation, enforcement and civil litigation,

including class action lawsuits.

Our Redwood City entity serves in some cases as a Business Associate to

customers who are subject to the HIPAA regulations. In this capacity, we

maintain an active compliance program that is designed to identify security

incidents and other issues in a timely fashion and enable us to remediate,

mitigate harm or report if required by law. We are subject to prosecution and/

or administrative enforcement and increased civil and criminal penalties for

non-compliance, including a four-tiered system of monetary penalties adopted

under HITECH. We are also subject to enforcement by state attorneys general

who were given authority to enforce HIPAA under HITECH. To avoid penalties

under the HITECH breach notification provisions, we must ensure that breaches

of PHI are promptly detected and reported within the Company, so that we can

make all required notifications on a timely basis. However, even if we make

required reports on a timely basis, we may still be subject to penalties for the

underlying breach.

California has also adopted the California Consumer Privacy Act of 2018, or

CCPA, which took effect on January 1, 2020 and became enforceable by the

state attorney general on July 1, 2020. The CCPA established a new privacy

framework for covered businesses by creating an expanded definition of

personal information, establishing new data privacy rights for consumers in the

State of California, imposing special rules on the collection of consumer data

from minors, and creating a new and potentially severe statutory damages

framework for violations of the CCPA and for businesses that fail to implement

reasonable security procedures and practices to prevent data breaches.

The regulations issued under the CCPA have been modified several times.

Additionally, the California Privacy Rights Act, or CPRA, was approved by

California voters in the November 2020 election. The CPRA imposes additional

data protection obligations on companies doing business in California,

including additional consumer rights processes, limitations on data uses, new

audit requirements for higher risk data, and opt outs for certain uses of sensitive

data. It also created a new California data protection agency authorized to

issue substantive regulations and could result in increased privacy and

information security enforcement. The majority of the provisions became

effective on January 1, 2023. There are also several federal privacy proposals

under consideration in Congress in 2026, and if passed, such laws may have

potentially conflicting requirements that would make compliance challenging.

Many states have also implemented genetic testing and privacy laws imposing

specific patient consent requirements and protecting test results by strictly

limiting the disclosure of those results. State requirements are particularly

stringent regarding predictive genetic tests, due to the risk of genetic

discrimination against healthy patients identified through testing as being at a

high risk for disease. We believe that we have taken the steps required of us to

comply with health information privacy and security statutes and regulations,

including genetic testing and genetic information privacy laws in all

jurisdictions, both state and federal. However, these laws constantly change,

and we may not be able to maintain compliance in all jurisdictions where we

do business. Failure to maintain compliance, or changes in state or federal laws

regarding privacy or security could result in civil and/or criminal penalties,

significant reputational damage and could have a material adverse effect on

our business.

Cyber Security and Artificial Intelligence

The FDA has recently published new guidances for industry to regulate

significant aspects of cyber security and artificial intelligence and more are

expected to come at the time of closing this report. QIAGEN is taking measures

to update either standalone software or software driving IVD instruments to fulfill

the most recent requirements.

Additionally, we are subject to emerging regulations and guidelines with

respect to other activities, including operational use of artificial intelligence (AI)

tools. AI is increasingly shaping industries worldwide, including Life Sciences

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and healthcare. AI innovation introduces risks and challenges that could impact

our business in a variety of ways unrelated to FDA’s oversight of cyber devices.

Potential risks include breaches of confidentiality and privacy obligations,

noncompliance with emerging laws and regulations, threats to intellectual

property rights, including not only the leakage of our proprietary information

but also the risk that AI-generated outputs may infringe third-party intellectual

property rights, and the misuse of personally identifiable information or PHI. In

the United States, more than thirty states regulate AI or are considering

proposed legislation that would regulate AI and its use in healthcare, including

California, Texas, and Massachusetts. Generally, such regulations aim to

protect individuals such as consumers, employees, and/or job applicants from

bias, discrimination, and invasion of privacy and to promote transparency with

respect to use of AI by companies.

The U.S. Federal Trade Commission (FTC) also recently published guidance for

companies selling genetic testing products on securing DNA data and outlined

enforcement priorities, anticipating close monitoring of genetic testing

companies’ use of AI, including DNA algorithms. The FTC guidance instructs

companies to safeguard consumers from potential detrimental effects of AI

usage such as bias, invasion of privacy, and accuracy; notes that protection of

genetic data is FTC’s top priority; and reminds companies to prepare notices

regarding their collection, use, and disclosure of genetic information and to

consider affirmative express consent requirements.

U.S. Fraud and Abuse Laws and Other Healthcare Regulations

A variety of state and federal laws prohibit fraud and abuse involving state and

federal healthcare programs, as well as commercial insurers. These laws are

interpreted broadly and enforced aggressively by various federal and state

agencies, including the Centers for Medicare & Medicaid Services (CMS), the

Department of Justice (DOJ), and the Office of Inspector General for the U.S.

Department of Health and Human Services (OIG). The Company seeks to

conduct its business in compliance with all applicable federal and state laws.

State and federal fraud and abuse laws may be interpreted and applied

differently, and arrangements and business practices could be subject to

scrutiny under them by federal or state enforcement agencies. Sanctions for

violations of these laws could result in a wide range of penalties, including but

not limited to significant criminal sanctions and civil fines, among other

penalties.

The Anti-Kickback Statute

The federal Anti-Kickback Statute (AKS) is a criminal statute that prohibits, in

pertinent part, persons from knowingly and willfully soliciting, receiving,

offering or paying remuneration, directly or indirectly, in cash or in kind, in

exchange for or to induce a person:

•To refer an individual to a person for the furnishing or arranging for the

furnishing of any item or service for which payment may be made by federal

healthcare programs; or

•To purchase, lease, order, or arrange for or recommend purchasing, leasing,

or ordering, any good, facility, service, or item for which payment may be

made by a federal healthcare program.

A person or entity does not need to have actual knowledge of the AKS or

specific intent to violate it to have committed a violation. Recognizing that the

AKS is broad and potentially applies to innocuous or beneficial arrangements,

the OIG issued regulations, commonly known as “safe harbors,” which set forth

certain requirements that, if fully met, insulate a given arrangement or conduct

from prosecution under the AKS. The AKS also has statutory exceptions that

provide protection similar to that of safe harbors. If, however, an arrangement

does not meet every requirement of an exception or safe harbor, the

arrangement does not necessarily violate the AKS. A facts-and-circumstances

analysis is necessary to determine AKS compliance or lack thereof. Potential

statutory penalties for violating the AKS include imprisonment and criminal

fines. In addition, through application of other laws, conduct that violates the

AKS can give rise to civil monetary penalties and possible exclusion from

participation in Medicare, Medicaid, and other federal healthcare programs.

Claims including items or services resulting from a violation of the AKS also

constitute a false or fraudulent claim for purposes of the False Claims Act.

In addition to the federal AKS, many states have their own anti-kickback laws.

Often, these laws closely follow the language of the federal law, although they

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do not always have the same scope, exceptions, safe harbors or sanctions. In

some states, these anti-kickback laws apply to both state healthcare programs

and commercial insurers. The penalties for violating state anti-kickback

provisions can be severe, including criminal and civil penalties (including

penalties under the state false claims law), imprisonment, and exclusion from

state healthcare programs.

The False Claims Act

The federal False Claims Act (FCA) imposes civil liability on any person or

entity that, among other things, knowingly presents, or causes to be presented,

to the federal government, claims for payment that are false or fraudulent;

knowingly makes, uses, or causes to be made or used, a false statement or

record material to a false or fraudulent claim or obligation to pay or transmit

money or property to the federal government; or knowingly conceals or

knowingly and improperly avoids or decreases an obligation to pay money to

the federal government. The FCA also prohibits the knowing retention of

overpayments (sometimes referred to as “reverse false claims”).

In addition, the FCA permits a private individual acting as a

“whistleblower” (also referred to as a “relator”) to bring FCA actions on behalf

of the federal government under the statute’s qui tam provisions, and to share in

any monetary recovery. The federal government may elect or decline to

intervene in such matters, but if the government declines intervention, the

whistleblower may still proceed with the litigation on the government’s behalf.

Penalties for violating the FCA include payment of up to three times the actual

damages sustained by the government, plus substantial per-claim statutory

penalties, as well as possible exclusion from participation in federal healthcare

programs.

Various states have enacted similar laws modeled after the FCA that apply to

items and services reimbursed under Medicaid and other state healthcare

programs, and, in several states, such laws apply to claims submitted to any

payor, including commercial insurers.

There is also a federal criminal false claims statute that prohibits, in pertinent

part, the making or presentation of a false claim, knowing such claim to be

false, to any person or officer in the civil, military, or naval service or any

department or agency thereof. Potential penalties for violating this statute

include fines or imprisonment.

Healthcare Fraud and False Statements

The federal healthcare fraud statute criminalizes, in pertinent part, knowingly

and willfully defrauding a healthcare benefit program, which is defined to

include commercial insurers. A violation of this statute may result in fines,

imprisonment, or exclusion from participation in federal healthcare programs.

The federal criminal statute prohibiting false statements relating to healthcare

matters prohibits, in pertinent part, knowingly and willfully (i) falsifying,

concealing, or covering up a material fact, or (ii) making a materially false,

fictitious, or fraudulent statement or representation, or making or using any

materially false writing or document knowing that writing or document to

contain any materially false, fictitious, or fraudulent statements, in connection

with the delivery of or payment for healthcare benefits, items, or services. This

statute also applies to healthcare benefit programs. A violation of this statute

may result in fines or imprisonment.

Civil Monetary Penalties Law

The federal Civil Monetary Penalties Law (CMP Law) prohibits, among other

things, (1) the offering or transfer of remuneration to a beneficiary of Medicare

or a state healthcare program if the person knows or should know it is likely to

influence the beneficiary’s selection of a particular provider, practitioner, or

supplier of services reimbursable by Medicare or a state healthcare program,

unless an exception applies; (2) employing or contracting with an individual or

entity that the provider knows or should know is excluded from participation in

a federal healthcare program; (3) billing for services requested by an

unlicensed physician or an excluded provider; and (4) billing for medically

unnecessary services. The potential penalties for violating the CMP Law include

exclusion from participation in federal healthcare programs, substantial fines,

and payment of up to three times the amount billed, depending on the nature of

the offense.

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Government Regulations

Physician Payments Sunshine Act

The federal Physician Payments Sunshine Act (Sunshine Act) imposes reporting

requirements on manufacturers of certain devices, drugs, biologics, and

medical supplies for which payment is available under Medicare, Medicaid, or

the Children’s Health Insurance Program (CHIP), with certain exceptions.

Manufacturers to which the Sunshine Act applies must collect and report

annually certain data on certain payments and transfers of value by them (and

in some cases their distributors) to physicians, teaching hospitals, and certain

advanced non-physician healthcare practitioners, as well as ownership and

investment interests held by physicians and their immediate family members.

The reporting program (known as the Open Payments program) is administered

by CMS.

There are also an increasing number of state “sunshine” laws that require

manufacturers to provide reports to state governments on pricing and marketing

information. Several states have enacted legislation requiring manufacturers,

including medical device companies to, among other things, establish

marketing compliance programs, file periodic reports with the state, make

periodic public disclosures on sales and marketing activities, and to prohibit or

limit certain other sales and marketing practices.

Failure to comply with the Sunshine Act or state equivalents could result in civil

monetary penalties, among other sanctions, depending upon the nature of the

violation.

Foreign Corrupt Practices Act

Despite extensive procedures to ensure compliance, we may also be exposed

to liabilities under the U.S. Foreign Corrupt Practices Act (FCPA), which

generally prohibits companies and their intermediaries from making corrupt

payments to foreign officials for the purpose of obtaining or maintaining

business or otherwise obtaining favorable treatment, and requires companies to

maintain adequate record-keeping and internal accounting practices to

accurately reflect the transactions of the company. We are also subject to a

number of other laws and regulations relating to money laundering,

international money transfers and electronic fund transfers. These laws apply to

companies, individual directors, officers, employees and agents.

Environment, Health and Safety

We are subject to laws and regulations related to the protection of the

environment, the health and safety of our employees and the handling,

transportation and disposal of medical specimens, infectious and hazardous

waste and radioactive materials. For example, the U.S. Occupational Safety

and Health Administration (OSHA) has established extensive requirements

relating specifically to workplace safety for healthcare employers in the United

States. This includes requirements to develop and implement multi-faceted

programs to protect workers from exposure to blood-borne pathogens, such as

HIV and hepatitis B and C, including preventing or minimizing any exposure

through needle stick injuries. For purposes of transportation, some biological

materials and laboratory supplies are classified as hazardous materials and are

subject to regulation by one or more of the following agencies: the U.S.

Department of Transportation, the U.S. Public Health Service, the U.S. Postal

Service and the International Air Transport Association. The U.S. Environmental

Protection Agency (EPA) has also promulgated regulations setting forth

importation, labelling, and registration requirements, among others, which may

apply to certain products and/or establishments of the company.

Rest of the World Regulation

In addition to regulations in the United States and the EU, we are subject to a

variety of regulations governing clinical studies and commercial sales and

distribution of molecular testing instruments, consumables and digital solutions

in other jurisdictions around the world. These laws and regulations typically

require the licensing of manufacturing facilities, as well as controlled research,

testing and governmental authorization of product candidates. Additionally,

they may require adherence to good manufacturing, clinical and laboratory

practices.

We must obtain marketing authorization from regulatory authorities in all

countries where we distribute our products. The requirements governing the

conduct of product authorization, pricing and reimbursement vary greatly from

country to country. If we fail to comply with applicable regulatory requirements,

we may be subject to, among other things, fines, suspension or withdrawal of

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regulatory authorizations, product recalls, seizure of products, operating

restrictions, or criminal prosecution.

Reimbursement

United States

In the United States, payments for diagnostic tests come from several sources,

including commercial insurers (which might include health maintenance

organizations and preferred provider organizations); government healthcare

programs (such as Medicare or Medicaid); and, in many cases, the patients

themselves. For many years, federal and state governments in the United States

have pursued methods to reduce the cost of healthcare delivery. For example,

in 2010, the United States enacted major healthcare reform legislation known

as the Patient Protection and Affordable Care Act (ACA). Such changes have

had, and are expected to continue to have, an impact on our business.

In addition, in August 2011, the Budget Control Act of 2011, among other

things, created measures for spending reductions by Congress. A Joint Select

Committee on Deficit Reduction, tasked with recommending a targeted deficit

reduction of at least $1.2 trillion for the years 2013 through 2021, was unable

to reach required goals, thereby triggering the legislation’s automatic reduction

to several government programs. This includes aggregate reductions of

Medicare payments to providers up to 2% per fiscal year, and, due to

subsequent legislative amendments, will remain in effect through 2032 unless

additional Congressional action is taken.

We frequently identify value propositions on our products and communicate

them to payors, providers, and patient stakeholders and attempt to positively

impact coverage, coding and payment pathways. However, we have no direct

control over payor decisions with respect to coverage and payment levels for

our products. The manner and level of reimbursement may depend on the site

of care, the procedure(s) performed, the final patient diagnosis, the device(s)

and/or drug(s) utilized, the available budget, or a combination of these factors,

and coverage and payment levels are determined at each payor’s discretion.

Changes in reimbursement levels or methods may positively or negatively affect

sales of our products in any given country for any given product. At QIAGEN,

we work with several specialized reimbursement consulting companies and

maintain regular contact with payors.

As government programs seek to expand healthcare coverage for their citizens,

they have at the same time sought to control costs by limiting the amount of

reimbursement they will pay for particular procedures, products or services.

Many third-party payors have developed payment and delivery mechanisms to

support cost control efforts and to focus on paying for quality. Such mechanisms

include payment reductions, pay-for-performance metrics, quality-based

performance payments, restrictive coverage policies, studies to compare

effectiveness and patient outcomes, and technology assessments. These

changes have increased emphasis on the delivery of more cost-effective and

quality-driven healthcare.

Code Assignment

In the United States, a third-party payor's decisions regarding coverage and

payment are impacted, in large part, by the specific Current Procedural

Terminology (CPT) code used to identify a test. The American Medical

Association (AMA) publishes the CPT, which identifies codes, along with

descriptions, for reporting medical services and procedures. The purpose of the

CPT is to provide a uniform language that accurately describes medical,

surgical, and diagnostic services and thereby to ensure reliable nationwide

communication among healthcare providers, patients, and third-party payors.

CMS uses its own Healthcare Common Procedure Coding System (HCPCS)

codes for medical billing and reimbursement purposes. Level I HCPCS codes

are comprised of current CPT codes, while Level II HCPCS codes primarily

represent non-physician services and Level III HCPCS codes are local codes

developed by Medicaid agencies, Medicare contractors and commercial

insurers. Proprietary Laboratory Analyses (PLA) Codes are an addition to the

CPT® code set approved by the AMA CPT® Editorial Panel. They are alpha-

numeric CPT codes with a corresponding descriptor for laboratories or

manufacturers that want to more specifically identify their test.

A manufacturer of in vitro diagnostic kits or a provider of laboratory services

may request establishment of a Category I CPT code for a new product or a

PLA Code or both. In addition, Z-Code identifiers are unique five-character

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alphanumeric codes associated with a specific molecular diagnostic test. When

a claim is submitted to a payor for molecular diagnostic testing, it includes the

associated CPT code and, if required, the applicable Z-Code identifier.

Assignment of a specific CPT code can facilitate but does not guarantee routine

processing and payment for a diagnostic test by both commercial insurers and

government payors.

The AMA has specific procedures for establishing a new CPT code and, if

appropriate, for modifying existing nomenclature to incorporate a new test into

an existing code. If the AMA concludes that a new code or modification of

nomenclature is unnecessary, the AMA will inform the requestor how to use one

or more existing codes to report the test.

While the AMA's decision is pending, billing and collection may be sought

under an existing, non-specific CPT code (among other existing CPT codes). A

manufacturer or provider may also decide not to request assignment of a CPT

code and instead use an existing, non-specific (or other) CPT code (or codes)

for reimbursement purposes. However, use of non-specific codes may result in

more frequent denials and/or requests for supporting clinical documentation

from the third-party payor and in lower reimbursement rates, which may vary

based on geographical location.

CMS reimbursement rates for clinical diagnostic tests are defined by CPT and

HCPCS codes in the Clinical Laboratory Fee Schedule (CLFS). In 2012, the

AMA added 127 new CPT codes for molecular pathology services that became

effective on January 1, 2013. These new CPT codes are biomarker specific and

were designed to replace the previous methodology of billing for molecular

pathology testing, which involved “stacking” a series of non-biomarker-specific

CPT codes together to describe the testing performed. CMS issued final national

reimbursement amounts for the new CPT codes in November 2013. These

federal reimbursement amounts are widely acknowledged to be lower than the

reimbursement obtained by the now outdated “stacking” method, but

commercial insurers and Medicare contractors are still in the process of

solidifying their coverage and reimbursement policies for the testing described

by these new CPT codes.

As of January 1, 2018, in accordance with the Protecting Access to Medicare

Act of 2014 (PAMA), applicable laboratories are required to report to CMS

commercial insurer payment rates and volumes for their tests. CMS uses the

data reported and the HCPCS code associated with the test to calculate a

weighted median payment rate for each test, which is used to establish revised

Medicare CLFS reimbursement rates for certain clinical diagnostic laboratory

tests (CDLTs), subject to certain phase-in limits. For a CDLT that is assigned a

new or substantially revised CPT code, the initial payment rate is assigned

using the gap-fill methodology.

If the test at issue falls into the category of new advanced diagnostic laboratory

test (ADLT) instead of CDLT, the test will be paid based on an actual list charge

for an initial period of three quarters, before being shifted to the weighted

median commercial insurer rate reported by the laboratory performing the

ADLT. Laboratories offering ADLTs are subject to recoupment if the actual list

charge exceeds the weighted median private payor rate by a certain amount.

Since December 2019, Congress has passed a series of laws to modify

PAMA’s statutory requirements related to the data reporting period and phase-

in of payment reductions under the CLFS for CDLTs that are not ADLTs. Most

recently, the Consolidated Appropriations Act of 2026 (Pub. L. 119-75,

enacted February 3, 2026) further delayed the reporting requirement as well as

the application of the 15 percent phase-in reduction. Under these statutory

provisions, the next data reporting period for CDLTs that are not ADLTs will be

May 1, 2026 through July 31, 2026, and will be based on the most recent

data collection period of January 1, 2025 through June 30, 2025. After this

data reporting period, the three-year data reporting cycle for these tests will

resume (e.g., 2029, 2032, etc.).

This same series of laws passed since December 2019 also modified the phase-

in of payment reductions resulting from private payor rate implementation so

that a 0.0 percent reduction limit was applied for calendar years 2021 through

2026, as compared to the payment amounts for a test the preceding year. The

Consolidated Appropriations Act of 2026 further applied a 0.0 reduction limit

for calendar year 2026. As a result, payment may not be reduced by more

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Government Regulations

than 15 percent per year for calendar years 2027, 2028, and 2029, as

compared to the payment amount established for a test the prior year.

CMS’s methodology under PAMA (as well as the willingness of commercial

insurers to recognize the value of diagnostic testing and pay for that testing

accordingly) renders commercial insurer payment levels even more significant.

This calculation methodology has resulted in significant reductions in

reimbursement, even though CMS imposed caps on those reductions. Given the

many uncertainties built into PAMA’s price-setting process, it is difficult to

predict how payments made by CMS under the CLFS may change from year to

year.

Coverage Decisions

When deciding whether to cover a particular diagnostic test, third-party payors

generally consider whether the test is a medically necessary and, if so, whether

the test will directly impact clinical decision making. For coverage, the testing

method should be considered scientifically valid to identify the specific gene

biomarker or gene mutation, and must have been demonstrated to improve

clinical outcomes for the patient’s condition. Coverage of a drug therapy and

its companion diagnostic for cancer treatment indications may be validated by

a NCCN category 1, 2A or 2B recommendation. However, most third-party

payors do not cover experimental services. Coverage determinations are often

influenced by current standards of practice and clinical data, particularly at the

local level. CMS has the authority to make coverage determinations on a

national basis, but most Medicare coverage decisions are made at the local

level by contractors that administer the Medicare program in specified

geographic areas. Commercial insurers and government payors have separate

processes for making coverage determinations, and commercial insurers may or

may not follow Medicare's coverage decisions. If a third-party payor has a

coverage determination in place for a particular diagnostic test, billing for that

test must comply with the established policy. Otherwise, the third-party payor

makes reimbursement decisions on a case-by-case basis.

Payment

Payment for covered diagnostic tests is determined based on various

methodologies, including prospective payment systems and fee schedules. In

addition, commercial insurers may negotiate contractual rates with participating

providers, establish fee schedule rates, or set rates as a percentage of the billed

charge. Diagnostic tests furnished to Medicare inpatients generally are included

in the bundled payment made to the hospital under Medicare's Inpatient

Prospective Payment System, utilizing Diagnosis Related Groups (DRGs)

depending on the patient’s condition. Payment rates for diagnostic tests

furnished to Medicare beneficiaries in outpatient settings are the lesser of the

amount billed, the local fee for a geographic area, or a national limit. Each

year, the fee schedule is updated for inflation and could be modified by

Congress in accordance with the CLFS rules and provisions. Medicaid

programs generally pay for diagnostic tests based on a fee schedule, but

reimbursement varies by geographic region.

European Union

In the European Union, the reimbursement mechanisms used by private and

public health insurers vary by country. For the public systems, reimbursement is

determined by guidelines established by the legislator or responsible national

authority. As elsewhere, inclusion in reimbursement catalogues focuses on the

medical usefulness, need, quality and economic benefits to patients and the

healthcare system. Acceptance for reimbursement comes with cost, use and

often volume restrictions which, again, can vary by country.

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Exchange Controls

There are currently no limitations, either under the laws of the Netherlands or in

our Articles of Association, to the rights of shareholders from outside the

Netherlands to hold or vote Common Shares. Under current foreign exchange

regulations in the Netherlands, there are no material limitations on the amount

of cash payments that we may remit to residents of foreign countries.

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Documents on Display

Documents referred to in this Annual Report may be inspected at our principal

executive office located at Hulsterweg 82, 5912 PL Venlo, The Netherlands.

We file reports, including annual reports on Form 20-F, furnish periodic reports

on Form 6-K and other information with the SEC, pursuant to the rules and

regulations of the SEC that apply to foreign private issuers. The SEC maintains

an Internet site at www.sec.gov that contains reports, proxy and information

statements, and other information regarding issuers that file electronically with

the SEC, from which the public may obtain any materials the Company files

with the SEC. The address of the SEC’s website is provided solely for

information purposes and is not intended to be an active link.

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Controls and Procedures

Disclosure Controls and Procedures

Our Managing Directors, with the assistance of other members of management,

performed an evaluation of the effectiveness of the design and operation of our

disclosure controls and procedures, as that term is defined in Rules 13a-15(e)

and 15d-15(e) of the Securities Exchange Act of 1934, as amended, within 90

days of the date of this Annual Report. Based on that evaluation, they

concluded that, as of December 31, 2025, our disclosure controls and

procedures were effective to ensure that information required to be disclosed by

us in the reports that we file or submit under the Exchange Act: (1) is recorded,

processed, summarized and reported within the time periods specified in the

SEC’s rules and forms, and (2) is accumulated and communicated to our

management, including our Managing Directors, as appropriate to allow timely

decisions regarding required disclosure.

There are inherent limitations to the effectiveness of any system of disclosure

controls and procedures, no matter how well designed, such as the possibility

of human error and the circumvention or overriding of the controls and

procedures. Therefore, even those systems determined to be effective may not

prevent or detect misstatements and can provide only reasonable assurance of

achieving their control objectives. In addition, any determination of

effectiveness of controls is not a projection of any effectiveness of those controls

to future periods, as those controls may become inadequate because of

changes in conditions or that the degree of compliance with the policies or

procedures may deteriorate.

Report of Management on Internal Control over Financial

Reporting

Our management is responsible for establishing and maintaining adequate

internal control over financial reporting as defined in Rules 13a-15(f) and

15d-15(f) under the Securities Exchange Act of 1934, as amended. The

Company’s system of internal controls over financial reporting is designed to

provide reasonable assurance regarding the reliability of financial reporting

and the preparation of the consolidated financial statements in accordance with

generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may

not prevent or detect misstatements and, even when determined to be effective,

can provide only reasonable assurance with respect to financial statement

preparation and presentation. Projections of any evaluation of effectiveness to

future periods are subject to the risk that controls may become inadequate

because of changes in conditions or that the degree of compliance with the

policies or procedures may deteriorate.

Our management assessed the effectiveness of the Company’s internal control

over financial reporting as of December 31, 2025. In making this assessment,

management used the criteria set forth in 2013 by the Committee of Sponsoring

Organizations of the Treadway Commission (COSO) in the Internal Control-

Integrated Framework.

Based on our assessment under the COSO Internal Control-Integrated

Framework, management believes that, as of December 31, 2025, our internal

control over financial reporting is effective. Management’s assessment of and

conclusion on the effectiveness of internal control over financial reporting did

not include the internal controls of Parse Biosciences, Inc. which is included in

the 2025 consolidated financial statements of QIAGEN N.V. and Subsidiaries

and constituted 4.59% of total assets as of December 31, 2025 and 0.33% of

revenues for the year then ended. Securities and Exchange Commission

guidelines permit companies to exclude acquisitions from their assessment of

internal control over financial reporting during the first year following an

acquisition.

Attestation Report of the Independent Registered Public

Accounting Firm

EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, the independent

registered public accounting firm that audited our consolidated financial

statements prepared in accordance with U.S. generally accepted accounting

principles (GAAP) as of and for the year ended December 31, 2025, has also

audited the effectiveness of the Company's internal control over financial

reporting as of December 31, 2025. Its reports are included in this Annual

Report on Form 20-F beginning on page 91.

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Controls and Procedures

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting

during 2025 that has materially affected, or is reasonably likely to materially

affect, our internal control over financial reporting.

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Disclosure pursuant to Section 219 of the Iran

Threat Reduction & Syria Human Rights Act (ITRA)

QIAGEN is a global leader in Sample to Insight solutions that transform

biological samples into valuable molecular insights. QIAGEN GmbH, our

subsidiary located in Hilden, Germany, has conducted limited business with

certain Iranian and Syrian entities consisting of sales for our consumables and

instrumentation products. In 2025, sales to Iran totaled $1.2 million, or

approximately 0.06% of our consolidated net sales, and were primarily for

consumables labelled for use in diagnostic testing for tuberculosis

(QuantiFERON tests) and the detection of amniotic fluid (AmniSure ROM test).

These transactions were processed through two distributors and under general

license by the Office of Foreign Assets Control (OFAC) for Medicine and

Medical Devices and in compliance with German and European Union customs

regulations and do not include any products that are “dual-use” products or

products requiring special clearance from the German customs authorities.

U.S. affiliates, or foreign affiliates controlled by U.S. affiliates, are not involved

in these sales activities, and we have not knowingly conducted a transaction or

dealt with a person or entity subject to specific U.S. economic sanctions. We

are continuously evaluating such activities in light of the evolving regulatory

environment.

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Reference Table Form 20-F


Item	Form 20-F Caption	Section	Location in this Document	Page

Part I
Item 1.	Identity of Directors, Senior Management and Advisers		Not applicable.
Item 2.	Offer Statistics and Expected Timetable		Not applicable.
Item 3.	Key Information
	A. [Reserved]
	B. Capitalization and Indebtedness		Not applicable.
	C. Reasons for the Offer and Use of Proceeds		Not applicable.
	D. Risk Factors	MR	Risk Factors	27
Item 4.	Information on the Company
	A. History and Development of the Company	MR	Business and Operating Environment	6
	B. Business Overview	MR	Conflict Minerals	6
		MR	Strategy, Business Model and Value Chain	7
		APP	Government Regulations	203
	C. Organizational Structure	MR	Company Overview	6
		EX	List of Subsidiaries	225
	D. Property, Plants and Equipment	MR	Description of Property	22
Item 4A.	Unresolved Staff Comments		Not applicable.
Item 5.	Operating and Financial Review and Prospects
	A. Operating Results	MR	Operating Results	43
	B. Liquidity and Capital Resources	MR	Liquidity and Capital Resources	48
	C. Research and Development, Patents and Licenses, etc.	MR	Research and Development	19
		MR	Intellectual Property, Proprietary Rights and Licenses	20

QIAGEN N.V. | Financial Report 2025

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Reference Table Form 20-F


Item	Form 20-F Caption	Section	Location in this Document	Page

		MR	Research and Development	46
Item 5.	D. Trend Information	MR	Operating Results	43
	E. Critical Accounting Estimates	MR	Critical Accounting Estimates	53
Item 6.	Directors, Senior Management and Employees
	A. Directors and Senior Management	CG	Supervisory Board Members	68
		MR	Managing Board	64
	B. Compensation	CG	Compensation of Managing Board Members and Supervisory Directors	85
	C. Board Practices	CG	Managing Board	64
			Supervisory Board	66
	D. Employees	MR	Employees	23
	E. Share Ownership	CG	Share Ownership	89
	F. Disclosure of a registrant’s action to recover erroneously awarded compensation		Not applicable.
Item 7.	Major Shareholders and Related Party Transactions
	A. Major Shareholders	CG	Major Shareholders	75
	B. Related Party Transactions	FS	Note 24. Related Party Transactions	182
	C. Interests of Experts and Counsel		Not applicable.
Item 8.	Financial Information
	A. Consolidated Statements and Other Financial Information	FS	Consolidated Financial Statements	90
		MR	Policy on Dividend Distribution	53
		MR	Legal Proceedings	48
	B. Significant Changes		Other than the information set forth herein, there have been no significant changes since December 31, 2025.
Item 9.	The Offer and Listing
	A. Offer and Listing Details	QS	QIAGEN Shares	57
	B. Plan of Distribution		Not applicable.
	C. Markets	QS	QIAGEN Shares	57

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Reference Table Form 20-F


Item	Form 20-F Caption	Section	Location in this Document	Page

	D. Selling Shareholders		Not applicable.
	E. Dilution		Not applicable.
	F. Expenses of the Issue		Not applicable.
Item 10.	Additional Information
	A. Share Capital		Not applicable.
	B. Memorandum and Articles of Association	APP	Memorandum and Articles of Association	184
	C. Material Contracts		Not applicable.
	D. Exchange Controls	APP	Exchange Controls	216
	E. Taxation	APP	Taxation	197
	F. Dividends and Paying Agents		Not applicable.
	G. Statement by Experts		Not applicable.
	H. Documents on Display	APP	Documents on Display	217
	I. Subsidiary Information		Not applicable.
	J. Annual Report to Security Holders		We will submit our Annual Report to our security holders when required in response to the requirements of Form 6-K, in electronic format in accordance with the EDGAR Filer Manual.
Item 11.	Quantitative and Qualitative Disclosures about Market Risk	MR	Quantitative and Qualitative Disclosures about Market Risk	51
Item 12.	Description of Securities Other than Equity Securities		Not applicable.

Part II
Item 13.	Defaults, Dividend Arrearages and Delinquencies		Not applicable.
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds		Not applicable.
Item 15.	Controls and Procedures	APP	Controls and Procedures	218
Item 16.	[Reserved]
Item 16A.	Audit Committee Financial Expert	CG	Audit Committee	69
Item 16B.	Code of Ethics	CG	Corporate Code of Conduct and Ethics and Whistleblower Policy	81
Item 16C.	Principal Accountant Fees and Services	APP	Principal Accountant Fees and Services	196

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Page 224

Reference Table Form 20-F

Item

Form 20-F Caption

Section

Location in this Document

Page

Item 16D.

Exemptions from the Listing Standards for Audit Committees

Not applicable.

Item 16E.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Not applicable.

Item 16F.

Change in Registrant’s Certifying Accountant

Not applicable.

Item 16G.

Corporate Governance

NYSE Exemptions

Item 16H.

Mine Safety Disclosure

Not applicable.

Item 16I.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Item 16J.

Insider Trading Policies

Insider Trading Policy

Item 16K.

Cybersecurity

Cyber Security

Part III

Item 17.

Financial Statements

See Item 18.

Item 18.

Financial Statements

Consolidated Financial Statements

Item 19.

Exhibits

Exhibit Index

225

This document includes references to certain information contained on QIAGEN's website. The information contained on QIAGEN's website is not incorporated by reference and does not form part of this document.

Section abbreviations:

APP

Appendices

Corporate Governance

Exhibit Index

Financial Statements

Management Report

QIAGEN Shares

QIAGEN N.V. | Financial Report 2025

Page 225

Exhibit Index


Exhibit No.	Description		Incorporated by reference
Exhibit No.	Description	Filed herewith	Form	Exhibit	Filing date

1.1	Articles of Association as confirmed by notarial deed as of January 7, 2026 (English translation)	*
2.1	Schuldscheindarlehensvertrag Form of Loan Agreement dated as of June 19, 2017		20-F	2.11	March 6, 2018
2.2	Global Bearer Bond Representing Convertible Bonds due 2027 dated as of December 17, 2020		20-F	2.12	March 5, 2021
2.3	Purchase Agent Agreement dated as of December 10, 2020		20-F	2.13	March 5, 2021
2.4	Subscription Agreement dated as of December 10, 2020		20-F	2.14	March 5, 2021
2.5	Schuldscheindarlehensvertrag Form of Loan Agreement dated as of July 13, 2022		20-F	2.13	March 13, 2023
2.6	Namensschuldverschreibungen Agreement dated as of August 16, 2022		20-F	2.14	March 13, 2023
2.7	Global Bearer Bond Representing Convertible Bonds due 2031 dated as of September 5, 2024		20-F	2.7	March 31, 2025
2.8	Purchase Agent Agreement dated as of September 4, 2024		20-F	2.8	March 31, 2025
2.9	Subscription Agreement dated as of September 3, 2024		20-F	2.9	March 31, 2025
2.10	Description of Securities		20-F	2.12	March 2, 2020
2.11	Global Bearer Bond Representing Convertible Bonds due 2032 as of September 4, 2025	*
2.12	Purchase Agent Agreement dated as of August 29,2025	*
2.13	Subscription Agreement dated as of August 28, 2025	*
4.1	QIAGEN N.V. 2014 Stock Plan		S-8	99.1	April 2, 2015
4.2	QIAGEN N.V. 2023 Stock Plan		S-8	99.1	May 30, 2024
8.1	List of Subsidiaries	*
11.1	QIAGEN N.V. Insider Trading Policy		20-F	11.1	March 11, 2024
12.1	Certification under Section 302; Thierry Bernard, Managing Director and Chief Executive Officer	*
12.2	Certification under Section 302; Roland Sackers, Managing Director and Chief Financial Officer	*
13.1	Certifications under Section 906; Thierry Bernard, Managing Director and Chief Executive Officer and Roland Sackers, Managing Director and Chief Financial Officer	*
15.1	Consent of Independent Registered Public Accounting Firm	*
15.2	Consent of Independent Registered Public Accounting Firm	*
97.1	QIAGEN N.V. Clawback Policy		20-F	97.1	March 11, 2024
101	Inline XBRL Interactive Data File	*
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)	*

QIAGEN N.V. | Financial Report 2025

Page 226

Signatures

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and

authorized the undersigned to sign this annual report on its behalf.


		QIAGEN N.V.
Dated:	March 19, 2026
		By:	/s/ Thierry Bernard
			Thierry Bernard, Chief Executive Officer

			/s/ Roland Sackers
			Roland Sackers, Chief Financial Officer

Selected molecular diagnostics products

Sample technologies

Assay technologies

Instruments

Bioinformatics

For extraction from:
•Tissue
•Blood
•Swabs, other

Indication areas
•Oncology
•Immune modulation
•Infectious diseases Technologies:
QuantiFERON, Polymerase Chain Reaction
(PCR), Next-generation sequencing (NGS)

•QIAstat-Dx
•QIAsymphony RGQ
•QIAcube Connect MDx
•EZ2 Connect MDx
•QIAstat Rise

QIAGEN Clinical Insight (QCI)
•Hereditary diseases
•Somatic and germline cancers
•Other diseases