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STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWashington, D.C. 20549\n\nFORM 20-F\n\n☐\n\nREGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934\n\nor\n\n☒\n\nANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025\n\nor\n\n☐\n\nTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from           to            \n\nor\n\n☐\n\nSHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report\n\nCommission File Number 001-38332\n\nQIAGEN N.V.\n\n(Exact name of Registrant as specified in its charter)\n\nn/a\n\n(Translation of Registrant’s name in English)\n\nThe Netherlands\n\n(Jurisdiction of incorporation or organization)\n\nHulsterweg 82\n\n5912 PL Venlo\n\nThe Netherlands\n\n011-31-77-355-6600\n\n(Address of principal executive offices)\n\n_____________________________________________\n\nRoland Sackers, Tel: 011-31-77-355-6600, Fax: 011-31-77-355-6658\n\nQIAGEN N.V., Hulsterweg 82, 5912 PL Venlo, The Netherlands\n\n(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)\n\n_____________________________________________\n\n Securities registered or to be registered pursuant to Section 12(b) of the Act:\n\nTitle of class:\n\nTrading Symbol\n\nName of each exchange on which registered:\n\nCommon Shares, par value EUR 0.01 per share\n\nQGEN\n\nNew York Stock Exchange\n\nSecurities registered or to be registered pursuant to Section 12(g) of the Act:\n\nNone\n\nSecurities for which there is a reporting obligation pursuant to Section 15(d) of the Act:\n\nNone\n\n _____________________________________________\n\nThe number of outstanding Common Shares as of December 31, 2025 was 216,920,735.\n\nIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    ☒  Yes    ☐  No\n\nIf 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\n\nExchange Act of 1934.    ☐  Yes    ☒  No\n\nIndicate 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\n\npreceding 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\n\n90 days.    ☒  Yes    ☐  No\n\nIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of\n\nRegulation 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\n\nIndicate 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\n\nof \"large accelerated filer,\" \"accelerated filer,\" and \"emerging growth company\" in Rule 12b-2 of the Exchange Act.\n\nLarge accelerated filer  ☒            Accelerated filer  ☐            Non-accelerated filer  ☐           Emerging Growth Company  ☐\n\nIf 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\n\nthe extended transition period for complying with any new or revised financial accounting standards* provided pursuant to Section 13(a) of the Exchange Act.  ☐\n\n* The term \"new or revised financial accounting standard\" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards\n\nCodification after April 5, 2012.\n\nIndicate 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\n\nfinancial 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\n\nreport.    ☒\n\nIf 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\n\nthe correction of an error to previously issued financial statements. ☒\n\nIndicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of\n\nthe registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐\n\nIndicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:\n\n☒\n\nU.S. GAAP\n\n☐\n\nInternational Financial Reporting Standards as issued by the International Accounting Standards\n\nBoard\n\n☐\n\nOther\n\nIf “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\n\n17    ☐ Item 18\n\nIf 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 \n\nUnless the context otherwise requires, references herein to “we,” “us,” “our,” the “Company” or to “QIAGEN” are to QIAGEN N.V. and its consolidated subsidiaries.\n\nTotals within tables presented in U.S. dollar millions may contain rounding differences.\n\nEXCHANGE RATES\n\nQIAGEN 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\n\nto 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\n\nthis Annual Report on Form 20-F have been presented in U.S. dollars.\n\nThe 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\n\nEurope, which normally takes place at approximately 2:10 P.M. Central European Time. This rate at March 16, 2026, was $1.1478 per €1.\n\nFor information regarding the effects of currency fluctuations on our results, see \"Operating and Financial Review.\"\n\nTRADEMARKS\n\nWe 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\n\nare registered under applicable intellectual property laws. Solely for convenience, trademarks, trade names and service marks referred to in this Annual Report on\n\nForm 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\n\npossible 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\n\ndisplay of other companies’ trademarks, trade names or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.\n\nEach 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.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 4\n\nTable of Contents\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[6](#i3aa25a95177c463e85a564d4fb90a601_76)\n\n[Business and Operating Environment](#i3aa25a95177c463e85a564d4fb90a601_76)\n\n[7](#i3aa25a95177c463e85a564d4fb90a601_79)\n\n[Strategy, Business Model and Value Chain](#i3aa25a95177c463e85a564d4fb90a601_79)\n\n[12](#i3aa25a95177c463e85a564d4fb90a601_82)\n\n[Operating Environment](#i3aa25a95177c463e85a564d4fb90a601_82)\n\n[25](#i3aa25a95177c463e85a564d4fb90a601_85)\n\n[Risks and Risk Management](#i3aa25a95177c463e85a564d4fb90a601_85)\n\n[43](#i3aa25a95177c463e85a564d4fb90a601_3285)\n\n[Financial and Share Performance](#i3aa25a95177c463e85a564d4fb90a601_3285)\n\n[43](#i3aa25a95177c463e85a564d4fb90a601_94)\n\n[Operating and Financial Review](#i3aa25a95177c463e85a564d4fb90a601_94)\n\n[57](#i3aa25a95177c463e85a564d4fb90a601_100)\n\n[QIAGEN Shares](#i3aa25a95177c463e85a564d4fb90a601_100)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[62](#i3aa25a95177c463e85a564d4fb90a601_109)\n\n[Governance Structure](#i3aa25a95177c463e85a564d4fb90a601_109)\n\n[64](#i3aa25a95177c463e85a564d4fb90a601_112)\n\n[Managing Board](#i3aa25a95177c463e85a564d4fb90a601_112)\n\n[66](#i3aa25a95177c463e85a564d4fb90a601_115)\n\n[Supervisory Board](#i3aa25a95177c463e85a564d4fb90a601_115)\n\n[72](#i3aa25a95177c463e85a564d4fb90a601_118)\n\n[Board-Related Matters](#i3aa25a95177c463e85a564d4fb90a601_118)\n\n[74](#i3aa25a95177c463e85a564d4fb90a601_121)\n\n[Shareholder Meetings and Share Capital](#i3aa25a95177c463e85a564d4fb90a601_121)\n\n[80](#i3aa25a95177c463e85a564d4fb90a601_124)\n\n[Additional Information](#i3aa25a95177c463e85a564d4fb90a601_124)\n\n[85](#i3aa25a95177c463e85a564d4fb90a601_133)\n\n[Compensation of Managing Board Members and Supervisory](#i3aa25a95177c463e85a564d4fb90a601_133)\n\n[Directors](#i3aa25a95177c463e85a564d4fb90a601_133)\n\n[Consolidated Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[91](#i3aa25a95177c463e85a564d4fb90a601_160)\n\n[Report of Independent Registered Public Accounting Firm](#i3aa25a95177c463e85a564d4fb90a601_160)\n\n[96](#i3aa25a95177c463e85a564d4fb90a601_163)\n\n[Report of Independent Registered Public Accounting Firm](#i3aa25a95177c463e85a564d4fb90a601_163)\n\n[98](#i3aa25a95177c463e85a564d4fb90a601_166)\n\n[Report of Independent Registered Public Accounting Firm](#i3aa25a95177c463e85a564d4fb90a601_163)\n\n[99](#i3aa25a95177c463e85a564d4fb90a601_169)\n\n[Consolidated Balance Sheets](#i3aa25a95177c463e85a564d4fb90a601_169)\n\n[101](#i3aa25a95177c463e85a564d4fb90a601_172)\n\n[Consolidated Statements of Income](#i3aa25a95177c463e85a564d4fb90a601_172)\n\n[102](#i3aa25a95177c463e85a564d4fb90a601_175)\n\n[Consolidated Statements of Comprehensive Income](#i3aa25a95177c463e85a564d4fb90a601_175)\n\n[103](#i3aa25a95177c463e85a564d4fb90a601_178)\n\n[Consolidated Statements of Changes in Equity](#i3aa25a95177c463e85a564d4fb90a601_178)\n\n[104](#i3aa25a95177c463e85a564d4fb90a601_181)\n\n[Consolidated Statements of Cash Flows](#i3aa25a95177c463e85a564d4fb90a601_181)\n\n[106](#i3aa25a95177c463e85a564d4fb90a601_184)\n\n[Notes to Consolidated Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_184)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\n[184](#i3aa25a95177c463e85a564d4fb90a601_331)\n\n[Articles of Association](#i3aa25a95177c463e85a564d4fb90a601_331)\n\n[196](#i3aa25a95177c463e85a564d4fb90a601_334)\n\n[Principal Accountant Fees and Services](#i3aa25a95177c463e85a564d4fb90a601_334)\n\n[197](#i3aa25a95177c463e85a564d4fb90a601_340)\n\n[Taxation](#i3aa25a95177c463e85a564d4fb90a601_340)\n\n[203](#i3aa25a95177c463e85a564d4fb90a601_343)\n\n[Government Regulations](#i3aa25a95177c463e85a564d4fb90a601_343)\n\n[216](#i3aa25a95177c463e85a564d4fb90a601_346)\n\n[Exchange Controls](#i3aa25a95177c463e85a564d4fb90a601_346)\n\n[217](#i3aa25a95177c463e85a564d4fb90a601_349)\n\n[Documents on Display](#i3aa25a95177c463e85a564d4fb90a601_349)\n\n[218](#i3aa25a95177c463e85a564d4fb90a601_352)\n\n[Controls and Procedures](#i3aa25a95177c463e85a564d4fb90a601_352)\n\n[220](#i3aa25a95177c463e85a564d4fb90a601_358)\n\n[Disclosure under Section 219 of ITRA](#i3aa25a95177c463e85a564d4fb90a601_358)\n\n[221](#i3aa25a95177c463e85a564d4fb90a601_361)\n\n[Reference Table Form 20-F](#i3aa25a95177c463e85a564d4fb90a601_361)\n\n[225](#i3aa25a95177c463e85a564d4fb90a601_373)\n\n[Exhibit Index](#i3aa25a95177c463e85a564d4fb90a601_373)\n\n[226](#i3aa25a95177c463e85a564d4fb90a601_376)\n\n[Signatures](#i3aa25a95177c463e85a564d4fb90a601_376)\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 5\n\nManagement Report\n\n[6](#i3aa25a95177c463e85a564d4fb90a601_76)\n\n[Business and Operating Environment](#i3aa25a95177c463e85a564d4fb90a601_76)\n\n[7](#i3aa25a95177c463e85a564d4fb90a601_79)\n\n[Strategy, Business Model and Value Chain](#i3aa25a95177c463e85a564d4fb90a601_79)\n\n[12](#i3aa25a95177c463e85a564d4fb90a601_82)\n\n[Operating Environment](#i3aa25a95177c463e85a564d4fb90a601_82)\n\n[25](#i3aa25a95177c463e85a564d4fb90a601_85)\n\n[Risks and Risk Management](#i3aa25a95177c463e85a564d4fb90a601_85)\n\n[43](#i3aa25a95177c463e85a564d4fb90a601_3285)\n\n[Financial and Share Performance](#i3aa25a95177c463e85a564d4fb90a601_3285)\n\n[43](#i3aa25a95177c463e85a564d4fb90a601_94)\n\n[Operating and Financial Review](#i3aa25a95177c463e85a564d4fb90a601_94)\n\n[57](#i3aa25a95177c463e85a564d4fb90a601_100)\n\n[QIAGEN Shares](#i3aa25a95177c463e85a564d4fb90a601_100)\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 6\n\nBusiness and Operating Environment\n\nCompany overview\n\nQIAGEN is a leading global provider of Sample to Insight solutions, enabling\n\ncustomers to extract and gain valuable molecular insights from samples\n\ncontaining the building blocks of life. Our Sample technologies isolate and\n\nprocess DNA (deoxyribonucleic acid), RNA (ribonucleic acid) and proteins\n\nfrom blood, tissue and other materials. Assay technologies prepare these\n\nbiomolecules for analysis while bioinformatics software and knowledge bases\n\ncan be used to interpret data to find actionable insights. Automation solutions\n\nbring these processes together into seamless and cost-effective workflows. We\n\nserve over 500,000 customers globally in Life Sciences (academia, pharma\n\nresearch and development, industrial applications, primarily forensics) and\n\nmolecular diagnostics for clinical healthcare. As of December 31, 2025, we\n\nemployed approximately 5,700 people in over 35 locations worldwide.\n\nQIAGEN was founded in 1984 and began operations in 1986 as a pioneer in\n\nthe emerging biotechnology sector with a revolutionary method that\n\nstandardized and accelerated the extraction and purification of nucleic acids\n\nfrom biological samples, which means any material containing DNA, RNA or\n\nproteins. As molecular biology and genomic knowledge has grown to influence\n\nmany areas of daily life, we have expanded to serve the full spectrum of market\n\nneeds while developing new instruments, consumables and digital solutions,\n\npartnering with researchers and pharmaceutical companies, and acquiring\n\ncompanies and technologies that best complement our portfolio. We continue\n\nto accelerate our portfolio growth and increase our efficiency and effectiveness\n\nwhile also enhancing our customer experience, our corporate citizenship and\n\nour position as an employer of choice.\n\nOur growth has been funded through internally generated funds as well as\n\nthrough debt offerings in recent years. \n\nOur Global Shares are listed on the New York Stock Exchange under the ticker\n\nsymbol QGEN and on the Frankfurt Stock Exchange as QIA.\n\nQIAGEN N.V. is the holding company for more than 60 consolidated\n\nsubsidiaries, many of which have the primary function of distributing our\n\nproducts and services on a regional basis. Certain subsidiaries also have\n\nresearch and development or production activities. The Company is registered\n\nunder its commercial and legal name QIAGEN N.V. with the trade register\n\n(kamer van koophandel) of the Dutch region Limburg Noord under file number\n\n12036979. QIAGEN N.V. is incorporated under Dutch law as a public limited\n\nliability company (naamloze vennootschap) and is organized as a holding\n\ncompany. Our principal executive office is located at Hulsterweg 82, 5912 PL\n\nVenlo, The Netherlands, and our telephone number is +31-77-355-6600.\n\nFurther information on QIAGEN can be found at www.qiagen.com. The\n\nU.S. Securities and Exchange Commission (SEC) website at www.sec.gov\n\ncontains reports, proxy and information statements, and other information\n\nregarding issuers that file electronically with the SEC. Information contained in,\n\nor that can be accessed through, our website is not a part of, and shall not be\n\nincorporated by reference into, this Annual Report. We have included our\n\nwebsite address in this document solely as an inactive textual reference.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 7\n\nStrategy, Business Model and Value chain\n\nOur business\n\nQIAGEN provides sample and assay technologies that enable customers to\n\nextract, detect and interpret molecular information from biological samples.\n\nFrom decoding DNA to accelerating life-saving breakthroughs, our vision is\n\nsimple: to make improvements in life possible. We create value by offering\n\nintegrated workflows that combine consumables with instruments, automation\n\nand bioinformatics. This approach allows customers to standardize research\n\nand molecular testing and generate actionable insights across applications\n\nfaster, better and more efficiently.\n\nOur strategy is anchored by a commitment to deliver solid profitable growth by\n\nfocusing our resources on a group of pillars that represented $1.5 billion in\n\nsales, approximately 72% of sales, in 2025 and that are expected to reach\n\ncombined annual sales of approximately $2 billion by 2028. We are aligning\n\nour investments within these pillars to maximize sales in proven high-growth\n\nmarkets.\n\nThe pillars involve three product groups where QIAGEN is developing\n\nleadership positions: the digital PCR (Polymerase Chain Reaction) platform\n\nQIAcuity, the clinical PCR syndromic testing solution QIAstat-Dx and the\n\nQIAGEN Digital Insights portfolio of bioinformatics solutions for improved\n\nanalysis and interpretation of complex genomic data. Additionally, two pillars\n\ninvolve product groups where QIAGEN has strong top positions and where we\n\nwant to consolidate our leadership: Sample technologies that are used to gain\n\naccess to DNA and RNA from a biological sample and the QuantiFERON\n\ntechnology platform for latent disease detection, best known for its use in\n\ndetecting latent tuberculosis (TB).\n\nWe classify our products into two main categories: consumables and related\n\nrevenues; and instruments and related services. [Global Presence by Product](#ic525b404749c4b98b488726158049674_28448)\n\n[Category and Geographic Market](#ic525b404749c4b98b488726158049674_28448) and [QIAGEN Product Groups](#ic525b404749c4b98b488726158049674_28453) provide\n\nadditional details\n\nWe manufacture our products at facilities in the United States, Europe and\n\nChina. In China, products are primarily made for the local market. For more\n\ninformation about our manufacturing sites, please refer to the [Description of](#ic525b404749c4b98b488726158049674_28451)\n\n[Property](#ic525b404749c4b98b488726158049674_28451) section.\n\nOur commercial teams are organized into specialized groups across three\n\nmajor regions: Americas; Europe, Middle East and Africa (EMEA); and Asia\n\nPacific and Japan (including China). In certain markets, we also work with third-\n\nparty distributors to extend our reach. For more information, please refer to the\n\n[Sales and Marketing](#ic525b404749c4b98b488726158049674_28454) section. Details about our employees can be found in the\n\n[Employees](#ic525b404749c4b98b488726158049674_28452) section.\n\nQIAGEN operates a centralized distribution network with regional hubs\n\nresponsible for local logistics.\n\nBuilding a sustainable business\n\nOur products support scientific progress and healthcare by enabling molecular\n\ninsights that can contribute to improved decision-making and patient outcomes\n\nworldwide. We are committed to sustainable business practices integrating\n\nstakeholder perspectives—including those of customers, employees, regulators\n\nand public authorities, suppliers and shareholders—into relevant aspects of our\n\noperations.\n\nOur sustainability policy outlines key principles and responsibilities for\n\nQIAGEN employees regarding environmental, social and governance (ESG)\n\nmatters, reflecting our commitment to a more sustainable future. Oversight of\n\nsustainability is provided by the Supervisory Board, through its Nomination &\n\nGovernance Committee. The Managing Board is responsible for integrating\n\nsustainability into strategy, and works with the Executive Committee on\n\noperational execution.\n\nOur targets and actions address priorities such as reducing the use of plastic\n\nand advancing environment-friendly product solutions; lowering emissions\n\nacross our operations and supply chain; and working with suppliers to promote\n\nenvironmental and social responsibility. Through these initiatives, we aim to\n\nembed sustainability considerations across our business activities and product\n\nlife cycle.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 8\n\nStrategy, Business Model and Value Chain\n\nGlobal presence\n\nValue chain\n\nValue is created across QIAGEN’s value chain through innovation in sample\n\nand assay technologies, high-quality manufacturing and regulatory-compliant\n\nGlobal presence with a focus on the most\n\nattractive developed and emerging markets\n\nsupply. As part of its business model, QIAGEN integrates post‑market\n\nsurveillance into the life-cycle management of its products. The ongoing\n\nmonitoring of product performance supports the early identification of\n\nquality‑related risks, underpins regulatory compliance across markets, and\n\nhelps maintain trust in QIAGEN’s solutions among customers, patients and end\n\nusers. These efforts are supported by commercial execution and global\n\ndistribution capabilities. Our research and development are carried out within\n\nmanufacturing entities and specialized R&D centers. Manufacturing sites source\n\nraw materials and semi-finished products from affiliated entities and\n\nindependent third parties to support the production of QIAGEN consumables,\n\ninstruments and related solutions. Sales to end customers are managed through\n\nlocal sales subsidiaries and, in certain markets, third-party distributors. A\n\ncentralized distribution network connects manufacturing entities with local sales\n\norganizations, supported by two global distribution hubs that consolidate\n\ndemand and optimize supply logistics.\n\nOur products serve more than 500,000 customers across the continuum from\n\nLife Sciences (academia, pharmaceutical R&D and applied testing) to molecular\n\ndiagnostics (clinical healthcare). QIAGEN operates globally, with significant\n\nOur key sites\n\nVenlo, Global HQ\n\nHilden, EMEA HQ\n\nGermantown, Americas HQ\n\nShanghai, China HQ\n\nSingapore, Asia HQ\n\nGlobal presence\n\nmarkets in the Americas, Europe, Middle East, Africa (EMEA), Asia Pacific and\n\nDelivering products to\n\n>160 countries\n\nJapan (including China).\n\nDirect sales in\n\n>40 countries\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 9\n\nStrategy, Business Model and Value Chain\n\nDownstream\n\nUpstream\n\nOur\n\noperations\n\nProcurement\n\nSales to >500,000 customers\n\nin >160 countries\n\nSales entities in EMEA, APAC\n\nand Americas\n\nRaw materials\n\nR&D services and in-licensing\n\nFinished goods\n\nLogistical and warehousing services\n\nSemi-finished goods\n\nIT and other services\n\n~5,700 QIAGENers across all EC functions\n\nManufacturing in EMEA, Americas and APAC regions\n\nConsumables\n\nInstrumentation services\n\nInstruments\n\nLicensing (e.g., patents)\n\nBioinformatics\n\nResearch and Development\n\nConsumables\n\nBioinformatics\n\n(digital insights)\n\nInstruments\n\nMaterial topics\n\n•Climate change\n\n•Climate change\n\n•Consumers and end users\n\n•Climate change\n\n•Resource use and circular economy \n\n(e.g. resource inflows)\n\n•Resource use and circular\n\neconomy (e.g., closing the\n\nloop, waste management)\n\n•Own workforce\n\n–Working conditions\n\n–Diversity and inclusion\n\n–Occupational health and safety\n\n•Resource use and circular economy \n\n(e.g. products, services, waste)\n\n•Business conduct\n\n•Business conduct\n\n•Workers in the value chain\n\n•Business conduct\n\n•Workers in the value chain\n\n•Consumers and end-users\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 10\n\nStrategy, Business Model and Value Chain\n\nInterests and views of our stakeholders\n\nUnderstanding and addressing the interests and expectations of our\n\nstakeholders is essential for our business strategy and long-term value creation.\n\nThroughout 2025, we actively engaged with stakeholders through various\n\nchannels, incorporating their insights into our materiality assessment, business\n\nprocesses and capital allocation dialogue. These engagements supported\n\ndecisions on product portfolio priorities, operational improvements,\n\ntransparency in external reporting and the way we communicate our approach\n\nto profitable growth, investment discipline and long-term shareholder value\n\ncreation.\n\nIn particular, engagement with shareholders and the financial community\n\nprovided feedback not only on sustainability performance and governance, but\n\nalso on strategy execution, capital deployment priorities and the balance\n\nbetween investing for future growth and maintaining financial discipline. This\n\ndialogue helps us explain how we allocate resources to strategic growth pillars,\n\ninnovation, operational capabilities and other value-enhancing initiatives, while\n\nmaintaining a focus on returns, resilience and transparency. In accordance with\n\nthe Dutch Corporate Governance Code, our Stakeholder Engagement Policy is\n\navailable on our website.\n\nInterests and views of our stakeholders\n\nStakeholders\n\nHow we engage\n\nWhy we engage\n\nHow we respond\n\nShareholders and the\n\nfinancial community\n\n•Quarterly reports and earnings calls, including\n\nstrategy and capital allocation updates\n\n•Annual report and annual general meeting\n\ncommunications, including long-term value\n\ncreation priorities\n\n•Regular roadshows and investor calls on growth,\n\nportfolio priorities and returns\n\n•Investor relations website and related\n\nshareholder communications\n\n•Investor feedback\n\n•Long-term shareholder value\n\ncreation\n\n•Capital deployment to investment\n\npriorities with highest returns\n\n•Financial resilience\n\n•Understanding investor\n\nexpectations toward sustainability\n\n•Business conduct: attracting\n\nresponsible investors\n\n•Clearer communication on long-term shareholder value creation\n\n•Communication and execution of capital allocation priorities, including\n\nstrategic acquisitions, digital capabilities and growth pillar investments\n\n•Communication of shareholder return actions, including the annual cash\n\ndividend and synthetic share repurchase programs\n\n•Stronger linkage between strategy, resource allocation and profitable\n\ngrowth\n\n•Increased transparency on sustainability performance\n\n•ESG information embedded in internal and external communications\n\n•Expanded CDP environmental reporting\n\nEmployees\n\n•Strategic meetings: annual kick-offs and quarterly\n\nfeedback checks\n\n•Reviews: one-on-one sessions and 180°\n\nfeedback\n\n•Engagement: surveys, pulse checks, events and\n\nwebinars\n\n•Trainings: management and regulatory sessions,\n\nESG awareness\n\n•Foster performance culture\n\n•Ensure highest health and safety\n\n•Equal treatment and opportunities\n\nfor all\n\n•Employee development, training\n\nand skills\n\n•Annual employee survey results show QIAGEN as having a high-\n\nperformance culture\n\n•Recognition of QIAGEN as top employer in several regions\n\n•Local site action plans to enhance workplace culture\n\n•Increased safety awareness\n\n•Reduction in unstaffed positions\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 11\n\nStrategy, Business Model and Value Chain\n\nStakeholders\n\nHow we engage\n\nWhy we engage\n\nHow we respond\n\nCustomers\n\n•Surveys: customer satisfaction measurement\n\n•Digital tools: web chat and 24/7 service portal\n\n•Events: conferences, trade fairs, roadshows and\n\ninfotainment shows; best practice sharing at our\n\nfacilities\n\n•Engagement: bilateral meetings, production\n\ntours, training, customer audits\n\n•Sustainability: questionnaires and dedicated\n\nwebpage\n\n•Strong ongoing customer\n\nengagement and retention\n\n•Ensure timely access to products\n\nand services\n\n•Support sustainable lab practices\n\nand efficient waste management\n\n•Incorporation of customer requirements into product and service\n\noffering\n\n•Expansion of product portfolio with increasing focus on sustainable\n\nproducts and plastics reduction\n\n•Service improvements, e.g., web chat functionalities and Net Promoter\n\nScore (NPS) above internal benchmarks\n\n•Lab waste treatment pilot\n\nSuppliers\n\n•Workshops on target costing design\n\n•Risk assessment, strategic reviews, supplier days\n\n•Best practice workshops, bilateral engagement,\n\njoint initiatives, webinars with employees\n\n•Supply chain security and risk\n\nreduction\n\n•Business conduct: responsible\n\nsourcing standards\n\n•Sustainability commitments\n\n•Cost stability in challenging macroeconomic environment\n\n•Mapped strategic supplier base to reduce supply risk and assess\n\nsustainability factors\n\n•Pilot projects on low-carbon solutions\n\nGeneral society and\n\nlocal communities\n\n•Collaboration with public health laboratories,\n\nresearch and academic institutions around the\n\nworld\n\n•Access to products and services:\n\nenhancement of access to\n\nhealthcare\n\n•Laboratory infrastructure and capacity building to support pandemic\n\npreparedness\n\n•Response initiatives, local surveillance\n\n•Development of new tools for pathogen detection\n\nBanks and financial\n\ninstitutions\n\n•Mandatory reporting and information (e.g.,\n\nannual report, non-financial reporting)\n\n•Bilateral meetings\n\n•Efficient financing costs\n\n•Improvements in ESG ratings\n\n•Reduced financing costs for debt offerings\n\n•Favorable ESG performance-linked loan conditions\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 12\n\nOperating Environment\n\nEconomic environment\n\nIn 2025, global economic growth remained moderate, with the International\n\nMonetary Fund (IMF) estimating real GDP growth of about 3%. Inflation eased\n\nin many economies, supporting the start of monetary policy easing in some\n\nmarkets, although underlying price pressures persisted in parts of the advanced\n\neconomies. Growth remained uneven, with advanced economies expanding by\n\naround 1.5% and emerging market and developing economies growing at just\n\nabove 4%.\n\nEconomic activity continued to be influenced by elevated public and private\n\ndebt levels, trade policy uncertainty and geopolitical tensions, contributing to a\n\ncautious operating environment across many sectors.\n\nIndustry environment\n\nThe Life Sciences and molecular diagnostics industries showed mixed conditions\n\nin 2025. While demand growth continued in several application areas—\n\nincluding oncology, infectious disease testing and biopharmaceutical research\n\n—customer purchasing patterns remained uneven across regions. Companies\n\nincreasingly emphasized expanding the use of installed instrument platforms\n\nand menu breadth to drive growth in clinical and research settings.\n\nQIAGEN remained positioned to address these trends through its global\n\nfootprint and commercial scale, supported by key platforms such as QIAstat-Dx,\n\nfor which cumulative placements exceeded 5,200 instruments worldwide at\n\nyear-end 2025.\n\nThe addressable Life Sciences and molecular diagnostics segments are\n\nestimated at about $12 billion in annual sales, with expectations for continued\n\nsingle-digit growth.\n\nQIAGEN products\n\nOur leadership in molecular research and testing solutions leverages our\n\nproduct portfolio across a wide range of applications. These are grouped into\n\ntwo main categories:\n\n•Consumables and related revenues, which include consumables kits,\n\nbioinformatics solutions, royalties, co-development milestone payments and\n\nservices (90% of total net sales in 2025)\n\n•Instruments and related services and contracts (10% of total net sales in\n\n2025)\n\nQIAGEN product groups\n\nSample technologies\n\nSample technologies represent one of our pillars and include products involved\n\nin the first step of any molecular lab process.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 13\n\nOperating Environment\n\nSelected biological samples\n\nTissue\n\nStool\n\nCells\n\nSaliva\n\nBlood\n\nOther body\n\nfluids\n\nSerum\n\nBone\n\nPlasma\n\nPlants\n\nUrine\n\nSoil\n\nInput demands\n\nProcessing\n\nTarget analytes\n\nLow / high-volume\n\nManual\n\nGenomic DNA\n\nLow-quantity\n\nPlasmid DNA\n\nTubes / plates\n\ncfDNA\n\nInput demands\n\nLow-quantity\n\nAutomated\n\nmRNA, rRNA\n\nHigh-quantity\n\nLow- to high-\n\nmiRNA\n\nTubes / plates\n\nthroughput systems\n\nCirculating tumor\n\ncells and proteins\n\nApplications\n\nCloning\n\nqPCR / dPCR\n\nDNA\n\namplification\n\nSequencing \n\n/ NGS\n\nArrays\n\nLiquid biopsy\n\nGene editing\n\nMicrobiome\n\nEpigenetics\n\nGene silencing\n\nCellular\n\nanalytics\n\nProteomics\n\nOur broad portfolio of Sample technologies includes consumables and\n\ninstruments used in sample collection, stabilization, storage, purification and\n\nquality control. Some of our consumables are designed to run on our\n\ninstruments, while others are universal kits designed for use with any molecular-\n\ntesting platform. These products are used in research and applied testing\n\n(forensics/human identification and food safety) in laboratories as well as\n\nclinical testing.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 14\n\nOperating Environment\n\nSample technologies\n\nSelected QIAGEN brands\n\nPrimary Sample technology consumables\n\n•Nucleic acid stabilization and purification kits designed for primary sample materials (DNA, RNA), manual and\n\nautomated processing for genotyping, gene expression, viral and bacterial analysis\n\n•Mainly based on silica membrane and magnetic bead technologies\n\n•QIAamp\n\n•PAXgene\n\n•AllPrep\n\n•DNeasy\n\n•QIAprep&amp\n\n•RNeasy\n\n•MagAttract\n\n•QIAwave\n\nSecondary Sample technology consumables\n\n•Kits and components for purification of nucleic acids from secondary sample materials (e.g., gel, plasmid DNA)\n\n•QIAprep\n\n•QIAGEN Plasmid\n\n•HiSpeed\n\n•QIAquick\n\n•QIAfilter\n\n•EndoFree\n\n•DyeEx\n\nSample technology instruments\n\n•Instruments for nucleic acid purification, quality control and accessories\n\n•QIAsymphony\n\n•EZ2 Connect\n\n•TissueLyser III\n\n•QIAcube Connect\n\n•EZ2 Connect MDx\n\n•QIAcube HT\n\n•QIAxcel Connect\n\n•QIAcube Connect\n\nMDx\n\n•QIAsprint Connect\n\nDiagnostic solutions\n\nDiagnostic solutions include our molecular testing platforms and consumables,\n\ncovering two of our pillars with QuantiFERON and QIAstat-Dx. They also\n\ninclude Precision Diagnostics, which comprises companion diagnostic co-\n\ndevelopment revenues from projects with pharmaceutical companies, regulated\n\nassays and solutions for laboratory-developed tests. Additional areas include\n\noncology and sexual and reproductive health for detection of various diseases\n\nand for other laboratory processes.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 15\n\nOperating Environment\n\nDiagnostic solutions\n\nSelected QIAGEN brands\n\nImmune response consumables\n\n•Interferon-Gamma Release Assay (IGRA) for latent TB testing\n\n•Assays for post-transplant testing, viral load monitoring\n\n•QuantiFERON\n\nOncology and sexual and reproductive health consumables\n\n•Assays for analysis of genomic variants such as mutations, insertions, deletions and fusions\n\n•Assays for prenatal testing and detection of sexually transmitted diseases and HPV\n\n•therascreen\n\n•AmniSure /\n\nPartoSure\n\n•ipsogen\n\n•digene HC2\n\nSample to Insight instruments and dedicated assays\n\n•One-step molecular analysis of hard-to-diagnose syndromes\n\n•Fully integrated PCR testing\n\n•QIAstat-Dx\n\n•QIAstat-Dx Rise\n\nPCR/Nucleic acid amplification\n\nPCR/Nucleic acid amplification involves our research and applied PCR\n\nsolutions and components. The product group includes another of our pillars,\n\nQIAcuity. We offer optimized solutions for end-point PCR, quantitative PCR and\n\ndigital PCR. Our kits, assays, instruments and accessories amplify and detect\n\ntargets and streamline workflow for virtually any application.\n\nPCR/Nucleic acid amplification\n\nSelected QIAGEN brands\n\nResearch PCR consumables\n\n•Different generations of PCR, quantitative and digital PCR, reverse transcription and combinations (RT-PCR) kits for\n\nanalysis of gene expression, genotyping and gene regulation, running on QIAGEN or third-party instruments and\n\ntechnologies\n\n•QuantiTect\n\n•OneStep RT-PCR\n\n•OmniScript\n\n•QIAcuity\n\n•QIAGEN Multiplex\n\n•miRCURY\n\n•AllTaq\n\n•GeneGlobe\n\n•QuantiNova\n\n•HotStarTaq\n\n•UltraRun Long\n\nRange\n\nHuman ID/Forensics assay consumables\n\n•Short tandem repeat (STR) assays for human ID, additional assays for food contamination\n\n•Investigator (human\n\nID / forensics)\n\nPCR instruments\n\n•Digital PCR solutions\n\n•qPCR solutions\n\n•QIAcuity\n\n•Rotor-Gene Q\n\n•QIAgility\n\n•QIAcuityDx\n\nOEM consumables\n\n•Custom-developed and configured enzymes and PCR solutions that are sold to OEM customers\n\n•Provided on an individualized contract basis\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 16\n\nOperating Environment\n\nGenomics/NGS\n\nThis product group includes our universal next-generation sequencing (NGS)\n\nsolutions for use with any NGS sequencer as well as the full bioinformatics\n\nportfolio offered by QIAGEN Digital Insights, which also represents one of our\n\npillars.\n\nGenomics/NGS\n\nSelected QIAGEN brands\n\nUniversal NGS consumables\n\n•Predefined and custom NGS gene panels (DNA, RNA), library prep kits and components, whole genome\n\namplification, DNA methylation analysis, etc.\n\n•Sequence-based assays for forensic genetic genealogy\n\n•QIAseq\n\n•GeneGlobe\n\n•REPLI-g\n\n•EpiTect\n\n•ForenSeq\n\nKintelligence\n\nQIAGEN Digital Insights solutions\n\n•Bioinformatics solutions analyze and interpret data to deliver actionable insights from NGS. This includes\n\nfreestanding software or cloud-based solutions and is integrated into many QIAGEN consumables and instruments.\n\n•QCI Secondary\n\nAnalysis\n\n•QCI Interpret\n\n•QCI Precision\n\n•CLC Workbenches\n\n•OmicSoft Lands\n\n•Ingenuity Pathway\n\nAnalysis\n\n•Biomedical\n\nKnowledge Base\n\n•HGMD\n\n•HSMD\n\n•PGXI\n\nOther\n\nRevenues from various sources, including protein biology products, royalties,\n\nintellectual property and freight charges.\n\nPrincipal markets\n\nWe sell our products to more than 500,000 customers in two broad customer\n\ngroups: molecular diagnostics (clinical testing) and Life Sciences (academia,\n\npharmaceutical research and development and applied testing).\n\nAt the end of 2025, our current total addressable market was estimated at\n\napproximately $12 billion annually, with estimates indicating that this market\n\nopportunity would grow about 4-6% annually through 2028.\n\nMolecular diagnostics\n\nThe molecular diagnostics market includes healthcare providers engaged in\n\nmany aspects of patient care that require accurate diagnoses and insights to\n\nguide treatment decisions in oncology, infectious diseases and immune\n\nmonitoring.\n\nWe offer one of the broadest portfolios of molecular technologies for\n\nhealthcare. The success of molecular testing in healthcare depends on the\n\nability to accurately analyze purified nucleic acid samples from sources such as\n\nblood, tissue, body fluids and stool. Automated systems process tests reliably\n\nand efficiently, often handling hundreds of samples simultaneously. Our range\n\nof assays for diseases and biomarkers speeds up and simplifies laboratory\n\nworkflow and standardizes lab procedures.\n\nMolecular testing is the most dynamic segment of the global in vitro diagnostics\n\nmarket. The pandemic has demonstrated the value of molecular testing in\n\nhealthcare, and we expect the market to provide significant growth\n\nopportunities.\n\nWe have built a position as a preferred partner to co-develop companion\n\ndiagnostics paired with targeted drugs and have created a rich pipeline of\n\nmolecular tests that are transforming the treatment of cancer and other diseases.\n\nWe have more than 30 master collaboration agreements with pharmaceutical\n\nindustry customers, some with multiple co-development projects. Companion\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 17\n\nOperating Environment\n\ndiagnostics move through clinical trials and regulatory approvals, along with\n\nthe paired drugs, to commercialization and marketing to healthcare providers.\n\nSelected molecular diagnostics products\n\nSample technologies\n\nAssay technologies\n\nInstruments\n\nBioinformatics\n\nFor extraction from:\n\n•Tissue\n\n•Blood\n\n•Swabs, other\n\nIndication areas\n\n•Oncology\n\n•Immune modulation\n\n•Infectious diseases Technologies:\n\nQuantiFERON, Polymerase Chain Reaction\n\n(PCR), Next-generation sequencing (NGS)\n\n•QIAstat-Dx\n\n•QIAsymphony RGQ\n\n•QIAcube Connect MDx\n\n•EZ2 Connect MDx\n\n•QIAstat Rise\n\nQIAGEN Clinical Insight (QCI)\n\n•Hereditary diseases\n\n•Somatic and germline cancers\n\n•Other diseases\n\nLife Sciences\n\nThe Life Sciences market includes governments and biotechnology companies,\n\nwhere researchers and scientists are using molecular testing technologies to\n\nadvance scientific knowledge in the pursuit of new breakthroughs that can lead\n\nto new medicines and diagnostics for use in clinical healthcare. This market\n\nalso includes the use of molecular testing technologies for applied applications,\n\nin particular for forensics as well as food and veterinary testing. These\n\ncustomers are all often served by public funding and research and development\n\nbudgets within pharmaceutical companies.\n\nWe partner with customers across diverse disciplines in academia and industry,\n\nproviding sample technologies, assay technologies, bioinformatics and services\n\nto universities and institutes, pharmaceutical and biotech companies,\n\ngovernments and law enforcement agencies.\n\nWe provide Sample to Insight solutions to academic and research institutions\n\naround the world. We focus on enabling researchers to use high-quality\n\ntechnologies to generate reliable, fast, highly reproducible results, sometimes\n\nreplacing time-consuming traditional or in-house methods. We often partner\n\nwith leading institutions on research projects and develop customized solutions\n\nsuch as NGS panels for the sequencing of multiple gene targets.\n\nWe are a global leader in solutions for governments and industry, particularly\n\nin forensic testing and human identification. The value of genetic\n\n\"fingerprinting\" has been proven in criminal investigations and examinations of\n\npaternity or ancestry, as well as in food safety. We provide sample collection\n\nand analytical solutions for law enforcement and human identification labs as\n\nwell as advanced technologies for studies of microbiomes and their effect on\n\nhealth and the environment.\n\nWe have deep relationships with pharmaceutical and biotechnology\n\ncompanies. Drug discovery and development as well as translational research\n\nefforts increasingly employ genomic information, both to guide research in\n\ndiseases and to differentiate patient populations that are most likely to respond\n\nto particular therapies. We estimate that about half of our sales to these\n\ncompanies supports research, while the other half supports clinical\n\ndevelopment, including stratification of patient populations based on genetic\n\ninformation. Also, QIAGEN Digital Insights solutions are widely used to guide\n\npharmaceutical research and treatment options.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 18\n\nOperating Environment\n\nSelected Life Sciences products\n\nSample technologies\n\nAssay technologies\n\nInstruments\n\nBioinformatics\n\n~300 different kit types for extraction and\n\npurification of DNA, RNA and proteins from\n\ntissue, blood, cells, stool, plants, soil and other\n\nsample types\n\n•Real-time PCR\n\n•Digital PCR\n\n•Next-generation sequencing\n\n•QIAsymphony\n\n•QIAcube Connect\n\n•QIAcuity digital PCR\n\n•Ingenuity Pathway Analysis (IPA)\n\n•Genomics Workbench/Server\n\n•Microbial Pro Suite/RNA-seq\n\n•Microbial Epigenetics\n\nCompetition\n\nThe markets for most of our products are very competitive. Competitors may\n\nhave developed, or could develop in the future, new technologies that compete\n\nwith our products or even render our products obsolete. In sample technology\n\nproducts, we experience competition in various markets from other companies\n\nproviding sample preparation products in kit form and assay solutions. These\n\ncompetitors include, but are not limited to, companies with a focus on nucleic\n\nacid separation and purification kits, assay solutions, reagents and\n\ninstrumentation. We compete with other suppliers through innovative\n\ntechnologies and products, offering a comprehensive solution for nucleic acid\n\ncollection, pre-treatment, separation and purification needs as well as\n\ndownstream applications. Our products provide significant advantages in terms\n\nof speed, reliability, accuracy, convenience, reproducibility and ease of use.\n\nSome of our other products within our molecular diagnostics customer class,\n\nsuch as tests for chlamydia, gonorrhea, hepatitis B virus, herpes simplex virus\n\nand CMV (cytomegalovirus), compete against existing screening, monitoring\n\nand diagnostic technologies, including tissue culture and antigen-based\n\ndiagnostic methodologies. We believe the primary competitive factors in the\n\nmarket for gene-based probe diagnostics and other screening devices are\n\nclinical validation, performance and reliability, ease of use, time to result,\n\nstandardization, cost, proprietary position, competitors' market shares, access\n\nto distribution channels, regulatory approvals and reimbursement.\n\nWe believe our competitors typically do not have the same comprehensive\n\napproach to sample-to-insight solutions as we do, nor do they have the ability to\n\nprovide the broad range of technologies and depth of products and services\n\nthat we offer.\n\nCurrent and potential competitors may be in the process of seeking Federal\n\nDrug Administration (FDA) or foreign regulatory approvals for their respective\n\nproducts. Our continued future success will depend in large part on our ability\n\nto maintain our technological advantage over competing products, expand our\n\nmarket presence and preserve customer loyalty. There can be no assurance that\n\nwe will be able to compete effectively in the future or that development by\n\nothers will not render our technologies or products noncompetitive.\n\nGlobal presence by product category and geographic market\n\nProduct category information\n\nNet sales for the product categories are based on those revenues related to\n\nsample and assay products and related revenues, including bioinformatics\n\nsolutions, as well as revenues derived from instrumentation sales.\n\nNet sales (in millions)\n\n2025\n\n2024\n\n2023\n\nConsumables and related\n\nrevenues\n\n$1,876.4\n\n$1,760.2\n\n$1,726.2\n\nInstrumentation\n\n213.6\n\n218.0\n\n239.1\n\nTotal\n\n$2,090.0\n\n$1,978.2\n\n$1,965.3\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 19\n\nOperating Environment\n\nGeographical information\n\nWe sell our products in more than 160 countries. The following table shows\n\ntotal revenue by geographic market for the past three years (with net sales\n\nattributed to countries based on the location of the customer, as certain\n\nsubsidiaries have international distribution):\n\nNet sales (in millions)\n\n2025\n\n2024\n\n2023\n\nUnited States\n\n$998.4\n\n$942.0\n\n$935.3\n\nOther Americas\n\n88.1\n\n89.6\n\n84.8\n\nTotal Americas\n\n1,086.5\n\n1,031.6\n\n1,020.1\n\nEurope, Middle East and\n\nAfrica\n\n712.8\n\n648.5\n\n624.6\n\nAsia Pacific, Japan and\n\nRest of World\n\n290.7\n\n298.2\n\n320.7\n\nTotal\n\n$2,090.0\n\n$1,978.2\n\n$1,965.3\n\nSeasonality\n\nOur business is not significantly impacted by seasonal factors. Historically, a\n\nportion of our sales has been to researchers, universities, government\n\nlaboratories and private foundations whose funding is dependent upon grants\n\nfrom government agencies, such as the National Institutes of Health and similar\n\nbodies. To the extent that our customers experience increases, decreases or\n\ndelays in funding arrangements and budget approvals, and to the extent that\n\ncustomers' activities are slowed, such as during times of higher unemployment,\n\nvacation periods or delays in approvals of government budgets or government\n\nshutdowns, we may experience fluctuations in sales volumes during the year or\n\ndelays from one period to the next in the recognition of sales. Additionally, we\n\nhave customers who are active in the diagnostics testing market, and sales to\n\nthese customers fluctuate to the extent that their activities are impacted by public\n\nhealth concerns. For example, the timing and severity of viral infections such as\n\ninfluenza or the SARS-CoV-2 virus may impact demand for our products.\n\nResearch and development\n\nWe are committed to expanding our global leadership in \"Sample to Insight\"\n\nsolutions serving customers in the Life Sciences and clinical diagnostics. We\n\ntarget our research and development resources at the most promising\n\ntechnologies to address the unmet needs of our customers in healthcare and\n\nresearch labs in key geographic markets.\n\nInnovation at QIAGEN follows parallel paths:\n\n•Creating new systems for automation of workflows – platforms for\n\nlaboratories, hospitals and other users of novel molecular technologies\n\n•Expanding our broad portfolio of content – including assays to detect and\n\nmeasure biomarkers for disease or genetic identification\n\n•Integrating QIAGEN Digital Insights with the testing process – software and\n\ncloud-based resources to interpret and transform raw molecular data into\n\nuseful insights\n\nInnovation in automation systems positions us in the fast-growing fields of\n\nmolecular testing and generates ongoing demand for our consumable products.\n\nWe are developing and commercializing a robust pipeline of assays for\n\npreventive screening and diagnostic profiling of diseases, detection of\n\nbiomarkers to guide Precision Diagnostics in cancer and other diseases and\n\nother molecular targets. Our assay development program aims to\n\ncommercialize tests that will add value to our QIAsymphony and QIAstat-Dx\n\nautomation systems in the coming years together with developing next-\n\ngeneration sequencing (NGS) kits to support our universal NGS franchise and\n\nour in vitro diagnostics partnership with Illumina. We continue to develop\n\napplications for the QIAcuity digital PCR system, which is designed to make\n\ndigital PCR technology available to Life Sciences and clinical laboratories\n\nworldwide, as well as to other participants in the NGS market.\n\nSales and marketing\n\nWe market our products primarily through subsidiaries in markets with the\n\ngreatest sales potential in the Americas, Europe, Australia and Asia.\n\nExperienced marketing and sales staff, many of them scientists with academic\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 20\n\nOperating Environment\n\ndegrees in molecular biology or related areas, sell our products and support\n\nour customers. Business managers oversee key accounts to ensure that we serve\n\ncustomers’ commercial needs, such as procurement processes, financing, data\n\non costs and the value of our systems, while maintaining collaborative\n\nrelationships. In many markets, we have specialized independent distributors\n\nand importers.\n\nOur go-to marketing strategy focuses on providing differentiated, high-quality\n\nproducts across the value chain from Sample to Insight, integrating components\n\ninto end-to-end solutions when possible and enhancing relationships with a\n\ncommitment to technical excellence and customer service. Our omni-channel\n\napproach seeks to engage customers through their preferred channels -- online,\n\nby phone or in person – and to optimize investment in different customer types.\n\nWe continue to drive the growth of our digital marketing channels – including\n\nour website at www.qiagen.com, product-specific sites and social media.\n\nThe recent pandemic saw an increase in virtual events and use of digital sales\n\nchannels. We have likewise increased the activities in digital marketing to\n\nadapt to these market changes, such as installing an in-house studio to facilitate\n\ncreation of video content and live virtual events.\n\nOur eCommerce team works with clients to provide automated processes\n\nsupporting a variety of electronic transactions and all major eProcurement\n\nsystems.\n\nMy QIAGEN is an easy-to-use self-service portal that is personalized to our\n\ncustomers' needs and enables them to manage different activities in one central\n\nplace. Customers can now easily reorder products, place bulk orders, apply\n\nquotes to their cart and track their order status. Functionality in the dashboard\n\nallows customers to monitor their instrument use and view the status of licenses\n\nand service agreements. Additionally, customers can access our exclusive\n\ncontent and services, such as webinars, handbooks and other documents.\n\nOur GeneGlobe Design and Analysis Hub (www.geneglobe.com) is a\n\nvaluable outreach to scientists in pharma and academia, enabling researchers\n\nto search and order from approximately 25 million pre-designed and custom\n\nPCR assay kits, NGS assay panels and other products. The hub brings next-\n\nlevel experiment planning, execution and follow-up to Life Science researchers,\n\nlinking our QIAGEN Digital Insights solutions with ordering of assays to\n\naccelerate research.\n\nWe use a range of tools to provide customers with direct access to technical\n\nsupport, inform them of new product offerings and enhance our reputation for\n\ntechnical excellence, high-quality products and commitment to service. For\n\nexample, our technical service support allows existing or potential customers to\n\ndiscuss or ask questions about our products and molecular biology procedures\n\nwith QIAGEN scientists online or by phone. Frequent communication with\n\ncustomers enables us to identify market needs, learn of new developments and\n\nopportunities, and respond with new products.\n\nWe also distribute publications, including our catalog, to current and potential\n\ncustomers worldwide, providing new product information, updates and articles\n\nabout existing and new applications. In addition, we hold numerous scientific\n\nseminars at clinical, academic and industrial research institutes worldwide and\n\nat major scientific and clinical meetings. We conduct direct-marketing\n\ncampaigns to announce new products and special promotions, and we offer\n\nelectronic newsletters and webinars highlighting molecular biology\n\napplications.\n\nFor laboratories that frequently rely on our consumables, the QIAstock program\n\nmaintains inventory on-site to keep up with their requirements. QIAGEN\n\nrepresentatives make regular visits to replenish the stock and help with other\n\nneeds, and we are automating this process with digital technologies. Easy-to-\n\nuse digital ordering, inventory monitoring and customer-driven changes make\n\nQIAstock an efficient system for providing ready access to our products for the\n\nhundreds of customers worldwide who use this program.\n\nIntellectual property, proprietary rights and licenses\n\nWe have made, and expect to continue making, investments in intellectual\n\nproperty. In 2025, additions to our intangible assets outside of business\n\ncombinations totaled $6.1 million, and as of December 31, 2025, patent and\n\nlicense rights, totaled a net $38.6 million. While we do not depend solely on\n\nany individual patent or technology, we are significantly dependent in the\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 21\n\nOperating Environment\n\naggregate on technology that we own or license. Therefore, we consider\n\nprotection of proprietary technologies and products one of the major keys to\n\nour business success. We rely on a combination of patents, licenses and\n\ntrademarks to establish and protect proprietary rights. As of December 31,\n\n2025, we owned 280 issued patents in the United States, 214 issued patents\n\nin Germany and 1,569 issued patents in other major industrialized countries.\n\nWe had 353 pending patent applications. Our policy is to file patent\n\napplications in Western Europe, the United States and Japan. Patents in most\n\ncountries have a term of 20 years from the date of filing the patent application.\n\nWe intend to aggressively prosecute and enforce patents and to otherwise\n\nprotect our proprietary technologies. We also rely on trade secrets, know-how,\n\ncontinuing technological innovation and licensing opportunities to develop and\n\nmaintain our competitive position.\n\nOur practice is to require employees, consultants, outside scientific\n\ncollaborators, sponsored researchers and other advisers to execute\n\nconfidentiality agreements at the start of their relationships with us. These\n\nagreements provide that all confidential information developed by or made\n\nknown to the individual during the course of the relationship is to be kept\n\nconfidential and not disclosed to third parties, subject to a right to publish\n\ncertain information in scientific literature under specific circumstances and other\n\nexceptions. In the case of our employees, the agreements provide that all\n\ninventions conceived by individuals in the course of their employment will be\n\nour exclusive property, subject to local laws.\n\nSee [Risk Factors](#id5e4972774c54ab9b21197835520b7e1_73092) included in [Risks and Risk Management](#i3aa25a95177c463e85a564d4fb90a601_85) for details regarding\n\nrisks related to our reliance on patents and proprietary rights.\n\nSuppliers\n\nWe strive to ensure that our quality standards, compliance with laws and\n\nregulations as well as environmental and social standards are maintained\n\nalong the entire value chain of suppliers and partners. We demand the same\n\nfrom our business partners. Suppliers are subjected to a risk analysis with\n\nregard to environmental and social criteria based on their geographic location.\n\nOur supplier policy, which all new suppliers sign, is available on our website\n\nand contains requirements with regard to legal compliance, bribery and\n\ncorruption, labor rights, nondiscrimination and fair treatment, health and safety\n\nas well as environmental protection and conservation. In addition, first-tier\n\nsuppliers must confirm REACH, RoHS and conflict minerals compliance, as\n\nappropriate. As part of our supplier assessment procedures, on a monthly\n\nbasis, we evaluate the supply performance of our raw material and component\n\nsuppliers. We assess, on a continuous basis, potential alternative sources of\n\nsuch materials and components and, on a yearly basis, the risks and benefits of\n\nreliance on our existing suppliers.\n\nWe strive to maintain inventories at a sufficient level to ensure reasonable\n\ncustomer service levels and to guard against normal volatility in availability.\n\nWe buy materials for our products from many suppliers and are not dependent\n\non any one supplier or group of suppliers for our business as a whole. Raw\n\nmaterials generally include chemicals, raw separation media, biologics,\n\nplastics, electronics and packaging. Certain raw materials are produced under\n\nour specifications. We have inventory agreements with the majority of our\n\nsuppliers, and we closely monitor stock levels to maintain adequate supplies.\n\nIn 2025, markets experienced increased pressure because of ongoing\n\ngeopolitical tensions. QIAGEN's strong material positions and thorough\n\ncoverage ensure that customer product availability remains unaffected at\n\npresent. However, uncertainty remains about how markets may develop in\n\n2026 in light of ongoing geopolitical tensions.\n\nConflict minerals\n\nU.S. legislation mandates transparency in sourcing conflict minerals—tantalum,\n\ntin, tungsten and gold—from mines in the Democratic Republic of Congo (DRC)\n\nand its adjoining countries. Some of our instrumentation components,\n\npurchased from third-party suppliers, contain gold. As required, we investigate\n\nour supply chain and disclose any use of conflict minerals from these regions.\n\nAnnually, we conduct due diligence to determine the presence and origin of\n\nconflict minerals in our products. Since we do not purchase directly from\n\nsmelters or refineries, we rely on supplier declarations. We filed our latest\n\nconflict minerals disclosure with the SEC on Form SD for the year ended\n\nDecember 31, 2024, on May 30, 2025, and will update our disclosures as\n\nrequired.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 22\n\nOperating Environment\n\nDescription of property\n\nOur primary production and manufacturing facilities for consumable products\n\nare in Germany, the United States, Spain and China. Our software\n\ndevelopment facilities are in the United States, Germany, Poland, Denmark and\n\nRomania, and our Center of Excellence for the development of companion\n\ndiagnostics for personalized healthcare is in the United Kingdom.\n\nOur production and manufacturing operations are highly integrated and\n\nsupported by sophisticated inventory control and production-planning\n\nprocesses. Production management personnel are highly qualified, and many\n\nhave advanced degrees in engineering, business and science. In recent years,\n\nwe have made capital investments principally in automated and\n\ninterchangeable production equipment to expand production capacity and\n\nimprove operating efficiency. We have also invested in enterprise systems to\n\nsupport production planning and operational control, including continued\n\ndeployment and enhancement of SAP-based systems. SAP R/3 is used to\n\nintegrate the majority of our operating subsidiaries, and we are in the process\n\nof a multi-year implementation of S/4HANA.\n\nIn addition, capital expenditures include selected investments intended to\n\nsupport energy efficiency and emissions reduction initiatives, including\n\nrenewable energy projects. Capital expenditures for property, plant and\n\nequipment totaled $201.0 million in 2025, $167.2 million in 2024 and\n\n$149.7 million in 2023. These capital expenditures were financed from\n\noperating cash flows, and we expect operating cash flows to remain the\n\nprimary source of funding for future capital expenditures.\n\nWe have an established quality system, including standard manufacturing and\n\ndocumentation procedures, intended to ensure that products are produced and\n\ntested in accordance with the FDA's Quality System Regulations, which impose\n\ncurrent Good Manufacturing Practice (cGMP) requirements. For facilities that\n\naccommodate cGMP production, special areas were built, and these facilities\n\noperate in accordance with cGMP requirements.\n\nThe consumable products manufactured at QIAGEN GmbH in Germany and\n\nQIAGEN Sciences LLC in Maryland are produced under ISO 9001:2015, ISO\n\n13485:2016, MDSAP. In 2025, we completed the implementation of ISO\n\n50001, a voluntary international standard that aids organizations in managing\n\ntheir energy usage. Our certifications form part of our ongoing commitment to\n\nprovide our customers with high-quality, state-of-the-art sample and\n\nassay technologies under our Total Quality Management system.\n\nOur corporate headquarters are located in Venlo, Netherlands. The below\n\ntable summarizes our largest facilities. Other subsidiaries throughout the world\n\nlease smaller amounts of space.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 23\n\nOperating Environment\n\nFacility location\n\nCountry\n\nPurpose\n\nOwned or leased\n\nSquare feet\n\nHilden\n\nGermany\n\nManufacturing, warehousing, distribution, research and development and administration\n\nOwned\n\n986,000\n\nGermantown, Maryland\n\nU.S.\n\nManufacturing, warehousing, distribution and administration\n\nOwned\n\n285,000\n\nShenzhen\n\nChina\n\nDevelopment, manufacturing, warehousing, distribution and administration\n\nLeased\n\n107,200\n\nManchester\n\nU.K.\n\nDevelopment and Service Solutions\n\nLeased\n\n96,300\n\nFrederick, Maryland\n\nU.S.\n\nDevelopment, Service Solutions, manufacturing, warehousing and distribution\n\nLeased\n\n76,500\n\nWrocław\n\nPoland\n\nBusiness service center\n\nLeased\n\n65,100\n\nBeverly, Massachusetts\n\nU.S.\n\nEnzyme manufacturing\n\nLeased\n\n44,000\n\nBarcelona\n\nSpain\n\nDevelopment, manufacturing, warehousing, distribution and administration\n\nLeased\n\n31,900\n\nManila\n\nPhilippines\n\nBusiness service center\n\nLeased\n\n29,300\n\nShanghai\n\nChina\n\nService Solutions and administration\n\nLeased\n\n28,400\n\nGdańsk\n\nPoland\n\nEnzyme manufacturing, development, warehousing and administration\n\nLeased\n\n23,300\n\nGermantown, Maryland\n\nU.S.\n\nService Solutions and training center\n\nLeased\n\n13,500\n\nRedwood City, California\n\nU.S.\n\nBioinformatics\n\nLeased\n\n12,700\n\nGdynia\n\nPoland\n\nEnzyme manufacturing, development and warehousing\n\nLeased\n\n11,200\n\nOur facilities in Hilden, Germany, and Germantown, Maryland, have the\n\ncapacity to expand in the future by an additional 300,000 square feet each.\n\nOur facility in Ann Arbor, Michigan, was closed in 2025, following the\n\ndecision to discontinue the NeuMoDx portfolio as discussed in Note 6\n\n\"Restructuring.\"\n\nWe believe our existing production and distribution facilities can support\n\nanticipated production needs for the next 36 months. Our production and\n\nmanufacturing operations are subject to various federal, state and local laws\n\nand regulations, including environmental regulations. We do not believe we\n\nhave any material issues relating to these laws and regulations.\n\nEmployees\n\nAs a company headquartered in the European Union (EU), we recognize\n\nfreedom of association and collective bargaining as fundamental to\n\nmaintaining a positive relationship between management and employee\n\nrepresentatives. A significant portion of our workforce is employed in\n\nOrganization for Security and Co-operation in Europe (OSCE) member states,\n\nand we comply with all applicable labor laws in every region where we\n\noperate. Management values its relationships with regional labor unions and\n\nemployees, and considers them to be positive.\n\nWe are committed to respecting and promoting human rights, as outlined in our\n\nHuman Rights Policy, available on our website at www.qiagen.com. This\n\npolicy is communicated globally via our Company intranet and provided to all\n\nnew employees. We foster an open-door workplace culture where employees\n\ncan freely raise concerns with management or Human Resources without fear of\n\nretaliation. Our policy explicitly ensures that employees may discuss working\n\nconditions openly without risk of reprisal, intimidation or harassment.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 24\n\nOperating Environment\n\nThe following tables provide information on the number of employees by\n\ngeographical region and main category of activity as of December 31, 2025,\n\n2024 and 2023:\n\nEmployees by region\n\n2025\n\n2024\n\n2023\n\nAmericas\n\n1,210\n\n1,252\n\n1,329\n\nEurope, Middle East &\n\nAfrica\n\n3,318\n\n3,352\n\n3,453\n\nAsia Pacific, Japan and\n\nRest of World\n\n1,126\n\n1,161\n\n1,185\n\nTotal\n\n5,654\n\n5,765\n\n5,967\n\nEmployees by function\n\n2025\n\n2024\n\n2023\n\nProduction\n\n27%\n\n28%\n\n28%\n\nResearch & Development\n\n17%\n\n18%\n\n18%\n\nSales\n\n38%\n\n37%\n\n37%\n\nMarketing\n\n6%\n\n6%\n\n6%\n\nAdministration\n\n12%\n\n11%\n\n11%\n\nTotal\n\n100%\n\n100%\n\n100%\n\nDepending on local laws and customs, there are different types of employment\n\nranging from long-term fixed contracts to temporary positions, along with\n\nflexible time and programs for employees returning to work after parental\n\nleave. In 2025, temporary employees with a fixed-term work contract\n\nrepresented 5.7%.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 25\n\nRisks and Risk Management\n\nRisk management\n\nOur Approach\n\nOur risk management approach is built on four key principles:\n\n(1)Active involvement of the Supervisory Board and senior management\n\n(2)Comprehensive policies and procedures\n\n(3)Robust risk monitoring, management and information systems\n\n(4)Effective internal controls\n\nGovernance and oversight\n\nQIAGEN is managed by a Managing Board and an independent Supervisory\n\nBoard, both appointed at the Annual General Meeting of Shareholders. The\n\nManaging Board oversees our risk management system, developing and\n\nimplementing strategies, controls and mitigation measures to identify and\n\nmanage current and emerging risks. These risk management policies are\n\nembedded in our corporate governance framework, code of ethics and\n\nfinancial reporting controls. Dedicated functional experts continuously evaluate\n\nand address business risks.\n\nRole\n\nResponsibility\n\nAudit Committee\n\nof the\n\nSupervisory\n\nBoard\n\nThe Audit Committee of the Supervisory Board oversees the effectiveness\n\nof the Company’s risk management and internal control systems,\n\nregularly reviews and discusses key risks, the overall risk profile, and\n\nemerging threats, and evaluates the adequacy of internal controls\n\nrelated to financial reporting, compliance, and operational risks to\n\nensure robust governance and organizational resilience.\n\nManaging Board\n\nThe Managing Board provides strategic oversight and governance to\n\nensure that risk management is fully embedded into QIAGEN’s\n\nlong‑term objectives and organizational structures, regularly reviewing\n\nprincipal risks, internal controls, and regulatory compliance while\n\noverseeing the effectiveness of the risk management system (RMS); it\n\nalso ensures accurate and transparent external risk disclosures and\n\nsupports senior management in sustaining a strong, organization‑wide\n\nrisk culture. \n\nExecutive\n\nCommittee\n\nThe Executive Committee approves and aligns the ERM and RMS\n\nframeworks with QIAGEN’s strategic objectives, promotes a strong\n\nrisk‑aware culture, conducts quarterly reviews of key risks and\n\nopportunities, ensures effective governance and resources for risk\n\nmanagement, and continuously monitors and improves the\n\norganization’s risk culture.\n\nEnterprise Risk\n\nManagement\n\n(ERM)\n\nThe Enterprise Risk Management function develops, implements, and\n\ncontinually enhances the ERM framework and processes while\n\ncoordinating risk management activities across the organization; guides\n\nand supports Risk Owners in identifying, assessing, and reporting risks;\n\nprepares and delivers risk reports to the Executive Committee and\n\nexternal stakeholders; monitors key risks and opportunities through\n\nworkshops and assessments; and serves as the primary contact for\n\nexternal audits and regulatory reporting.\n\nRisk Owners\n\nRisk Owners identify, assess, and report risks and opportunities within\n\ntheir responsibility, decide and implement appropriate risk response\n\nstrategies, continuously monitor risk progression and the effectiveness of\n\nmitigation measures, escalate risks to the ERM team when they cannot\n\nbe adequately mitigated, and maintain the risk register by updating\n\nentries and providing incident or ad‑hoc reports as necessary. \n\nEmployees\n\nEmployees are expected to understand and manage the risks relevant to\n\ntheir roles, follow all established risk management policies and\n\nprocedures, and actively contribute to a risk‑aware culture through their\n\neveryday actions and decision‑making. \n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 26\n\nRisks and Risk Management\n\nQIAGEN Enterprise Risk Management framework\n\nThe risk management framework at QIAGEN is built on the internationally\n\nrecognized standard ISO 31000, integrating risk management into every\n\naspect of the organization’s purpose, governance, strategy and operations. The\n\nERM policy establishes a structured approach for identifying, assessing, and\n\nresponding to key risks and opportunities that could impact the ability of\n\nQIAGEN to achieve its objectives. This framework defines clear roles and\n\nresponsibilities—spanning the Managing Board, Executive Committee, ERM\n\nfunction, Risk Owners, and the Audit Committee of the Supervisory Board—and\n\nsets out principles for risk appetite, tolerance thresholds, and risk profile\n\nmonitoring. The ERM cycle is continuous and iterative, aligning risk\n\nmanagement activities with strategic planning, financial cycles and operational\n\ndecision-making. Key risks are reviewed at least quarterly, with ad-hoc\n\nassessments triggered by significant internal or external events, ensuring that\n\nrisk management remains dynamic and responsive to change. The policy\n\ngoverning the risk management system (RMS) further details how risk is\n\nmanaged through the Three Lines Model, which delineates accountability\n\nacross operational management, risk oversight and internal audit. The RMS\n\nprovides a comprehensive process for risk identification, analysis, evaluation,\n\nresponse and monitoring, supported by tools such as the Risk Universe and Risk\n\nRegister. Risks are assessed using top-down and bottom-up approaches, with\n\nprioritization based on likelihood, impact and alignment with QIAGEN’s risk\n\nappetite. The framework emphasizes a robust risk culture, transparency, and\n\ncollaboration, ensuring that risk management is a shared responsibility and\n\nembedded in daily business activities. Regular reviews and continuous\n\nimprovement of the ERM and RMS frameworks ensure that QIAGEN remains\n\nresilient, compliant, and well-positioned to capitalize on opportunities while\n\nmitigating threats.\n\nRisk classification and assessment\n\nWe categorize risks into five main types:\n\n•Strategic risk – refers to the potential for losses due to a failed business\n\nstrategy, planning or decision-making. It is associated with the overall future\n\nbusiness plans and strategy of a company, including mergers and\n\nacquisitions, management of external network/partnerships or changes in\n\nmanagement.\n\n•Operational risk – is defined as the risk of loss resulting from inadequate\n\nor defective systems and internal processes, from human or technical failure\n\nand from damage to physical assets.\n\n•Compliance risk – refers to the potential for legal penalties, financial\n\nforfeiture, and damage to reputation that a company could face as a result\n\nof failing to comply with laws, regulations, industry standards or codes of\n\nconduct applicable to its business activities.\n\n•Financial risk – refers to the possibility of a company experiencing\n\nfinancial losses due to changes on the financial market or wrong/insufficient\n\nfinancial structure management.\n\n•External risk – refers to the potential threats or uncertainties that originate\n\noutside of a company's control and can negatively impact its operations,\n\nperformance, or profitability. These risks arise from the organization's\n\ninteractions with the natural environment, society and regulatory frameworks,\n\nand they can affect the long-term sustainability of the business.\n\nAll risks are assessed based on their likelihood and potential impact on our\n\nability to achieve business objectives. The goal is to identify risks that could\n\nmaterially threaten our success and to implement timely mitigation actions.\n\nInternal controls and compliance\n\nOur corporate governance framework defines the roles of the Managing Board,\n\nSupervisory Board and Audit Committee, as detailed under [Corporate](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Governance](#i3aa25a95177c463e85a564d4fb90a601_103). We maintain internal controls to ensure the integrity of financial\n\nreporting, further described in [Controls and Procedures](#i5ba1f6694f5242d4ac0872d401b44347_4526).\n\nAdditionally, our Compliance Committee, composed of senior executives from\n\nmultiple functions, oversees compliance with legal and regulatory requirements\n\nand ensures adherence to corporate policies, including our Code of Conduct\n\nand Ethics as described in the Corporate Governance section of this annual\n\nreport.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 27\n\nRisks and Risk Management\n\nRisk appetite\n\nRisk appetite is the amount and category of risk that QIAGEN is willing to\n\npursue or retain in the pursuit of its objectives. The risk appetite is documented\n\nin a formal statement owned by the Executive Committee, while the Managing\n\nBoard provides oversight and approval to ensure alignment with the\n\nCompany's strategic direction. This statement serves as a guiding principle for\n\nsenior management in daily decision‑making.\n\nIt defines clear parameters for acceptable and unacceptable risks, ensuring\n\nconsistent and aligned decisions across the organization, and is reviewed and\n\nupdated annually to remain aligned with strategic priorities.\n\nQIAGEN maintains a balanced risk appetite, seeking to pursue strategic\n\ngrowth opportunities while maintaining robust controls to ensure that risks are\n\nmanaged within defined tolerances and do not compromise our long-term\n\nobjectives, regulatory compliance or stakeholder trust.\n\nRisk factors\n\nOur business faces significant risks that also threaten the entire industry. Our\n\nbusiness, financial condition or results of operations could be materially and\n\nadversely affected if any of these risks occurs. In addition, risks and\n\nuncertainties that are currently unknown to QIAGEN or are considered\n\nimmaterial might affect its business, operations and financial condition. This\n\nreport also contains forward-looking statements that involve risks and\n\nuncertainties. Our actual results could differ materially and adversely from those\n\nanticipated in these forward-looking statements as a result of certain factors\n\nincluding the risks described below and elsewhere in this annual report. The\n\nrisks described below are grouped into main categories, with the risks within\n\neach category listed the significant risks. The risks mentioned reflect our risk\n\nassessment but do not imply that the Company has no other risks and cannot\n\nhave a material adverse impact on our results of operations, liquidity, or capital\n\nresources.\n\nSummary of risk factors\n\nQIAGEN operates in a complex and evolving global environment that presents\n\na broad range of strategic, operational, financial, compliance and external\n\nrisks which could, individually or collectively, affect the achievement of its\n\nstrategic objectives, financial condition or long‑term sustainability. We maintain\n\na structured enterprise risk management framework designed to identify, assess,\n\nand manage these risks; however, no assurance can be given that all risks can\n\nbe fully anticipated or mitigated.\n\nStrategic risks arise from the need to continuously align our strategy with\n\nrapidly changing market conditions, technological developments and\n\nstakeholder expectations. This includes the effective integration of\n\nenvironmental, social and governance considerations into decision‑making, the\n\nsuccessful development and commercialization of innovative products and the\n\nability to respond to competitive pressures and disruptive technologies. Our\n\nbroad presence in global markets and the execution and integration of\n\nacquisitions may expose us to additional economic, political and regulatory\n\nuncertainties, potentially affecting anticipated benefits and growth trajectories.\n\nOperational risks relate to the complexity of the Company’s global operations\n\nand reliance on people, systems, suppliers, and partners. The loss of key\n\npersonnel, disruptions to manufacturing or supply chains, or insufficient\n\nresilience could adversely impact operational performance. Increased reliance\n\non digital platforms, data, and advanced technologies, including artificial\n\nintelligence, may introduce ethical, security and governance challenges. Cyber\n\nsecurity incidents, system outages or failures to adequately protect sensitive\n\ninformation could result in operational disruption, regulatory scrutiny or\n\nreputational harm.\n\nCompliance risks stem from operating in a highly regulated environment across\n\nmultiple jurisdictions. We are subject to evolving legal and regulatory\n\nrequirements related to product approvals, quality standards, data protection,\n\nanti‑bribery and anti‑corruption laws, intellectual property, environmental\n\nregulations and supply‑chain due‑diligence obligations. Failure to comply with\n\nthese requirements, or delays in adapting to regulatory changes, could result in\n\nfines, litigation, restrictions on market access, or damage to our reputation.\n\nFinancial risks include exposure to changes in tax laws and interpretations,\n\nglobal minimum tax regimes, foreign exchange fluctuations and the potential\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 28\n\nRisks and Risk Management\n\nimpairment of goodwill and intangible assets. Our capital structure and debt\n\nobligations may limit financial flexibility, while future capital requirements may\n\ndepend on market conditions and access to funding on acceptable terms.\n\nVariability in customer purchasing patterns and reimbursement environments\n\nmay also affect forecasting accuracy and financial performance.\n\nExternal risks arise from factors largely beyond the Company’s control,\n\nincluding global economic uncertainty, inflationary pressures, interest rate\n\nmovements, geopolitical conflicts, trade restrictions and changes in public\n\nfunding or reimbursement policies. These factors may influence customer\n\ndemand, supply‑chain stability, cost structures and market access. In addition,\n\nevolving stakeholder expectations related to sustainability and corporate\n\nresponsibility may affect competitiveness, reputation and long‑term value\n\ncreation.\n\nWhile we actively monitor and manage these risks within our defined risk\n\nappetite, the realization of any of these uncertainties could materially and\n\nadversely affect our business, financial condition, results of operations or\n\nstrategic objectives.\n\nStrategic risks\n\nOur presence in potential high-growth markets exposes us to economic, political\n\nand regulatory risks.\n\nIn markets emerging across the Middle East and Asia, we may face heightened\n\nrisks compared to regions where we have an established presence. These risks\n\ninclude:\n\n•Economic volatility, particularly in markets reliant on a limited range of\n\nindustries;\n\n•Weak legal systems, which may hinder contract enforcement and intellectual\n\nproperty protection;\n\n•Government instability, policy changes and privatization efforts that could\n\nimpact operations;\n\n•Foreign exchange controls that may restrict the movement of funds; and\n\n•Abrupt changes in customs and tax regulations, affecting product movement\n\nand financial performance.\n\nAdditionally, conducting business across multiple jurisdictions—such as moving\n\nproducts between countries or providing services from subsidiaries abroad—\n\nincreases exposure to regulatory shifts and compliance challenges. These\n\nfactors could negatively impact our operations and financial results.\n\nEmerging competitors and rapid technological advances in diagnostics, combined\n\nwith regulatory hurdles, threaten the market position, profitability and growth\n\nprospects of our diagnostic and syndromic testing products. \n\nThe competitive landscape for our diagnostic portfolio, including\n\nQuantiFERON, QIAcuity and QIAstat-Dx, is evolving rapidly. Competitors may\n\nintroduce new technologies, expand strategic partnerships or obtain regulatory\n\napprovals earlier than anticipated, which could adversely impact adoption of\n\nour products, limit market share expansion or render certain offerings less\n\ncompetitive. For example, announcements by major industry participants\n\nregarding advancements in latent tuberculosis testing, as well as new point of\n\ncare syndromic testing platforms introduced in key markets, illustrate the pace\n\nat which competitive dynamics can shift. These developments highlight that the\n\nabsence of clear current regulatory or clinical progress from competitors does\n\nnot eliminate the risk of future market disruptions.\n\nAdditionally, new instruments and assay systems brought to market by\n\ncompetitors may target both established and emerging market segments,\n\npotentially outpacing the capabilities of our current technologies. Competitor\n\nexpansion into the U.S., Europe, Japan and other regions—coupled with\n\nevolving trade policies, including U.S. tariffs—may create pricing pressures,\n\ninfluence customer purchasing behavior or challenge our ability to match\n\nproduct breadth and performance.\n\nRegulatory requirements further contribute to this risk. The need to secure timely\n\napprovals for new assays or platform enhancements may delay our product\n\nlaunches, limit our ability to respond to market shifts, or hinder execution of our\n\ngrowth strategies. If we do not meet development timelines or effectively\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 29\n\nRisks and Risk Management\n\nnavigate regulatory pathways, we may be unable to achieve anticipated\n\nrevenue targets or capitalize on market opportunities.\n\nIf we fail to keep pace with technological innovation, respond to competitive\n\npressures or obtain required regulatory clearances in a timely manner, our\n\nmarket position could weaken, our profitability could be adversely impacted\n\nand our ability to achieve planned growth—particularly in high growth\n\ndiagnostic segments—could be materially and negatively affected. \n\nChallenges in managing growth and acquisition integration may limit expected\n\nbenefits and adversely impact our performance.\n\nWe have grown significantly in recent years, with total net sales increasing\n\nfrom $1.87 billion in 2020 to $2.09 billion in 2025. This growth has been\n\ndriven by both organic expansion and strategic acquisitions, including the\n\n2025 acquisitions of Parse Biosciences, Inc. and Genoox. We might continue\n\nacquiring businesses that align with our Sample to Insight strategy in molecular\n\nresearch and clinical testing. However, successful integration of acquisitions\n\nrequires significant resources, coordination and expense.\n\nOur ability to manage ongoing growth and execute on expansion initiatives is\n\nsubject to risks, and the outcomes may not achieve the anticipated benefits or\n\nalign with evolving operational, financial or strategic expectations. As we\n\ncontinue to broaden our activities and pursue opportunities to strengthen our\n\nportfolio—including through the acquisition of complementary businesses—we\n\nmay be required to adapt our internal processes, systems and organizational\n\nstructures to support a larger and more complex operating model. These efforts\n\nmay place increasing demands on management attention and require\n\nsignificant capital and human resources.\n\nThe successful integration of acquired businesses, technologies and personnel\n\nremains inherently uncertain. Expansion activities may expose us to challenges\n\nrelated to aligning operations, maintaining consistent standards, integrating\n\nsystems and processes, and retaining key talent. Acquisitions can also introduce\n\nadditional regulatory, commercial and financial considerations, including\n\npotential liabilities, shifting market dynamics or delays in realizing intended\n\nsynergies. Performance may also depend on external parties, such as suppliers,\n\npartners or acquired teams, whose activities we do not fully control.\n\nAs we grow, we may need to expand or enhance our operational and financial\n\ncontrol frameworks to ensure continued reliability, consistency and compliance\n\nacross a broader footprint. In some cases, implementation of new systems or\n\nscaling of existing capabilities may temporarily disrupt operations or increase\n\ncosts. Divergent stakeholder expectations regarding the pace and direction of\n\nexpansion may also lead to reputational risks if outcomes are perceived as\n\ninsufficient or misaligned.\n\nFailure to effectively manage growth or integrate acquisitions could result in\n\noperational inefficiencies, delays in execution, increased expenses, or\n\nchallenges in maintaining expected performance levels. In certain\n\ncircumstances, these developments may also affect our financial condition,\n\nreputation or ability to achieve long‑term strategic objectives.\n\nWe rely on collaborative commercial relationships to develop and/or market\n\nsome of our products.\n\nWe rely on a variety of external partners to develop, commercialize, and\n\ndistribute certain products. These collaborations—whether with academic\n\ninstitutions, pharmaceutical and biotechnology companies, or regional\n\ncommercial partners—support key parts of our portfolio but also introduce\n\nuncertainty. Outcomes depend on the priorities, performance and long‑term\n\ncommitment of these partners, and in some cases on clinical, regulatory or\n\nmarket factors outside our direct control.\n\nCompanion diagnostic programs, joint development efforts and\n\ndistributor‑based marketing arrangements may be affected by shifting partner\n\nstrategies, misalignment of objectives, limited visibility into local markets, or\n\ncompeting activities. Our ability to expand or maintain market access in certain\n\nregions similarly depends on the effectiveness and reliability of external parties.\n\nIn general, the success of these collaborative relationships influences\n\ndevelopment timelines, market penetration and commercial performance, and\n\nany disruption or change in partner engagement could affect our business.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 30\n\nRisks and Risk Management\n\nOur ability to sustain growth relies on the timely development, introduction and\n\nmarket acceptance of innovative products.\n\nThe molecular research and testing markets are characterized by rapid\n\ntechnological advancements and frequent new product introductions. To remain\n\ncompetitive, we must continuously develop products that keep pace with\n\nevolving customer needs, regulatory expectations and scientific trends. Delays\n\nin product development, regulatory approvals or market adoption—such as\n\ndelays in clinical evidence generation, changing regulatory requirements or\n\nextended development cycles—could result in loss of market share that may be\n\ndifficult to recover.\n\nSeveral factors influence market acceptance of new products, including:\n\n•availability, quality and pricing relative to competing offerings;\n\n•timing of launch versus alternative technologies;\n\n•perceived utility, performance data and supporting research;\n\n•regulatory approvals, compliance status and evolving standards; and\n\n•shifts in industry needs across Life Sciences, applied markets and molecular\n\ndiagnostics.\n\nWe are making significant investments in intellectual property, software and\n\nmanufacturing capacity to support new automation platforms such as\n\nQIAstat‑Dx and QIAcuity. These platforms follow a razor-razorblade model in\n\nwhich the value of the instruments depends heavily on the timely expansion of\n\nassay menus, availability of new test panels and the ability to scale production.\n\nDelays in menu expansion, challenges in lifecycle management or production\n\ncapacity constraints may slow platform adoption and reduce expected\n\nconsumables demand.\n\nAdvancements in artificial intelligence—including AI‑driven bioinformatics,\n\nautomated interpretation tools and competitive AI‑curated data platforms—may\n\naccelerate innovation cycles and shift customer expectations. If we are unable\n\nto integrate or adapt to such emerging technologies, or if competitors adopt\n\nthem more effectively, our competitive position and long‑term growth prospects\n\ncould be adversely affected.\n\nSlower‑than‑expected customer uptake of new systems may negatively impact\n\ninstrument and consumables sales, compress margins, and weaken our market\n\nposition. Higher fixed development and manufacturing costs may exert pressure\n\non gross margins and operating income until sufficient market traction is\n\nachieved. In addition, production constraints, yield variability or delays in\n\nscaling manufacturing capacity could limit availability of new products and\n\nimpair commercial performance.\n\nIf we fail to keep pace with innovation, address market demands, expand\n\nproduct menus, or successfully scale production, our business, financial\n\ncondition and growth prospects could be materially impacted.\n\nInsufficient ESG integration combined with environmental and circular‑economy\n\ncompliance shortcomings may adversely affect our operations and reputation.\n\nOur efforts relating to environmental, social and governance (ESG) matters are\n\nsubject to risks, and the outcomes may not achieve the anticipated benefits or\n\nalign with evolving regulations and stakeholders’ expectations.\n\nSustainability‑related standards, disclosure requirements and evaluation criteria\n\ncontinue to shift rapidly across jurisdictions, and we may be required to adjust\n\nour practices, reporting processes and internal governance mechanisms in\n\nresponse to emerging rules or divergent stakeholder views. As expectations\n\ndevelop, including those connected to environmental performance, resource\n\nefficiency and circular‑economy principles, we may need to expand our\n\nreporting capabilities or adopt new operational approaches, which could\n\nrequire significant management focus and the allocation of additional\n\nresources.\n\nPerformance against our sustainability metrics may also depend on third\n\nparties, such as suppliers or external service providers, whose practices we do\n\nnot fully control. This reliance increases the risk that inconsistencies in external\n\ndata, varying levels of maturity across supply chains, or limitations in oversight\n\ncould affect perceived or actual ESG performance and influence stakeholder\n\nconfidence. In certain instances, reporting obligations may require disclosures\n\nthat could negatively affect external perceptions of our activities or expose us to\n\nscrutiny.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 31\n\nRisks and Risk Management\n\nIn addition, our operations—and those of our partners—are subject to an\n\nevolving set of environmental, health and safety laws. Failure to comply with\n\nthese requirements, or delays in adapting to new regulations, could result in\n\nfines, penalties, or other enforcement actions. We may also face environmental\n\nliabilities inherent to our activities or those of our manufacturing partners,\n\nincluding obligations related to remediation or the handling of regulated\n\nmaterials. As these regulatory frameworks become more stringent, we may be\n\nrequired to incur substantial expenses to meet compliance expectations, which\n\ncould disrupt operations or affect our financial performance.\n\nTaken together, increasing regulatory complexity, shifting stakeholder\n\nexpectations and potential environmental compliance obligations may heighten\n\nour exposure to operational, financial and reputational risks.\n\nOperational risks\n\nThe unplanned departure of critical personnel could disrupt business continuity,\n\ndelay projects and change recruitment plans.\n\nOur ability to operate effectively depends on the retention of key personnel who\n\npossess strategic, operational, technical or regulatory expertise that is essential\n\nto our success. These individuals include senior leadership, functional heads\n\nand subject matter experts across the Company. The loss of any of these\n\nemployees could disrupt business sustainability, delay decision-making\n\nprocesses, or impede the execution of core initiatives. If we are unable to retain\n\nor adequately replace such personnel, we may experience the loss of\n\nintellectual capital, institutional knowledge and strategic relationships that are\n\ncritical to ongoing projects and regulatory or market commitments.\n\nThe departure of key personnel could delay regulatory filings, product\n\ndevelopment activities or market expansion efforts, and may reduce credibility\n\nwith customers, partners, or regulators. Reliance on interim leadership, external\n\nconsultants or accelerated recruitment efforts could increase operating costs and\n\nintroduce operational inefficiencies. If successors do not possess requisite skills,\n\nexperience or influence, our ability to execute our strategic priorities could be\n\nimpaired. Any of these developments could materially and adversely affect our\n\nbusiness, financial condition and results of operations.\n\nIn November 2025, we announced that Thierry Bernard will step down as\n\nChief Executive Officer and Managing Director once a successor is appointed.\n\nFollowing the announcement of Mr. Bernard's departure and prior to the\n\nappointment of a successor, uncertainty regarding future leadership may create\n\ndistraction, affect employee morale and retention, delay decision-making, and\n\ndisrupt execution. We may experience adverse effects on our business if we are\n\nunable to identify a suitable successor. Even after a successor is appointed, the\n\ntransition of leadership responsibilities and the successor’s integration into our\n\nbusiness, operations, and stakeholder relationships may result in disruption,\n\nreduced effectiveness, or delays in the execution of our strategic and\n\noperational priorities.\n\nInadequate sustainable operations and resilience planning may expose us to\n\nprolonged outages, data loss, and regulatory penalties.\n\nIf elements of this framework are not fully aligned, consistently implemented or\n\nperiodically updated across the organization, resilience efforts may vary\n\nbetween locations or functions. In such circumstances, assessments of critical\n\nprocesses and dependencies may not always reflect evolving operational\n\nneeds, and recovery priorities may not be optimized for all potential scenarios.\n\nTesting, review, and validation activities contribute to strengthening\n\npreparedness. However, if these activities do not occur with sufficient\n\nfrequency, scope or coordination—or if evolving business priorities limit\n\nparticipation—certain aspects of our resilience, posture may not be fully\n\nevaluated under real-world conditions.\n\nShould gaps in governance, assurance or coverage arise, disruptive events\n\nsuch as supply chain interruptions, facility outages, system incidents or broader\n\ncrises could challenge our ability to maintain normal operations. We may\n\nexperience delays in certain activities, temporary interruptions to business\n\nprocesses, or increased operational complexity. These circumstances could\n\naffect our ability to meet some external commitments, result in higher operating\n\ncosts, or lead to reputational impacts with customers, partners or other\n\nstakeholders. Given the global nature of our operations and exposure to\n\nmacroeconomic, geopolitical and operational uncertainties, such developments\n\ncould adversely affect our business, financial condition, or results of operations.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 32\n\nRisks and Risk Management\n\nIncreasing customer demands for cost reductions and purchasing efficiencies may\n\nrestrict our pricing flexibility and affect our business.\n\nMany customers are consolidating suppliers and negotiating bulk purchasing\n\nagreements to lower costs, often through large distributors that secure\n\ndiscounted pricing and direct purchasing control. To maintain access to these\n\ncustomers, we may be required to offer lower prices to distributors, reducing\n\nour margins.\n\nAdditionally, large customers, including the U.S. federal government, may seek\n\nspecial pricing arrangements, such as blanket purchase agreements, further\n\nlimiting pricing flexibility.\n\nFor some customers, we have facilitated sales through distributors and value-\n\nadded partners at their request. If sales through intermediaries increase, our\n\ngross profit and overall financial performance could be adversely impacted.\n\nExpanding supply‑chain due‑diligence and reporting obligations, combined with\n\npotential shortages, cost increases and logistics disruptions, may materially impact\n\nour business performance.\n\nOur business relies on a global supply chain that is increasingly affected by\n\nevolving regulatory, operational and market‑driven risks, and outcomes may\n\nnot achieve the anticipated benefits or align with emerging expectations.\n\nExpanding due‑diligence and transparency requirements—such as the German\n\nSupply Chain Act, U.S. conflict‑minerals reporting rules, and proposed EU‑wide\n\nframeworks like the Corporate Sustainability Due Diligence Directive—are\n\nreshaping obligations across jurisdictions and may require enhanced supplier\n\noversight, deeper visibility into upstream tiers, and more comprehensive\n\ndocumentation. Meeting these expectations may increase administrative effort,\n\nnecessitate updates to contractual terms, or require additional investment in\n\nreporting capabilities.\n\nAt the same time, our operations depend on the availability, quality and\n\ncontinuity of materials, components and logistics services sourced from a\n\ndiverse supplier base, including certain limited‑ or single‑source providers for\n\nkey raw materials such as specialized plastics, biological components and\n\nchemicals. Vulnerabilities in supplier resilience—particularly among second‑\n\nand third‑tier upstream partners or suppliers operating in high‑risk or\n\ncapacity‑constrained regions—may heighten the likelihood of disruptions,\n\nrequalification needs or accelerated alternative sourcing efforts. Insufficient\n\ncontractual governance, including agreements that do not fully mandate\n\ncontinuity assurances, regulatory compliance or protection of intellectual\n\nproperty, may further constrain our ability to enforce standards or ensure\n\nsupply‑chain reliability.\n\nBroader macroeconomic and geopolitical factors—including inflationary\n\npressures, trade restrictions, regional instability or global logistics constraints—\n\nmay contribute to fluctuating costs, extended lead times or reduced supplier\n\nreliability. Variability in supplier maturity, documentation practices or\n\ncompliance readiness may also create challenges in meeting regulatory or\n\ncustomer expectations. Failure by us or our suppliers to comply with emerging\n\nsupply‑chain regulations or due‑diligence standards could result in enforcement\n\nactions, limitations on market access, increased operational costs or\n\nreputational impacts.\n\nIf we are unable to effectively navigate these regulatory developments or\n\nmitigate supplier‑related, logistical or resource‑driven pressures, our operations,\n\ncommercial performance and stakeholder relationships could be adversely\n\naffected. Collectively, these factors may influence our ability to maintain\n\ncontinuity across the value chain and meet broader strategic objectives.\n\nWe rely on up-to-date systems and strong processes to meet evolving cyber laws,\n\nstrong cyber security governance and standards, if our cyber security governance,\n\ndata‑security practices or critical systems fail to keep pace with evolving\n\nrequirements, we may face unauthorized access, operational disruptions, fines\n\nand reputational harm.\n\nWe rely on an interconnected digital environment—including internal systems,\n\ncloud platforms, third‑party and vendor‑hosted services, and AI‑enabled tools—\n\nto support operations and safeguard sensitive information. As the threat\n\nlandscape grows in sophistication and ecosystems become more complex, we\n\nmay face risks related to unauthorized access, loss or alteration of data,\n\ndisruption of critical services, or inconsistent application of security and privacy\n\npractices across environments we manage and those managed by others. The\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 33\n\nRisks and Risk Management\n\npace of technology change—combined with legacy constraints, supplier\n\ndependencies, and limited transparency into how external or AI‑driven\n\ncomponents are configured, trained, or controlled—may at times exceed the\n\nmaturity of our governance processes and make it challenging to uniformly\n\nmonitor or validate performance, data provenance, and protective controls.\n\nIn parallel, privacy, cyber security and digital‑compliance expectations\n\ncontinue to evolve across jurisdictions and sectors. Meeting these requirements\n\nmay require additional documentation, testing, model/algorithm validation,\n\nand reporting, as well as periodic updates to systems and processes. Delays or\n\ngaps in adapting to new or emerging standards, or weaknesses in control\n\ndesign or execution, could increase the likelihood of incidents or\n\nnon‑compliance. If such events occur—whether due to external attack (including\n\nincreasingly sophisticated or state‑sponsored actors), third‑party or\n\nsupply‑chain issues, inadvertent human actions, or technical failures—we could\n\nexperience service interruptions, constraints on data access or transfer,\n\nincreased remediation and investigative effort, or scrutiny from customers,\n\npartners and regulators. In certain circumstances, these developments may\n\nresult in financial or operational consequences, contractual exposure,\n\nenforcement actions or reputational impacts.\n\nWhile we continue to invest in security capabilities, awareness, and oversight,\n\nresidual risk remains. Collectively, these factors could adversely affect our\n\noperations, compliance posture, financial condition, stakeholder confidence, or\n\nability to meet broader strategic objectives.\n\nWe depend on artificial intelligence (AI) systems to support key business activities;\n\ntherefore, we may be affected by ethical, security, and operational failures that\n\nexpose us to new risks.\n\nWe increasingly rely on AI–enabled systems across our operations, digital\n\nplatforms and decision‑support processes, which may expose us to a range of\n\nethical, regulatory, security and operational risks. As AI technologies continue\n\nto evolve rapidly, their capabilities, limitations and long‑term implications\n\nremain only partially understood. The development, deployment and use of AI\n\nmay therefore introduce uncertainties that could affect the reliability of our\n\nprocesses, the quality of our outputs, or the effectiveness of business activities\n\nthat depend on these tools.\n\nBecause AI capabilities are embedded to varying degrees within internally\n\ndeveloped systems as well as cloud‑based or vendor‑hosted solutions, we may\n\nbe exposed to risks arising from limited transparency into how underlying\n\nmodels are trained, the types of data used, or the safeguards implemented by\n\nthird‑party providers. Flawed, biased or incomplete model outputs—or\n\npremature reliance on insufficiently validated AI functionality—could influence\n\ndecision‑making, impede product development activities, delay new offerings\n\nor otherwise affect operational performance. These challenges may also create\n\nreputational or competitive harm if stakeholders perceive our use of AI as\n\nunreliable, inappropriate or inconsistent with emerging sector expectations.\n\nAI adoption may amplify existing cyber security and data protection risks. As\n\nsystems process larger data volumes, integrate cloud services or automate\n\ncomplex workflows, vulnerabilities may arise that increase exposure to\n\nunauthorized access, misuse of confidential information or inadvertent\n\ndisclosure of sensitive or personal data. Weaknesses in AI‑enhanced tools—\n\nwhether due to configuration errors, model failures or malicious exploitation—\n\nmay result in operational disruption, financial loss, regulatory scrutiny or legal\n\nliability.\n\nThe regulatory landscape for AI is still developing, and new or forthcoming\n\nrequirements may impose additional obligations related to data provenance,\n\ntransparency, accountability, intellectual property, accuracy, safety or human\n\noversight. Compliance with rapidly evolving standards may require additional\n\ndocumentation, validation, testing or governance controls, and could increase\n\noperational complexity or limit how we deploy certain AI‑based capabilities.\n\nFailure to meet these expectations may lead to legal penalties, heightened\n\nsupervisory attention or reputational harm.\n\nIn addition, divergent stakeholder views on responsible AI use may increase\n\nscrutiny of how AI‑supported processes are designed, monitored and governed.\n\nDemonstrating appropriate oversight, ensuring explainability of outputs, or\n\naddressing bias‑related concerns may be challenging, particularly where AI\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 34\n\nRisks and Risk Management\n\ncomponents are embedded deep within broader systems. The novelty of AI\n\ntechnologies may also expose us to risks that are not yet foreseeable, including\n\nthose related to competitive dynamics, intellectual property protection, ethical\n\nconsiderations or unanticipated regulatory developments.\n\nIf we are unable to effectively manage these risks—such as ensuring adequate\n\nmodel performance, maintaining robust governance and security controls,\n\nadapting to evolving legal frameworks or meeting stakeholder expectations—\n\nour operational resilience, compliance posture, financial performance or\n\nreputation may be adversely affected.\n\nCompliance risks\n\nEvolving global data‑protection and privacy requirements may expose us to legal,\n\noperational, and reputational risks if we are unable to consistently meet stringent\n\nobligations across our clinical, commercial, marketing, and genetic‑data activities.\n\nQIAGEN is exposed to an increasingly complex landscape of global\n\ndata‑protection and privacy requirements that govern how personal, customer,\n\nclinical‑study and genetic information is collected, processed, stored and used\n\nacross our operations. These regulatory frameworks—including the General\n\nData Protection Regulation (GDPR), China’s Health and Medical Research\n\nEthics Committee (HGRAC) guidelines for clinical‑study data, regional privacy\n\nlaws in EMEA and APEC, and evolving standards governing sensitive\n\ngenetic‑data environments—continue to expand in scope and enforcement\n\nintensity. As our activities involve handling significant volumes of personal and,\n\nin some cases, highly sensitive information across diverse functions, any\n\nshortcomings in our data‑governance practices could expose us to legal,\n\noperational, and reputational risks.   \n\nData‑privacy exposure arises in multiple parts of our business. Within\n\nclinical‑research settings, our data‑management processes must conform to\n\nstringent obligations for handling personally identifiable information from study\n\nparticipants, and non‑compliance with these rules—including those under GDPR\n\nand HGRAC—could lead to sanctions, delays, or limits on the conduct of\n\nstudies. In our commercial operations in EMEA the U.S. and APEC, the\n\ncollection, storage, and use of customer data remain subject to strict regulatory\n\nrequirements, and risks may arise if security measures or employee training do\n\nnot uniformly meet the standards required to prevent unauthorized access or\n\ninadvertent disclosure. Our marketing activities introduce further exposure when\n\nexternal data sets or purchased contact lists are used to expand our customer\n\nbase; ensuring that these data sources are compliant with the GDPR, CCPA or\n\nother regional laws requires verification processes that, if not rigorously\n\nexecuted, could result in unlawful processing, regulatory action or invalidation\n\nof campaign efforts.    \n\nCertain business processes carry heightened privacy considerations. In our\n\nHuman Identification Devices (HID) business, the GEDmatch platform processes\n\nraw genetic data, creating additional legal exposure if platform practices, user\n\nexpectations, consent structures or data‑sharing rights diverge from evolving\n\nprivacy requirements.  \n\nIf despite our controls we fail to comply with applicable data‑protection laws or\n\nare perceived to have mishandled personal, customer, clinical‑study or genetic\n\ninformation, we could face class action law suits, substantial fines, mandatory\n\ncorrective actions, investigations, restrictions on data use and obligations to\n\nmodify or suspend certain activities. In addition, any breach of trust—including\n\nthrough data‑privacy incidents, regulatory findings, litigation, or gaps\n\ndiscovered during audits—could harm our reputation, weaken customer\n\nrelationships, reduce participation in genetic or clinical initiatives, and limit the\n\neffectiveness of our commercial programs.   \n\nAlthough we have implemented controls such as data‑management standard\n\noperating procedures, privacy‑governance frameworks, consent‑verification\n\nmechanisms, system filters that prevent non‑compliant marketing outreach,\n\nGDPR‑aligned event‑data processes, platform‑specific safeguards for genetic\n\ninformation, and structured incident‑response procedures, we might be exposed\n\nto potential risks. The fragmented nature of global regulations, ongoing\n\nchanges in enforcement practices, and the heightened sensitivity of certain data\n\nsets mean that we may continue to face exposure that could adversely affect\n\nour operations, financial position, or stakeholder confidence.   \n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 35\n\nRisks and Risk Management\n\nWe may be subject to costly patent litigation, intellectual property disputes or\n\nlicensing requirements that could impact our operations and financial\n\nperformance.\n\nThe biotechnology and Life Sciences industries are highly litigious regarding\n\npatents and intellectual property rights, particularly as competitors develop\n\ntechnologies based on common platforms. We are aware that third parties hold\n\npatents related to sample and assay technologies, some of which are closely\n\nrelated to those we use.\n\nFrom time to time, we receive inquiries regarding potential patent infringement.\n\nWhile we actively monitor developments and believe our technologies do not\n\ninfringe third-party rights, there is no guarantee that we will not face legal\n\nchallenges. If a dispute arises, we may be required to:\n\n•Modify or discontinue certain products or processes\n\n•Obtain costly licenses, which may not be available on favorable terms or at\n\nall\n\n•Engage in lengthy and expensive litigation to defend against infringement\n\nclaims or enforce our own patents\n\nAdditionally, proceedings before regulatory bodies such as the U.S. Patent and\n\nTrademark Office or the International Trade Commission may be necessary to\n\ndetermine the validity or scope of patents. Unfavorable rulings or settlement\n\nobligations could negatively impact our business, financial condition and\n\ncompetitive position.\n\nIntellectual property litigation can be costly and time-consuming, diverting\n\nmanagement resources and potentially leading to significant financial liabilities.\n\nAny adverse outcomes could materially affect our results of operations and\n\nmarket position.\n\nUnethical behavior and non-compliance with laws by our sales representatives,\n\nconsultants, commercial partners, distributors or employees could seriously harm\n\nour business.\n\nOur operations include doing business in countries with a history of corruption\n\nand involve transactions with foreign governments. These factors may increase\n\nthe risks associated with our international activities. We are subject to the U.S.\n\nForeign Corrupt Practices Act (FCPA), the U.K. Bribery Act and other laws that\n\nprohibit improper payments or offers of payments to foreign governments and\n\ntheir officials and political parties by business entities for the purpose of\n\nobtaining or retaining business. We have operations, agreements with third\n\nparties and sales in countries known to experience corruption. Further\n\ninternational expansion may involve increased exposure to these types of\n\npractices. Our activities in these countries and others create risks of\n\nunauthorized payments or offers of payments, non-compliance with laws or\n\nother unethical behavior by any of our employees, consultants, sales agents or\n\ndistributors, that could be in violation of various laws, including the FCPA, even\n\nthough these parties are not always subject to our control.\n\nOur policy is to implement safeguards to discourage these or other unethical\n\npractices by our employees and distributors, including online and in-person\n\nemployee trainings, periodic internal audits and standard reviews of our\n\ndistributors. However, our existing safeguards and any future improvements\n\nmay not prove to be effective, and our employees, consultants, sales agents or\n\ndistributors may engage in conduct for which we might be held responsible.\n\nViolations of the FCPA and other laws may result in criminal or civil sanctions,\n\nwhich could be severe, and we may be subject to other liabilities, which could\n\nnegatively affect our business, results of operations and financial condition.\n\nWe depend on patents and proprietary rights that may fail to protect our business.\n\nOur success depends to a large extent on our ability to develop proprietary\n\nproducts and technologies and to establish and protect our patent and\n\ntrademark rights in these products and technologies. As of December 31,\n\n2025, we owned 280 issued patents in the United States, 214 issued patents\n\nin Germany and 1,569 issued patents in other major industrialized countries. In\n\naddition, as of December 31, 2025, we had 353 pending patent applications,\n\nand we intend to file applications for additional patents as our products and\n\ntechnologies are developed.\n\nThe patent positions of technology-based companies involve complex and\n\nuncertain legal and factual questions, with laws on patent coverage and\n\nenforceability subject to change. U.S. patent applications remain secret until\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 36\n\nRisks and Risk Management\n\nissued, and scientific or patent literature publications lag behind discoveries.\n\nThus, there is no guarantee that patents will be granted from our applications\n\nor, if granted, that they will be broad enough to protect our technology. Issued\n\npatents may be challenged, invalidated or circumvented, potentially diminishing\n\nour competitive advantage and revenue as patents expire and competitors\n\ndevelop similar products.\n\nSome products use third-party licensed patents and technologies, which provide\n\ncompetitive advantages but impose commercialization and sublicensing\n\nobligations. Non-compliance could convert exclusive licenses to non-exclusive\n\nor terminate them, leading to a loss of competitive edge and revenue.\n\nWe also protect trade secrets and proprietary know-how through confidentiality\n\nagreements with employees and consultants. However, these agreements may\n\nnot offer meaningful protection or adequate remedies for unauthorized use or\n\ndisclosure, and trade secrets could become known or independently developed\n\nby competitors.\n\nCollaborations with academic researchers and institutions may result in third\n\nparties acquiring rights to inventions developed during these partnerships.\n\nObtaining regulatory approval and complying with evolving regulations is costly\n\nand time-consuming, potentially affecting our ability to commercialize products\n\nand generate sales.\n\nOperating in a highly regulated global environment exposes us to ongoing\n\nuncertainty around approvals and compliance. Regulatory expectations\n\ncontinue to shift across major markets, requiring continuous investment in\n\nproduct development, documentation, quality systems, and monitoring.\n\nChanges in regulations or interpretations may:\n\n•Slow or block product approvals or modifications\n\n•Increase compliance and operational costs\n\n•Limit or interrupt the sale of certain products\n\nMany of our key offerings fall under strict medical‑device and related\n\nregulatory frameworks. Failure to meet evolving requirements—whether in\n\nquality systems, labeling, documentation, or post‑market obligations—could\n\nresult in penalties, restrictions, or operational disruptions.\n\nAdditionally, products currently sold for research‑use‑only may become subject\n\nto new regulatory expectations, requiring additional steps before they can\n\ncontinue to be marketed.\n\nOverall, regulatory evolution remains a material factor that can affect timelines,\n\ncosts, and market access across our portfolio.\n\nOur business exposes us to potential product liability.\n\nOur product marketing and sales involve inherent product‑liability risks.\n\nAlthough we currently face no significant claims, future claims may arise,\n\nparticularly if product defects, quality issues or failures in our manufacturing\n\nand control processes result in non‑conforming products or performance\n\nconcerns. Misuse or perceived misuse of our products—including in sensitive\n\nforensic and human‑identification settings—could also lead to litigation or\n\nreputational harm.\n\nWe must comply with laws governing product safety and the handling of\n\nhazardous substances. Accidental contamination, chemical exposure or\n\ninjury‑related incidents could result in liability, regulatory action or financial\n\nimpact.\n\nFinancial risks\n\nChanges in tax laws, regulatory interpretations or reductions in government tax\n\nincentives could increase our effective tax rate, impact our financial flexibility, and\n\nadversely affect our results of operations.\n\nOur effective tax rate benefits from partially tax-exempt income through\n\nintercompany operating and financing structures as well as regional tax rate\n\nvariations across our global operations. The statutory corporate tax rate in the\n\nNetherlands is 25.8%, but income or losses in other jurisdictions may be taxed\n\nat higher or lower rates.\n\nRecent global tax reforms, including the OECD’s Pillar Two framework,\n\nintroduce a 15% global minimum tax that could significantly impact\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 37\n\nRisks and Risk Management\n\nmultinational businesses, including QIAGEN. The Netherlands has formally\n\nenacted Pillar Two legislation, with certain provisions effective January 1,\n\n2024, and others effective as of January 1, 2025. However, ongoing\n\ndiscussions among the OECD and participating countries continue to shape its\n\nimplementation, creating uncertainty regarding administrative rules and\n\ncompliance requirements.\n\nIn addition to OECD-driven changes, shifts in U.S. tax policy due to political\n\nuncertainty could lead to corporate tax rate adjustments, changes in transfer\n\npricing regulations and limitations on deductions for interest and foreign-related\n\nexpenses. These changes could increase our tax burden, affect our cash tax\n\npayments and limit our ability to repurchase common shares without incurring\n\nadverse tax consequences.\n\nFurthermore, tax authorities or regulatory bodies, such as the European\n\nCommission, may challenge our tax positions, transfer pricing arrangements or\n\ntax credit eligibility, potentially resulting in additional tax liabilities. These\n\ndevelopments could materially impact our financial results, cash flow and ability\n\nto accurately forecast tax-related expenses.\n\nOur debt obligations may impact our financial condition and flexibility.\n\nWe carry significant debt with service obligations and restrictive covenants that\n\nmay limit our financial flexibility. High indebtedness increases the risk of\n\ndefault, restricts our ability to borrow additional funds and could impact our\n\nability to generate sufficient cash flow to meet interest payments and debt\n\ncovenants. If we are unable to secure working capital, new financing or equity\n\nfunding, we may need to delay or reduce research and development\n\ninvestments.\n\nOur debt levels could:\n\n•Limit our ability to make required debt payments\n\n•Restrict access to financing for operations, capital expenditures or debt\n\nservice\n\n•Reduce flexibility in responding to industry changes\n\n•Increase vulnerability to economic downturns\n\nManaging our debt effectively is critical to maintaining financial stability and\n\nbusiness continuity.\n\nOur business may require substantial additional capital, which may not be\n\navailable on acceptable terms, or at all.\n\nFuture capital needs will depend on factors such as:\n\n•Marketing, sales and customer support expenses\n\n•Research and development investments\n\n•Facility expansion\n\n•Acquisitions of technologies, products or businesses\n\n•Product demand and operational costs\n\n•Debt repayment or refinancing\n\n•Hedging activities and tax obligations\n\nWe expect to meet short-term capital needs through cash flow from operations\n\nand cash on hand. As of December 31, 2025, we had $1.7 billion in long-\n\nterm debt and may choose to refinance these obligations.\n\nIf our existing resources become insufficient, we may need to raise funds\n\nthrough public or private debt or equity financing. However, funding may not\n\nbe available on favorable terms, potentially requiring us to reduce or delay\n\nresearch and development, production, marketing, capital expenditures or\n\nacquisitions, negatively impacting our business. Additionally, issuing equity or\n\nconvertible securities could result in shareholder dilution.\n\nOur strategic equity investments may result in losses.\n\nWe make strategic investments in businesses as opportunities arise, but these\n\ninvestments may result in losses. We periodically evaluate their carrying value\n\nbased on factors such as recent stock transactions, financial statements and\n\nmarket conditions. However, valuation fluctuations—driven by factors beyond\n\nour control—may impact our financial results.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 38\n\nRisks and Risk Management\n\nAssessing the fair value of non-marketable Life Science investments is inherently\n\nsubjective, and if actual outcomes differ from assumptions, we may be required\n\nto write down investments, leading to potential charges against earnings. There\n\nis no guarantee that these investments will yield long-term benefits.\n\nOur ability to accurately forecast quarterly results is impacted by the timing of\n\ncustomer purchases, which are often concentrated in the final weeks or days of a\n\nquarter.\n\nMany customers delay purchase decisions until late in the quarter as they assess\n\nbudget availability and business needs. Additionally, revenue timing from\n\ncompanion diagnostic partnerships can be unpredictable, further complicating\n\nforecasts.\n\nWhile we have historically relied on customer purchasing patterns to project\n\nsales, deviations due to market fluctuations, economic conditions or changing\n\nprocurement trends can result in significant differences between projected and\n\nactual results.\n\nDue to these factors, we may not have sufficient real-time visibility to adjust\n\nforecasts accurately. If sales fall short of expectations, the market price of our\n\nCommon Shares could be adversely affected.\n\nAn impairment of goodwill and intangible assets could reduce our earnings.\n\nAt December 31, 2025, our consolidated balance sheet included $2.7 billion\n\nof goodwill and $386.4 million of intangible assets. Goodwill arises when the\n\npurchase price of an acquisition exceeds the fair value of net assets, while\n\nintangible assets represent finite-lived assets such as patents or trademarks.\n\nUnder U.S. GAAP, we must test goodwill for impairment annually or when\n\nevents indicate potential impairment. Intangible assets are reviewed for\n\nimpairment when changes in circumstances suggest their carrying value may\n\nnot be recoverable. These reviews are often conducted at an asset group level,\n\nwhich for goodwill currently applies to the entire Company.\n\nIf impairment is identified, we must immediately record a charge to earnings,\n\nwhich could adversely impact our financial results.\n\nExternal risks\n\nGlobal economic uncertainty, rising rates, and geopolitical tensions may disrupt\n\nmarkets and supply chains, adversely affecting our operations and financial\n\nperformance.\n\nOur global operations are exposed to a broad range of macroeconomic,\n\ngeopolitical and regulatory uncertainties that could adversely affect our\n\nbusiness, financial condition and results of operations. Changes in global\n\neconomic conditions—including inflationary pressures, tightening monetary\n\npolicies, fluctuating energy prices, rising interest rates and volatility in financial\n\nmarkets – may influence customer purchasing behavior, impact access to\n\ncapital, and increase operating costs across our value chain. Shifts in trade\n\npolicies, import duties, and tariff regimes, including those arising from evolving\n\nU.S.– China relations or regional policy actions, may create additional cost\n\nburdens or restrictions on the flow of goods, potentially affecting supply chain\n\nstability and market access.\n\nGeopolitical developments, including regional conflicts, terrorist attacks,\n\nsanctions, and sudden policy shifts, can disrupt global markets, weaken supply\n\nchains and contribute to increased uncertainty in countries where we operate or\n\nwhere our suppliers and customers are located. Recent conflicts and\n\ngeopolitical tensions have demonstrated the potential for sudden changes in\n\ntrade routes, logistics availability, and energy costs, as well as heightened risks\n\nof cyber disruption and political instability. These conditions may also amplify\n\noperational challenges for suppliers and third‑party logistics partners, further\n\naffecting product availability or delivery timelines.\n\nAt the same time, we operate in a complex international tax and regulatory\n\nenvironment that continues to evolve. Changes in national tax reforms,\n\ninternational frameworks, or divergent local interpretations may require\n\nadjustments to our compliance processes and could influence effective tax rates\n\nor create additional reporting obligations. Broader policy developments—\n\nincluding sanctions, trade restrictions, or regulatory tightening in certain\n\njurisdictions—may impact strategic planning and overall market predictability.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 39\n\nRisks and Risk Management\n\nIf these economic, geopolitical, trade or regulatory pressures intensify, or if our\n\nability to respond to such developments is limited, we may experience\n\nincreased costs, reduced demand, supply chain interruptions, or constraints on\n\ncommercial activities. These developments may also influence the timing of\n\ninvestment decisions, affect operational resilience, or alter stakeholder\n\nconfidence. Individually or collectively, these factors could adversely impact our\n\nbusiness performance, financial results or long‑term strategic objectives.\n\nWe may encounter delays in receipt, or limits in the amount, of reimbursement\n\napprovals and public health funding, which may negatively impact our ability to\n\ngrow revenues in the healthcare market or our profitability.\n\nOur growth and profitability in the healthcare and diagnostics markets are\n\ninfluenced by the pace, scope, and consistency of reimbursement approvals\n\nand public health funding.Delays or limits in reimbursement approvals and\n\npublic health funding may hinder our revenue growth and profitability in the\n\nhealthcare and diagnostics markets. Our ability to expand depends heavily on\n\nthe pace and consistency of reimbursement decisions from government\n\nagencies, private insurers, and other payors. These decisions require extensive\n\nscientific and economic evidence, can be slow and resource‑intensive, and are\n\nnot guaranteed to be favorable or sustained.\n\nPayors have become increasingly cautious about covering new diagnostic\n\ntechnologies, often limiting coverage or exerting pricing pressure. Insufficient or\n\nvariable reimbursement levels may constrain adoption, require pricing\n\nadjustments, and negatively affect margins. Many customers also rely on\n\nreimbursement support to drive market uptake, while global payors continue to\n\npursue cost‑containment measures that could reduce reimbursement rates.\n\nIn the United States, ongoing policy uncertainty—including potential changes to\n\nthe Affordable Care Act—may delay customer purchasing decisions. Under the\n\nProtecting Access to Medicare Act (PAMA), Medicare rates for certain\n\ndiagnostic tests are tied to private‑payor pricing, a system that has historically\n\nreduced reimbursement levels. Although recent legislation has delayed further\n\nPAMA‑related cuts until 2027 and updated the reporting year to better reflect\n\ncurrent pricing, future rate‑setting remains uncertain. Proposed reforms, such as\n\nthe RESULTS Act, could influence future methodologies, but no lasting solution\n\nhas been enacted.\n\nAs a result, continued pressure on reimbursement rates may limit market\n\nexpansion and adversely affect our operating results.\n\nReduction in research and development budgets and government funding may\n\nresult in reduced sales.\n\nOur customers include pharmaceutical and biotechnology companies,\n\nacademic institutions, and government and private laboratories. Demand for\n\nour products is influenced by fluctuations in research and development budgets,\n\nwhich can be impacted by funding availability, industry mergers, shifting\n\nspending priorities and institutional policies. Any significant reduction in Life\n\nSciences research and development spending could adversely affect our\n\nfinancial performance.\n\nThe pharmaceutical and biotechnology industries have undergone significant\n\nrestructuring and consolidation in recent years. Further mergers may result in\n\ncustomer loss, reducing demand for our products and negatively impacting our\n\nresults.\n\nWe also sell to universities, government laboratories and private foundations,\n\nmany of which rely on government grants, particularly from agencies like the\n\nU.S. National Institutes of Health (NIH), the largest source of Life Sciences\n\nfunding in the country. While research funding has increased in recent years,\n\nfuture levels remain uncertain due to federal and state budget constraints.\n\nGovernment funding decisions, which are subject to unpredictable political\n\nprocesses, can cause purchasing delays and impact our sales.\n\nEfforts to reduce budget deficits have previously included cuts to NIH and other\n\nglobal research agencies. A reduction in government funding for Life Sciences\n\nresearch could significantly impact our business and results of operations.\n\nCompetition could reduce our sales.\n\nThe markets for our products are highly competitive. Many competitors have\n\ngreater financial, operational, sales, marketing and research and development\n\nresources. They may develop new technologies that compete with or render our\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 40\n\nRisks and Risk Management\n\nproducts obsolete and could gain regulatory approval from agencies such as\n\nthe U.S. Food and Drug Administration (FDA) and international regulators.\n\nCompetitors offering superior technology, cost-effective solutions or faster\n\nregulatory approval could adversely impact our sales and operations.\n\nOur business growth depends on converting users from competing products to\n\nour sample and assay technologies. However, switching suppliers can be time-\n\nconsuming and costly, as customers must integrate new products into their\n\nworkflows. If we fail to be first to market with innovative solutions, our\n\ncompetitive position and sales may suffer.\n\nAdditionally, in commercial clinical diagnostics, we often compete with\n\nlaboratory-developed tests (LDTs) created by our customers. Converting users\n\nfrom LDTs to our commercial assays remains a challenge, which may impact\n\nour market adoption and revenue.\n\nWe rely on collaborative commercial relationships to develop and/or market\n\nsome of our products.\n\nOur long-term strategy includes forming strategic alliances and marketing\n\narrangements with academic, corporate and other partners for developing,\n\ncommercializing and distributing our products. We may face challenges in\n\nnegotiating these collaborations and maintaining them, and partners might\n\ndevelop competing products.\n\nOur Precision Diagnostics business collaborates with pharmaceutical and\n\nbiotech companies to co-develop companion diagnostics for their drugs. The\n\nsuccess of these programs depends on our partners' commitment, clinical trial\n\noutcomes and regulatory approvals. Sales of companion diagnostics are closely\n\ntied to the commercial success of the related drugs.\n\nMarketing QIAGEN products often relies on joint ventures or distributorships,\n\nespecially in emerging markets where we partner with local companies. The\n\nsuccess of these partnerships impacts our sales and profitability in these\n\nregions.\n\nReal or perceived defects in or misuse of our products could adversely affect our\n\nresults of operations, growth prospects and reputation.\n\nWe sell our products in over 160 countries, directly or through partners. Due to\n\nour extensive operations, tracking end-user usage can be challenging. Misuse\n\nor perceived misuse of our products could harm our reputation and customer\n\ntrust, impacting market acceptance.\n\nOur customers, particularly in law enforcement and government, use our\n\nproducts for critical applications like forensic testing and human identification.\n\nThey have low tolerance for defects, which could interfere with justice\n\nadministration and damage forensic evidence. Defects or misuse, real or\n\nperceived, could lead to lost sales, increased service and replacement costs,\n\nreputational damage, customer loss, liability for damages and resource\n\ndiversion, adversely affecting our business.\n\nIf our products are used unethically or unlawfully, it could harm our reputation\n\nand operations. We strive to ensure ethical and lawful use but cannot\n\nguarantee against misuse claims. Allegations of misuse, even if unfounded,\n\ncould damage our reputation.\n\nOur brand and reputation are crucial for business success. Maintaining them\n\ndepends on delivering high-quality products and services. Negative reviews or\n\npublicity, especially in media, could harm our reputation and sales, adversely\n\naffecting our business and financial results.\n\nStock and shareholder risks\n\nFluctuations in results may impact the market price of our common shares.\n\nOur operating results can vary significantly from quarter to quarter and year to\n\nyear, influenced by multiple factors, including:\n\n•Demand for our products and customer purchasing cycles\n\n•Timing of research budgets and commercialization efforts\n\n•Government funding allocations affecting customer spending\n\n•Regulatory approvals and research and development activities\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 41\n\nRisks and Risk Management\n\n•Sales and marketing expenses, as well as exit activities\n\n•New product launches by us or competitors\n\n•Competitive market conditions and macroeconomic trends\n\n•Exchange rate fluctuations affecting international revenue\n\nWe set expense levels based on anticipated sales trends, but actual sales and\n\nearnings may deviate from expectations, leading to variability in financial\n\nperformance. As a result, our quarterly and annual results may not be indicative\n\nof future performance. If our results fail to meet or exceed analyst or investor\n\nexpectations, the market price of our common shares could decline.\n\nOur common shares may have a volatile public trading price.\n\nThe market price of our common shares has been highly volatile since our initial\n\npublic offering in September 1996. Our shares have been listed on the New\n\nYork Stock Exchange since January 10, 2018, after previously trading on\n\nNasdaq. Over the past two years, our stock price has ranged from $37.63 to\n\n$51.88 and from €32.50 to €46.21 on the Frankfurt Stock Exchange. In\n\naddition to overall stock market fluctuations, factors that may have a significant\n\nimpact on the price of our common shares include:\n\n•New product launches or technological advancements by us or competitors\n\n•Changes in collaborations or partnerships\n\n•Quarterly financial performance and comparisons with peer companies\n\n•Regulatory, tax or patent law changes\n\n•Developments in intellectual property rights\n\n•Government funding for Life Sciences research\n\n•General market trends in diagnostics, pharmaceuticals and biotechnology\n\n•Foreign exchange rate fluctuations\n\nThe stock market has experienced extreme price and volume fluctuations,\n\nparticularly affecting technology-based companies, often unrelated to their\n\noperating performance. These broad market swings may negatively impact the\n\nprice of our common shares.\n\nFuture sales and issuances of our common shares could adversely affect our stock\n\nprice.\n\nThe future sale or issuance of a large number of our common shares could\n\nnegatively impact their market price. Dutch law allows a company to issue\n\nshares up to its authorized share capital as specified in its Articles of\n\nAssociation. Our authorized share capital is €9 million, divided into\n\n410.0 million common shares, 40.0 million financing preference shares and\n\n450.0 million preference shares, each with a €0.01 par value. As of\n\nDecember 31, 2025, approximately 216.9 million common shares were\n\noutstanding, with an additional 11.4 million reserved under stock plans,\n\nincluding shares subject to outstanding awards. Furthermore, up to 27.1 million\n\nshares may be issued upon conversion of debt. Most of our outstanding\n\ncommon shares can be sold without restriction, except those held by affiliates,\n\nwhich have resale limitations.\n\nShareholders could be subject to unfavorable tax treatment.\n\nThe tax treatment of an investment in our common shares may vary depending\n\non the jurisdiction in which a shareholder is subject to tax, the shareholder’s\n\nparticular circumstances and the manner in which the shares are held. Changes\n\nin tax laws, regulations, administrative guidance or interpretations in relevant\n\njurisdictions, possibly with retroactive effect, could adversely affect the tax\n\nconsequences of the ownership or disposition of our common shares. In\n\naddition, tax authorities could challenge the treatment applied by shareholders\n\nor intermediaries. Any such developments could result in unfavorable tax\n\ntreatment for shareholders, including in respect of dividends, capital gains,\n\nwithholding, transfer or other taxes, and could adversely affect the value of,\n\nand return on, an investment in our common shares.\n\nIn addition, for U.S. federal income tax purposes, we could be classified as a\n\npassive foreign investment company, or PFIC, in any taxable year if either 75%\n\nor more of our gross income is passive income or 50% or more of the value of\n\nour assets is attributable to assets that produce passive income or are held for\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 42\n\nRisks and Risk Management\n\nthe production of passive income. Based on our income, assets and activities\n\nfor 2025, we do not believe that we were a PFIC for U.S. federal income tax\n\npurposes, and we do not currently expect to become a PFIC in the foreseeable\n\nfuture. However, the determination of PFIC status is made annually and\n\ndepends on the composition of our income, assets and activities from time to\n\ntime, as well as, in part, on the value of our assets, including goodwill, which\n\nmay be affected by changes in the market price of our common shares.\n\nAccordingly, there can be no assurance that we will not be classified as a PFIC\n\nfor the current taxable year or any future taxable year, or that the IRS will not\n\nchallenge any determination we make with respect to our PFIC status. If we\n\nwere classified as a PFIC, U.S. holders of our common shares could be subject\n\nto adverse U.S. federal income tax consequences.\n\nProvisions of our Articles of Association and Dutch law and an option we have\n\ngranted may make it difficult to replace or remove management and may inhibit\n\nor delay a takeover.\n\nOur Articles of Association require a two-thirds shareholder vote, representing\n\nover 50% of issued share capital, to suspend or dismiss Managing and\n\nSupervisory Directors against their wishes. If proposed by the joint Supervisory\n\nand Managing Boards, a simple majority is sufficient. Shareholders may also\n\noverrule Board nominations with the same two-thirds vote and share capital\n\nthreshold. To prevent hostile takeovers, our Supervisory Board can issue\n\npreference shares if a third party acquires 20% or more of share capital or is\n\ndeemed an \"adverse person.\" This may discourage bids or lead to negotiations\n\nfor better terms.\n\nIn 2004, we granted the Dutch foundation Stichting Preferente Aandelen\n\nQIAGEN the option to acquire preference shares equal to all outstanding\n\ncommon shares minus one to block or delay an unfavorable change of control.\n\nThe foundation must act in our and stakeholders' interests when exercising this\n\noption. Key restrictions on the Foundation’s ability to prevent or delay a change\n\nof control include the following:\n\n•protective shares may be issued only after a third party has publicly\n\nannounced an offer; and\n\n•any such protective stake may be held for a maximum period of two years,\n\nafter which the Foundation must reduce its holding to below the 30% voting\n\nrights threshold.\n\nNote regarding forward-looking statements and risk factors\n\nOur future operating results may be affected by various risk factors, many of\n\nwhich are beyond our control. Certain statements included in this annual report\n\nand the documents incorporated herein by reference may be forward-looking\n\nstatements within the meaning of Section 27A of the U.S. Securities Act of\n\n1933, as amended, and Section 21E of the U.S. Securities Exchange Act of\n\n1934, as amended, including statements regarding potential future net sales,\n\ngross profit, net income and liquidity.\n\nThese statements can be identified by the use of forward-looking terminology\n\nsuch as “believe,” “hope,” “plan,” “intend,” “seek,” “may,” “will,” “could,”\n\n“should,” “would,” “expect,” “anticipate,” “estimate,” “continue” or other\n\nsimilar words. Reference is made in particular to the description of our plans\n\nand objectives for future operations, assumptions underlying such plans and\n\nobjectives, and other forward-looking statements. Such statements are based on\n\nmanagement’s current expectations and are subject to a number of factors and\n\nuncertainties that could cause actual results to differ materially from those\n\ndescribed in the forward-looking statements.\n\nWe caution investors that there can be no assurance that actual results or\n\nbusiness conditions will not differ materially from those projected or suggested\n\nin such forward-looking statements as a result of various factors.\n\nFactors that could cause such results to differ materially from those described in\n\nthe forward-looking statements include those set forth in the risk factors above.\n\nAs a result, our future success involves a high degree of risk. When considering\n\nforward-looking statements, readers should keep in mind that the risk factors\n\ncould cause our actual results to differ significantly from those contained in any\n\nforward-looking statement.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 43\n\nFinancial and Share Performance\n\nOperating and Financial Review\n\nThis section contains a number of forward-looking statements, which are based\n\non current management expectations. Actual results may differ materially.\n\nAmong the factors that could cause actual results to differ from management’s\n\nexpectations are those described in [Risk Factors](#id5e4972774c54ab9b21197835520b7e1_73092) and [Note Regarding Forward-](#id5e4972774c54ab9b21197835520b7e1_73089)\n\n[Looking Statements and Risk Factors](#id5e4972774c54ab9b21197835520b7e1_73089) in this annual report. The discussion that\n\nfollows focuses on 2025 with comparisons to 2024. For discussion of the year\n\nended December 31, 2024 compared to 2023, refer to our 2024 Annual\n\nReport.\n\nOperating results\n\nOverview\n\nFinancial highlights of 2025 include:\n\n•Total net sales increased 6% in 2025 from 2024, driven by our pillars of\n\ngrowth and by high recurring revenues, which accounted for approximately\n\n90% of total net sales. Favorable currency movements against the U.S. dollar\n\nhad a positive impact on total net sales by one percentage point over the\n\nprior year.\n\n•The operating income margin in 2025 was 22.3% of sales compared with\n\n4.9% in 2024. While the 2024 operating income margin included the\n\nimpact of the 2024 Efficiency Program discussed in Note 6 \"Restructuring,\"\n\nthe improvement in operating income margin also reflects a reduction in\n\noperating expenses compared to 2024, driven by broad efficiency\n\nimprovements that facilitated reinvestments into growth initiatives.\n\n•Net cash provided by operating activities decreased 3% to $654 million in\n\n2025 from $674 million in 2024. Cash flows in 2025 included cash\n\nrestructuring payments for the 2024 Efficiency Program and reflected\n\nincreased working capital requirements.\n\nForeign Currencies\n\nThe reporting currency of QIAGEN N.V. is the U.S. dollar. The functional\n\ncurrency of most of our subsidiaries are the local currencies of the countries in\n\nwhich they are headquartered. All amounts in the financial statements of entities\n\nwhose functional currency is not the U.S. dollar are translated into U.S. dollar\n\nequivalents at exchange rates as follows: (1) assets and liabilities at period-end\n\nrates, (2) income statement accounts at average exchange rates for the period,\n\nand (3) components of equity at historical rates. Translation gains or losses are\n\nrecorded in equity, and transaction gains and losses are reflected in net\n\nincome.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 44\n\nOperating and Financial Review\n\nYear Ended December 31, 2025, Compared to 2024\n\nNet Sales\n\n(in millions)\n\n2025\n\n2024\n\nProduct type\n\nNet sales\n\n% of net sales\n\nNet sales\n\n% of net sales\n\n% change\n\nConsumables and related revenues\n\n$1,876.4\n\n90%\n\n$1,760.2\n\n89%\n\n+7%\n\nInstruments\n\n213.6\n\n10%\n\n218.0\n\n11%\n\n-2%\n\nNet sales\n\n$2,090.0\n\n$1,978.2\n\n+6%\n\n(in millions)\n\n2025\n\n2024\n\nProduct group\n\nNet sales\n\n% of net sales\n\nNet sales\n\n% of net sales\n\n% change\n\nSample technologies\n\n$661.3\n\n32%\n\n$642.0\n\n32%\n\n+3%\n\nDiagnostic solutions\n\n803.1\n\n38%\n\n748.9\n\n38%\n\n+7%\n\nPCR/Nucleic acid amplification\n\n309.0\n\n15%\n\n300.5\n\n15%\n\n+3%\n\nGenomics/NGS\n\n241.8\n\n12%\n\n233.6\n\n12%\n\n+3%\n\nOther\n\n74.9\n\n4%\n\n53.2\n\n3%\n\n+41%\n\nNet sales\n\n$2,090.0\n\n$1,978.2\n\n+6%\n\nSample technologies include the sale of consumables kits and instruments\n\nused to obtain DNA, RNA and proteins from biological samples. This product\n\ngroup grew 3% in 2025 to $661.3 million on higher sales of consumables, in\n\nparticular automated kit sales. Favorable currency movements against the U.S.\n\ndollar positively impacted the sales of sample technologies by more than one\n\npercentage point in 2025 over the prior year.\n\nDiagnostic solutions include the sale of regulated consumable kits and\n\ninstruments for use in clinical healthcare as well as revenues from our Precision\n\nDiagnostics portfolio and companion diagnostic co-development projects with\n\npharmaceutical companies. Sales in this product group grew 7% in 2025 to\n\n$803.1 million, driven by solid gains in the sale of consumables, while\n\ninstrument sales were lower compared to 2024. QIAstat-DX led the\n\nperformance, with sales rising 27% in 2025, driven by ongoing strong\n\ninstrument placements and solid consumables demand for all syndromic panels.\n\nQuantiFERON-TB also grew 11% in 2025, supported by conversion from the\n\ntuberculin test in all regions along with broader test-market expansion.\n\nFavorable currency movements against the U.S. dollar positively impacted this\n\nproduct group by approximately one percentage point in 2025 over the prior\n\nyear.\n\nPCR/Nucleic acid amplification involves consumable kits used in non-\n\nregulated applications. Overall product group sales grew 3% in 2025 to\n\n$309.0 million, primarily driven by strong demand for consumables,\n\nparticularly in the QIAcuity digital PCR systems. QIAcuity delivered growth in\n\n2025 as sales in consumables more than offset lower instrument sales impacted\n\nby ongoing cautious spending among Life Sciences customers. Other PCR\n\nconsumables sales also grew compared to 2024, primarily driven by growth in\n\nthe Enzymes and human ID/Forensics portfolio. Favorable currency movements\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 45\n\nOperating and Financial Review\n\nagainst the U.S. dollar contributed more than a one percentage point\n\nimprovement for this product group in 2025 compared with the prior year.\n\nGenomics/NGS involves our portfolio of universal solutions as well as the full\n\nQIAGEN Digital Insights (QDI) portfolio. Sales in this product group rose 3% to\n\n$241.8 million in 2025, driven by higher sales from the QDI bioinformatics\n\nsales, with underlying strong growth in the portfolio enhanced by contributions\n\nfrom Genoox since its acquisition in mid-2025. Consumable sales on universal\n\nNGS panels for use on any sequencer also delivered growth compared to\n\n2024. Favorable currency movements against the U.S. dollar positively\n\nimpacted the sales in this product group by more than one percentage point in\n\n2025 over the prior year.\n\nNet Sales\n\n(in millions)\n\nGeographic region\n\n2025\n\n2024\n\n% change\n\nAmericas\n\n$1,086.5\n\n$1,031.6\n\n+5%\n\nEurope, Middle East and\n\nAfrica\n\n712.8\n\n648.5\n\n+10%\n\nAsia Pacific, Japan and\n\nRest of World\n\n290.7\n\n298.2\n\n-2%\n\nNet sales\n\n$2,090.0\n\n$1,978.2\n\n+6%\n\nNet sales in the Americas region increased 5% in 2025, driven by improving\n\ndemand for QuantiFERON, QIAstat-Dx and QIAcuity consumables. Higher\n\nsales were seen in the U.S. and Brazil, against lower results in Canada\n\ncompared to 2024.\n\nNet sales in the Europe, Middle East and Africa (EMEA) region increased\n\n10% to $712.8 million in 2025, primarily driven by the sales in Germany,\n\nUnited Kingdom, France and Italy.\n\nNet sales in the Asia Pacific, Japan and Rest of World region declined\n\n2% in 2025, as lower demand in China offset higher sales in Australia and\n\nJapan. \n\nGross Profit\n\n(in millions)\n\n2025\n\n2024\n\n% change\n\nGross profit\n\n$1,299.5\n\n$967.4\n\n+34%\n\nGross margin\n\n62.2%\n\n48.9%\n\nVariations in sales levels between periods can lead to fluctuations in gross\n\nprofit, as gross margin is affected by changes in the sales mix and performance\n\nof individual products. In 2025, gross margin benefited from a favorable sales\n\nmix, as sales of consumables and related products—which carry a higher gross\n\nmargin than instrumentation products—increased by 7%. Additionally, the\n\nimpact of the sales mix was also favorable within the instrumentation category,\n\nwhere net sales declined by 2%, mitigating the effect of lower-margin products.\n\nFurthermore, gross profit absorbed the negative impact of new tariffs.\n\nThe gross margin in 2025 is higher compared to 2024 in part due to total\n\nrestructuring charges of $295.1 million, which include $93.5 million of\n\ninventory write-offs and $133.7 million of intangible asset impairments\n\nrecorded in connection with the 2024 Efficiency Program discussed in Note 6\n\n\"Restructuring.\"\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 46\n\nOperating and Financial Review\n\nOperating Expenses\n\n(in millions)\n\n2025\n\n2024\n\nExpenses\n\n% of net sales\n\nExpenses\n\n% of net sales\n\n% change\n\nSales and marketing\n\n$458.0\n\n21.9%\n\n$450.9\n\n22.8%\n\n+2%\n\nResearch and development\n\n187.5\n\n9.0%\n\n193.5\n\n9.8%\n\n-3%\n\nGeneral and administrative\n\n125.7\n\n6.0%\n\n113.4\n\n5.7%\n\n+11%\n\nAcquisition-related intangible amortization\n\n8.0\n\n0.4%\n\n9.6\n\n0.5%\n\n-17%\n\nRestructuring, acquisition, integration and other, net\n\n54.5\n\n2.6%\n\n102.2\n\n5.2%\n\n-47%\n\nTotal operating expenses\n\n$833.6\n\n39.9%\n\n$869.6\n\n44.0%\n\nIncome from operations\n\n$465.9\n\n22.3%\n\n$97.7\n\n4.9%\n\nSales and marketing\n\nSales and marketing expenses increased 2% to $458.0 million in 2025 but\n\ndeclined to 21.9% of sales from 22.8% in 2024. The overall increase in sales\n\nand marketing expenses primarily reflects changes in freight and other supply\n\nchain costs as well as an unfavorable currency impact of $7.6 million. Sales\n\nand marketing expenses are primarily associated with personnel, commissions,\n\nadvertising, trade shows, publications, freight and logistics expenses, and other\n\npromotional expenses. The increased use of digital customer engagement\n\ncontinues to build on new customer habits and enhances customer engagement,\n\nwith a focus on greater efficiency and effectiveness.\n\nResearch and development\n\nResearch and development expenses decreased 3% to $187.5 million in 2025\n\nand decreased to 9.0% of sales from 9.8% in 2024. The decrease reflects the\n\nJune 2024 decision to discontinue the NeuMoDx system, partially offset by a\n\n$5.8 million unfavorable currency impact. We continue to focus on investments\n\ntargeted to drive sustainable growth. As we continue to discover, develop and\n\nacquire new products and technologies, we expect to incur additional expenses\n\nrelated to facilities, licenses and employees engaged in research and\n\ndevelopment. Overall, research and development costs are expected to\n\nincrease as a result of seeking regulatory approvals, including U.S. FDA Pre-\n\nMarket Approval (PMA), U.S. FDA 510(k) clearance and EU CE approval of\n\ncertain assays or instruments. Further, business combinations, along with the\n\nacquisition of new technologies, may increase our research and development\n\ncosts in the future. We have a strong commitment to innovation and expect to\n\ncontinue to make investments in our research and development efforts.\n\nGeneral and administrative\n\nGeneral and administrative expenses increased 11% to $125.7 million in\n\n2025 and increased to 6.0% of sales from 5.7% in 2024. These results reflect\n\ninvestments in our information technology systems (including an upgrade of the\n\nSAP enterprise resource planning system) and into cyber security measures\n\noffset by efficiency gains across many administrative functions. General and\n\nadministrative costs include an unfavorable currency impact of $3.5 million in\n\n2025. In the future, we expect to incur higher costs due to increased licensing\n\nand information technology expenses, as well as increased cyber security costs.\n\nAcquisition-related intangible amortization\n\nAmortization expense on acquisition-related intangibles within operating\n\nexpense declined 17% to $8.0 million in 2025 from $9.6 million in 2024. The\n\ndecrease reflects the full amortization of certain acquired assets. \n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 47\n\nOperating and Financial Review\n\nAmortization expense related to developed technology and patent and license\n\nrights acquired in business combinations are included in the cost of sales.\n\nAmortization of trademarks and customer base acquired in business\n\ncombinations are recorded in operating expense under the caption\n\n“acquisition-related intangible amortization.” Amortization expenses of\n\nintangible assets not acquired in business combinations are recorded within\n\ncost of sales, research and development, or sales and marketing line items\n\nbased on the use of the asset. Our acquisition-related intangible amortization\n\nrecorded in operating expenses will increase in the event of future acquisitions.\n\nRestructuring, acquisition, integration and other net expenses\n\nRestructuring, acquisition, integration and other net expenses decreased to\n\n$54.5 million in 2025, or 2.6% of sales, from $102.2 million, or 5.2% of\n\nsales, in 2024. Expenses incurred in 2025 primarily included charges related\n\nto restructuring programs, as discussed further in Note 6 \"Restructuring,\"\n\nnamely the 2024 Efficiency Program and a continuation of efficiency measures\n\ninto the 2025 Restructuring Program. Expenses incurred in 2024 included\n\ncharges related to the 2024 Efficiency Program as well as integration costs\n\nrelated to our acquisition of Verogen, Inc., in January 2023. We expect to\n\nincur additional restructuring, acquisition, integration and other costs.\n\nOther Income (Expense), net\n\n(in millions)\n\n2025\n\n2024\n\n% change\n\nInterest income\n\n$64.3\n\n$68.0\n\n-5%\n\nInterest expense\n\n(33.3)\n\n(43.8)\n\n-24%\n\nOther expense, net\n\n(6.7)\n\n(0.7)\n\n800%\n\nTotal other income,\n\nnet\n\n$24.4\n\n$23.4\n\n+4%\n\nInterest income includes interest earned on cash, cash equivalents and short-\n\nterm investments, income related to certain interest rate derivatives as discussed\n\nin Note 14 \"Derivatives and Hedging\" and other components including the\n\ninterest portion of operating lease transactions. The fluctuation in 2025\n\ncompared to the prior year was attributable to changing interest rates and the\n\nduration and level of short-term investments held during the period.\n\nInterest expense primarily relates to debt, as discussed in Note 16 \"Debt\" in the\n\naccompanying notes to consolidated financial statements. The decrease in\n\n2025 compared to 2024 is driven by the repayment of a portion of the 2027\n\nNotes totaling $474.0 million and the repayment of one tranche of 2022\n\nSchuldschein in July 2025 for $60.2 million, partially offset by the issuance of\n\nthe 2032 Notes in September 2025 totaling $750.0 million. Interest expense\n\nwas also lowered by capitalized interest associated with assets under\n\nconstruction.\n\nFor the year ended December 31, 2025, other expense, net was $6.7 million\n\nand included a loss of $8.4 million on foreign currency transactions and $2.5\n\nmillion of investment impairment as further discussed in Note 10 \"Investments,\" \n\npartially offset by $4.4 million of other income, primarily from equity method\n\ninvestments.\n\nFor the year ended December 31, 2024, other expense, net was $0.7 million\n\nand was comprised of other expense totaling $6.9 million primarily from\n\nforeign currency transactions and impairments in equity method investments,\n\npartially offset by $6.2 million of other income, primarily from equity method\n\ninvestments.\n\nIncome Tax Expense\n\n(in millions)\n\n2025\n\n2024\n\n% change\n\nIncome before income\n\ntaxes\n\n$490.3\n\n$121.1\n\n+305%\n\nIncome tax expense\n\n65.4\n\n37.6\n\n+74%\n\nNet income\n\n$424.9\n\n$83.6\n\nEffective tax rate\n\n13.3%\n\n31.0%\n\nIn 2025, our effective tax rate was 13.3% compared to 31.0% in 2024. Our\n\neffective tax rate differs from the Netherlands' statutory tax rate of 25.8% due\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 48\n\nOperating and Financial Review\n\nin part to our operating subsidiaries being exposed to statutory tax rates\n\nranging from zero to 35%. Fluctuations in the distribution of pre-tax income or\n\nloss among our operating subsidiaries can lead to fluctuations of the effective\n\ntax rate in the consolidated financial statements. We record partial tax\n\nexemptions on foreign income primarily derived from operations in Germany.\n\nThese foreign tax benefits are due to a combination of favorable tax laws and\n\nexemptions in these jurisdictions, including intercompany foreign royalty income\n\nin Germany, which is statutorily exempt from trade tax. Further, we have\n\nintercompany financing arrangements in which the intercompany income is\n\nsubject to lower statutory income tax rates. The Organization for Economic Co-\n\noperation and Development (OECD) has implemented a global minimum\n\ncorporate tax of 15% for companies with global revenues and profits above\n\ncertain thresholds (referred to as Pillar Two) effective January 1, 2024. The\n\nNetherlands formally enacted the Pillar Two legislation into domestic law. We\n\nare subject to the top-up tax in relation to our operations in Poland in 2025.\n\nSee Note 17 \"Income Taxes\" to the consolidated financial statements for a full\n\nreconciliation of the Netherlands' statutory income tax rate to the effective tax\n\nrate.\n\nIn future periods, our effective tax rate may fluctuate due to similar or other\n\nfactors as discussed in “[Changes in tax laws, regulatory interpretations or](#id5e4972774c54ab9b21197835520b7e1_73093)\n\n[reductions in government tax incentives could increase our effective tax rate,](#id5e4972774c54ab9b21197835520b7e1_73093)\n\n[impact our financial flexibility and adversely affect our results of operations](#id5e4972774c54ab9b21197835520b7e1_73093)” in\n\n[Risk Factors](#id5e4972774c54ab9b21197835520b7e1_73092).\n\nLegal proceedings\n\nAs of December 31, 2025, certain claims, suits or legal proceedings arising\n\nout of the normal course of business have been filed or were pending against\n\nQIAGEN N.V. or our subsidiaries. While no assurances can be given\n\nregarding the outcome of any legal proceedings, based on information\n\ncurrently available, we believe that the resolution of these matters is unlikely to\n\nhave a material adverse effect on our financial position or results of future\n\noperations for QIAGEN N.V. as a whole. However, because of the nature and\n\ninherent uncertainties of litigation, should the outcomes be unfavorable, certain\n\naspects of our business, financial condition, and results of operations and cash\n\nflows could be materially adversely affected.\n\nFor information on legal proceedings, see Note 20 \"Commitments and\n\nContingencies\" of the Notes to Consolidated Financial Statements.\n\nLiquidity and capital resources\n\nTo date, we have funded our business through internally generated funds, debt,\n\nas well as private and public sales of equity. Our primary use of cash has been\n\nto strengthen our business operations, to fund dividends and capital repayments\n\nto shareholders and to repay debt, while our investing activities have focused\n\non capital expenditure requirements and acquisitions.\n\n(in millions)\n\n2025\n\n2024\n\nCash and cash equivalents\n\n$839.0\n\n$663.6\n\nShort-term investments\n\n259.9\n\n489.4\n\nTotal cash and cash equivalents and\n\nshort-term investments\n\n$1,098.9\n\n$1,153.0\n\nWorking capital\n\n$1,482.9\n\n$917.8\n\nCash and cash equivalents are primarily held in U.S. dollars and euros, other\n\nthan those cash balances maintained in the local currency of subsidiaries to\n\nmeet local working capital needs. At December 31, 2025, cash and cash\n\nequivalents had increased by $175.5 million from December 31, 2024,\n\nprimarily as a result of cash provided by operating activities of $654.3 million,\n\npartially offset by cash used in investing activities of $305.3 million and cash\n\nused in financing activities of $179.0 million, as discussed in the Cash Flow\n\nSummary below.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 49\n\nOperating and Financial Review\n\n(in millions)\n\n2025\n\n2024\n\nNet cash provided by operating activities\n\n$654.3\n\n$673.6\n\nNet cash used in investing activities\n\n(305.3)\n\n(249.2)\n\nNet cash used in financing activities\n\n(179.0)\n\n(422.9)\n\nEffect of exchange rate changes on cash and\n\ncash equivalents\n\n5.4\n\n(6.0)\n\nNet increase (decrease) in cash and\n\ncash equivalents\n\n$175.5\n\n($4.5)\n\nCash flow summary\n\nOperating activities\n\nFor the year ended December 31, 2025, we generated net cash from\n\noperating activities of $654.3 million compared to $673.6 million in 2024.\n\nWhile net income was $424.9 million in 2025, non-cash components in\n\nincome included $193.7 million of depreciation and amortization, $50.4\n\nmillion of share-based compensation and $22.4 million non-cash impairments\n\nprimarily recorded in connection with the programs discussed in Note 6\n\n\"Restructuring,\" as well as the impairment of an equity method investment as\n\nfurther discussed in Note 10 \"Investments.\" The decrease in net cash provided\n\nby operating activities in 2025 compared to 2024 primarily includes a net\n\ndecrease in net operating assets driven by increased accounts receivable as\n\nwell as inventories, and decreased accounts payable and accrued and other\n\nliabilities, including restructuring related payments. Because we heavily rely on\n\ncash generated from our operating activities to fund our business, a decrease in\n\ndemand for our products, longer collection cycles or significant technology\n\nadvances by competitors could have a negative impact on our liquidity.\n\nInvesting activities\n\nApproximately $305.3 million of cash was used in investing activities in 2025\n\ncompared to $249.2 million in 2024. Investing activities during 2025\n\nconsisted principally of $369.0 million for purchases of short-term investments,\n\n$291.2 million of net cash paid for the acquisition of Genoox and Parse\n\nBiosciences, $201.0 million in cash paid for purchases of property, plant and\n\nequipment, $32.2 million paid to our derivative counterparties to collateralize\n\nour derivative liabilities with them as discussed in Note 14 \"Derivatives and\n\nHedging,\" and $6.1 million paid for intangible assets, partially offset by\n\n$597.1 million from the redemption of short-term investments.\n\nCash used in investing activities during 2024 consisted principally of $685.9\n\nmillion for purchases of short-term investments, $167.2 million for purchases of\n\nproperty, plant and equipment and $4.1 million paid for intangible assets\n\npartially offset by cash inflows of $585.0 million from the redemption of short-\n\nterm investments and $25.4 million received from our derivative counterparties\n\nto collateralize our derivative liabilities with them.\n\nFinancing activities\n\nFor the year ended December 31, 2025, cash used in financing activities was\n\n$179.0 million compared to $422.9 million in 2024. Financing activities\n\nduring 2025 included $534.2 million for the repayment of long-term debt,\n\n$280.1 million capital repayment made as part of a synthetic share repurchase\n\ndiscussed in Note 18 \"Equity,\" $54.2 million of cash dividends paid, $27.3\n\nmillion paid in connection with net share settlement for tax withholding related\n\nto the vesting of stock awards and $16.1 million paid to our derivative\n\ncounterparties to collateralize derivative assets that we hold with them. This was\n\npartially offset by $742.3 million received from the issuance of convertible\n\nnotes.\n\nIn 2024, cash used in financing activities totaled $422.9 million and consisted\n\nof $601.5 million for the repayment of long-term debt, $292.1 million capital\n\nrepayment as part of a synthetic share repurchase and $34.2 million paid in\n\nconnection with net share settlement for tax withholding related to the vesting of\n\nstock awards partially offset by $494.2 million received from the issuance of\n\nconvertible notes and $11.4 million received from our derivative counterparties\n\nto collateralize derivative assets that we hold with them.\n\nOther factors affecting liquidity and capital resources\n\nAs of December 31, 2025, we carry $1.7 billion of long-term debt, all of\n\nwhich is long-term.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 50\n\nOperating and Financial Review\n\nIn January 2026, we completed a synthetic share repurchase that combined a\n\ndirect capital repayment with a reverse stock split. The transaction was\n\nannounced on December 18, 2025, and executed on January 8, 2026, and\n\ninvolved an approach used by various large, multinational Dutch companies to\n\nprovide returns to all shareholders in a faster and more efficient manner than\n\ntraditional open-market repurchases. A total $496.7 million was returned to\n\nshareholders through the transaction, which reduced the total number of issued\n\ncommon shares by approximately 5.0% to 206.8 million (of which 0.7 million\n\nare held in Treasury shares) as of January 31, 2026.\n\nIn September 2025, we issued a $750.0 million aggregate principal amount of\n\n2.0% coupon convertible notes due 2032 (2032 Notes). The 2032 Notes will\n\nmature on September 4, 2032, unless converted in accordance with their terms\n\nprior to such date as described more fully in Note 16 \"Debt.\"\n\nIn June 2025, our shareholders approved a cash dividend totaling $54.2\n\nmillion, which was paid in July 2025 as further discussed in Note 18 \"Equity.\"\n\nIn January 2025, we completed a synthetic share repurchase that combined a\n\ndirect capital repayment with a reverse stock split. A total $280.1 million was\n\nreturned to shareholders through the transaction, which reduced the total\n\nnumber of issued common shares by approximately 2.8%.\n\nIn December 2024, we renewed the €400 million syndicated revolving credit\n\nfacility with a tenor of five years, and with the ability to be extended twice by a\n\none-year period. No amounts were utilized during 2025. The facility can be\n\nutilized in euros and bears interest of 0.550% to 1.500% above EURIBOR and\n\nis offered with interest periods of one, three or six months. The interest rate\n\nmargin is subject to our leverage ratio. No amounts were drawn under the\n\nsyndicated revolving credit facility in 2025. We have additional credit lines\n\ntotaling €13.0 million with no expiration date. €8.2 million of these facilities\n\nare used for bank guarantees and were not drawn in cash as of December 31,\n\n2025.\n\nIn September 2024, we issued a $500.0 million aggregate principal amount of\n\n2.5% coupon convertible notes due 2031 (2031 Notes). The 2031 Notes will\n\nmature on September 10, 2031, unless converted in accordance with their\n\nterms prior to such date as described more fully in Note 16 \"Debt.\"\n\nIn January 2024, we completed a synthetic share repurchase that combined a\n\ndirect capital repayment with a reverse stock split. A total $295.2 million was\n\nreturned to shareholders through the transaction, which reduced the total\n\nnumber of issued common shares by approximately 3%.\n\nIn July and August 2022, we completed a German private placement bond\n\n(2022 Schuldschein), which was issued in various tranches totaling €370.0\n\nmillion due in various periods through 2035 as described more fully in Note 16\n\n\"Debt.\" Interest rates are linked to our ESG performance. Following the July\n\n2025 repayment of $60.2 million at maturity, $373.7 million remains\n\noutstanding as of December 31, 2025.\n\nIn December 2020, we issued a $500.0 million aggregate principal amount of\n\nzero-coupon convertible notes due in 2027 (2027 Notes). During the year on\n\nthe December 17, 2025, put date, $474.0 million of the 2027 Notes was\n\nrepaid at the election of the bondholders, after which the remaining\n\n$26.0 million was reclassified to long-term debt. The remaining 2027 Notes\n\nwill mature on December 17, 2027, unless converted in accordance with their\n\nterms prior to such date as described more fully in Note 16 \"Debt.\"\n\nIn November 2018, we issued a $500.0 million aggregate principal amount of\n\ncash convertible senior notes due in 2024 (2024 Notes), which were due and\n\nrepaid in November 2024.\n\nIn September 2017, we issued an aggregate principal amount of $400.0\n\nmillion in cash convertible senior notes due in 2023 (2023 Notes), which were\n\ndue and repaid in September 2023.\n\nIn 2017, we completed a German private placement (2017 Schuldschein)\n\nconsisting of various tranches denominated in U.S. dollars or euros at either\n\nfloating or fixed rates and due at various dates through June 2027. As of\n\nDecember 31, 2025, a total of $17.0 million is outstanding.\n\nWe have lease obligations, including interest, in the aggregate amount of\n\n$182.8 million, of which $34.1 million was current as of December 31, 2025.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 51\n\nOperating and Financial Review\n\nWe also have purchase obligations of $148.7 million and license commitments\n\nof $18.5 million. In connection with certain acquisitions that we have\n\ncompleted, QIAGEN could be required to make additional contingent cash\n\npayments of up to $71.9 million based on the achievement of certain revenue\n\nand operating results milestones. These obligations are further discussed in\n\nNote 12 \"Leases\" and Note 20 \"Commitments and Contingencies\" in the\n\nconsolidated financial statements.\n\nLiabilities associated with uncertain tax positions, including interest and\n\npenalties, were estimated at $149.5 million as of December 31, 2025.\n\nUltimate settlement of these liabilities is dependent on factors outside of our\n\ncontrol, such as examinations by the respective taxing authorities and\n\nexpiration of statutes of limitation for assessment of additional taxes. Therefore,\n\nwe cannot reasonably estimate when, if ever, this amount will be paid.\n\nWe did not use special-purpose entities and did not have any off-balance sheet\n\nfinancing arrangements during the years ended December 31, 2025, 2024\n\nand 2023.\n\nWe expect that cash from financing activities will continue to be impacted by\n\nissuances of our common shares in connection with our share-based\n\ncompensation plans, and that the market performance of our shares will impact\n\nthe timing and volume of the issuances. Additionally, we may make future\n\nacquisitions or investments requiring cash payments, the issuance of additional\n\ndebt or equity financing.\n\nWe believe that funds from operations, existing cash and cash equivalents,\n\ntogether with the proceeds from any public and private sales of equity, and\n\navailability of financing facilities, would be sufficient to fund our planned\n\noperations and expansion in the coming year. However, any global economic\n\ndownturn may have a greater impact on our business than currently expected,\n\nand we may experience a decrease in the sales of our products, which could\n\nimpact our ability to generate cash. If our future cash flows from operations and\n\nother capital resources are not adequate to fund our liquidity needs, we may be\n\nrequired to obtain additional debt or equity financing or to reduce or delay our\n\ncapital expenditures, acquisitions or research and development projects. If we\n\ncould not obtain financing on a timely basis or at satisfactory terms, or\n\nimplement timely reductions in our expenditures, our business could be\n\nadversely affected.\n\nQuantitative and qualitative disclosures about market risk\n\nOur market risk relates primarily to interest rate exposures on cash, short-term\n\ninvestments and borrowings, and foreign currency exposures. Financial risk is\n\ncentrally managed and is regulated by internal guidelines, which require a\n\ncontinuous internal risk analysis. The objective of our risk management is to\n\nreduce the potential negative effects on earnings from changes in interest and\n\nforeign exchange rates. Exposures are managed through operational methods\n\nand financial instruments relating to interest rate and foreign exchange risks.\n\nDerivatives and hedging\n\nIn the ordinary course of business, we use derivative instruments, including\n\nswaps, forwards-options, and/or interest rate derivatives to manage potential\n\nnegative impact from foreign currency exposures and changes in interest rates.\n\nThe principal objective of such derivative instruments is to minimize the risks\n\nand / or costs associated with global financial and operating activities. We do\n\nnot utilize derivative or other financial instruments for trading or speculative\n\npurposes. We recognize all derivatives as either assets or liabilities on the\n\nbalance sheet, measure those instruments at fair value and recognize the\n\nchange in fair value in earnings in the period of change, unless the derivative\n\nqualifies as an effective hedge that offsets certain exposures. In determining fair\n\nvalue, we consider both the counterparty credit risk and our own\n\ncreditworthiness, to the extent that the derivatives are not covered by collateral\n\nagreements with the respective counterparties. To determine our own credit risk,\n\nwe estimated our own credit rating by benchmarking the price of our\n\noutstanding debt to publicly available comparable data from rated companies.\n\nUsing the estimated rating, we quantify our credit risk by reference to publicly\n\ntraded debt with a corresponding rating.\n\nWe also make use of economic hedges. Further details of our derivative and\n\nhedging activities can be found in Note 14 \"Derivatives and Hedging\" in the\n\naccompanying consolidated financial statements.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 52\n\nOperating and Financial Review\n\nForeign currency exchange rate risk\n\nAs a global enterprise, we are subject to risks associated with fluctuations in\n\nforeign currencies with regard to our ordinary operations. This includes foreign\n\ncurrency-denominated receivables, payables, debt and other balance sheet\n\npositions as well as future cash flows resulting from anticipated transactions\n\nincluding intra-group transactions. We manage our balance sheet exposure on\n\na group-wide basis primarily using foreign exchange forward contracts, options\n\nand cross-currency swaps.\n\nA significant portion of our revenues and expenses are earned and incurred in\n\ncurrencies other than the U.S. dollar. The euro is the most significant currency,\n\nwith others including the British pound, Chinese yuan, Japanese yen, and Swiss\n\nfranc. Fluctuations in the value of the currencies in which we conduct our\n\nbusiness relative to the U.S. dollar have caused and will continue to cause U.S.\n\ndollar translations of such currencies to vary from one period to another.\n\nBecause of the number of currencies involved, the constantly changing currency\n\nexposures, and the potential substantial volatility of currency exchange rates,\n\nwe cannot predict the effect of exchange rate fluctuations upon future operating\n\nresults. In general terms, depreciation of the U.S. dollar against our other\n\nforeign currencies will increase reported net sales. However, this effect is, at\n\nleast partially, offset by the fact that we also incur substantial expenses in\n\nforeign currencies.\n\nWe have significant production and manufacturing facilities in Germany, and\n\nintercompany sales of inventory also expose us to foreign currency exchange\n\nrate risk. Intercompany sales of inventory are generally denominated in the\n\nlocal currency of the subsidiary purchasing the inventory in order to centralize\n\nforeign currency risk with the manufacturing subsidiary. We use an in-house\n\nbank approach to net and settle intercompany payables and receivables, as\n\nwell as intercompany foreign exchanged swaps and forward contracts for\n\neligible subsidiaries in order to centralize the foreign exchange rate risk to the\n\nextent possible. In the past, we have entered into foreign exchange derivatives\n\nincluding forwards, swaps and options to manage the remaining foreign\n\nexchange exposure, and we may do so in the future.\n\nInterest rate risk\n\nOur Financial Risk Management Guideline allows for the use of interest rate\n\nderivatives to achieve our risk management objectives. We did use interest rate\n\nderivatives in the past to mitigate risk from our portfolio of interest-bearing\n\nassets and liabilities, both external and intercompany. Based on a regular\n\nmonitoring of the underlying exposure we will consider the use of interest rate\n\nderivatives in the future, if needed.\n\nAt December 31, 2025, we had $839.0 million in cash and cash equivalents\n\nas well as $259.9 million in short-term investments. Interest income earned on\n\nour cash investments is affected by changes in the relative levels of market\n\ninterest rates. We only invest in high-grade investment instruments. A\n\nhypothetical adverse 10% movement in market interest rates would have\n\nimpacted our financial statements by approximately $3.9 million.\n\nBorrowings against lines of credit are at variable interest rates. We had no\n\namounts outstanding against our lines of credit at December 31, 2025.\n\nA hypothetical adverse 10% movement in market interest rates would not have\n\nmaterially impacted our financial statements.\n\nAt December 31, 2025, we had $1.7 billion in long-term debt of which\n\n$164.3 million is floating interest rate debt. A hypothetical adverse 10%\n\nmovement in market interest rates would not have materially impacted our\n\nfinancial statements as the increased interest expense would have been\n\ncompletely offset by increased interest income from our variable rate financial\n\nassets.\n\nCredit risk\n\nFinancial instruments that potentially subject us to concentrations of credit risk\n\nare cash and cash equivalents, financial assets, and accounts receivable. We\n\nattempt to minimize the risks related to cash and cash equivalents and financial\n\nassets by dealing with highly rated financial institutions, and investing in a\n\nbroad and diverse range of financial instruments.\n\nWe have established guidelines related to credit quality and maturities of\n\ninvestments intended to maintain safety and liquidity. Concentration of credit\n\nrisk with respect to accounts receivable is limited due to a large and diverse\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 53\n\nOperating and Financial Review\n\ncustomer base, which is dispersed over different geographic areas. Allowances\n\nare maintained for potential credit losses and such losses have historically been\n\nwithin expected ranges. There were no significant concentrations of credit risk\n\nduring the reporting period. The maximum exposure to credit risk is represented\n\nby the carrying amount of each financial asset in the balance sheet.\n\nCredit risk is managed on a total Company basis, except for credit risk relating\n\nto accounts receivable balances. Each local entity is responsible for managing\n\nand analyzing the credit risk for each of their new customers before standard\n\npayment and delivery terms and conditions are offered.\n\nCounterparty risk\n\nThe financial instruments used in managing our foreign currency, equity and\n\ninterest rate exposures have an element of risk in that the counterparties may be\n\nunable to meet the terms of the agreements. To the extent that derivatives are\n\nnot subject to mutual collateralization agreements, we attempt to minimize this\n\nrisk by limiting the counterparties to a diverse group of highly rated\n\ninternational financial institutions. The carrying values of our financial\n\ninstruments incorporate the non-performance risk by using market pricing for\n\ncredit risk. However, we have no reason to believe that any counterparties will\n\ndefault on their obligations and therefore do not expect to record any losses as\n\na result of counterparty default. To minimize our exposure with any single\n\ncounterparty, we have entered into master agreements with all derivatives\n\ntrading counterparties that require collateralization of the net market value of\n\noutstanding positions.\n\nCommodities\n\nWe have exposure to price risk related to anticipated purchases of certain\n\ncommodities used as raw materials in our products.\n\nA change in commodity prices may alter the gross margin, but because of the\n\nlimited exposure to any single raw material, a price change is unlikely to have\n\na material unforeseen impact on earnings.\n\nPolicy on dividend distribution\n\nTo further support shareholder value, QIAGEN implemented a dividend policy\n\nin 2025, and the first annual dividend was paid to shareholders after the\n\nproposal was approved by shareholders at the Annual General Meeting (AGM)\n\nin June 2025.\n\nQIAGEN's objective is to provide shareholders with a steadily increasing\n\ndividend, distributed on an annual basis after the AGM. Each year, the\n\nManaging Board—after receiving prior consent from the Supervisory Board—\n\npresents a dividend proposal at the AGM detailing the suggested payout for\n\nthe preceding year. The actual dividend declared depends on the presence of\n\ndistributable profits, accumulated earnings and available cash. Any dividend\n\nproposal may also be influenced by factors such as anticipated future liquidity\n\nneeds, including investments to expand production capacity, as well as working\n\ncapital requirements, financing required for ongoing research and development\n\ninitiatives and potential acquisition opportunities. Additionally, any changes in\n\nrelevant tax or corporate legislation could impact the dividend proposal.\n\nDividends are distributed from retained earnings as reported in our annual\n\nfinancial statements.\n\nCredit rating\n\nWe currently do not have a public rating issued by any credit rating agency.\n\nCritical accounting estimates\n\nThe preparation of our financial statements in accordance with accounting\n\nprinciples generally accepted in the United States requires management to\n\nmake assumptions that affect the reported amounts of assets, liabilities and\n\ndisclosure of contingencies as of the date of the financial statements, as well as\n\nthe reported amounts of revenues and expenses during the reporting period.\n\nCritical accounting estimates are those that require the most complex or\n\nsubjective judgments, often as a result of the need to make estimates about the\n\neffects of matters that are inherently uncertain. Thus, to the extent that actual\n\nevents differ from management’s estimates and assumptions, there could be a\n\nmaterial impact to the financial statements. In applying our critical accounting\n\nestimates, at times we used accounting estimates that either required us to make\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 54\n\nOperating and Financial Review\n\nassumptions about matters that were highly uncertain at the time the estimate\n\nwas made, or it is reasonably likely that changes in the accounting estimate\n\nmay occur from period to period that would have a material impact on the\n\npresentation of our results of operations, financial position or cash flows. Our\n\ncritical accounting estimates are those related to income taxes, share-based\n\ncompensation, acquisitions, amortized intangible assets, and fair value\n\nmeasurements.\n\nIncome taxes\n\nCalculation of our tax provision is complex due to our international operations\n\nand the multiple taxing jurisdictions in which we operate. Some of our deferred\n\ntax assets relate to net operating losses (NOL). The utilization of NOLs is not\n\nassured and is dependent on generating sufficient taxable income in the future.\n\nTo the extent that our estimates of future taxable income are insufficient to utilize\n\nall available NOLs, a valuation allowance will be recorded in the provision for\n\nincome taxes in the period the determination is made, and the deferred tax\n\nassets will be reduced by this amount, which could be material. In the event that\n\nactual circumstances differ from management’s estimates, or to the extent that\n\nthese estimates are adjusted in the future, any changes to the valuation\n\nallowance could materially impact our financial position and results of\n\noperations.\n\nThe calculation of our tax liabilities involves dealing with uncertainties in the\n\napplication of complex tax laws and regulations in many jurisdictions across\n\nour global operations.The U.S. accounting standard that governs how\n\ncompanies record and disclose income taxes in their financial statements, ASC\n\n740, states that a tax benefit from an uncertain tax position may be recognized\n\nwhen it is more likely than not that the position will be sustained upon\n\nexamination, including resolutions of any related appeals or litigation processes\n\non the basis of technical merits. We record unrecognized tax positions in\n\naccordance with ASC 740 and adjust these liabilities when our judgment\n\nchanges as a result of the evaluation of new information not previously\n\navailable. Because of the complexity of some of these uncertainties, the ultimate\n\nresolution may result in a payment that is materially different from our current\n\nestimate of the unrecognized tax liabilities. These differences will be reflected\n\nas increases or decreases to income tax expense in the period in which the new\n\ninformation is available.\n\nShare-based compensation\n\nOur stock plan allows for the granting of stock rights, incentive stock options, as\n\nwell as for non-qualified options, stock grants and stock-based awards. We\n\ngrant performance-based stock units subject to performance periods of three\n\nyears. Thus, the estimates of performance achieved during the performance\n\nperiod may be subject to significant changes from period to period as the\n\nperformance is completed. Any increase or decrease in share-based\n\ncompensation expense resulting from an adjustment in the estimated shares to\n\nbe released is treated as a cumulative catch-up in the period of adjustment. If\n\nany of the assumptions or estimates used change significantly, share-based\n\ncompensation expense may differ materially from what we have recorded in the\n\ncurrent period.\n\nAcquisitions\n\nIn line with our strategy,we enter into business combinations and must\n\ndetermine whether an acquired entity is considered to be a business or an asset\n\nor group of assets. A portion of the purchase price can only be allocated to\n\ngoodwill in a business combination. Transaction costs are expensed in a\n\nbusiness combination, yet capitalized in an asset acquisition. Contingent\n\npayments and in-process research and development costs are also handled\n\ndifferently. A set of assets is not a business if substantially all of the fair value of\n\nthe acquired gross assets is concentrated in a single asset or group of similar\n\nidentifiable assets. In determining whether an acquired entity is considered to\n\nbe a business or a set of assets, application of the \"substantially all\" threshold\n\nrequires judgment.\n\nThe purchase price allocation for acquisitions of a business requires extensive\n\nuse of accounting estimates and judgments to allocate the purchase price to the\n\nidentifiable tangible and intangible assets acquired, including in-process\n\nresearch and development, and liabilities assumed based on their respective\n\nfair values. An acquisition may include contingent consideration as part of the\n\npurchase price. Contingent consideration is accounted for at fair value at the\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 55\n\nOperating and Financial Review\n\nacquisition date, with subsequent changes to the fair value being recognized in\n\nearnings.\n\nWe have made several acquisitions of businesses in recent years. The purchase\n\nprices for the acquisitions were allocated to tangible and intangible assets\n\nacquired and liabilities assumed based on their estimated fair values at the\n\nacquisition dates. In most acquisitions, we engage an independent third-party\n\nvaluation firm to assist us in determining the estimated fair values of acquired\n\nin-process research and development and identifiable intangible assets. Such a\n\nvaluation requires significant estimates and assumptions, including but not\n\nlimited to determining the timing and estimated costs to complete the in-process\n\nprojects, projecting regulatory approvals, estimating projected revenue and\n\nrelated growth rates, estimating future cash flows, estimating customer attrition\n\nrates, and developing appropriate discount rates. We believe the estimated fair\n\nvalues of contingent consideration and assets acquired and liabilities assumed\n\nare based on reasonable assumptions. However, the fair value estimates for the\n\npurchase price allocations may change during the allowable allocation period,\n\nwhich is up to one year from the acquisition date, if additional information\n\nbecomes available.\n\nAmortized intangible assets\n\nWe assess amortized intangible assets for impairment immediately upon an\n\nindicator of possible impairment. Intangibles are assessed for recoverability\n\nconsidering the contract life, where applicable, and the period of time over\n\nwhich the intangible will contribute to future cash flow. The unamortized cost of\n\nintangible assets, where cash flows are independent and identifiable from other\n\nassets, is evaluated periodically and adjusted, if necessary, if events and\n\ncircumstances indicate that a decline in value below the carrying amount has\n\noccurred. Due to the numerous variables associated with our judgments and\n\nassumptions, including assessments about alternative future use, and the effects\n\nof changes in circumstances affecting the valuation, both the precision and\n\nreliability of the resulting estimates are subject to uncertainty. As additional\n\ninformation becomes known, we may change our estimates.\n\nFair value measurements \n\nWe have categorized our assets and liabilities that are measured at fair value,\n\nbased on the priority of the inputs to the valuation techniques, in a three-level\n\nfair value hierarchy: Level 1 - using quoted prices in active markets for identical\n\nassets or liabilities; Level 2 - using observable inputs other than quoted prices;\n\nand Level 3 – using unobservable inputs. We primarily apply the market\n\napproach for recurring fair value measurements, maximize our use of\n\nobservable inputs and minimize our use of unobservable inputs. We use the\n\nmid-point price between bid and ask prices for valuing the majority of our\n\nassets and liabilities measured and reported at fair value. In addition to using\n\nmarket data, we make assumptions in valuing assets and liabilities, including\n\nassumptions about risk and the risks inherent in the inputs to the valuation\n\ntechnique.\n\nCertain derivative instruments, which are classified in Level 2 of the fair value\n\nhierarchy, are valued using industry-standard models that consider various\n\ninputs, including time value, volatility factors, and current market and\n\ncontractual prices for the underlying instruments, as well as other relevant\n\neconomic measures. Substantially all of these inputs are observable in the\n\nmarketplace throughout the full term of the instrument, can be derived from\n\nobservable data, or are supported by observable prices at which transactions\n\nare executed in the marketplace.\n\nCertain acquisitions involve contingent consideration, the payment of which is\n\ncontingent on the occurrence of future events. Contingent consideration is\n\nclassified in Level 3 of the fair value hierarchy and is initially recognized at fair\n\nvalue as a cost of the acquisition. After the acquisition, the contingent\n\nconsideration liability is remeasured each reporting period. The fair value of\n\ncontingent consideration is measured predominantly on unobservable inputs\n\nsuch as assumptions about the likelihood of achieving specified milestone\n\ncriteria, projections of future financial performance, assumed discount rates,\n\nand assumed weightings applied to potential scenarios in deriving a probability\n\nweighted fair value. Significant judgment is used in developing these estimates\n\nand assumptions both at the acquisition date and in subsequent periods. If\n\nactual events differ from management's estimates, or to the extent these\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 56\n\nOperating and Financial Review\n\nestimates are adjusted in the future, our financial position or results of\n\noperations could be affected in the period of any change.\n\nAdditionally, our Level 3 instruments include nonmarketable equity security\n\ninvestments. Under the measurement alternative, the carrying value is measured\n\nat cost, less any impairment, plus or minus changes resulting from observable\n\nprice changes in orderly transactions for identical or similar investments of the\n\nsame issuer. Adjustments are determined primarily based on a market\n\napproach as of the transaction date.\n\nFor other fair value measurements, we generally use an income approach to\n\nmeasure fair value when there is not a market observable price for an identical\n\nor similar asset or liability. This approach utilizes management’s best\n\nassumptions regarding expectations of projected cash flows, and discounts the\n\nexpected cash flows using a commensurate risk-adjusted discount rate.\n\nThe above listing is not intended to be a comprehensive list of all our\n\naccounting policies. In many cases, the accounting treatment of a particular\n\ntransaction is specifically dictated by generally accepted accounting principles\n\nin the United States, with limited or no need for management’s judgment. There\n\nare also areas in which management’s judgment in selecting available\n\nalternatives may or may not produce a materially different result. See our\n\naudited consolidated financial statements and notes thereto in this Annual\n\nReport, containing a description of accounting policies and other disclosures\n\nrequired by generally accepted accounting principles in the United States.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 57\n\nQIAGEN Shares\n\nMarket environment\n\nIn 2025, the global economy continued to expand at a moderate pace as\n\ninflation pressures eased and financial conditions stabilized in many major\n\nmarkets. While growth remained below the long-term pre-pandemic average,\n\nimproved investor sentiment and resilient corporate results supported another\n\npositive year for global equity markets.\n\nIn the United States, major equity indices delivered strong returns, driven\n\nlargely by continued momentum in technology and innovation-led sectors as\n\nwell as improving macroeconomic visibility. The S&P 500 gained about 16%\n\nduring the year, supported by solid corporate earnings and sustained investor\n\ninterest in artificial intelligence and digital transformation across industries.\n\nEuropean equity markets also delivered strong performance. The German DAX\n\nIndex posted gains of more than 20% in 2025, reflecting improving sentiment\n\ntoward European equities, declining inflation and continued demand for\n\nglobally competitive industrial and technology companies.\n\nWithin the life sciences and diagnostics sector, equity performance was more\n\nmixed. After several years of extraordinary pandemic-driven demand, many\n\ncompanies continued to adjust to more normalized market conditions. Investor\n\nfocus shifted toward companies demonstrating strong operational execution,\n\nresilient recurring revenue streams and clear long-term innovation pipelines.\n\nGlobal shares listed in the U.S. and Europe\n\nQIAGEN's global shares have been traded in the United States since 1996\n\nand are currently traded on the New York Stock Exchange (NYSE: QGEN) and\n\nin Germany on the Frankfurt Stock Exchange (XETRA: QIA) since 1997. Since\n\n2003, they have also been listed in the Frankfurt exchange's Prime Standard\n\nsegment, which requires stricter reporting and transparency standards, and are\n\ntraded on both the XETRA electronic platform and the Frankfurt Börse floor.\n\nThese shares provide equal rights to all shareholders and are available for\n\ntrading in U.S. dollars or euros on either exchange.\n\nQIAGEN's listing on the NYSE allows us to tap into a broad base of\n\ninternational investors, particularly in the U.S. The NYSE listing supports our\n\nvisibility in North American markets, where our products are widely used in\n\nresearch and healthcare.\n\nOur listing on the Frankfurt Stock Exchange caters to investors who want to\n\ninvest in QIAGEN through the euro and reflects the integration of QIAGEN into\n\nthe European economic landscape as a company headquartered in the\n\nNetherlands along with a strong presence in Germany.\n\nThe dual listing on these important stock exchanges enhances QIAGEN’s global\n\ninvestor base and improves liquidity for our Global Shares while increasing the\n\nopportunity to attract investors, particularly those in the U.S. restricted to\n\nholding only U.S. dollar-denominated investments, as well as international\n\ninvestors who cannot invest in U.S. dollars.\n\nShare price and liquidity\n\nIn 2025, QIAGEN, listed as QGEN on the NYSE and QIA on the Frankfurt\n\nStock Exchange, traded in a stable range amid mixed conditions for the Life\n\nSciences and diagnostics sector. On the NYSE, QGEN ended the year up\n\nabout 1%, while on the Frankfurt Exchange, QIA declined about 10%,\n\nmirroring the results on the NYSE generally, in addition to weaker trends of the\n\neuro against the U.S. dollar.\n\nQIAGEN’s share performance reflected the continued normalization of demand\n\nacross the life sciences tools and diagnostics sector following the pandemic\n\nperiod. While performance lagged the broader U.S. equity market, which\n\ndelivered strong gains in 2025, QIAGEN’s results were broadly in line with\n\nindustry peers and stronger than some companies that faced more significant\n\npost-pandemic adjustments.\n\nOur shares continued to offer high liquidity, with an average daily trading\n\nvolume of approximately 1.86 million in 2025, of which about 1.32 million\n\ntraded in the U.S. and about 0.54 million traded in Germany.\n\nAs of December 31, 2025, the free float, which affects weighting of QIAGEN\n\nshares in various indexes, was approximately 99%.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 58\n\nQIAGEN Shares\n\nShareholder structure\n\nQIAGEN has a well-diversified, global investor base that includes over 400\n\nidentified institutional investors, with approximately 52% of shares held in\n\nNorth America, 38% in Europe and the remainder in other regions. As of year\n\nend of 2025, the Managing Board and Supervisory Board collectively held less\n\nthan 1% of QIAGEN’s outstanding common shares.\n\nMarket capitalization\n\n2025\n\nYear-end market capitalization (in $ million)\n\n9,755\n\nYear-end market capitalization (in € million)\n\n8,385\n\nAnnual shareholder meeting\n\nAt the Annual General Meeting on June 26, 2025, in Venlo, the Netherlands,\n\nshareholders overwhelmingly approved all agenda items. A total of 80% of\n\nQIAGEN shares were voted at the meeting, representing approximately 175.0\n\nmillion of QIAGEN's 217.7 million issued shares as of the record date. Details\n\nof attendance and voting results are available at corporate.QIAGEN.com.\n\nInvestor relations and shareholder engagement\n\nQIAGEN is dedicated to providing shareholders, analysts and global\n\ncommunities with clear, comprehensive and accessible information about its\n\nperformance, strategy, vision, mission and future prospects. Engagement efforts\n\ninclude individual calls, roadshows and participation in broker-sponsored\n\ninvestor conferences.\n\nQIAGEN's Investor Relations team has been consistently recognized as having\n\none of the top teams in the EMEA region within the MedTech industry.\n\nInvestor events hosted by QIAGEN have been recognized for improving\n\ninvestor access through our virtual \"Deep Dive\" format. Since December 2024,\n\nwe have held three publicly announced Deep Dive events to increase\n\ntransparency about our growth pillars, including virtual one-hour sessions.\n\n2025 Shareholder Structure by Geography\n\n2025 Shareholder Structure by Investor Type\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 59\n\nQIAGEN Shares\n\nQIAGEN share indexes and prices - USA (NYSE)\n\nOur shares have traded on the New York Stock Exchange (NYSE) since 2018\n\nunder the symbol QGEN. Before that, they traded on Nasdaq under the same\n\nsymbol after our initial public offering (IPO) in 1996.\n\nNew York Stock Exchange (NYSE)\n\n2025\n\nYear-end price\n\n$44.97\n\nHigh\n\n$51.88\n\nLow\n\n$37.63\n\nAverage daily trading volume (in million shares)\n\n1.32\n\nThe following tables set forth the annual high and low sale prices for the past\n\nfive years, the quarterly high and low sale prices for the past two years and the\n\nmonthly high and low sale prices for the past six months on the NYSE.\n\nHigh ($)\n\nLow ($)\n\nAnnual:\n\n2021\n\n59.00\n\n45.58\n\n2022\n\n55.12\n\n40.38\n\n2023\n\n51.18\n\n34.74\n\n2024\n\n47.44\n\n39.03\n\n2025\n\n51.88\n\n37.63\n\nHigh ($)\n\nLow ($)\n\nQuarterly 2024:\n\nFirst Quarter\n\n45.87\n\n42.08\n\nSecond Quarter\n\n46.01\n\n39.03\n\nThird Quarter\n\n47.44\n\n39.73\n\nFourth Quarter\n\n46.66\n\n40.35\n\nQuarterly 2025:\n\nFirst Quarter\n\n47.93\n\n37.63\n\nSecond Quarter\n\n48.36\n\n38.13\n\nThird Quarter\n\n51.88\n\n43.74\n\nFourth Quarter\n\n49.59\n\n42.82\n\nQuarterly 2026:\n\nFirst Quarter (through March 16)\n\n57.82\n\n40.28\n\n \n\nHigh ($)\n\nLow ($)\n\nMonthly:\n\nOctober 2025\n\n49.59\n\n44.85\n\nNovember 2025\n\n48.69\n\n42.82\n\nDecember 2025\n\n48.13\n\n44.51\n\nJanuary 2026\n\n57.82\n\n46.07\n\nFebruary 2026\n\n53.30\n\n47.37\n\nMarch 2026 (through March 16)\n\n49.71\n\n40.28\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 60\n\nQIAGEN Shares\n\nQIAGEN share indexes and prices - Germany (XETRA)\n\nOur shares have traded on the Frankfurt Stock Exchange (Xetra) under the\n\nsymbol QIA since a secondary IPO in September 1997. In September 2021,\n\nQIAGEN joined the DAX Index of the 40 largest German blue-chip companies\n\nby market capitalization, placing us among the country's top publicly traded\n\ncompanies.\n\nFrankfurt Stock Exchange (XETR)\n\n2025\n\nYear-end price\n\n€38.66\n\nHigh\n\n€46.21\n\nLow\n\n€32.50\n\nAverage daily trading volume (in million shares)\n\n0.54\n\nThe following tables set forth the annual high and low sale prices for the past\n\nfive years, the quarterly high and low sale prices for the past two years and the\n\nmonthly high and low sale prices for the past six months on the Frankfurt Stock\n\nExchange.\n\nHigh (€)\n\nLow (€)\n\nAnnual:\n\n2021\n\n51.56\n\n37.38\n\n2022\n\n49.37\n\n37.95\n\n2023\n\n48.36\n\n32.74\n\n2024\n\n44.13\n\n36.59\n\n2025\n\n46.21\n\n32.50\n\nHigh (€)\n\nLow (€)\n\nQuarterly 2024:\n\nFirst Quarter\n\n42.19\n\n38.77\n\nSecond Quarter\n\n42.36\n\n36.59\n\nThird Quarter\n\n42.81\n\n36.75\n\nFourth Quarter\n\n44.13\n\n38.13\n\nQuarterly 2025:\n\nFirst Quarter\n\n46.21\n\n35.00\n\nSecond Quarter\n\n41.51\n\n32.50\n\nThird Quarter\n\n44.45\n\n37.18\n\nFourth Quarter\n\n42.48\n\n37.00\n\nQuarterly 2026:\n\nFirst Quarter (through March 16)\n\n48.80\n\n35.28\n\nHigh (€)\n\nLow (€)\n\nMonthly:\n\nOctober 2025\n\n42.48\n\n37.77\n\nNovember 2025\n\n42.09\n\n37.00\n\nDecember 2025\n\n41.38\n\n37.79\n\nJanuary 2026\n\n48.80\n\n38.25\n\nFebruary 2026\n\n45.03\n\n40.07\n\nMarch 2026 (through March 16)\n\n42.52\n\n35.28\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 61\n\nCorporate Governance\n\n[62](#i3aa25a95177c463e85a564d4fb90a601_109)\n\n[Governance Structure](#i3aa25a95177c463e85a564d4fb90a601_109)\n\n[64](#i3aa25a95177c463e85a564d4fb90a601_112)\n\n[Managing Board](#i3aa25a95177c463e85a564d4fb90a601_112)\n\n[66](#i3aa25a95177c463e85a564d4fb90a601_115)\n\n[Supervisory Board](#i3aa25a95177c463e85a564d4fb90a601_115)\n\n[72](#i3aa25a95177c463e85a564d4fb90a601_118)\n\n[Board-Related Matters](#i3aa25a95177c463e85a564d4fb90a601_118)\n\n[74](#i3aa25a95177c463e85a564d4fb90a601_121)\n\n[Shareholder Meetings and Share Capital](#i3aa25a95177c463e85a564d4fb90a601_121)\n\n[80](#i3aa25a95177c463e85a564d4fb90a601_124)\n\n[Additional Information](#i3aa25a95177c463e85a564d4fb90a601_124)\n\n[85](#i3aa25a95177c463e85a564d4fb90a601_133)\n\n[Compensation of Managing Board Members and Supervisory Directors](#i3aa25a95177c463e85a564d4fb90a601_133)\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 62\n\nGovernance Structure\n\nWe understand the significance of clear and transparent corporate governance\n\nrules and have aligned our internal organization and processes with these\n\nprinciples where appropriate. This section provides an overview of our\n\ncorporate governance structure and includes details of the information required\n\nunder the Dutch Corporate Governance Code 2025 (published at\n\nwww.mccg.nl) (the Dutch Code).\n\nThe Dutch Code is applicable to QIAGEN N.V. (in the following, also referred\n\nto as QIAGEN or the Company) as a publicly listed company incorporated\n\nunder the laws of the Netherlands with a registered seat in Venlo, Netherlands.\n\nThe Dutch Code contains the principles and concrete provisions which the\n\npersons involved in a listed company (including Managing Board members and\n\nSupervisory Board members) and stakeholders should observe in relation to one\n\nanother.\n\nQIAGEN is a \"Naamloze Vennootschap,\" or N.V., a Dutch limited liability\n\ncompany similar to a corporation in the United States. We have a two-tier\n\nboard structure under which QIAGEN is managed by a Managing Board that\n\nconsists of executive management and acts under the supervision of an\n\nindependent Supervisory Board (non-executives).\n\nIt is in the interest of QIAGEN and all of our stakeholders, including\n\nshareholders, that each board performs its functions appropriately with a clear\n\ndivision of responsibilities, inclusive of interactions with the General Meeting of\n\nShareholders (General Meeting) and the external auditor, to operate in a well-\n\nfunctioning system of checks and balances.\n\nThe Supervisory Board follows the principle of increasing stakeholder value and\n\nhas always pursued the highest standards in corporate governance.\n\nQIAGEN is committed to ensuring a corporate governance structure that best\n\nsuits its business and stakeholders and that complies with relevant rules and\n\nregulations. Our corporate governance practices are generally derived from the\n\nprovisions of the Dutch Civil Code and the Dutch Corporate Governance Code,\n\nalthough there are some minor deviations due to factors such as legal\n\nrequirements imposed by other jurisdictions in which QIAGEN's shares are\n\nlisted as well as due to industry standards. A brief summary of the principal\n\ndifferences is presented in the section [Dutch Corporate Governance Code -](#ifabd503fdcb34ab280da7f28bd9b3642_20013)\n\n[Comply or Explain](#ifabd503fdcb34ab280da7f28bd9b3642_20013).\n\nRequirements – U.S.\n\nOur global shares are registered and traded in the United States on the New\n\nYork Stock Exchange (NYSE). Consequently, we must comply with requirements\n\nof U.S. legislation, such as the Sarbanes-Oxley Act of 2002, as well as other\n\nregulations enacted under U.S. securities law. In addition, we are subject to the\n\nNYSE listing standards that are applicable to \"foreign private issuers\" such as\n\nQIAGEN. A brief summary of the principal differences is presented under the\n\nsection [NYSE Exemptions](#ifabd503fdcb34ab280da7f28bd9b3642_20014).\n\nRequirements – EU and Germany\n\nOur global shares are also listed in Germany on the Frankfurt Stock Exchange\n\nin the Prime Standard segment, where QIAGEN is a member of the DAX Index\n\nof the 40 largest blue-chip stocks in Germany. QIAGEN is also a member of\n\nthe TecDAX Index composed of the country’s leading technology companies.\n\nAccordingly, we are required to follow the applicable European regulations\n\nand German capital market laws, in particular the EU Market Abuse Regulation\n\nNo 596/2014 and the German Securities Trading Act\n\n(Wertpapierhandelsgesetz).\n\nWe believe all of our operations are carried out in accordance with legal\n\nframeworks, including Dutch Corporate Law, U.S. laws and regulations, EU\n\nregulations and applicable German and U.S. capital market laws.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 63\n\nGovernance Structure\n\nQIAGEN operates under a two-tier corporate structure\n\nGeneral Meeting\n\n•Each share carries one vote\n\n•Decisions on key topics (e.g., authorizations to Supervisory Board to issue shares and repurchase shares,\n\nadoption of the remuneration policies for the Managing Board and Supervisory Board and the appointment\n\nof independent auditors)\n\nReports to\n\nElects and ratifies\n\nReports to\n\nElects and ratifies\n\nClose cooperation\n\nfor the benefit of\n\nthe company\n\nExecutive Committee\n\nManaging Board\n\nSupervisory Board\n\n•Comprised of experienced leaders\n\nacross the company allowing for\n\nfunctions, businesses and markets to\n\nbe represented at the highest level\n\n•The Managing Board is accountable\n\nfor the actions and decisions by the\n\nExecutive Committee\n\n•Top management body of\n\nQIAGEN N.V.\n\n•Decisions on issues of business policy\n\nand corporate strategy as well as\n\nannual and multi-year plans\n\n•Three committees\n\n–Audit\n\n–Compensation & Human Resources\n\n–Nomination & Governance\n\nInforms and\n\nreports to\n\nAdvises, oversees,\n\napproves\n\nReports to\n\nSelects\n\nReports to\n\nScientific Advisory Board\n\n•Provides insights to support discussions\n\non breakthrough innovations\n\nSelects\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 64\n\nManaging Board\n\nGeneral\n\nCharged with ensuring the continued success of QIAGEN and its subsidiaries,\n\nthe Managing Board sets the strategic direction, with a particular focus on\n\nsustainable long-term value creation. It is tasked with developing and enforcing\n\npolicies, monitoring worldwide business functions and risk management, and\n\nupholding financial integrity and conformity with pertinent legislation. The\n\nManaging Board has chosen to work with an Executive Committee, which is\n\nresponsible for carrying out operational tasks. The Managing Board oversees\n\nhow the Executive Committee performs and assumes responsibility for its\n\ndecisions and actions. Through its leadership, the board steers QIAGEN\n\ntoward its goals and accomplishments across all regions.\n\nThe Managing Board is also responsible for financing, managing the risks\n\nassociated with our business activities and complying with all relevant\n\nlegislation and regulations. The Managing Board (specifically the Chief\n\nFinancial Officer) is informed of the findings of the Internal Audit function,\n\nwhich operates under the direct responsibility of the Supervisory Board through\n\nthe Audit Committee.\n\nThe Managing Board provides timely information to the Supervisory Board for\n\ndiscussions on the development of QIAGEN and, in particular, reviews internal\n\nrisk management and control systems with the Audit Committee.\n\nThe Managing Board is accountable for the performance of its duties to the\n\nSupervisory Board and the General Meeting. In discharging its duties, the\n\nManaging Board takes into account the interests of all stakeholders, including\n\nshareholders, in a commitment to sustainable long-term value creation.\n\nComposition and appointment\n\nThe Managing Board consists of one or more members as determined by the\n\nSupervisory Board. The Managing Board members are appointed by the\n\nGeneral Meeting upon a binding nomination by the Joint Meeting of the\n\nSupervisory Board and the Managing Board (the Joint Meeting). The General\n\nMeeting may overrule the binding nature of any nomination by a resolution\n\nadopted by at least a two-thirds majority of the votes cast, if such majority\n\nrepresents more than half of the issued share capital.\n\nManaging Board members are appointed annually for one-year terms for the\n\nperiod beginning on the day following the Annual General Meeting up to, and\n\nincluding, the day of the Annual General Meeting held in the following year.\n\nManaging Board members may be suspended and dismissed by the General\n\nMeeting by a resolution adopted by a two-thirds majority of the votes cast, if\n\nsuch majority represents more than half of the issued share capital, unless the\n\nproposal was made by the Joint Meeting, in which case a simple majority of\n\nvotes cast is sufficient. Furthermore, the Supervisory Board may, at any time,\n\nsuspend (but not dismiss) a member of the Managing Board.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 65\n\nManaging Board\n\nManaging Board\n\nThe following were our Managing Board members for the year ended\n\nDecember 31, 2025:\n\nThierry Bernard joined QIAGEN in February\n\n2015 to lead our growing presence in molecular\n\ndiagnostics, which involves the application of\n\nSample to Insight solutions for molecular testing in\n\nhuman healthcare. He was named Chief\n\nExecutive Officer in March 2020 after serving in\n\nthis role on an interim basis and became a\n\nmember of the Managing Board in 2021. Before\n\njoining QIAGEN, Mr. Bernard spent 15 years at\n\nbioMérieux SA in roles of increasing\n\nresponsibility, most recently serving as Corporate\n\nVice President for Global Commercial\n\nOperations, Investor Relations and the Greater\n\nChina Region. Earlier in his career, he held senior\n\nmanagement positions at several other leading\n\ninternational companies. In 2024, he joined the\n\nBoard of Directors of Neogen Corporation and\n\nfrom March 2023 until January 2026, he served\n\nas Chair of the AdvaMedDx Board of Directors, a\n\nU.S. industry trade association. Mr. Bernard has\n\nearned degrees and certifications from Sciences\n\nPo, LSE, the College of Europe, Harvard Business\n\nSchool, Centro de Comercio Exterior de\n\nBarcelona and has been appointed Conseiller du\n\nCommerce Extérieur by the French government.\n\nMr. Bernard will step down as CEO after the\n\nappointment of a successor which is planned to\n\noccur in 2026.\n\nThierry\n\nBernard\n\nChief Executive Officer\n\n(1964, U.S./French)\n\nRoland Sackers joined QIAGEN in 1999 as\n\nVice President Finance and has been Chief\n\nFinancial Officer since 2004. In 2006, Mr.\n\nSackers became a member of the Managing\n\nBoard. From 1995 to 1999, he was an auditor at\n\nArthur Andersen Wirtschaftsprüfungsgesellschaft\n\nSteuerberatungsgesellschaft. Since 2019, Mr.\n\nSackers has served on the Supervisory Board of\n\nEvotec SE, a publicly listed company based in\n\nGermany, becoming Chair of the Audit\n\nCommittee in 2019 and Vice Chair of the\n\nSupervisory Board in 2021. He is also Chair of\n\nthe Board of the German industry association BIO\n\nDeutschland. Mr. Sackers earned his Diplom-\n\nKaufmann from the University of Münster.\n\nRoland\n\nSackers\n\nChief Financial Officer\n\n(1968, German)\n\nExecutive Committee\n\nOur Managing Board, which has two members, has chosen to work with an\n\nExecutive Committee and is accountable for the actions and decisions of the\n\nExecutive Committee. The Executive Committee is comprised of the CEO, the\n\nCFO and certain experienced leaders, allowing for functions, businesses and\n\nmarkets to be represented at the highest levels. Under the leadership of the\n\nCEO, the members of the Executive Committee share powers and\n\nresponsibilities for the operational management of the Company and the\n\nachievement of its objectives and results.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 66\n\nSupervisory Board\n\nGeneral\n\nThe Supervisory Board supervises the policies of the Managing Board, the\n\ngeneral course of our business and our strategy for, among other things,\n\nsustainable long-term value creation. The Supervisory Board assists the\n\nManaging Board by providing advice related to the business activities of\n\nQIAGEN. Meetings are held in the absence of the Managing Board for select\n\ntopics at each regular meeting. In discharging its duties, the Supervisory Board\n\ntakes into account the interests of QIAGEN and all stakeholders, including\n\nshareholders, in its aim to create long-term value. The Supervisory Board is\n\nresponsible for the quality of its own performance. In this respect, the\n\nSupervisory Board conducts an annual self-evaluation which periodically takes\n\nplace under the supervision of an external expert. Our Supervisory Board has\n\nspecified matters requiring its approval, including decisions and actions that\n\nwould fundamentally change our assets, financial position or results of\n\noperations.\n\nComposition and appointment\n\nThe Supervisory Board consists of at least three members, or a larger number as\n\ndetermined by the Joint Meeting. Members of the Supervisory Board are\n\nappointed by the General Meeting upon the Joint Meeting having made a\n\nbinding nomination for each vacancy. However, the General Meeting may\n\noverrule the binding nature of any nomination by a resolution adopted by at\n\nleast a two-thirds majority of the votes cast, if such majority represents more\n\nthan half of the issued share capital.\n\nThe Supervisory Board shall be composed in a way that enables it to carry out\n\nits duties properly and enables its members to act critically and independently\n\nof one another, of the Managing Board and of any one particular interest. As a\n\nresult, the Supervisory Board has adopted a profile, in terms of its size and\n\ncomposition, that takes into account the nature of our business, its activities and\n\nthe desired diversity, expertise and background of the Supervisory Board\n\nmembers. The Supervisory Board's diverse expertise enables them to assess and\n\nreview business implications associated with sustainability targets, ensure\n\neffective risk management and oversee both financial and non-financial\n\nreporting requirements. The current profile of the Supervisory Board can be\n\nfound on our website (www.qiagen.com). The Supervisory Board has\n\nappointed a Chair from among its members, who is subject to adhere to the\n\nduties assigned by the Articles of Association and the Dutch Code.\n\nMembers of the Supervisory Board are appointed annually for the period\n\nbeginning on the day following the Annual General Meeting of our\n\nshareholders up to, and including, the day of the Annual General Meeting held\n\nin the following year. Members of the Supervisory Board may be suspended\n\nand dismissed by the General Meeting by a resolution adopted by a two-thirds\n\nmajority of the votes cast, if such majority represents more than half of the\n\nissued share capital, unless the proposal was made by the Joint Meeting, in\n\nwhich case a simple majority of votes cast is sufficient.\n\nOur Supervisory Board is composed of individuals with diverse expertise,\n\nbackgrounds, nationalities and professional experiences, ensuring a well-\n\nrounded and effective leadership team. The desired qualifications and\n\ncomposition of the Supervisory Board are outlined in its charters, which are\n\navailable on our website under \"Supervisory Board.\"\n\nSupervisory Board committees\n\nAt the end of 2025, the Supervisory Board had established three Committees --\n\nAudit, Compensation & Human Resources, and Nomination & Governance —\n\nfrom among its members. (The Science & Technology Committee was\n\ndisbanded at the end of 2025 in favor of unifying these discussions in the\n\nScientific Advisory Board, a group of experts that reports its findings to the\n\nSupervisory Board and Managing Board.)\n\n•Audit Committee – primary responsibilities include serving as an independent\n\nand objective body that monitors QIAGEN’s accounting and financial\n\nreporting processes, internal controls, compliance systems and risk\n\nmanagement, including cyber security risks.\n\n•Compensation & Human Resources Committee – primary responsibilities\n\ninclude overseeing programs, policies and practices related to human capital\n\nmanagement, including talent development, workplace culture and fair and\n\ninclusive hiring practices.\n\n•Nomination & Governance Committee – primary responsibilities include\n\ndefining selection criteria and appointment procedures for members of the\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 67\n\nSupervisory Board\n\nSupervisory Board and Managing Board as well as periodically evaluating\n\nthe scope, composition and effectiveness of both boards.\n\nCommittee members are appointed annually by the Supervisory Board for one-\n\nyear terms. Charters have been approved by the Supervisory Board under\n\nwhich each of the committees operates. These charters are published on our\n\nwebsite at www.qiagen.com under \"Supervisory Board.\" Additional\n\ncommittees can be established, or existing committees modified, based on the\n\nterms of the charter, as deemed beneficial.\n\nIndependence\n\nQIAGEN is in compliance with the NYSE listing standards that require a\n\nmajority of the Supervisory Board Members to be independent.\n\nAdditionally, the Dutch Code distinguishes between certain independence\n\ncriteria that may be fulfilled by not more than one Supervisory Board member\n\n(e.g., prior employment with the Company, receiving personal financial\n\ncompensation from the Company or having an important business relationship\n\nwith the Company) and other criteria that may not be fulfilled by more than the\n\nmajority of the Supervisory Board members. In some cases, Dutch\n\nindependence requirements are more stringent, such as by requiring a longer\n\n“look back” period (five years) for former executives to become Supervisory\n\nBoard members.\n\nIn other cases, the NYSE rules are more stringent, such as having a broader\n\ndefinition of disqualifying affiliations. All of our Supervisory Board members are\n\nconsidered as independent under the Dutch Code and NYSE requirements.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 68\n\nSupervisory Board\n\nSupervisory Board members\n\nThe following is a brief summary of Supervisory Board members for the year\n\nended December 31, 2025:\n\nStephen H. Rusckowski joined the\n\nSupervisory Board in April 2023 and has served\n\nas Chair of the Supervisory Board since the\n\nAnnual General Meeting in June 2025. He is a\n\nmember of the Compensation & Human\n\nResources Committee and since March 2024, he\n\nhas been Chair of the Nomination & Governance\n\nCommittee. He most recently served as Chairman,\n\nPresident and Chief Executive Officer of Quest\n\nDiagnostics. He joined Quest Diagnostics as\n\nPresident and Chief Executive Officer in May\n\n2012 and was named Chairman in 2016. He\n\nstepped down from his role as President and CEO\n\nin 2022, and as Chairman in early 2023. Prior\n\nto joining Quest Diagnostics, Mr. Rusckowski was\n\nCEO of Philips Healthcare, which he joined in\n\n2001 when Philips acquired the Healthcare\n\nSolutions Group that he was leading at Hewlett-\n\nPackard/Agilent Technologies. Mr. Rusckowski\n\nalso serves on the Board of Directors of Oracle\n\nCorporation, and previously served as a member\n\nof the Board of Directors of Tenet Healthcare\n\nCorporation, Xerox Holdings Corporation,\n\nCovidien plc and Baxter International Inc. He\n\nearned a bachelor’s degree in mechanical\n\nengineering from Worcester Polytechnic Institute\n\nand a master’s in management from the\n\nMassachusetts Institute of Technology’s Sloan\n\nSchool of Management.\n\nStephen H.\n\nRusckowski\n\nCommittees: Compensation & Human\n\nResources; Nomination & Governance\n\n(Chair)\n\n(1957, U.S.)\n\nSkills and qualifications\n\n•Former CEO of Quest Diagnostics, one of the \n\nworld's largest clinical laboratory company\n\n•Global leader with a strong record of growth\n\nand operational execution\n\n•Contributes insights from public company\n\nboards and governance experience\n\nMetin Colpan, Ph.D., is a co-founder of\n\nQIAGEN and was the Chief Executive Officer\n\nand a Managing Director from 1985 to 2003.\n\nDr. Colpan has been a member of the\n\nSupervisory Board since 2004 and has been a\n\nmember of the Nomination & Governance\n\nCommittee since 2015. Prior to co-founding\n\nQIAGEN, Dr. Colpan was an Assistant\n\nInvestigator at the Institute for Biophysics at the\n\nUniversity of Düsseldorf. He has extensive\n\nexperience in sample technologies, in particular\n\nthe separation and purification of nucleic acids,\n\nand has many patents in the field. Dr. Colpan\n\nobtained his doctorate and master’s degree from\n\nthe Darmstadt Institute of Technology.\n\nDr. Metin\n\nColpan\n\nCommittees: Science & Technology\n\n(Chair); Nomination & Governance\n\n(1955, German)\n\nSkills and qualifications\n\n•QIAGEN co-founder and former CEO with\n\ndeep institutional knowledge\n\n•Pioneer in sample technologies and nucleic\n\nacid purification\n\n•Contributes deep insight into QIAGEN’s\n\ntechnologies, products and strategy\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 69\n\nSupervisory Board\n\nToralf Haag, Ph.D., joined the Supervisory\n\nBoard and Audit Committee in 2021 and is Chair\n\nof the Audit Committee. Since September 2024,\n\nDr. Haag is Chief Executive Officer and\n\nChairman of the Executive Board of Aurubis AG,\n\na publicly listed German company. In May 2025,\n\nDr. Haag joined the Board of Directors of NV\n\nBekaert SA, a publicly listed Belgian company.\n\nPreviously, Dr. Haag was Chief Executive Officer\n\nand Chairman of the Corporate Board of\n\nManagement of Voith GmbH & Co. KGaA, a\n\nprivately held German technology company.\n\nBefore joining Voith as Chief Financial Officer in\n\n2016, Dr. Haag served for more than 11 years\n\nas Chief Financial Officer and member of the\n\nExecutive Committee of Lonza Group AG. Dr.\n\nHaag earned a degree in business administration\n\nfrom the University of Augsburg and a Ph.D. from\n\nthe University of Kiel.\n\nDr. Toralf\n\nHaag\n\nCommittee: Audit (Chair and\n\nFinancial Expert)\n\n(1966, German)\n\nSkills and qualifications\n\n•CEO of a global industrial company with\n\ninternational leadership experience\n\n•Former CFO of Lonza with a strong record in \n\ntransformation and operational performance\n\n•Contributes deep capital markets and financial\n\nexpertise \n\nRoss L. Levine, M.D., joined the Supervisory\n\nBoard and its Science & Technology Committee in\n\n2016. In 2021, he became Chair of QIAGEN’s\n\nScientific Advisory Board. A physician-scientist\n\nfocused on researching and treating blood and\n\nbone-marrow cancers, Dr. Levine is the Laurence\n\nJoseph Dineen Chair in Leukemia Research, the\n\nChief of Molecular Cancer Medicine and an\n\nAttending Physician at Memorial Sloan Kettering\n\nCancer Center, and Professor of Medicine at\n\nWeill Cornell Medicine. Board-certified in internal\n\nmedicine and hematology-oncology, Dr. Levine\n\nreceived a bachelor’s degree from Harvard\n\nCollege and his M.D. from The Johns Hopkins\n\nUniversity School of Medicine.\n\nProf. Dr. Levine stepped down from the\n\nSupervisory Board in January 2026 following his\n\nappointment to a new leadership role as Chief\n\nScientific Officer at Memorial Sloan Kettering\n\nCancer Center. He will continue to lead our\n\nScientific Advisory Board.\n\nProf. Dr. Ross L.\n\nLevine\n\nCommittee: Science & Technology\n\n(1972, U.S.)\n\nSkills and qualifications\n\n•Leading physician-scientist in oncology and\n\nmolecular cancer medicine\n\n•Leads discussions on innovation as Chair of\n\nthe QIAGEN Scientific Advisory Board\n\n•Contributes deep expertise in molecular\n\nresearch and emerging clinical trends\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 70\n\nSupervisory Board\n\nBert van Meurs joined the Supervisory Board\n\nand the Nomination & Governance Committee in\n\nApril 2024. He is a member of the Executive\n\nCommittee at Royal Philips N.V. of the\n\nNetherlands, where he serves as Executive Vice\n\nPresident and Chief Business Leader of Image\n\nGuided Therapy, and also as Chief Business\n\nLeader of Precision Diagnosis (ad interim)\n\nresponsible for Diagnosis and Treatment. He has\n\nmore than 40 years of experience since joining\n\nPhilips in 1985 in various global business\n\nleadership positions. He has a master’s degree in\n\nphysics from the University of Utrecht and a\n\ndegree in business marketing from the Technical\n\nUniversity of Eindhoven, both in the Netherlands.\n\nBert\n\nvan Meurs\n\nCommittee: Nomination &\n\nGovernance\n\n(1961, Dutch)\n\nSkills and qualifications\n\n•Global healthcare executive with over 40\n\nyears of leadership at Philips\n\n•Deep expertise in medical technology,\n\nimaging and digital health\n\n•Contributes insights into global healthcare\n\nmarkets and innovation trends\n\nEva van Pelt joined the Supervisory Board and\n\nthe Audit Committee in March 2024. She most\n\nrecently served as Co-CEO and member of the\n\nManagement Board of Eppendorf Group, a\n\nprivately held German Life Sciences company.\n\nPrior to her time at Eppendorf, she held various\n\ninternational management positions of increasing\n\nresponsibility with Siemens, Accenture, Hitachi\n\nData Systems and Leica Microsystems. She also\n\nserves as a member of the Supervisory Board of\n\nPaul Hartmann AG, a publicly listed German\n\nhealthcare company, and as President of the\n\nGerman-Dutch Chamber of Commerce. She\n\nearned a Diplom-Kauffrau degree from the\n\nLudwig-Maximilians-Universität in Munich.\n\nEva\n\nvan Pelt\n\nCommittee: Audit Committee\n\n(1965, German)\n\nSkills and qualifications\n\n•Former Co-CEO of Eppendorf with deep\n\nleadership experience in Life Sciences\n\n•International executive with track record across\n\nhealthcare and technology companies\n\n•Contributes cross-border business and\n\ngovernance experience\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 71\n\nSupervisory Board\n\nEva Pisa, Ph.D., joined the Supervisory Board\n\nand the Compensation & Human Resources\n\nCommittee in 2022. She is an adviser to several\n\nLife Sciences and diagnostic companies through\n\nher company piMed Consulting, and she\n\npreviously held senior leadership positions at\n\nRoche Diagnostics International from 2007 to\n\n2020, most recently as Senior Vice President at\n\nRoche Centralized and POC Solutions. Prior to\n\njoining Roche, she was Chief Executive Officer of\n\nSangtec Molecular Diagnostics AB, a Swedish\n\nstart-up, from 2001 to 2007. Dr. Pisa holds a\n\nPh.D. from the Karolinska Institutet and an MBA\n\nfrom Heriot-Watt University.\n\nDr. Eva\n\nPisa\n\nSkills and qualifications\n\nCommittees: Compensation & Human\n\nResources (Chair)\n\n(1954, Swedish/Swiss)\n\n•Diagnostics and Life Sciences executive with\n\nsenior leadership experience at Roche\n\n•Deep expertise in innovation, product market\n\ndevelopment and commercialization\n\n•Contributes operational experience across\n\ndiagnostics and healthcare companies\n\nElizabeth E. Tallett joined the Supervisory\n\nBoard and its Audit Committee and\n\nCompensation & Human Resources Committee in\n\n2011. In 2016, she joined the Nomination &\n\nGovernance Committee. From 2002 to 2015, she\n\nwas a Principal of Hunter Partners, LLC, a\n\nmanagement company for pharmaceutical,\n\nbiotechnology and medical device companies,\n\nand continues to consult with early-stage\n\nhealthcare companies. She previously served as\n\nPresident and Chief Executive Officer of Transcell\n\nTechnologies Inc.; President of Centocor\n\nPharmaceuticals; Executive Committee member of\n\nthe Parke-Davis; and Director of Worldwide\n\nStrategic Planning for Warner-Lambert Company.\n\nMs. Tallett is a member of the Board of Directors\n\nof Moderna, Inc., and previously served as Chair\n\nof the Board of Directors of Elevance Health. She\n\nwas a founding board member of the\n\nBiotechnology Council of New Jersey. She\n\nearned bachelor’s degrees in mathematics and\n\neconomics from the University of Nottingham.\n\nElizabeth E.\n\nTallett\n\nCommittees: Audit, Compensation &\n\nHuman Resources, Nomination &\n\nGovernance\n\n(1949, U.S./British)\n\nSkills and qualifications\n\n•Accomplished healthcare and biotech\n\nexecutive with deep industry experience\n\n•Strong background in strategy, business\n\ndevelopment and growth initiatives\n\n•Contributes extensive public company board\n\nexperience and strategic insight \n\nMark Stevenson (1962) joined the Supervisory Board in January 2026 and\n\nis a member of the Nomination & Governance committee. He is currently an\n\nOperating Partner at Fivespan Partners and has more than 30 years of\n\nexperience in life science technology companies. He most recently served as\n\nExecutive Vice President and Chief Operating Officer at Thermo Fisher\n\nScientific. He previously served as President and Chief Operating Officer at Life\n\nTechnologies and President and Chief Operating Officer at Applied Biosystems.\n\nHe also serves on the board of directors of Ingersoll Rand Inc.\n\nLawrence A. Rosen joined the Supervisory Board in 2013 and served as\n\nChair of the Supervisory Board from 2020 until he stepped down at the Annual\n\nGeneral Meeting in June 2025. He was a member of the Audit Committee and \n\nthe Nomination & Governance Committee.\n\nElaine Mardis, Ph.D., joined the Supervisory Board in 2014 and stepped\n\ndown at the Annual General Meeting in June 2025. She was a member of the\n\nScience & Technology and the Compensation & Human Resources Committees.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 72\n\nBoard-Related Matters\n\nDutch law: Diversity requirements within the Managing Board\n\nand Supervisory Board\n\nOn January 1, 2022, a Dutch gender diversity bill became effective. The\n\ngender diversity bill imposes requirements on so-called \"large\" companies such\n\nas QIAGEN to formulate appropriate and ambitious gender balance targets for\n\nthe Supervisory Board, Managing Board and senior management.\n\nAlthough we are not subject to quota requirements for gender diversity within\n\nthe Managing Board and Supervisory Board, we support the trend toward\n\nhigher participation of women.\n\nAccordingly, we have established gender balance targets that we consider\n\nappropriate and ambitious as follows:\n\n•Our objective is for at least 40% of the Supervisory Board members to be\n\nwomen and at least 40% men in the mid-term. As of December 31, 2025,\n\nthe Supervisory Board was comprised of three women and five men, or\n\n37.5% women.\n\n•Our current Managing Board consists of two members, the CEO and the\n\nCFO, who are ultimately accountable for the actions and decisions of\n\nQIAGEN. If there is a change of a current Managing Board member, an\n\nexpansion in the number or a change in the governance structure, we will\n\nseek to have at least 30% women as members and at least 30% men. We\n\nwill consider internal candidates from QIAGEN’s senior management who\n\nfulfill the desired profile for any open position or by defining selection criteria\n\nfor new hires that include, among other factors, gender diversity.\n\n•In senior management, our goal is to have at least 40% women and 40%\n\nmen in these roles in the mid-term. The number of women in leadership roles\n\nhas steadily increased since 2017, with approximately 37% of leadership\n\nroles held by women at the end of 2025.\n\nQIAGEN believes that gender is only one aspect of diversity and strives to\n\nensure a diverse composition in terms of factors such as age, nationality, public\n\nreputation, industry or academic experience, etc.\n\n2025\n\n2024\n\nNumber of executive members on Managing\n\nBoard\n\n2\n\n2\n\nNumber of non-executive members on\n\nSupervisory Board\n\n8\n\n10\n\nRatio of women to men (percent):\n\n% of women on the Supervisory Board\n\n37%\n\n40%\n\n% of women on the Managing Board\n\n—%\n\n—%\n\n% of men on the Supervisory Board\n\n63%\n\n60%\n\n% of men on the Managing Board\n\n100%\n\n100%\n\n% of other on the Supervisory Board\n\n—%\n\n—%\n\n% of other on the Managing Board\n\n—%\n\n—%\n\nWe are committed to increasing diversity in our pursuit of individuals for these\n\nBoards and senior management roles who offer a unique blend of scientific and\n\ncommercial expertise combined with leadership capabilities that will contribute\n\nto the future success of QIAGEN. Management development programs support\n\nthe career advancement of leaders regardless of gender and other factors. As a\n\nresult, the number of women in key leadership roles, particularly in commercial\n\nand operational positions, has increased within QIAGEN in recent years.\n\nIn line with this commitment, our Nomination & Governance Committee will\n\ncontinue to select future members for the Managing Board and Supervisory\n\nBoard with due observance of its aim to ensure a diverse leadership team on\n\nthe basis of gender, but also on the basis of other factors -- all without\n\ncompromising our commitment to hiring the best individuals for those positions.\n\nWe employ based on role requirements and in keeping with local laws.\n\nWe select people for roles considering their job-related qualifications, skills and\n\nexperience. QIAGEN complies in all cases with applicable equal opportunity\n\nand anti-discrimination laws in all local jurisdictions.\n\nMore information about diversity at QIAGEN can be found below under the\n\nsection [Dutch Corporate Governance Code - Comply or explain](#ifabd503fdcb34ab280da7f28bd9b3642_20013).\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 73\n\nBoard-Related Matters\n\nCulture\n\nAt QIAGEN, we foster a culture deeply rooted in quality, ingenuity and\n\naccessibility, reflecting our core brand values. Our purpose – to help customers\n\nadvance science and improve patient outcomes – underpins our commitment to\n\na strong, ethical and inclusive corporate culture. The Management Board\n\nperiodically assesses the culture within QIAGEN and whether changes to that\n\nculture are desirable. Currently, the Management Board believes that\n\nQIAGEN’s culture continues to support sustainable long-term value creation,\n\nintegrity and transparency. While no fundamental changes to QIAGEN’s\n\nculture are currently considered necessary, we continue to evaluate our culture\n\nand pursue opportunities to strengthen it where appropriate.\n\nCulture’s contribution to long-term value creation\n\nOur EMPOWER culture is intended to encourage employees to take ownership\n\nof their work while remaining accountable for decisions made in the best\n\ninterests of QIAGEN, our customers and other stakeholders. This empowerment\n\nsupports innovation, collaboration and integrity, which are critical components\n\nof our sustainable long-term value creation.\n\nOur approach to compensation reinforces our EMPOWER cultural aspirations\n\nby rewarding not only what goals are achieved, but also how they are\n\nachieved, helping to align performance with our values and ethical standards.\n\nGovernance and compliance: Ensuring ethical conduct\n\nQIAGEN maintains a robust framework of checks and balances to uphold\n\ncompliance with laws, ethical standards and healthy business practices:\n\n(1)Corporate Code of Conduct and Ethics – Sets out the standards of integrity\n\nand conduct expected across all levels of the organization and supports\n\nethical decision-making.\n\n(2)QIAintegrity Line – A web-based, independent and confidential reporting\n\ntool that enables employees and third parties to report suspected\n\nmisconduct within QIAGEN or our supply chain, thereby reinforcing\n\ntransparency and accountability.\n\n(3)Compliance Committee – Comprising senior executives from various\n\nfunctions, this committee oversees compliance with our Corporate Code of\n\nConduct and Ethics and supports the continuous improvement in ethical\n\ngovernance.\n\nWe regularly evaluate the effectiveness of, and compliance with, our Corporate\n\nCode of Conduct and Ethics and related reporting and governance\n\nmechanisms, and remains committed to fostering a culture that supports\n\nsustainable long-term value creation while maintaining high standards of\n\ncompliance and integrity.\n\nConflicts of interest, loans or similar benefits\n\nResolutions to enter into transactions that may create a conflict of interest\n\nbetween a member of the Managing Board or Supervisory Board and QIAGEN\n\n– where such transactions could have material significance for either QIAGEN\n\nor the involved member – must be reported to the Supervisory Board for review\n\nand approval.\n\nIn 2025, neither QIAGEN nor any of its Supervisory Board members entered\n\ninto any such transactions. No credit, loans or similar benefits were granted to\n\nmembers of the Managing Board or Supervisory Board. Additionally, the\n\nManaging Board and Supervisory Board members did not receive any benefits\n\nfrom third parties that were either promised or granted in view of their position\n\nwith QIAGEN.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 74\n\nShareholder Meetings and Share Capital\n\nShareholder meetings\n\nOur shareholders exercise their voting rights through the Annual General\n\nMeeting and through any Extraordinary General Meeting that may be called.\n\nResolutions at a General Meeting are adopted by an absolute majority of votes\n\ncast, unless a different majority of votes or quorum is required by Dutch law or\n\nthe Articles of Association. Each share confers the right to cast one vote.\n\nFurthermore, the Managing Board, or where appropriate the Supervisory\n\nBoard, shall provide all shareholders and other stakeholders with equal and\n\nsimultaneous public information about any matters deemed to be materially\n\nrelevant and could significantly influence QIAGEN's share price.\n\nQIAGEN is required to convene an Annual General Meeting in the\n\nNetherlands within six months following the end of each year. The agenda must\n\ncontain certain matters as specified in our Articles of Association and under\n\nDutch law, including, among other things, the adoption of the Annual Financial\n\nStatements.\n\nExtraordinary General Meetings are held as often as deemed necessary by the\n\nManaging Board or Supervisory Board, or upon a request to the Managing\n\nBoard or Supervisory Board by one or more shareholders and other persons\n\nentitled to attend meetings jointly representing (i) at least 40% of our issued\n\nshare capital, with those persons jointly being authorized to convene such\n\nmeeting themselves in case the boards do not timely comply with the request, in\n\naccordance with the Articles of Association, or (ii) at least 10% of our issued\n\nshare capital, with those persons jointly being authorized to convene such\n\nmeeting themselves in case the boards do not comply in time with the request,\n\nbut only if and to the extent authorized thereto by a competent Dutch court in\n\naccordance with the laws of the Netherlands.\n\nShareholders are entitled to propose items for the agenda provided that they\n\nhold at least 3% of the issued share capital.\n\nProposals for agenda items must be submitted at least 60 days prior to the\n\nGeneral Meeting date. The notice convening a General Meeting, accompanied\n\nby the agenda, shall be sent no later than 42 days prior to the meeting date.\n\nQIAGEN informs the General Meeting by means of explanatory notes to the\n\nagenda, providing all information relevant to the proposed resolutions.\n\nPursuant to the Dutch Code, all transactions between QIAGEN and legal or\n\nnatural persons who hold at least 10% of the shares in the Company shall be\n\nagreed on terms that are customary to our industry. Decisions to enter into\n\ntransactions in which there are considered to be conflicts of interest of material\n\nsignificance to the Company and/or to the people involved require the\n\napproval of the Supervisory Board. QIAGEN did not enter into any such\n\ntransaction in 2025.\n\nFurthermore, pursuant to the Dutch implementation of the Shareholders Rights\n\nDirective II (SRD II), certain material transactions with related parties (in the\n\nmeaning of the standards adopted by the International Accounting Standards\n\nBoard and approved by the European Commission) require the approval of the\n\nSupervisory Board or, if all Supervisory Board members are involved in such\n\ntransactions, the General Meeting of Shareholders.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 75\n\nShareholder Meetings and Share Capital\n\nMajor shareholders\n\nThe following table sets forth certain information concerning the ownership of\n\nour Shares by holders with at least 5% ownership. None of these holders have\n\nany different voting rights than other shareholders.\n\nName and country of residence\n\nShares beneficially owned\n\nNumber\n\nPercent ownership(1)\n\nBlackRock, Inc., United States and United Kingdom\n\n20,678,987\n\n(2)\n\n9.53%\n\nMassachusetts Financial Services Company, United States and Canada\n\n25,301,124\n\n(3)\n\n11.66%\n\nWellington Management Group LLP, United States and United Kingdom\n\n14,137,799\n\n(4)\n\n6.52%\n\n(1)The percentage ownership was calculated based on 216,920,735 Common Shares outstanding as of December 31, 2025.\n\n(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\n\ndispositive 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\n\nreported ownership as of January 31, 2026.\n\n(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\n\nhas 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\n\nwith the Securities and Exchange Commission on May 14, 2025, which reported ownership as of March 31, 2025.\n\n(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\n\nLLP, 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\n\nCompany 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\n\nindirectly through Wellington Management Global Holdings, Ltd, the Wellington Investment Advisers. Wellington Investment Advisors Holding LLP is owned by Wellington Group Holdings LLP. Wellington\n\nGroup 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\n\nHoldings 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.\n\nWellington 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.\n\nControl of registrant\n\nTo our knowledge, QIAGEN is not directly or indirectly owned or controlled by\n\nanother corporation, by any foreign government, or by any other natural or\n\nlegal person.\n\nAs of January 31, 2026, the officers and directors of QIAGEN as a group\n\nbeneficially owned approximately 1.0 million Shares, or 0.5% of outstanding\n\nShares.\n\nUnited States Shareholdings\n\nAs of December 31, 2025 and based on information available to us, 41% of\n\noutstanding common shares were held by approximately 170 registered\n\nholders in the U.S. Since certain of our Shares were held by brokers and\n\nnominees, the number of record holders in the U.S. may not be representative\n\nof the number of beneficial holders, or of where the beneficial holders are\n\nresident.\n\nHolders of any securities with special control rights\n\nNot applicable.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 76\n\nShareholder Meetings and Share Capital\n\nSystem of control of any employee share scheme where the\n\ncontrol rights are not exercised directly by the employees\n\nNot applicable.\n\nRestrictions on voting rights\n\nAt the General Meeting, each share shall confer the right to cast one vote,\n\nunless otherwise provided by law or our Articles of Association. No votes may\n\nbe cast in respect of shares that we or our subsidiaries hold, or by\n\nusufructuaries and pledgees.\n\nAll shareholders and other persons entitled to vote at General Meetings are\n\nentitled to attend General Meetings, to address the meeting and to vote.\n\nThey must notify the Managing Board in writing of their intention to be present\n\nor represented no later than on the third day prior to the day of the General\n\nMeeting, unless the Managing Board permits notification within a shorter\n\nperiod of time prior to the Meeting. Subject to certain exceptions, resolutions\n\nmay be passed by a simple majority of the votes cast.\n\nAgreements between shareholders which are known to the\n\ncompany and may result in restrictions on the transfer of\n\nsecurities and/or voting rights\n\nNot applicable.\n\nRules governing the appointment and replacement of board\n\nmembers and amendments of the Articles of Association\n\nSupervisory Board and Managing Board members are appointed annually for\n\nthe period beginning on the day following the Annual General Meeting up to,\n\nand including, the day of the Annual General Meeting held the following year.\n\nManaging Board members shall be appointed by the General Meeting upon\n\nthe Joint Meeting having made a binding nomination. However, the General\n\nMeeting may overrule the binding nature of a nomination by a resolution\n\nadopted by at least a two-thirds majority of the votes cast, if such majority\n\nrepresents more than half the issued share capital. This is different from the\n\nprovisions of many U.S. corporate statutes, including the Delaware General\n\nCorporation Law, which give the directors of a corporation greater authority in\n\nchoosing the executive officers.\n\nUnder our Articles of Association, the General Meeting may suspend or dismiss\n\na Managing Board member at any time. The Supervisory Board shall also be\n\nentitled at all times to suspend (but not to dismiss) a Managing Director. The\n\nArticles of Association also provide that the Supervisory Board may adopt\n\nmanagement rules governing the internal organization of the Managing Board.\n\nThe Supervisory Board members shall be appointed by the General Meeting\n\nupon the Joint Meeting having made binding nominations. If a vacancy occurs\n\nin the Supervisory Board during the year, the Supervisory Board may appoint a\n\nnew member who will cease to hold office at the next Annual General Meeting,\n\nwhere this member may stand for appointment to a one-year term along with\n\nother Supervisory Board and Managing Board members. This right is limited to\n\na number up to one-third of its current members.\n\nUnder Dutch law, in the event that there is a conflict of interest between a\n\nSupervisory Board member and QIAGEN involving our business, the involved\n\nSupervisory Board member shall not participate in the discussions and voting\n\non that matter. Additionally, Dutch law stipulates that a Supervisory or\n\nManaging Board member should report any conflict of interest or potential\n\nconflict of interest in a transaction that is of material significance to the\n\nCompany and/or to the member to the Chair of the Supervisory Board without\n\ndelay. The Supervisory Board should decide, outside the presence of the\n\ninvolved Supervisory Board member, whether there is a conflict of interest. If all\n\nSupervisory Board members have a conflict of interest, the relevant resolution\n\nshall be voted on by the General Meeting. Decisions to enter into transactions\n\nunder which a Supervisory Board member has a conflict of interest require the\n\napproval of the Supervisory Board.\n\nThe Nomination & Governance Committee is primarily responsible for the\n\npreparation of selection criteria and appointment procedures for members of\n\nthe Supervisory Board and Managing Board as well as the periodic evaluation\n\nof the scope and composition of the two Boards, including the profile of the\n\nSupervisory Board.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 77\n\nShareholder Meetings and Share Capital\n\nIt also proposes the (re-)appointments of the members for both Boards and\n\nsupervises the policy of our Managing Board in relation to selection and\n\nappointment criteria for senior management.\n\nA resolution of the General Meeting to amend our Articles of Association,\n\ndissolve QIAGEN, issue shares or grant rights to subscribe for shares or limit or\n\nexclude any pre-emptive rights to which shareholders shall be entitled is valid\n\nonly if proposed to the General Meeting by the Supervisory Board.\n\nA resolution of the General Meeting to amend our Articles of Association is\n\nfurther only valid if the complete proposal has been made available for\n\ninspection by the shareholders and the other persons entitled to attend General\n\nMeetings at our offices as from the day of notice convening such meeting until\n\nthe end of the meeting. A resolution to amend our Articles of Association to\n\nchange the rights attached to the shares of a specific class requires the\n\napproval of the relevant class meeting.\n\nPowers of board members, including to issue or buy back shares\n\nThe Managing Board manages QIAGEN and is responsible for defining and\n\nachieving QIAGEN’s aims, strategy, policies and results. It is also responsible\n\nfor complying with all relevant legislation and regulations, as well as for\n\nmanaging the risks associated with our business activities and financing\n\nrequirements.\n\nThe Managing Board provides the Supervisory Board with timely information\n\nnecessary for the exercise of the duties of the Supervisory Board, and takes into\n\naccount the interests of QIAGEN, its enterprises and all parties involved in\n\nQIAGEN, including shareholders and other stakeholders.\n\nSupervisory Board members have the powers assigned to them by Dutch law,\n\nthe Articles of Association and in certain cases powers assigned by the General\n\nMeeting.\n\nThe Supervisory Board assists the Managing Board by providing advice\n\nrelating to the business activities and strategy. In discharging its duties, the\n\nSupervisory Board also takes into account the interests of QIAGEN, its\n\nenterprise and all parties involved in QIAGEN, including shareholders and\n\nother stakeholders.\n\nOn June 26, 2025, the General Meeting authorized the Supervisory Board until\n\nDecember 26, 2026 (i) to issue a number of ordinary shares and financing\n\npreference shares and grant rights to subscribe for such shares, the aggregate\n\npar value of which shall be equal to the aggregate par value of fifty percent\n\n(50%) of the shares issued and outstanding in the capital of the Company as at\n\nDecember 31, 2024, as included in the Annual Accounts for Calendar Year\n\n2023 and (ii) to restrict or exclude the pre-emptive rights with respect to issuing\n\nordinary shares or granting subscription rights, the aggregate par value of such\n\nshares or subscription rights shall be up to a maximum of ten percent (10%) of\n\nthe aggregate par value of all shares issued and outstanding in the capital of\n\nthe Company as at December 31, 2024.\n\nWe may acquire our own shares, subject to certain provisions of Dutch law and\n\nour Articles of Association, if (i) shareholders’ equity less the payment required\n\nto make the acquisition does not fall below the sum of paid-up and called-up\n\ncapital and any reserves required by Dutch law or the Articles of Association,\n\nand (ii) we and our subsidiaries would not thereafter hold shares with an\n\naggregate nominal value exceeding half of our issued share capital. Shares\n\nthat we hold in our own capital or shares held by one of our subsidiaries may\n\nnot be voted. The Managing Board, subject to the approval of the Supervisory\n\nBoard, may effect the acquisition of shares in our own capital. Our acquisitions\n\nof shares in our own capital may only take place if the General Meeting has\n\ngranted to the Managing Board the authority to effect such acquisitions. Such\n\nauthority may apply for a maximum period of eighteen months and must specify\n\nthe number of shares that may be acquired, the manner in which shares may\n\nbe acquired and the price limits within which shares may be acquired. Dutch\n\ncorporate law allows for the authorization of the Managing Board to purchase\n\na number of shares equal to up to 50% of the Company’s issued share capital\n\non the date of the acquisition.\n\nOn June 26, 2025, the General Meeting resolved to extend the authorization\n\nof the Managing Board in such manner that the Managing Board may cause us\n\nto acquire shares in our own share capital, for an 18-month period beginning\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 78\n\nShareholder Meetings and Share Capital\n\nJune 26, 2025, until December 26, 2026, without limitation at a price between\n\none euro cent (EUR 0.01) and one hundred ten percent (110%) of the higher of\n\nthe average closing price of our shares on the New York Stock Exchange or, as\n\napplicable, the Frankfurt Stock Exchange, for the five trading days prior to the\n\nday of purchase, or, with respect to preference and financing preference\n\nshares, against a price between one euro cent (EUR 0.01) and three times the\n\nissuance price and in accordance with applicable provisions of Dutch law and\n\nour Articles of Association.\n\nSignificant agreements to which the company is a party and\n\nwhich take effect after or terminate upon a change of control of\n\nthe company following a takeover bid\n\nCertain other provisions of our Articles of Association allow us, under certain\n\ncircumstances, to prevent a third party from obtaining a majority of the voting\n\ncontrol of our common shares through the issuance of preference shares.\n\nPursuant to our Articles of Association and the resolution adopted by our\n\nGeneral Meeting, our Supervisory Board is entitled to issue preference shares in\n\ncase of an intended takeover of our Company by (i) any person who alone or\n\nwith one or more other persons, directly or indirectly, have acquired or given\n\nnotice of an intent to acquire (beneficial) ownership of an equity stake which in\n\naggregate equals 20% or more of our share capital then outstanding or (ii) an\n\n“adverse person” as determined by the Supervisory Board. If the Supervisory\n\nBoard opposes an intended takeover and authorizes the issuance of preference\n\nshares, the bidder may withdraw its bid or enter into negotiations with the\n\nManaging Board and/or Supervisory Board and agree on a higher bid price\n\nfor our Shares.\n\nIn 2004 (as amended in 2012), we granted an option to the Stichting\n\nPreferente Aandelen QIAGEN (the “Foundation” (Stichting)), whereby the\n\nexercise of the option by the Foundation is subject to the conditions described\n\nin the paragraph above and which option allows the Foundation to acquire\n\npreference shares. The option enables the Foundation to acquire such number\n\nof preference shares as equals the number of our outstanding common shares\n\nat the time of the relevant exercise of the right less one share. When exercising\n\nthe option and exercising its voting rights on such shares, the Foundation must\n\nact in our interest and the interests of our stakeholders. The purpose of the\n\nFoundation option is to prevent or delay a change of control that would not be\n\nin the best interests of us and our stakeholders. An important restriction on the\n\nFoundation’s ability to prevent or delay a change of control is that issuing\n\n(preference or other) protective shares enabling the Foundation to exercise 30%\n\nor more of the voting rights without the obligation to make a mandatory offer\n\nfor all shares held by the remaining shareholders, is only allowed after a public\n\noffer has been announced by a third party. In addition, the holding of such a\n\nblock of shares by the Foundation is restricted to two years and, as a\n\nconsequence, the size of the protective stake will need to be decreased below\n\nthe 30% voting rights threshold before the two-year period lapses.\n\nPursuant to our stock plans, the vesting and exercisability of certain stock rights\n\nwill be accelerated in the event of a change of control, as defined in the\n\nagreements under the 2014 and 2023 Stock Plans. Further, certain of our\n\nemployment contracts contain provisions which guarantee the payments of\n\ncertain amounts in the event of a change in control, or if the executive is\n\nterminated for reasons other than cause, as defined in the agreements.\n\nAgreements between the company and its board members\n\nor employees providing for compensation in case of resignation\n\nor termination without valid reason or if employment ceases\n\ndue to a change of control\n\nThe Managing Board members are appointed annually to one-year terms by the\n\nGeneral Meeting upon a binding nomination by the Joint Meeting. Further, the\n\nManaging Board members have entered into employment agreements with\n\nQIAGEN N.V. and other QIAGEN affiliates. The terms of these agreements\n\nvary for each Managing Board member due to individual arrangements, and\n\nthese go beyond the one-year term of appointment as Managing Directors.\n\nThese agreements cannot be terminated without cause and, absent such cause,\n\nhave to be fulfilled under the terms. These agreements contain provisions that\n\nguarantee certain payments in the event of a change in control, as defined in\n\nthe agreements. There are no arrangements for any extra compensation in case\n\nof resignation or termination.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 79\n\nShareholder Meetings and Share Capital\n\nThe Supervisory Board members are also appointed annually by the General\n\nMeeting upon a binding nomination by the Joint Meeting.\n\nThere are no additional employments in place and there are no arrangements\n\nfor any extra compensation in case of resignation or termination.\n\nThe General Meeting determines the remuneration of the members of the\n\nSupervisory Board.\n\nReporting in accordance with Directive 2004/25/EC of the\n\nEuropean Parliament and of the Council of April 21, 2004, on\n\ntakeover bids\n\nNot applicable.\n\nStructure of our capital, including securities which are not\n\nadmitted to trading on a regulated market in a member state of\n\nthe European Union\n\nThe authorized classes of our shares consist of common shares,financing\n\npreference shares and preference shares. No financing preference shares or\n\npreference shares have been issued.\n\nAs of December 31, 2025, a total of approximately 216.9 million common\n\nshares were outstanding, with an additional 11.4 million reserved under stock\n\nplans, including shares subject to outstanding awards. Additionally, convertible\n\ndebts discussed further in Note 16 \"Debt,\" cover an aggregate of 19.8 million\n\nunderlying shares of common stock or up to a maximum of 27.1 million shares,\n\nsubject to customary adjustments under certain circumstances.\n\nShares - restrictions on the transfer of securities\n\nOur shares are issued in registered form only. No share certificates are issued\n\nfor our shares, which are registered in our Shareholders' Register with Equiniti\n\nTrust Company, LLC, our transfer agent and registrar in New York.\n\nThe transfer of registered shares requires a written instrument of transfer and the\n\nwritten acknowledgment of such transfer by QIAGEN or the New York Transfer\n\nAgent (in our name).\n\nAnti-takeover measures\n\nIn 2004, the Supervisory Board granted an option to the Dutch Foundation\n\nStichting Preferente Aandelen QIAGEN that allows the Foundation to acquire\n\npreference shares from QIAGEN if (i) a person has (directly or indirectly)\n\nacquired or has expressed a desire to acquire more than 20% of our issued\n\nshare capital, or (ii) a person holding at least a 10% interest in the share\n\ncapital has been designated as a hostile person by our Supervisory Board. The\n\noption enables the foundation to acquire preference shares equal to the number\n\nof our outstanding common shares at the time of the relevant exercise of the\n\nright, less one share. When exercising the option and exercising its voting\n\nrights on these shares, the foundation must act in the interest of QIAGEN and\n\nthe interests of our stakeholders. No preference shares are currently\n\noutstanding.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 80\n\nAdditional Information\n\nCyber security\n\nCyber security risks are managed at multiple levels throughout the Company\n\nand are considered in the context of our overall Enterprise Risk Management as\n\ndiscussed under Risks and Risk Management. Cyber security risks facing our\n\nbusiness that are reasonably likely to materially affect us, including our business\n\nstrategy, results of operations or financial condition, are described in [Risks and](#i3aa25a95177c463e85a564d4fb90a601_85)\n\n[Risk Management](#i3aa25a95177c463e85a564d4fb90a601_85) under “[We rely on up-to-date systems and strong processes](#id5e4972774c54ab9b21197835520b7e1_73088)\n\n[to meet evolving cyber laws, strong cyber security governance and standards, if](#id5e4972774c54ab9b21197835520b7e1_73088)\n\n[our cyber security governance, data‑security practices or critical systems fail to](#id5e4972774c54ab9b21197835520b7e1_73088)\n\n[keep pace with evolving requirements, we may face unauthorized access,](#id5e4972774c54ab9b21197835520b7e1_73088)\n\n[operational disruptions, fines and reputational harm.](#id5e4972774c54ab9b21197835520b7e1_73088)” In the past three years\n\nthrough the date of this annual report, there have been no breaches of cyber\n\nsecurity or other related risk threats that have, or are reasonably likely to have,\n\na material impact to our business. We have not incurred any material expenses\n\nand have not incurred any penalties or settlements.\n\nCyber security risk management and strategy\n\nEmbedded in our risk management strategy, we maintain a cyber security\n\nprogram to identify and assess material risks to ensure the confidentiality,\n\nintegrity and availability of our information assets and to ensure our IT systems\n\noperate effectively. Reporting to our Chief Financial Officer, our Chief\n\nInformation Security Officer (CISO) is responsible for our enterprise and cyber\n\nrisk management program. A subject-matter expert with more than a decade of\n\nexperience leading information security programs, our CISO is supported by a\n\nglobal team of security professionals. These security professionals focus on\n\ninformation security and evaluate our global processes and relevant cyber\n\nsecurity threats. The severity and materiality of incidences are address through\n\nan incident reporting process and, if necessary, are escalated internally to\n\nsenior management, who assess the need for public disclosure.\n\nOur cyber security program includes appropriate testing and training, and we\n\nengage third parties in connection with such processes to ensure the\n\neffectiveness of our cyber security controls. Additionally, relevant third-party\n\nservice providers are subject to cyber security review.\n\nCyber security governance\n\nThe Managing Board is ultimately responsible for cyber security management,\n\nwhich is overseen by our Audit Committee, a committee of our Supervisory\n\nBoard. The CISO reports cyber security risks and incidents to the Audit\n\nCommittee. This reporting includes an update on cyber risk management,\n\ninternal security awareness testing results, cyber incident response and planned\n\nimprovements. In the event of a material incidence, the Audit Committee would\n\nbe informed in a timely manner and kept updated regarding the mitigation and\n\nremediation of such an incidence. They would also be involved in the\n\nassessment of any public disclosure.\n\nStock plans\n\nThe stock plan is administered by the Compensation & Human Resources\n\nCommittee of the Supervisory Board, which selects participants from among\n\neligible employees, consultants and directors, and determines the number of\n\nshares subject to the stock-based award, the length of time the award will\n\nremain outstanding, the manner and time of the award's vesting, the price per\n\nshare subject to the award, and other terms and conditions of the award\n\nconsistent with the Plan. The Compensation & Human Resources Committee's\n\ndecisions are subject to the approval of the Supervisory Board.\n\nThe Compensation & Human Resources Committee has the power, subject to\n\nSupervisory Board approval, to interpret the plans and to adopt such rules and\n\nregulations (including the adoption of “sub plans” applicable to participants in\n\nspecified jurisdictions) as it may deem necessary or appropriate. The\n\nCompensation & Human Resources Committee or the Supervisory Board may,\n\nat any time, amend the plans in any respect, subject to Supervisory Board\n\napproval. Exceptions apply, including (i) no amendment that would adversely\n\naffect the rights of any participant under any option previously granted may be\n\nmade without such participant's consent, and (ii) no amendment shall be\n\neffective prior to shareholder approval to the extent such approval is required to\n\nensure favorable tax treatment for incentive stock options or to ensure\n\ncompliance with Rule 16b-3 under the United States Securities Exchange Act of\n\n1934, as amended (the Exchange Act) at such times as any participants are\n\nsubject to Section 16 of the Exchange Act.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 81\n\nAdditional Information\n\nOn June 22, 2023, our shareholders approved the QIAGEN N.V. 2023 Stock\n\nPlan, which replaced the 2014 Stock Plan in May 2024. Further detailed\n\ninformation regarding stock options and awards granted under the plan can be\n\nfound in Note 22 \"Share-Based Compensation\" included in the Consolidated\n\nFinancial Statements.\n\nCorporate code of conduct and ethics and whistleblower policy\n\nWe have a corporate code of conduct and ethics that outlines business\n\nprinciples for our employees and rules of conduct. Our corporate code of\n\nconduct and ethics is updated annually and meets the requirements of the SEC\n\nand the NYSE Listed Company Manual. The corporate code of conduct and\n\nethics applies to all employees including the chief executive officer, chief\n\nfinancial officer, the principal accounting officer or controller and other persons\n\nperforming similar functions. The full text of our corporate code of conduct and\n\nethics can be found on our website, www.qiagen.com, on the Compliance\n\npage under About QIAGEN.\n\nFurthermore, we have a formal whistleblower policy concerning the reporting of\n\nalleged irregularities within QIAGEN of a general, operational or financial\n\nnature. We have a web-based, independent and confidential reporting tool,\n\nour QIAintegrity Line, that allows employees and third parties to report\n\nmisconduct within QIAGEN or our supply chain, reinforcing transparency and\n\naccountability. The QIAintegrity Line can be found on our website,\n\nwww.qiagen.com, on the Compliance page under About QIAGEN.\n\nInsider trading policy\n\nDealings in our shares based on material nonpublic information about QIAGEN\n\nis strictly prohibited under U.S. and German securities laws.\n\nThese laws are complex and penalties can be severe. In order to protect\n\nQIAGEN and its employees from such sanctions, we have adopted an insider-\n\ntrading policy that outlines basic rules, including procedures governing any\n\ndealings in our shares, that applies to potential Insiders (individuals with\n\nknowledge of nonpublic material information) and holders of QIAGEN shares\n\n(including stock options and restricted stock units). The insider trading policy\n\napplies to the Supervisory Board, Managing Board and all employees of\n\nQIAGEN N.V. and its subsidiaries.\n\nClawback policy\n\nTo create and maintain a culture that emphasizes integrity and accountability\n\nand that reinforces our pay-for-performance compensation philosophy, the\n\nManaging Board and Supervisory Board adopted a policy which provides for\n\nthe recoupment of certain executive compensation in the event of an accounting\n\nrestatement resulting from material non-compliance with financial reporting\n\nrequirements under the federal securities laws (clawback policy). The clawback\n\npolicy applies to our current and former executive officers, as determined by the\n\nSupervisory Board, in accordance with the requirements of Section 10D of the\n\nExchange Act and any applicable rules or standards adopted by the SEC and\n\nany national securities exchange on which our securities are listed, and any\n\nsuch other employees who may, from time to time, be deemed subject to the\n\nclawback policy by the Supervisory Board.\n\nIndependent auditors\n\nIn accordance with the requirements of Dutch law, our independent auditor for\n\nour statutory consolidated financial statements, prepared in accordance with\n\nInternational Financial Reporting Standards as adopted by the European Union\n\nand filed with the Netherlands Authority for the Financial Markets (AFM), is\n\nappointed, and may be removed, by the General Meeting. The Supervisory\n\nBoard nominates a candidate for the appointment as external auditor, for which\n\nthe Audit Committee advises the Supervisory Board. At the Annual General\n\nMeeting in 2024, EY Accountants B.V. (formerly Ernst & Young Accountants\n\nLLP) was appointed as external auditor for the Company for the 2025 year. The\n\nexternal auditor is invited to attend the meeting of the Supervisory Board at\n\nwhich the statutory financial statements prepared in accordance with\n\nInternational Financial Reporting Standards and filed with the AFM shall be\n\napproved. Furthermore, the external auditor is invited to attend the General\n\nMeeting at which the statutory financial statements are adopted and may be\n\nquestioned by the General Meeting on its statement on the fairness of our\n\nannual accounts prepared in accordance with International Financial Reporting\n\nStandards.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 82\n\nAdditional Information\n\nFollowing the appointment of EY Accountants B.V. for the audit of our statutory\n\nconsolidated financial statements, the external auditor for our consolidated\n\nfinancial statements prepared under U.S. generally accepted accounting\n\nprinciples is EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, which\n\naudited the U.S. GAAP consolidated financial statements as of and for the year\n\nended December 31, 2025.\n\nThe remuneration of the external auditor, and instructions to the external auditor\n\nto provide non-audit services, shall be approved by the Supervisory Board on\n\nthe recommendation of the Audit Committee and after consultation with the\n\nManaging Board. At least once every four years, the Supervisory Board and\n\nthe Audit Committee shall conduct a thorough assessment of the functioning of\n\nthe external auditor. The main conclusions of this assessment shall be\n\ncommunicated to the General Meeting for the purposes of assessing the\n\nnomination for the appointment of the external auditor.\n\nDutch corporate governance code – comply or explain\n\nThe corporate governance structure and compliance with the Dutch Code is the\n\njoint responsibility of the Managing Board and the Supervisory Board. They are\n\naccountable for this responsibility to the General Meeting. We continue to seek\n\nways to improve our corporate governance by measuring ourselves against\n\ninternational best practice. The Dutch Code was last amended on March 20,\n\n2025 and can be found at www.mccg.nl.\n\nNonapplication of a specific best practice provision is not in itself considered\n\nobjectionable by the Dutch Code and may well be justified because of\n\nparticular circumstances relevant to a company. In accordance with Dutch law,\n\nwe disclose in our annual report the application of the Dutch Code's principles\n\nand best practice provisions.\n\nTo the extent that we do not apply certain principles and best practice\n\nprovisions, or do not intend to apply these in the current or the subsequent\n\nyear, we state the reasons.\n\nWe take a positive view of the Dutch Code and apply nearly all of the best\n\npractice provisions. However, we prefer not to apply some provisions due to\n\nthe international character of our business as well as the fact -- acknowledged\n\nby the Commission that drafted the Dutch Code -- that existing contractual\n\nagreements between QIAGEN and individual members of the Managing Board\n\ncannot be set aside at will.\n\nThe following provides an overview of exceptions that we have identified:\n\n1.Best practice provision 2.2.2 recommends that a Supervisory Board member\n\nis appointed for a period of four years and may then be reappointed once\n\nfor another four-year period. The Supervisory Board member may then\n\nsubsequently be reappointed again for a period of two years, which\n\nappointment may be extended by at most two years. In the event of a\n\nreappointment after an eight-year period, reasons should be given in the\n\nreport of the Supervisory Board. In any appointment or reappointment, the\n\nprofile referred to in best practice provision 2.1.1 should be observed.\n\nExplanation of Supervisory Board appointment terms\n\nQIAGEN has adopted the approach to appoint its Supervisory Board\n\nmembers on an annual basis. Each member is elected for a one-year term,\n\nbeginning the day after the General Meeting and concluding at the following\n\nyear's General Meeting.\n\nThis approach allows for greater flexibility, regular accountability and\n\nongoing shareholder oversight, ensuring that the Board continues to serve the\n\nbest interests of the Company and its stakeholders.\n\nLong-term Supervisory Board members and their contributions\n\nTwo members of the Supervisory Board – Dr. Metin Colpan and Ms.\n\nElizabeth Tallett – continued as Supervisory Board members through to the\n\nend of 2025\n\n•Dr. Metin Colpan has been a member of the Supervisory Board since 2004.\n\nHis extensive scientific and commercial expertise, particularly as a co-\n\nfounder of QIAGEN, brings invaluable strategic insight to the board. His\n\nexperience as a board member of various healthcare industry companies\n\nfurther enriches discussions with a broad, industry-specific perspective.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 83\n\nAdditional Information\n\n•Ms. Elizabeth Tallett, a member since 2011, brings executive and board-\n\nlevel experience from numerous international companies, particularly in\n\npharmaceuticals, biotechnology, healthcare and insurance. Her expertise\n\nspans international operations, mergers and acquisitions, strategic planning,\n\nmarketing, product development, talent management and executive\n\ncompensation.\n\nQIAGEN highly values the commitment and expertise of Dr. Colpan and Ms.\n\nTallett. Their diverse backgrounds and deep industry knowledge strengthen\n\nthe Supervisory Board, ensuring effective oversight and strategic guidance.\n\nDespite the deviation from the standard Dutch corporate governance tenure\n\nframework, QIAGEN believes that its annual appointment structure enhances\n\ntransparency, adaptability and shareholder engagement, ultimately\n\nbenefiting the Company’s long-term success.\n\n2.Best practice provision 2.2.4 recommends that the Supervisory Board should\n\ndraw up a retirement schedule in order to avoid, as much as possible,\n\nSupervisory Board members retiring simultaneously. The retirement schedule\n\nshould be posted on the company’s website.\n\nThe Supervisory Board takes a proactive approach to succession planning by\n\ndiscussing individual members' retirement plans well in advance. Rather than\n\nadhering to a fixed retirement schedule, as recommended by Dutch\n\ncorporate governance best practice provision 2.2.4, QIAGEN believes that\n\nthis flexible approach allows for more effective continuity management and\n\nsuccession planning.\n\nBy assessing board composition on an ongoing basis, QIAGEN ensures that\n\ntransitions are strategic and well-managed, aligning with the Company's\n\nevolving needs while maintaining strong governance and leadership\n\nstability.\n\n3.Best practice provision 3.1.2 (vi) recommends that when formulating the\n\nremuneration policy, it should be be taken into consideration that shares\n\nawarded to members of the Management Board should be held for at least\n\nfive years after they are awarded;\n\nUnder the Company’s remuneration policy, long-term equity-based\n\ncompensation for members of the Managing Board primarily consists of\n\nperformance stock units (PSUs). These long-term incentive awards are tied to\n\nthe achievement of pre-defined performance goals, ensuring alignment with\n\nthe Company’s strategic objectives.\n\nUnlike the Dutch corporate governance best practice provision 3.1.2 (vi),\n\nwhich recommends that shares be held for at least five years, QIAGEN’s\n\napproach has evolved over time:\n\n•Prior to February 2018, grants of performance stock units (PSUs) and\n\nrestricted stock units (RSUs) vested as follows: 40% after three years; 50%\n\nafter five years; remaining 10% after 10 years\n\n•After February 2018, grants of PSUs and RSUs were structured to vest: 40%\n\nafter three years; 60% after five years\n\n•Starting in February 2021, grants of performance stock units vest entirely\n\nafter three years.\n\nThis approach reflects QIAGEN’s shift toward a three-year vesting schedule,\n\nwhich differs from the Dutch recommendation but remains aligned with the\n\nCompany's long-term incentive strategy. By focusing on performance-based\n\nequity awards, QIAGEN ensures that Managing Board members are\n\nincentivized to drive sustained Company performance while maintaining\n\neffective governance and shareholder alignment.\n\n4.Best practice provision 3.2.3 recommends that the maximum remuneration in\n\nthe event of dismissal of a Management Board member should not exceed\n\none year's salary (the \"fixed\" remuneration component).\n\nOur Managing Board members have entered into agreements with QIAGEN\n\nN.V. and certain QIAGEN affiliates where they hold managing positions.\n\nUnder these agreements, if an employment contract is terminated without\n\nserious cause, as defined by the applicable law, the respective affiliate\n\nremains obligated to compensate the Managing Board member for the\n\nremaining duration of the contract.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 84\n\nAdditional Information\n\nThis approach ensures contractual consistency and legal compliance across\n\nQIAGEN’s international operations. While it deviates from the Dutch\n\nrecommendation, it reflects standard employment practices in certain\n\njurisdictions where QIAGEN operates and provides stability in leadership\n\ntransitions.\n\n5.Best practice provision 3.3.2 recommends that a Supervisory Board member\n\nmay not be awarded remuneration in the form of shares and/or rights to\n\nshares.\n\nSince its establishment, QIAGEN granted stock options to Supervisory Board\n\nmembers as part of their remuneration until 2013, when this practice was\n\ndiscontinued. However, since 2007, QIAGEN has granted restricted stock\n\nunits (RSUs) to Supervisory Board members.\n\nWe believe that maintaining a reasonable level of share-based\n\ncompensation fosters a positive alignment with shareholder interests while\n\nensuring that Supervisory Board members remain engaged and committed to\n\nQIAGEN’s long-term success. Additionally, granting share-based\n\ncompensation to Supervisory Board members is a common industry practice,\n\nhelping QIAGEN to attract and retain highly qualified board members who\n\nbring valuable expertise to the Company.\n\nNYSE exemptions\n\nExemptions from the NYSE corporate governance standards are available to\n\nforeign private issuers, such as QIAGEN, when those standards are contrary to\n\na law, rule or regulation of any public authority exercising jurisdiction over such\n\nissuer or contrary to generally accepted business practices in the issuer’s\n\ncountry of domicile. In connection with QIAGEN’s listing on the NYSE, the\n\nNYSE accepted QIAGEN's exemptions from certain corporate governance\n\nstandards that are contrary to the laws, rules, regulations or generally accepted\n\nbusiness practices of the Netherlands. These exemptions and the practices\n\nfollowed by QIAGEN are described below:\n\n•QIAGEN is exempt from NYSE’s quorum requirements applicable to\n\nmeetings of ordinary shareholders. In keeping with the law of the\n\nNetherlands and generally accepted business practices in the Netherlands,\n\nQIAGEN’s Articles of Association provide that there are no quorum\n\nrequirements generally applicable to meetings of the General Meeting.\n\n•QIAGEN is exempt from NYSE’s requirements that shareholder approval be\n\nobtained prior to the establishment of, or material amendments to, stock\n\noption or purchase plans and other share-based compensation arrangements\n\npursuant to which options or stock may be acquired by directors, officers,\n\nemployees or consultants. QIAGEN is also exempt from NYSE’s requirements\n\nthat shareholder approval be obtained prior to certain issuances of stock\n\nresulting in a change of control, occurring in connection with acquisitions of\n\nstock or assets of another company or issued at a price less than the greater\n\nof book or market value other than in a public offering. QIAGEN’s Articles of\n\nAssociation do not require approval of the General Meeting prior to the\n\nestablishment of a stock plan. The Articles of Association also permit the\n\nGeneral Meeting to grant the Supervisory Board general authority to issue\n\nshares without further approval of the General Meeting.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 85\n\nCompensation of Managing Board Members and Supervisory Directors\n\nManaging Board remuneration policy\n\nThe remuneration policy for the Managing Board was approved by\n\nshareholders at the Annual General Meeting (AGM) in June 2025, and came\n\ninto force the day after the AGM. This policy complies with the Dutch law\n\nprovisions implementing the Shareholders Rights Directive II (EU Directive\n\n2017/828). Under Dutch law, the Supervisory Board is required to submit a\n\nproposal to adopt a remuneration policy for the Managing Board no later than\n\nat the AGM to be held in 2029.\n\nRemuneration of Managing Board members consists of a combination of base\n\nsalary, variable short-term cash incentive (STI) tied to the achievement of annual\n\nCorporate Goals and Team Goals, and a long-term incentive (LTI) granted in\n\nshare units that only vest after multiple years upon the achievement of pre-\n\ndefined targets. In addition, Managing Board members can receive deferred\n\ncompensation contributions and other benefits in line with market practices.\n\nThe remuneration policy complies with the best practices in corporate\n\ngovernance in the U.S. and Germany, where our shares are listed on the New\n\nYork Stock Exchange (NYSE) and the Frankfurt Stock Exchange, respectively.\n\nThe inclusion of perspectives from the U.S. is particularly important given that\n\nthe country represents nearly half of our annual sales and is the domicile for\n\nmany of our competitors and for many members of our leadership and senior\n\nexecutive team.\n\nThe remuneration package for Managing Board members is designed to have a\n\nsignificant portion of total compensation in variable awards. The value of these\n\nawards can differ substantially from year to year depending on actual\n\nperformance. Within the variable component, the incentives for short-term\n\nperformance targets have a lower weight than those for long-term incentives,\n\nwhich are aimed at delivering sustainable value creation for our stakeholders,\n\nincluding shareholders.\n\nA copy of the remuneration policy for the Managing Board can be found on\n\nour website with the governance documents under Investor Relations.\n\nManaging Board compensation for 2025\n\nFor the year ended December 31, 2025, the Managing Board members\n\nreceived the following compensation:\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 86\n\nCompensation of Managing Board Members and Supervisory Directors\n\nAnnual compensation\n\nLong-term compensation\n\nManaging board member\n\nFixed salary\n\nVariable cash\n\nbonus\n\nOther(1)\n\nTotal\n\nBenefit plans\n\nPerformance\n\nStock Units (PSUs)\n\ngranted\n\nThierry Bernard\n\n$1,008,834\n\n1,183,698\n\n31,650\n\n$2,224,182\n\n$205,767\n\n143,229\n\nRoland Sackers\n\n$633,220\n\n506,580\n\n65,770\n\n$1,205,570\n\n$123,480\n\n80,098\n\n(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\n\nout-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\n\npayments 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.\n\nSupervisory Board remuneration policy\n\nAt the Annual General Meeting of Shareholders in 2024, an update to the\n\nremuneration policy for the Supervisory Board was adopted to harmonize the\n\nannual compensation granted to members of certain board committees. This\n\npolicy complies with the Dutch law provisions implementing the Shareholders\n\nRights Directive II (EU Directive 2017/828). Under Dutch law, the Supervisory\n\nBoard will be required to submit a proposal to adopt a remuneration policy for\n\nthe Supervisory Board no later than at the Annual General Meeting to be held\n\nin 2028.\n\nThe objective of the remuneration policy for the Supervisory Board is to attract,\n\nretain, and motivate highly qualified board members, taking into account\n\nQIAGEN's mission and vision, as well as strategic initiatives and opportunities\n\nto create value for stakeholders, including shareholders. It focuses on achieving\n\na total remuneration level, both short-term and long term, that is comparable\n\nwith levels provided by other European and U.S.-based companies.\n\nThis policy supports the long-term development and strategy of QIAGEN in a\n\nhighly dynamic environment, while aiming to address the requests of various\n\nstakeholders and maintaining an acceptable risk profile. It builds on\n\nremuneration principles and practices that have proven to be both fitting and\n\neffective for us, especially as a Dutch incorporated company with global\n\noperations, as well as stock market listings in the U.S. and Germany. The\n\nSupervisory Board ensures that the Policy and its implementation are linked to\n\nour objectives.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 87\n\nCompensation of Managing Board Members and Supervisory Directors\n\nSupervisory Board remuneration for 2025\n\nThe Supervisory Board compensation for 2025 consists of fixed remuneration\n\nand additional amounts for committee members. Annual remuneration of the\n\nSupervisory Board members is as follows:\n\nFee payable to the Chair of the Supervisory Board\n\n$150,000\n\nFee payable to each member of the Supervisory Board\n\n$57,500\n\nAdditional compensation payable to members holding the following positions:\n\nChair of the Audit Committee\n\n$25,000\n\nMember of the Audit Committee\n\n$15,000\n\nChair of the (i) Compensation & Human Resources Committee, (ii) the Nomination & Governance Committee, or (iii) the Science & Technology Committee\n\n$18,000\n\nMember of the (i) Compensation & Human Resources Committee, (ii) the Nomination & Governance Committee, or (iii) the Science & Technology Committee\n\n$11,000\n\nChair of other committees\n\n$12,000\n\nMember of other committees\n\n$6,000\n\nSupervisory Board members are reimbursed for tax consulting costs incurred in\n\nconnection with the preparation of their tax returns up to an amount of €5,000\n\nper person per year.\n\nSupervisory Board members also receive a variable component, in the form of\n\nshare-based compensation. We did not pay any agency or advisory service\n\nfees to members of the Supervisory Board in 2025.\n\nThe Supervisory Board meetings and the Supervisory Board committee meetings\n\nare held over a number of days, ensuring there is time for review and\n\ndiscussion. At each meeting, the Supervisory Board members discuss among\n\nthemselves the goals and outcome of the meeting, as well as topics such as the\n\nfunctioning and composition of the Supervisory Board and the Managing\n\nBoard. The Supervisory Board Report contains an overview of the committee\n\nmembership and meetings attended in 2025.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 88\n\nCompensation of Managing Board Members and Supervisory Directors\n\nFor the year ended December 31, 2025, members of the Supervisory Board\n\nreceived the following compensation:\n\nSupervisory Board member\n\nFixed\n\ncompensation\n\nCommittee chair\n\nCommittee\n\nmembership\n\nTotal(1)\n\nRestricted\n\nStock Units (RSUs)\n\ngranted\n\nStephen H. Rusckowski (Chair)\n\n$103,750\n\n18,000\n\n11,000\n\n$132,750\n\n5,990\n\nDr. Metin Colpan\n\n$57,500\n\n18,000\n\n11,000\n\n$86,500\n\n5,990\n\nDr. Toralf Haag\n\n$57,500\n\n25,000\n\n—\n\n$82,500\n\n5,990\n\nDr. Ross L. Levine\n\n$57,500\n\n—\n\n11,000\n\n$68,500\n\n5,990\n\nBert van Meurs\n\n$57,500\n\n—\n\n11,000\n\n$68,500\n\n5,990\n\nEva van Pelt\n\n$57,500\n\n—\n\n15,000\n\n$72,500\n\n5,990\n\nDr. Eva Pisa\n\n$57,500\n\n18,000\n\n—\n\n$75,500\n\n5,990\n\nElizabeth E. Tallett\n\n$57,500\n\n—\n\n37,000\n\n$94,500\n\n5,990\n\nLawrence A. Rosen(2)\n\n$75,000\n\n—\n\n13,000\n\n$88,000\n\n5,990\n\nDr. Elaine Mardis(2)\n\n$28,750\n\n—\n\n11,000\n\n$39,750\n\n5,990\n\n(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.\n\n(2)Mr. Rosen and Prof. Dr. Mardis did not stand for re-election at the AGM in June 2025.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 89\n\nCompensation of Managing Board Members and Supervisory Directors\n\nShare ownership\n\nThe following table sets forth certain information as of January 31, 2026,\n\nconcerning the ownership of common shares by members of the Managing\n\nBoard and Supervisory Board. In preparing the following table, we have relied\n\non information furnished by such persons.\n\nShares beneficially\n\nowned(1)\n\nStock awards that could\n\nbecome releasable on or\n\nprior to\n\nApril 1, 2026\n\nThierry Bernard\n\n374,738*\n\n98,321\n\nRoland Sackers\n\n349,195*\n\n57,604\n\nDr. Metin Colpan(2)\n\n167,231*\n\n13,646\n\nDr. Toralf Haag\n\n4,147*\n\n13,646\n\nMark Stevenson\n\n—\n\n—\n\nBert van Meurs\n\n—\n\n5,990\n\nEva van Pelt\n\n—\n\n5,990\n\nDr. Eva Pisa\n\n—\n\n9,156\n\nStephen H. Rusckowski\n\n22*\n\n5,990\n\nElizabeth Tallett\n\n49,124*\n\n13,646\n\n(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,\n\nwas 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\n\nshareholders with respect to common s.hares.\n\n(2)Shares beneficially owned include 100,355 shares held by CC Verwaltungs GmbH, an entity which is controlled by Dr. Colpan.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 90\n\nConsolidated Financial Statements\n\n[91](#i3aa25a95177c463e85a564d4fb90a601_160)\n\n[Report of Independent Registered Public Accounting Firm](#i3aa25a95177c463e85a564d4fb90a601_160)\n\n[96](#i3aa25a95177c463e85a564d4fb90a601_163)\n\n[Report of Independent Registered Public Accounting Firm](#i3aa25a95177c463e85a564d4fb90a601_163)\n\n[98](#i3aa25a95177c463e85a564d4fb90a601_166)\n\n[Report of Independent Registered Public Accounting Firm](#i3aa25a95177c463e85a564d4fb90a601_166)\n\n[99](#i3aa25a95177c463e85a564d4fb90a601_169)\n\n[Consolidated Balance Sheets](#i3aa25a95177c463e85a564d4fb90a601_169)\n\n[101](#i3aa25a95177c463e85a564d4fb90a601_172)\n\n[Consolidated Statements of Income](#i3aa25a95177c463e85a564d4fb90a601_172)\n\n[102](#i3aa25a95177c463e85a564d4fb90a601_175)\n\n[Consolidated Statements of Comprehensive Income](#i3aa25a95177c463e85a564d4fb90a601_175)\n\n[103](#i3aa25a95177c463e85a564d4fb90a601_178)\n\n[Consolidated Statements of Changes in Equity](#i3aa25a95177c463e85a564d4fb90a601_178)\n\n[104](#i3aa25a95177c463e85a564d4fb90a601_181)\n\n[Consolidated Statements of Cash Flows](#i3aa25a95177c463e85a564d4fb90a601_181)\n\n[106](#i3aa25a95177c463e85a564d4fb90a601_184)\n\n[Notes to Consolidated Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_184)\n\n[106](#i3aa25a95177c463e85a564d4fb90a601_187)\n\n[  1. Corporate Information and Basis of Presentation](#i3aa25a95177c463e85a564d4fb90a601_187)\n\n[152](#i3aa25a95177c463e85a564d4fb90a601_241)\n\n[16. Debt](#i3aa25a95177c463e85a564d4fb90a601_241)\n\n[107](#i3aa25a95177c463e85a564d4fb90a601_190)\n\n[  2. Effects of New Accounting Pronouncements](#i3aa25a95177c463e85a564d4fb90a601_190)\n\n[161](#i3aa25a95177c463e85a564d4fb90a601_247)\n\n[17. Income Taxes](#i3aa25a95177c463e85a564d4fb90a601_247)\n\n[110](#i3aa25a95177c463e85a564d4fb90a601_196)\n\n[  3. Summary of Significant Accounting Policies](#i3aa25a95177c463e85a564d4fb90a601_196)\n\n[169](#i3aa25a95177c463e85a564d4fb90a601_250)\n\n[18. Equity](#i3aa25a95177c463e85a564d4fb90a601_250)\n\n[124](#i3aa25a95177c463e85a564d4fb90a601_199)\n\n[  4. Revenue](#i3aa25a95177c463e85a564d4fb90a601_199)\n\n[171](#i3aa25a95177c463e85a564d4fb90a601_256)\n\n[19. Earnings per Common Share](#i3aa25a95177c463e85a564d4fb90a601_256)\n\n[128](#i3aa25a95177c463e85a564d4fb90a601_202)\n\n[  5. Acquisitions](#i3aa25a95177c463e85a564d4fb90a601_202)\n\n[172](#i3aa25a95177c463e85a564d4fb90a601_259)\n\n[20. Commitments and Contingencies](#i3aa25a95177c463e85a564d4fb90a601_259)\n\n[131](#i3aa25a95177c463e85a564d4fb90a601_205)\n\n[  6. R](#i3aa25a95177c463e85a564d4fb90a601_205)estructuring\n\n[175](#i3aa25a95177c463e85a564d4fb90a601_262)\n\n[21. Segment Information](#i3aa25a95177c463e85a564d4fb90a601_262)\n\n[134](#i3aa25a95177c463e85a564d4fb90a601_211)\n\n[  7. Short-Term Investments](#i3aa25a95177c463e85a564d4fb90a601_211)\n\n[179](#i3aa25a95177c463e85a564d4fb90a601_268)\n\n[22. Share-Based Compensation](#i3aa25a95177c463e85a564d4fb90a601_268)\n\n[134](#i3aa25a95177c463e85a564d4fb90a601_214)\n\n[  8. Prepaid Expenses and Other Current Assets](#i3aa25a95177c463e85a564d4fb90a601_214)\n\n[181](#i3aa25a95177c463e85a564d4fb90a601_271)\n\n[23. Employee Benefits](#i3aa25a95177c463e85a564d4fb90a601_271)\n\n[135](#i3aa25a95177c463e85a564d4fb90a601_217)\n\n[  9. Property, Plant and Equipment](#i3aa25a95177c463e85a564d4fb90a601_217)\n\n[182](#i3aa25a95177c463e85a564d4fb90a601_274)\n\n[24. Related Party Transactions](#i3aa25a95177c463e85a564d4fb90a601_274)\n\n[136](#i3aa25a95177c463e85a564d4fb90a601_220)\n\n[10. Investments](#i3aa25a95177c463e85a564d4fb90a601_220)\n\n[182](#i3aa25a95177c463e85a564d4fb90a601_277)\n\n[25. Subsequent Event](#i3aa25a95177c463e85a564d4fb90a601_277)\n\n[138](#i3aa25a95177c463e85a564d4fb90a601_223)\n\n[11. Goodwill and Intangible Assets](#i3aa25a95177c463e85a564d4fb90a601_223)\n\n[140](#i3aa25a95177c463e85a564d4fb90a601_226)\n\n[12. Leases](#i3aa25a95177c463e85a564d4fb90a601_226)\n\n[142](#i3aa25a95177c463e85a564d4fb90a601_232)\n\n[13. Accrued and Other Current Liabilities](#i3aa25a95177c463e85a564d4fb90a601_232)\n\n[143](#i3aa25a95177c463e85a564d4fb90a601_235)\n\n[14. Derivatives and Hedging](#i3aa25a95177c463e85a564d4fb90a601_235)\n\n[149](#i3aa25a95177c463e85a564d4fb90a601_238)\n\n[15. Financial Instruments and Fair Value Measurements](#i3aa25a95177c463e85a564d4fb90a601_238)\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 91\n\nConsolidated Financial Statements\n\nReport of Independent Registered Public Accounting Firm\n\nTo the Shareholders and Supervisory Board\n\nQIAGEN N.V.:\n\nOpinion on the Financial Statements\n\nWe have audited the accompanying consolidated balance sheet of QIAGEN N.V. and Subsidiaries (the Company) as of\n\nDecember 31, 2025, the related consolidated statements of income, comprehensive income, changes in equity and cash\n\nflows for the year ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial\n\nstatements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial\n\nposition of the Company at December 31, 2025, and the results of its operations and its cash flows for the year ended\n\nDecember 31, 2025, in conformity with U.S. generally accepted accounting principles.\n\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United\n\nStates) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria\n\nestablished in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the\n\nTreadway Commission “(2013 framework),” and our report dated March 19, 2026 expressed an unqualified opinion\n\nthereon.\n\nBasis for Opinion\n\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion\n\non the Company’s financial statements based on our audit. We are a public accounting firm registered with the PCAOB\n\nand are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and\n\nthe applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and\n\nperform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,\n\nwhether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the\n\nfinancial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such\n\nprocedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial\n\nstatements. Our audit also included evaluating the accounting principles used and significant estimates made by\n\nmanagement, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides\n\na reasonable basis for our opinion.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 92\n\nConsolidated Financial Statements\n\nCritical Audit Matters\n\nThe critical audit matters communicated below are matters arising from the current period audit of the financial statements\n\nthat were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or\n\ndisclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex\n\njudgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial\n\nstatements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate\n\nopinion on the critical audit matters or on the accounts or disclosures to which they relate.\n\nUnrecognized tax benefits\n\nDescription of\n\nthe Matter\n\nAs described in more detail in Note 17 to the consolidated financial statements, the Company operates\n\nin numerous countries with different local tax legislative frameworks and requirements. The Company is\n\nsubject to examination by taxing authorities throughout various jurisdictions. As of December 31, 2025,\n\nthe Company recorded unrecognized tax benefits of $143.6 million. For certain tax positions, the\n\nCompany uses significant judgment in determining whether their technical merits are more likely than not\n\nto be sustained upon examination and measuring the amount of tax benefit that qualifies for recognition.\n\nAuditing the Company’s estimate of the amount of tax benefit that qualifies for recognition was complex\n\nbecause the estimate requires a high degree of judgment and is based on interpretations of tax laws and\n\nrulings by taxing authorities.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 93\n\nConsolidated Financial Statements\n\nHow We\n\nAddressed the\n\nMatter in Our\n\nAudit\n\nWe obtained an understanding, evaluated the design and tested the operating effectiveness of the\n\nCompany’s controls related to accounting for unrecognized tax benefits. This includes controls related to\n\nmanagement’s review of the technical merits of tax positions and measurement of the related\n\nunrecognized tax benefits.\n\nOur audit procedures included, among others, the involvement of our tax professionals, including\n\ntransfer pricing specialists, to assess management’s methodology in accordance with ASC 740\n\nAccounting for Income Taxes and to assess the technical merits of the Company’s tax positions. We\n\nassessed the completeness of underlying data used by the Company in measuring uncertain tax benefits\n\nby agreeing the data to the Company’s financial records. Further, we assessed the adequacy of the\n\nCompany’s unrecognized tax benefits in comparison to management’s representations regarding the\n\nmost recent discussion and correspondence with the respective tax authority in respect of the Company’s\n\ntax positions. We evaluated the consistency of the Company's estimates and judgments in determining\n\nits unrecognized tax benefits against relevant tax laws, applicable tax case law, previous tax audit\n\noutcomes and information obtained through inquiries of the Company’s tax advisors. We inspected the\n\nCompany’s legal composition to identify and assess changes in operating structures and financing\n\narrangements, and we inspected a selection of intercompany operating and financing activities between\n\ngroup entities to assess the sustainability of tax positions based on their technical merits and the\n\nprobabilities of possible settlement alternatives.\n\nWe evaluated the adequacy of the Company’s disclosures in relation to these matters.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 94\n\nConsolidated Financial Statements\n\nValuation of intangible assets from the acquisition of Parse Biosciences\n\nDescription of\n\nthe Matter\n\nAs described in more detail in Note 5 to the consolidated financial statements, the Company acquired\n\nParse Biosciences, Inc. (Parse) for consideration of $229.1million during the year ended\n\nDecember 31, 2025. The Company accounted for this acquisition as a business combination and\n\nrecognized intangible assets including developed technology of $60.7 million and customer base of\n\n$38.1 million.\n\nThe valuation of these intangible assets involved the use of significant assumptions by management\n\nincluding revenue projections, remaining useful life and discount rates.\n\nAuditing the valuation of these intangible assets was complex due to the significant estimation\n\nuncertainty, primarily due to the sensitivity of assumptions regarding future performance of the acquired\n\nbusiness. These significant assumptions were forward-looking and could be affected by future economic\n\nand market conditions.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 95\n\nConsolidated Financial Statements\n\nHow We\n\nAddressed the\n\nMatter in Our\n\nAudit\n\nWe obtained an understanding, evaluated the design and tested the operating effectiveness of the\n\nCompany's controls over the accounting for the Parse acquisition. This included testing controls over\n\nmanagement’s review of the Company’s valuation of acquired intangible assets.\n\nTo test the estimated fair values of the identified intangible assets, our audit procedures included, among\n\nothers, involving our valuation specialists to assist us in evaluating the appropriateness of the Company's\n\nvaluation methodology under ASC 820 Fair Value Measurement and assessing the reasonableness of\n\ncertain significant assumptions. We developed a range of independent estimates for the discount rates\n\nand compared those to the discount rates selected by management. We compared the revenue\n\nprojections used to current industry and market trends and to the historical results of the acquired\n\nbusiness. We further assessed the assumed remaining useful life of the developed technology by\n\ncomparison to those of other similar technologies in the industry. We also performed sensitivity analyses\n\nof significant assumptions to evaluate the changes in the fair value of the acquired intangible assets that\n\nwould result from changes in these assumptions.\n\nWe evaluated the adequacy of the Company’s disclosures in relation to these matters.\n\n/s/ EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft\n\nWe have served as the Company’s auditor since 2024.\n\nCologne, Germany\n\nMarch 19, 2026\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 96\n\nConsolidated Financial Statements\n\nReport of Independent Registered Public Accounting Firm\n\nTo the Shareholders and Supervisory Board\n\nQIAGEN N.V.:\n\nOpinion on Internal Control Over Financial Reporting\n\nWe have audited QIAGEN N.V and Subsidiaries’ internal control over financial reporting as of December 31, 2025,\n\nbased on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring\n\nOrganizations of the Treadway Commission “(2013 framework),” (the COSO criteria). In our opinion, QIAGEN N.V. and\n\nSubsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of\n\nDecember 31, 2025, based on the COSO criteria.\n\nAs indicated in the accompanying Report of Management on Internal Control over Financial Reporting, management’s\n\nassessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal\n\ncontrols of Parse Biosciences, Inc. which is included in the 2025 consolidated financial statements of the Company and\n\nconstituted 4.59% of total assets as of December 31, 2025 and 0.33% of revenues, for the year then ended. Our audit of\n\ninternal control over financial reporting of the Company also did not include an evaluation of the internal control over\n\nfinancial reporting of Parse Biosciences, Inc.\n\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United\n\nStates) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2025, the related consolidated\n\nstatements of income, comprehensive income, changes in equity and cash flows for the year ended December 31, 2025,\n\nand the related notes (collectively referred to as the “consolidated financial statements”) and our report dated March 19,\n\n2026 expressed an unqualified opinion thereon.   \n\nBasis for Opinion\n\nThe Company’s management is responsible for maintaining effective internal control over financial reporting and for its\n\nassessment of the effectiveness of internal control over financial reporting included in the accompanying Report of\n\nManagement on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s\n\ninternal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB\n\nand are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and\n\nthe applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and\n\nperform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was\n\nmaintained in all material respects.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 97\n\nConsolidated Financial Statements\n\nOur audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material\n\nweakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed\n\nrisk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit\n\nprovides a reasonable basis for our opinion.   \n\nDefinition and Limitations of Internal Control Over Financial Reporting\n\nA company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the\n\nreliability of financial reporting and the preparation of financial statements for external purposes in accordance with\n\ngenerally accepted accounting principles. A company’s internal control over financial reporting includes those policies and\n\nprocedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the\n\ntransactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are\n\nrecorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting\n\nprinciples, and that receipts and expenditures of the company are being made only in accordance with authorizations of\n\nmanagement and directors of the company; and (3) provide reasonable assurance regarding prevention or timely\n\ndetection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the\n\nfinancial statements.\n\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,\n\nprojections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate\n\nbecause of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.   \n\n/s/ EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft\n\nCologne, Germany\n\nMarch 19, 2026\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 98\n\nConsolidated Financial Statements\n\nReport of Independent Registered Public Accounting Firm\n\nTo the Shareholders and Supervisory Board\n\nQIAGEN N.V.:\n\nOpinion on the Consolidated Financial Statements\n\nWe have audited the accompanying consolidated balance sheet of QIAGEN N.V. and subsidiaries (the Company) as of December 31, 2024, the related\n\nconsolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the two‑year period ended December 31,\n\n2024, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material\n\nrespects, 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\n\nperiod ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.\n\nBasis for Opinion\n\nThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated\n\nfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)\n\nand 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\n\nSecurities and Exchange Commission and the PCAOB.\n\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable\n\nassurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing\n\nprocedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond\n\nto those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our\n\naudits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the\n\nconsolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\n\n/s/ KPMG AG Wirtschaftsprüfungesellschaft\n\nWe served as the Company’s auditor from 2015 to 2024.\n\nDüsseldorf, Germany\n\nMarch 28, 2025, except for Note 1.1, as to which the date is March 19, 2026\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 99\n\nQIAGEN N.V. and Subsidiaries Consolidated Balance Sheets\n\n(in thousands)\n\n \n\nAs of December 31,\n\nNotes\n\n2025\n\n2024\n\nAssets\n\nCurrent assets:\n\nCash and cash equivalents\n\n(3)\n\n$839,005\n\n$663,555\n\nShort-term investments\n\n(7)\n\n259,913\n\n489,437\n\nAccounts receivable, net of allowance for credit losses of $19,538 and $18,226, respectively\n\n(3, 24)\n\n402,608\n\n349,278\n\nInventories, net\n\n(3, 6)\n\n301,888\n\n279,256\n\nPrepaid expenses and other current assets\n\n(8)\n\n191,659\n\n178,327\n\nTotal current assets\n\n1,995,073\n\n1,959,853\n\nLong-term assets:\n\nProperty, plant and equipment, net of accumulated depreciation of $464,965 and $516,324, respectively\n\n(9)\n\n923,948\n\n753,611\n\nGoodwill\n\n(11)\n\n2,700,658\n\n2,425,418\n\nIntangible assets, net of accumulated amortization of $578,981 and $693,062, respectively\n\n(11, 6)\n\n386,431\n\n303,815\n\nOther long-term assets\n\n(10, 12, 14, 17)\n\n275,122\n\n246,925\n\nTotal long-term assets\n\n4,286,159\n\n3,729,769\n\nTotal assets\n\n$6,281,232\n\n$5,689,622\n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 100\n\nQIAGEN N.V. and Subsidiaries Consolidated Balance Sheets\n\n(in thousands, except par value)\n\n \n\nAs of December 31,\n\nNotes\n\n2025\n\n2024\n\nLiabilities and equity\n\nCurrent liabilities:\n\nCurrent portion of long-term debt\n\n(16)\n\n$—\n\n$551,883(1)\n\nAccrued and other current liabilities\n\n(13, 24)\n\n439,481\n\n406,876\n\nAccounts payable\n\n(24)\n\n72,656\n\n83,272\n\nTotal current liabilities\n\n512,137\n\n1,042,031(1)\n\nLong-term liabilities:\n\nLong-term debt, net of current portion\n\n(16)\n\n1,654,428\n\n839,665(1)\n\nOther long-term liabilities\n\n(4, 12, 14, 15,17)\n\n336,513\n\n240,587\n\nTotal long-term liabilities\n\n1,990,941\n\n1,080,252(1)\n\nCommitments and contingencies\n\n(20)\n\nEquity:\n\nPreference shares, 0.01 EUR par value, authorized—450,000 shares, no shares issued and outstanding\n\n—\n\n—\n\nFinancing preference shares, 0.01 EUR par value, authorized—40,000 shares, no shares issued and outstanding\n\n—\n\n—\n\nCommon Shares, 0.01 EUR par value, authorized—410,000 shares, issued—217,685 shares in 2025 and\n\n223,904 in 2024\n\n2,529\n\n2,601\n\nAdditional paid-in capital\n\n1,436,360\n\n1,666,070\n\nRetained earnings\n\n2,748,390\n\n2,448,122\n\nAccumulated other comprehensive loss\n\n(18)\n\n(377,309)\n\n(474,539)\n\nLess treasury shares, at cost—764 and 1,614 shares, respectively\n\n(31,816)\n\n(74,915)\n\nTotal equity\n\n3,778,154\n\n3,567,339\n\nTotal liabilities and equity\n\n$6,281,232\n\n$5,689,622\n\n(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.\n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 101\n\nQIAGEN N.V. and Subsidiaries Consolidated Statements of Income\n\n(in thousands, except per share data)\n\n \n\nYears ended December 31,\n\nNotes\n\n2025\n\n2024\n\n2023\n\nNet sales\n\n(3, 4, 24)\n\n$2,089,999\n\n$1,978,214\n\n$1,965,311\n\nCost of sales:\n\nCost of sales\n\n(6)\n\n735,268\n\n952,323\n\n667,425\n\nAcquisition-related intangible amortization\n\n(3)\n\n55,236\n\n58,541\n\n64,198\n\nTotal cost of sales\n\n790,504\n\n1,010,864\n\n731,623\n\nGross profit\n\n1,299,495\n\n967,350\n\n1,233,688\n\nOperating expenses:\n\nSales and marketing\n\n457,993\n\n450,929\n\n459,912\n\nResearch and development\n\n(3)\n\n187,516\n\n193,494\n\n198,511\n\nGeneral and administrative\n\n(3)\n\n125,676\n\n113,432\n\n119,254\n\nAcquisition-related intangible amortization\n\n(3)\n\n8,000\n\n9,596\n\n10,764\n\nRestructuring, acquisition, integration and other, net\n\n(1, 3, 6)\n\n54,459\n\n102,188\n\n35,309\n\nTotal operating expenses\n\n833,644\n\n869,639\n\n823,750\n\nIncome from operations\n\n465,851\n\n97,711\n\n409,938\n\nOther income (expense):\n\nInterest income\n\n64,320\n\n68,016\n\n78,992\n\nInterest expense\n\n(33,256)\n\n(43,841)\n\n(53,410)\n\nOther expense, net\n\n(10, 14)\n\n(6,650)\n\n(739)\n\n(5,711)\n\nTotal other income, net\n\n24,414\n\n23,436\n\n19,871\n\nIncome before income tax expense\n\n490,265\n\n121,147\n\n429,809\n\nIncome tax expense\n\n(3, 17)\n\n65,385\n\n37,556\n\n88,506\n\nNet income\n\n$424,880\n\n$83,591\n\n$341,303\n\nBasic earnings per common share\n\n(19)\n\n$1.96\n\n$0.38\n\n$1.50\n\nDiluted earnings per common share\n\n(19)\n\n$1.94\n\n$0.37\n\n$1.48\n\nWeighted-average common shares outstanding:\n\nBasic\n\n(19)\n\n217,219\n\n222,619\n\n228,146\n\nDiluted\n\n(19)\n\n218,880\n\n224,717\n\n230,619\n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 102\n\nQIAGEN N.V. and Subsidiaries Consolidated Statements of Comprehensive Income\n\n(in thousands)\n\n \n\nYears ended December 31,\n\nNotes\n\n2025\n\n2024\n\n2023\n\nNet income\n\n$424,880\n\n$83,591\n\n$341,303\n\nOther comprehensive income (loss) to be reclassified to profit or loss in subsequent periods:\n\n(Losses) gains on cash flow hedges (net of $11,197 tax benefit in 2025, $30,145 tax\n\nexpense in 2024 and $18,344 tax benefit in 2023)\n\n(14)\n\n(32,185)\n\n86,698\n\n(52,755)\n\nReclassification adjustments on cash flow hedges (net of $11,775 tax expense in 2025,\n\n$29,102 tax benefit in 2024 and $17,183 tax expense in 2023)\n\n(14)\n\n33,786\n\n(83,696)\n\n49,417\n\nCash flow hedges (net of $578 tax expense in 2025, $1,043 tax expense in 2024 and\n\n$1,161 tax benefit in 2023)\n\n1,601\n\n3,002\n\n(3,338)\n\nNet investment hedge\n\n(14)\n\n(43,528)\n\n24,552\n\n(18,396)\n\nGain (loss) on pension (net of $170 tax expense in 2025, $227 tax benefit in 2024 and\n\n$72 tax expense in 2023)\n\n119\n\n(530)\n\n167\n\nForeign currency translation adjustments\n\n139,038\n\n(67,733)\n\n(8,172)\n\nOther comprehensive income (loss)\n\n97,230\n\n(40,709)\n\n(29,739)\n\nComprehensive income\n\n$522,110\n\n$42,882\n\n$311,564\n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 103\n\nQIAGEN N.V. and Subsidiaries Consolidated Statements of Changes in Equity\n\n(in thousands)\n\nNotes\n\nCommon shares\n\nAdditional\n\npaid-in\n\ncapital\n\nRetained\n\nearnings\n\nAccumulated\n\nother\n\ncomprehensive\n\nincome (loss)\n\nTreasury shares\n\nTotal\n\nequity\n\nShares\n\nAmount\n\nShares\n\nAmount\n\nBalance at December 31, 2022\n\n230,829\n\n$2,702\n\n$1,868,015\n\n$2,160,173\n\n($404,091)\n\n(3,113)\n\n($160,188)\n\n$3,466,611\n\nNet income\n\n—\n\n—\n\n—\n\n341,303\n\n—\n\n—\n\n—\n\n341,303\n\nOther comprehensive loss\n\n—\n\n—\n\n—\n\n—\n\n(29,739)\n\n—\n\n—\n\n(29,739)\n\nIssuance of common shares in connection with stock\n\nplan\n\n(22)\n\n—\n\n—\n\n—\n\n(44,676)\n\n—\n\n873\n\n44,840\n\n164\n\nTax withholding related to vesting of stock awards\n\n(22)\n\n—\n\n—\n\n—\n\n—\n\n—\n\n(387)\n\n(17,675)\n\n(17,675)\n\nShare-based compensation\n\n(22)\n\n—\n\n—\n\n47,100\n\n—\n\n—\n\n—\n\n—\n\n47,100\n\nBalance at December 31, 2023\n\n230,829\n\n$2,702\n\n$1,915,115\n\n$2,456,800\n\n($433,830)\n\n(2,627)\n\n($133,023)\n\n$3,807,764\n\nCapital repayment\n\n(18)\n\n(6,925)\n\n(101)\n\n(292,672)\n\n—\n\n—\n\n79\n\n—\n\n(292,773)\n\nNet income\n\n—\n\n—\n\n—\n\n83,591\n\n—\n\n—\n\n—\n\n83,591\n\nOther comprehensive loss\n\n—\n\n—\n\n—\n\n—\n\n(40,709)\n\n—\n\n—\n\n(40,709)\n\nIssuance of common shares in connection with stock\n\nplan\n\n(22)\n\n—\n\n—\n\n—\n\n(92,269)\n\n—\n\n1,734\n\n92,269\n\n—\n\nTax withholding related to vesting of stock awards\n\n(22)\n\n—\n\n—\n\n—\n\n—\n\n—\n\n(800)\n\n(34,161)\n\n(34,161)\n\nShare-based compensation\n\n(22)\n\n—\n\n—\n\n43,627\n\n—\n\n—\n\n—\n\n—\n\n43,627\n\nBalance at December 31, 2024\n\n223,904\n\n$2,601\n\n$1,666,070\n\n$2,448,122\n\n($474,539)\n\n(1,614)\n\n($74,915)\n\n$3,567,339\n\nCapital repayment\n\n(18)\n\n(6,219)\n\n(72)\n\n(280,110)\n\n—\n\n—\n\n45\n\n—\n\n(280,182)\n\nNet income\n\n—\n\n—\n\n—\n\n424,880\n\n—\n\n—\n\n—\n\n424,880\n\nOther comprehensive income\n\n—\n\n—\n\n—\n\n—\n\n97,230\n\n—\n\n—\n\n97,230\n\nCash dividends declared, $0.25 per share\n\n(18)\n\n—\n\n—\n\n—\n\n(54,243)\n\n—\n\n—\n\n—\n\n(54,243)\n\nIssuance of common shares in connection with stock\n\nplan\n\n(22)\n\n—\n\n—\n\n—\n\n(70,369)\n\n—\n\n1,473\n\n70,369\n\n—\n\nTax withholding related to vesting of stock awards\n\n(22)\n\n—\n\n—\n\n—\n\n—\n\n—\n\n(668)\n\n(27,270)\n\n(27,270)\n\nShare-based compensation\n\n(22)\n\n—\n\n—\n\n50,400\n\n—\n\n—\n\n—\n\n—\n\n50,400\n\nBalance at December 31, 2025\n\n217,685\n\n$2,529\n\n$1,436,360\n\n$2,748,390\n\n($377,309)\n\n(764)\n\n($31,816)\n\n$3,778,154\n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 104\n\nQIAGEN N.V. and Subsidiaries Consolidated Statements of Cash Flows\n\n(in thousands)\n\n \n\nYears ended December 31,\n\nNotes\n\n2025\n\n2024\n\n2023\n\nCash flows from operating activities:\n\nNet income\n\n$424,880\n\n$83,591\n\n$341,303\n\nAdjustments to reconcile net income to net cash provided by operating activities, net of\n\neffects of businesses acquired:\n\nDepreciation and amortization\n\n193,746\n\n203,268\n\n205,336\n\nNon-cash impairments\n\n(6, 10)\n\n22,440\n\n203,408\n\n4,158\n\nAmortization of debt discount and issuance costs\n\n3,367\n\n18,428\n\n30,162\n\nShare-based compensation expense\n\n(22)\n\n50,400\n\n43,627\n\n47,100\n\nDeferred tax (benefit) expense\n\n(17)\n\n(20,067)\n\n(23,041)\n\n10,731\n\nLoss on marketable securities\n\n968\n\n426\n\n—\n\nOther items, net including fair value changes in derivatives\n\n13,105\n\n8,391\n\n7,623\n\nNet changes in operating assets and liabilities:\n\nAccounts receivable\n\n(3)\n\n(36,392)\n\n12,218\n\n(55,119)\n\nInventories\n\n(3, 6)\n\n(848)\n\n87,755\n\n(44,787)\n\nPrepaid expenses and other current assets\n\n(8)\n\n3,021\n\n14,234\n\n4,390\n\nOther long-term assets\n\n(1,712)\n\n(1,194)\n\n691\n\nAccounts payable\n\n(8,418)\n\n1,446\n\n(22,417)\n\nAccrued and other current liabilities\n\n(13)\n\n(42,821)\n\n(8,642)\n\n(55,583)\n\nIncome taxes\n\n(17)\n\n14,316\n\n25,528\n\n(7,458)\n\nOther long-term liabilities\n\n38,341\n\n4,108\n\n(6,675)\n\nNet cash provided by operating activities\n\n654,326\n\n673,551\n\n459,455\n\nCash flows from investing activities:\n\nPurchases of property, plant and equipment\n\n(201,049)\n\n(167,174)\n\n(149,710)\n\nPurchases of intangible assets\n\n(11)\n\n(6,077)\n\n(4,068)\n\n(13,092)\n\nPurchases of short-term investments\n\n(7)\n\n(369,014)\n\n(685,915)\n\n(976,448)\n\nProceeds from redemptions of short-term investments\n\n(7)\n\n597,057\n\n584,979\n\n1,270,551\n\nCash paid for acquisitions, net of cash acquired\n\n(5)\n\n(291,227)\n\n—\n\n(149,532)\n\nCash (paid) received for collateral asset\n\n(14)\n\n(32,163)\n\n25,414\n\n(66,583)\n\nPurchases of investments, net\n\n(10)\n\n(2,806)\n\n(2,465)\n\n(2,870)\n\nOther investing activities\n\n—\n\n—\n\n29\n\nNet cash used in investing activities\n\n(305,279)\n\n(249,229)\n\n(87,655)\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 105\n\nQIAGEN N.V. and Subsidiaries Consolidated Statements of Cash Flows\n\n(in thousands)\n\n \n\nYears ended December 31,\n\nNotes\n\n2025\n\n2024\n\n2023\n\nCash flows from financing activities:\n\nProceeds from long-term debt, net of issuance costs\n\n(16)\n\n742,318\n\n494,211\n\n—\n\nRepayment of long-term debt\n\n(16)\n\n(534,167)\n\n(601,536)\n\n(400,000)\n\nCapital repayment\n\n(18)\n\n(280,086)\n\n(292,099)\n\n—\n\nCash dividend payment\n\n(18)\n\n(54,243)\n\n—\n\n—\n\nTax withholding related to vesting of stock awards\n\n(22)\n\n(27,270)\n\n(34,161)\n\n(17,675)\n\nCash (paid) received for collateral liability\n\n(14)\n\n(16,080)\n\n11,350\n\n(16,315)\n\nCash paid for contingent consideration\n\n(14)\n\n(9,219)\n\n—\n\n—\n\nPayment of intrinsic value of cash convertible notes\n\n(16)\n\n—\n\n—\n\n(36,762)\n\nProceeds from exercise of call options related to cash convertible notes\n\n(16)\n\n—\n\n—\n\n36,762\n\nOther financing activities\n\n(229)\n\n(661)\n\n163\n\nNet cash used in financing activities\n\n(178,976)\n\n(422,896)\n\n(433,827)\n\nEffect of exchange rate changes on cash and cash equivalents\n\n5,379\n\n(5,955)\n\n(558)\n\nNet increase (decrease) in cash and cash equivalents\n\n175,450\n\n(4,529)\n\n(62,585)\n\nCash and cash equivalents, beginning of period\n\n663,555\n\n668,084\n\n730,669\n\nCash and cash equivalents, end of period\n\n$839,005\n\n$663,555\n\n$668,084\n\nSupplemental cash flow disclosures:\n\nCash paid for interest\n\n$29,252\n\n$24,181\n\n$20,348\n\nCash paid for income taxes, net of refunds\n\n(17)\n\n$17,266\n\n$15,684\n\n$82,409\n\nSupplemental disclosure of non-cash investing activities:\n\nEquity securities acquired in non-monetary exchange\n\n(10)\n\n$—\n\n$—\n\n$2,604\n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 106\n\nNotes to the Consolidated Financial\n\nDecember 31, 2025\n\n1. Corporate Information and Basis of Presentation\n\nCorporate Information\n\nQIAGEN N.V. is a public limited liability company (naamloze vennootschap) under Dutch law with a registered office at\n\nHulsterweg 82, 5912 PL Venlo, The Netherlands. QIAGEN N.V., a Netherlands holding company, and subsidiaries (we,\n\nour or the Company) is a global leader in Sample to Insight solutions, that enable customers to extract and analyze\n\nmolecular information from samples containing the building blocks of life. Our Sample technologies isolate and process\n\nDNA, RNA and proteins from blood, tissue and other materials. Assay technologies prepare these biomolecules for\n\nanalysis, while bioinformatics support the interpretation of complex data to deliver actionable insights. Automation\n\nsolutions integrate these steps into streamlined, cost-effective workflows. We serve more than 500,000 customers\n\nworldwide in the Life Sciences (academia, pharmaceutical research and development and industrial applications, such as\n\nforensics) and molecular diagnostics (clinical healthcare). As of December 31, 2025, we employed approximately 5,700\n\npeople in more than 35 locations worldwide.\n\nBasis of Presentation\n\nThe accompanying consolidated financial statements were prepared in accordance with U.S. generally accepted\n\naccounting principles (GAAP) and all amounts are presented in U.S. dollars rounded to the nearest thousand, unless\n\notherwise indicated.\n\nWe undertake acquisitions to complement our own internal product development activities. In December 2025, we\n\nacquired Parse Biosciences, Inc. a privately held, leading provider of scalable, instrument-free solutions for single-cell\n\nresearch located in Seattle, Washington. In May 2025, we acquired GNX Data Systems Ltd. (doing business as Genoox).\n\nGenoox, a privately held company founded in 2014 and headquartered in Tel Aviv, Israel, provides AI-powered software\n\nthat enables clinical labs to scale and accelerate the processing of complex genetic tests. In January 2023, we acquired\n\nVerogen, Inc., a leader in the use of next-generation sequencing (NGS) technologies to drive the future of human\n\nidentification (HID) and forensic investigation located in San Diego, California. At the acquisition dates, all the assets\n\nacquired and liabilities assumed were recorded at their respective fair values and our consolidated results of operations\n\ninclude the operating results from the acquired companies from the acquisition dates. Aside from Parse Biosciences, these\n\nacquisitions were not significant to the overall consolidated financial statements.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 107\n\nNotes to the Consolidated Financial Statements\n\n1.1 Revision of Previously Issued Financial Statements\n\nIn 2025, we corrected the classification of $498.4 million of debt previously reported as long-term as of December 31,\n\n2024 that should have been classified as current under U.S. GAAP due to the December 17, 2025 bondholder put date\n\nwith respect to the $500.0 million aggregate principal amount of 0.000% Senior Unsecured Convertible Notes due 2027.\n\nBased on an analysis of quantitative and qualitative factors in accordance with SEC Staff Accounting Bulletin No. 99\n\n“Materiality”, we concluded that the correction is not material to the previously issued financial statements as of or for the\n\nyear ended December 31, 2024. This reclassification had no impact on the Consolidated Statement of Income, Statement\n\nof Comprehensive Income, Statement of Cash Flows or Statement of Shareholders' Equity for any period.\n\n2. Effects of New Accounting Pronouncements\n\nThe following new Financial Accounting Standards Board (FASB) Accounting Standards Updates (ASU) were adopted in\n\n2025, 2024 and 2023:\n\nAdoption of New Accounting Standards in 2025\n\nASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures enhances annual income tax\n\ndisclosures to address investor requests for more information about the tax risks and opportunities present in an entity's\n\nworldwide operations. The two primary enhancements disaggregate existing income tax disclosures related to the effective\n\ntax rate reconciliation and income taxes paid. This ASU is effective for annual periods beginning after December 15,\n\n2024, and early adoption is permitted. We have adopted the new disclosures prospectively beginning with this annual\n\nreporting for the year ended December 31, 2025 as disclosed in Note 17 \"Income Taxes.\"\n\nAdoption of New Accounting Standards in 2024\n\nASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures was issued in response to\n\nstakeholder requests for more decision-useful information about reportable segments. The amendments in ASU 2023-07\n\nimprove reportable segment disclosure requirements through enhanced disclosures. This ASU does not change how a\n\npublic entity identifies its operating segments, aggregates those operating segments or applies the quantitative thresholds to\n\ndetermine reportable segments. This ASU is effective for fiscal years beginning after December 15, 2023, and we have\n\nadopted the new disclosures retrospectively to all prior periods presented in the consolidated financial statements effective\n\nDecember 31, 2024 as disclosed in Note 21 \"Segment Information.\"\n\nAdoption of New Accounting Standards in 2023\n\nThere was no adoption of new accounting standards in 2023.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 108\n\nNotes to the Consolidated Financial Statements\n\nNew Accounting Standards Not Yet Adopted\n\nAs of December 31, 2025, the following recently issued but not yet adopted accounting pronouncements are expected to\n\nimpact our consolidated financial statements:\n\nASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic\n\n220-40) requires additional disaggregated expense disclosures in the notes to the financial statements for interim and\n\nannual periods. In January 2025, ASU 2025-01 clarified the effective dates: annual reporting periods beginning after\n\nDecember 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.\n\nEarly adoption is permitted, and the amendments may be applied prospectively or retrospectively. We are currently\n\nevaluating the impact and expect to adopt in our annual reporting for the year ended December 31, 2027.\n\nASU 2024-04, Debt—Debt With Conversion and Other Options, Induced Conversions of Convertible Debt Instruments,\n\nclarifies the accounting requirements for settlements of debt instruments accounted for as induced conversions, including\n\ncertain convertible debt instruments with cash conversion features and instruments that are not currently convertible. The\n\nASU is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual\n\nreporting periods. We do not expect a material impact.\n\nASU 2025-03, Business Combinations (ASC 805), Determining the Accounting Acquirer in the Acquisition of a Variable\n\nInterest Entity, revises the guidance on identifying the accounting acquirer in a business combination in which the legal\n\nacquiree is a variable interest entity (VIE), with the objective of improving comparability with acquisitions that do not\n\ninvolve VIEs. This ASU is effective for fiscal years beginning after December 15, 2026, including interim periods within\n\nthose fiscal years. Early adoption is permitted. We do not expect a material impact and will apply the guidance\n\nprospectively to business combinations occurring after the adoption date.\n\nASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable\n\nand Contract Assets allows entities to use a practical expedient for measuring credit losses on accounts receivable and\n\ncontract assets, assuming current conditions persist for their remaining life. The ASU is effective for annual reporting\n\nperiods beginning after December 15, 2025, and interim periods within those annual reporting periods. We do not expect\n\na material impact.\n\nASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the\n\nAccounting for Internal-Use Software amends the guidance for accounting for internal-use software costs. The update\n\nclarifies and simplifies the capitalization requirements for costs incurred in the development of internal-use software,\n\nincluding both software developed or obtained for internal use and certain cloud computing arrangements. The\n\namendments provide more specific criteria for when costs should be capitalized versus expensed, and require enhanced\n\ndisclosures regarding the nature and amounts of capitalized internal-use software costs. This ASU is effective for annual\n\nperiods beginning after December 15, 2027, and interim periods within those annual periods. Early adoption is permitted.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 109\n\nNotes to the Consolidated Financial Statements\n\nWe are currently evaluating the impact of this ASU on our consolidated financial statements and intend to adopt at the\n\neffective date.\n\nASU 2025-09, Derivatives and Hedging, Hedge Accounting Improvement aligns the hedge accounting with the economics\n\nof risk management activities. This ASU is effective for annual reporting periods beginning after December 15, 2026, and\n\ninterim periods within those annual reporting periods. Early adoption is permitted. We are currently evaluating the impact\n\nof ASU 2025-09 and anticipate adopting prospectively at the effective date with our interim reporting in 2027.\n\nASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities,\n\nestablishes authoritative guidance for the recognition, measurement, presentation, and related disclosures of government\n\ngrants received by business entities. The guidance is effective for public business entities for annual reporting periods\n\nbeginning after December 15, 2028 (and interim periods within those annual periods); early adoption is permitted. The\n\namendments may be applied using a modified prospective, modified retrospective, or retrospective transition approach.\n\nWe are currently evaluating the impact and expect to adopt the ASU in our annual reporting for the year ended December\n\n31, 2029.\n\nASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, clarifies when Topic 270 applies, improves\n\nthe navigability of interim disclosure requirements (including a comprehensive list of interim disclosures required by GAAP),\n\nand adds a principle to disclose events since the last annual reporting period that have a material impact. The amendments\n\nare effective for public business entities for interim reporting periods within annual reporting periods beginning after\n\nDecember 15, 2027 (early adoption permitted) and may be applied prospectively or retrospectively. We expect to adopt\n\nprospectively beginning with our interim reporting in 2028.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 110\n\nNotes to the Consolidated Financial Statements\n\n3. Summary of Significant Accounting Policies\n\nPrinciples of Consolidation\n\nThe consolidated financial statements include the accounts of QIAGEN N.V. and its wholly-owned subsidiaries. All\n\nsignificant intercompany accounts and transactions have been eliminated. Investments in either common stock or in-\n\nsubstance common stock of companies where we exercise significant influence over the operations but do not have control,\n\nand where we are not the primary beneficiary, are accounted for using the equity method. All other investments are\n\naccounted for as discussed under \"Non-Marketable Investments\" below. When there is a portion of equity in an acquired\n\nsubsidiary not attributable, directly or indirectly, to the Company, we record the fair value of the noncontrolling interests at\n\nthe acquisition date and classify the amounts attributable to noncontrolling interests separately in equity in the consolidated\n\nfinancial statements. Any subsequent changes in the Company's ownership interest while the Company retains its\n\ncontrolling financial interest in its subsidiary are accounted for as equity transactions.\n\nUse of Estimates\n\nThe preparation of financial statements in conformity with accounting principles generally accepted in the United States\n\nrequires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and\n\ndisclosure of contingencies at the date of the financial statements as well as the reported amounts of revenues and\n\nexpenses during the reporting period. While changing conditions in our global environment present additional uncertainty,\n\nwe continue to use the best information available to form our estimates. Actual results could differ from those estimates.\n\nConcentrations of Risk\n\nWe buy materials for products from many suppliers and are not dependent on any one supplier or group of suppliers for\n\nthe business as a whole. However, key components of certain products, including certain instrumentation components and\n\nchemicals, are available only from a single source. If supplies from these vendors were delayed or interrupted for any\n\nreason, we may not be able to obtain these materials timely or in sufficient quantities to produce certain products, and\n\nsales levels could be negatively affected. Additionally, our customers include researchers at pharmaceutical and\n\nbiotechnology companies, academic institutions, and government and private laboratories. Changes in the budgets\n\ndedicated to research and development available to these researchers and their organizations for applications utilizing our\n\nproducts could have a significant effect on the product demand.\n\nThe financial instruments used in managing our foreign currency, equity and interest rate exposures have an element of risk\n\nin that the counterparties may be unable to meet the terms of the agreements. We attempt to minimize this risk by limiting\n\nthe counterparties to a diverse group of highly rated international financial institutions. The carrying values of our financial\n\ninstruments incorporate the non-performance risk by using market pricing for credit risk. However, we have no reason to\n\nbelieve that any counterparties will default on their obligations. In order to minimize our exposure with any single\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 111\n\nNotes to the Consolidated Financial Statements\n\ncounterparty, we have entered into master agreements which allow us to manage the exposure with the respective\n\ncounterparty on a net basis.\n\nOther financial instruments that potentially subject us to concentrations of credit risk are cash and cash equivalents, short-\n\nterm investments, and accounts receivable. To mitigate the risks associated with cash and cash equivalents and short-term\n\ninvestments, we engage with top-rated financial institutions and diversify our investments across a wide array of financial\n\ninstruments. We have established guidelines related to credit quality and maturities of investments intended to maintain\n\nsafety and liquidity. Concentration of credit risk with respect to accounts receivable is limited due to a large and diverse\n\ncustomer base which is dispersed over different geographic areas. Allowances are maintained for potential credit losses\n\nand such losses have historically been within expected ranges.\n\nForeign Currency Translation\n\nOur reporting currency is the U.S. dollar and the functional currencies of our subsidiaries are generally the local currency\n\nof the respective countries in which they are headquartered. All amounts in the financial statements of entities whose\n\nfunctional currency is not the U.S. dollar, except for Türkiye (which became hyperinflationary in 2022 and reports in U.S.\n\ndollars), are translated into U.S. dollar equivalents at exchange rates as follows: (1) assets and liabilities at period-end\n\nrates, (2) income statement accounts at average exchange rates for the period, and (3) components of equity at historical\n\nrates. Translation gains or losses are recorded in equity, and transaction gains and losses are reflected in net income as a\n\ncomponent of other expense, net. Realized gains or losses on the value of derivative contracts entered into to hedge the\n\nexchange rate exposure of receivables and payables are also included in net income as a component of other expense,\n\nnet. 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\n\nin 2024 and a net loss of $5.8 million in 2023 and are included in other expense, net in the accompanying consolidated\n\nstatements of income.\n\nThe exchange rates of key currencies were as follows:\n\n(USD equivalent for one)\n\nClosing rate at December 31,\n\nAnnual average rate\n\n2025\n\n2024\n\n2025\n\n2024\n\n2023\n\nEuro (EUR)\n\n1.1750\n\n1.0389\n\n1.1296\n\n1.0821\n\n1.0814\n\nPound Sterling (GBP)\n\n1.3466\n\n1.2529\n\n1.3179\n\n1.2782\n\n1.2435\n\nSwiss Franc (CHF)\n\n1.2615\n\n1.1038\n\n1.2059\n\n1.1362\n\n1.1133\n\nJapanese Yen (JPY)\n\n0.0064\n\n0.0064\n\n0.0067\n\n0.0066\n\n0.0071\n\nChinese Yuan (CNY)\n\n0.1428\n\n0.1370\n\n0.1391\n\n0.1390\n\n0.1413\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 112\n\nNotes to the Consolidated Financial Statements\n\nSegment Information\n\nWe determined that we operate as one operating segment in accordance with the Financial Accounting Standards Board\n\n(FASB) Accounting Standards Codification (ASC) Topic 280, Segment Reporting. Our chief operating decision maker\n\n(CODM) makes decisions based on the Company as a whole. In addition, we have a common basis of organization and\n\ntypes of products and services which derive revenues and consistent product margins. Accordingly, we operate and make\n\ndecisions as one reporting unit.\n\nRevenue Recognition\n\nWe recognize revenue when control of promised goods or services transfers to our customers in an amount that reflects the\n\nconsideration that is expected to be received in exchange for those goods or services. The majority of our sales revenue is\n\nrecognized when products are shipped to the customers, at which point control transfers.\n\nWarranty\n\nWe provide warranties on our products against defects in materials and workmanship for a period of one year. A\n\nprovision for estimated future warranty costs is recorded in cost of sales at the time product revenue is recognized. Product\n\nwarranty obligations are included in accrued and other current liabilities in the accompanying consolidated balance\n\nsheets.\n\nResearch and Development\n\nResearch and product development costs are expensed as incurred. Research and development expenses consist primarily\n\nof salaries and related expenses, facility costs, and payments to contract research organizations and laboratories for the\n\nprovision of services and materials. Additionally, these expenses cover costs related to internal use or clinical trials.\n\nGovernment Grants\n\nWe recognize government grants when there is reasonable assurance that all conditions will be complied with and the\n\ngrant will be received. Our government grants generally represent subsidies for designated activities and are recognized\n\nas a reduction in the expenses associated with those activities once they are earned. Thus, when the grant relates to\n\nresearch and development expenses, the grant is recognized over the same period that the related costs are incurred.\n\nOtherwise, amounts received under government grants are recorded as liabilities in the balance sheet. When the grant\n\nrelates to an asset, the nominal amount of the grant is deducted from the carrying amount of the asset and recognized over\n\nthe depreciable asset life.\n\nBorrowing Costs\n\nBorrowing costs directly attributable to the acquisition, construction or production of an asset that takes a substantial period\n\nof time to prepare for use or sale are capitalized as part of the cost of the respective asset (qualifying asset) when such\n\nborrowing costs are significant. All other borrowing costs are expensed in the period they occur.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 113\n\nNotes to the Consolidated Financial Statements\n\nShipping and Handling Income and Costs\n\nShipping and handling charged to customers is recorded as revenue in the period that the related product sales revenue is\n\nrecorded.\n\nAssociated costs of shipping and handling are included in sales and marketing expenses. For the years ended\n\nDecember 31, 2025, 2024 and 2023, shipping and handling costs totaled $31.8 million, $33.4 million and $32.4\n\nmillion, respectively.\n\nAdvertising Costs\n\nThe costs of advertising are expensed as incurred and are included as a component of sales and marketing expense.\n\nAdvertising costs for the years ended December 31, 2025, 2024 and 2023 were $8.7 million, $9.6 million and $11.5\n\nmillion, respectively.\n\nGeneral and Administrative\n\nGeneral and administrative expenses primarily represent the costs required to support administrative infrastructure. These\n\nexpenses include licensing costs in connection with ongoing investments in information technology, including cyber\n\nsecurity, along with personnel costs of employees in administrative functions.\n\nRestructuring, Acquisition, Integration and Other\n\nWe incur indirect acquisition and business integration costs in connection with business combinations which are expensed\n\nwhen incurred. These costs represent incremental costs that we believe would not have been incurred absent the business\n\ncombinations. Major components of these costs include consulting and related fees incurred to integrate or restructure the\n\nacquired operations, payroll and related costs for employees remaining with the Company on a transitional basis and\n\npublic relations, advertising and media costs for re-branding of the combined organization.\n\nRestructuring and other costs include employee-related costs (principally termination benefits) as well as contract and other\n\ncosts, primarily contract termination costs. Termination benefits are accounted for in accordance with FASB ASC Topic\n\n712, Compensation - Nonretirement Postemployment Benefits, and are recorded when it is probable that employees will be\n\nentitled to benefits and the amounts are known or can be reasonably estimated. Estimates of termination benefits are based\n\non the frequency of past termination benefits, the similarity of benefits under the current plan and prior plans, and the\n\nexistence of statutory required minimum benefits. Contract and other costs are accounted for in accordance with FASB ASC\n\nTopic 420, Exit or Disposal Cost Obligations and are recorded when the liability is incurred. Additionally, expenses\n\nincurred may also include costs that are an integral component of, and are directly attributable to, restructuring activities\n\nwhich do not qualify as exit and disposal costs, such as intangible asset impairments and other asset related write-offs or\n\nconsulting and advisory costs. The specific measures and associated estimated costs are based on management's best\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 114\n\nNotes to the Consolidated Financial Statements\n\nbusiness judgment under the existing circumstances at the time the estimates are made. If future events require changes to\n\nthese estimates, such adjustments will be reflected in the period of the revised estimate.\n\nIncome Taxes\n\nWe account for income taxes under the liability method. Under this method, total income tax expense is the amount of\n\nincome taxes expected to be payable for the current year plus the change from the beginning of the year for deferred tax\n\nassets and liabilities, established for the expected future tax consequences. Deferred tax assets and liabilities stem from\n\ndifferences between the financial statement carrying amounts and the tax basis of assets and liabilities and are determined\n\nby multiplying the differences between these values by the enacted tax rates expected to be in effect when such differences\n\nare reversed or settled. Deferred tax assets are reduced by a valuation allowance to arrive at a carrying amount more\n\nlikely than not to be realized. Any change in tax rates affecting deferred taxes is recognized in income in the period that\n\nincludes the enactment date.\n\nThe effects of a tax position are initially recognized in the financial statements when it is more likely than not that the\n\nposition will be sustained upon examination by the taxing authorities. Such tax positions are initially and subsequently\n\nmeasured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon\n\nsettlement, with the taxing authority using the cumulative probability method and assuming the taxing authority has full\n\nknowledge of the position and all relevant facts. Our policy is to recognize interest accrued related to income taxes in\n\ninterest expense and record penalties related to income taxes within income tax expense.\n\nDerivative Instruments\n\nWe enter into derivative financial instrument contracts to minimize the variability of cash flows or income statement impacts\n\nassociated with the anticipated transactions being hedged or to hedge fluctuating interest rates. As changes in foreign\n\ncurrencies or interest rates impact the value of anticipated transactions, the fair value of the forward or swap contracts also\n\nchanges, offsetting foreign currency or interest rate fluctuations. Derivative instruments are recorded on the balance sheet at\n\nfair value. Changes in fair values of derivatives are recorded in current earnings or other comprehensive income (loss),\n\nwith the treatment dependent upon whether or not a derivative is designated as part of a hedge transaction.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 115\n\nNotes to the Consolidated Financial Statements\n\nShare-Based Payments\n\nCompensation costs for all share-based payments are recorded based on the grant date fair value, less an estimate for pre-\n\nvesting forfeitures, recognized in expense over the service period using an accelerated method.\n\nForfeiture Rate - This is the estimated percentage of grants that are expected to be forfeited or canceled on an annual basis\n\nbefore fully vesting. We estimated the forfeiture rate based on historical forfeiture experience.\n\nRestricted Stock Units and Performance Stock Units - Restricted stock units and performance stock units represent rights to\n\nreceive Common Shares at a future date. The fair market value of restricted and performance stock units is determined\n\nbased on the number of stock units granted and the fair market value of our shares on the grant date. The fair market value\n\nat the time of the grant, less an estimate for pre-vesting forfeitures, is recognized in expense over the vesting period. At\n\neach reporting period, the estimated performance achievement of the performance stock units is assessed, and any change\n\nin the estimated achievement is recorded on a cumulative basis in the period of adjustment.\n\nCash and Cash Equivalents\n\nCash and cash equivalents consist of cash on deposit in banks and other cash invested temporarily in various instruments\n\nthat are short-term and highly liquid with an original maturity of less than three months at the date of purchase. Cash\n\nequivalents are carried at amortized cost which approximates fair value. Cash and cash equivalents as of December 31,\n\n2025 and 2024 were as follows:\n\n(in thousands)\n\n2025\n\n2024\n\nCash at bank and on hand\n\n$136,543\n\n$92,705\n\nMoney market funds\n\n647,809\n\n399,917\n\nShort-term bank deposits\n\n54,653\n\n170,933\n\nCash and cash equivalents\n\n$839,005\n\n$663,555\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 116\n\nNotes to the Consolidated Financial Statements\n\nShort-Term Investments\n\nShort-term investments include cash investments with original maturities of greater than three months, classified as\n\n“available for sale” and stated at amortized cost, which is equivalent to the fair value, in the accompanying consolidated\n\nbalance sheet. Interest income is accrued when earned and changes in fair market values are reflected in other expense,\n\nnet. The amortization of premiums and accretion of discounts to maturity arising from acquisition are included in interest\n\nincome. A decline in fair value that is judged to be other-than-temporary is accounted for as a realized loss and the write-\n\ndown is included in the consolidated statements of income. Realized gains and losses, determined on a specific\n\nidentification basis on the sale of short-term investments, are included in other expense, net.\n\nShort-term investments consisting of marketable equity securities are reported at fair value with gains and losses recorded in\n\nearnings.\n\nFair Value of Financial Instruments\n\nThe carrying amount of cash, cash equivalents and short-term investments recorded at cost, accounts receivable, accounts\n\npayable and accrued and other current liabilities approximate their fair values because of the short maturities of those\n\ninstruments. The carrying values of our variable rate debt and leases approximate their fair values because of the short\n\nmaturities and/or interest rates, which are comparable to those available to us on similar terms. The fair values of the\n\nconvertible notes are based on an estimation using available over-the-counter market information. The fair values of the\n\nGerman Private Placement are based on an estimation using changes in the euro swap rates.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 117\n\nNotes to the Consolidated Financial Statements\n\nAccounts Receivable, Loans and Other Receivables and Allowance for Credit Losses\n\nOur accounts receivable consist of unsecured customer obligations, and we are at risk to the extent such amounts become\n\nuncollectible. We establish allowances for credit losses that result from the expected failure or inability of our customers to\n\nfulfill their payment obligations. We recognize allowances for expected credit losses at inception and regularly reassess\n\nthese estimates to consider historical experience with bad debts, the aging of the receivables, credit quality of the customer\n\nbase, current economic conditions and other reasonable and supportable expectations for future conditions, if applicable.\n\nOnce a receivable is determined to be uncollectible, the balance is charged against the allowance.\n\nWe sell our products worldwide through sales subsidiaries and distributors. There is no concentration of credit risk with\n\nrespect to trade accounts receivable as we have a large number of internationally dispersed customers. Trade accounts\n\nreceivable are non-interest bearing and mostly have payment terms of 30 to 90 days. For 2025, 2024, and 2023, no\n\nsingle customer represented more than ten percent of accounts receivable or consolidated net sales.\n\nThe changes in the allowance for credit losses on accounts receivable and loans and other receivables for the years ended\n\nDecember 31, 2025, 2024 and 2023 are as follows:\n\n(in thousands)\n\nAccounts receivable\n\nLoans and other receivables\n\n2025\n\n2024\n\n2023\n\n2025\n\n2024\n\n2023\n\nBalance at beginning of year\n\n$18,226\n\n$17,296\n\n$22,880\n\n$44\n\n$53\n\n$10,598\n\nProvisions for expected credit losses\n\n1,143\n\n4,204\n\n(2,873)\n\n—\n\n(5)\n\n5\n\nDeductions from allowance\n\n(633)\n\n(2,148)\n\n(2,378)\n\n—\n\n—\n\n(10,552)\n\nCurrency translation adjustments and other\n\n802\n\n(1,126)\n\n(333)\n\n9\n\n(4)\n\n2\n\nBalance at end of year\n\n$19,538\n\n$18,226\n\n$17,296\n\n$53\n\n$44\n\n$53\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 118\n\nNotes to the Consolidated Financial Statements\n\nInventories\n\nInventories are stated at the lower of cost or net realizable value, determined using either a weighted average cost basis or\n\na standard cost basis which is regularly adjusted to actual. Inventories include material, direct labor and overhead costs\n\nand are reduced for estimated obsolescence. Inventories consisted of the following as of December 31, 2025 and 2024:\n\n(in thousands)\n\n2025\n\n2024\n\nRaw materials\n\n$54,163\n\n$52,770\n\nWork in process\n\n78,419\n\n72,675\n\nFinished goods\n\n169,306\n\n153,811\n\nTotal inventories, net\n\n$301,888\n\n$279,256\n\nInventory impairment totaling $11.3 million in 2025 and $93.5 million in 2024 were recognized in connection with the\n\ndiscontinuation of NeuMoDx, further discussed in Note 6 \"Restructuring.\"\n\nProperty, Plant and Equipment\n\nProperty, plant and equipment are stated at cost less accumulated depreciation and amortization. Capitalized internal-use\n\nsoftware costs include only direct costs associated with the development or acquisition of computer software intended\n\nexclusively for internal use and cloud-based applications to deliver our services. The costs encompass those associated with\n\nthe design, coding, installation and testing of these systems. Costs associated with preliminary development, such as the\n\nevaluation and selection of alternatives as well as training, maintenance and support, are expensed as incurred.\n\nFor software to be sold, leased or otherwise marketed, costs that are related to the conceptual formulation and design are\n\nexpensed as incurred. Once technological feasibility has been established, costs incurred to produce software products\n\nand the software components of products to be sold, leased or marketed are capitalized and amortized.\n\nDepreciation is computed using the straight-line method over the estimated useful lives of the assets. Amortization of\n\nleasehold improvements is computed on a straight-line basis over the lesser of the remaining life of the lease or the\n\nestimated useful life of the improvement asset. We have a policy of capitalizing expenditures that materially increase\n\nassets’ useful lives and charging ordinary maintenance and repairs to operations as incurred. When property or equipment\n\nis sold or disposed of, the cost and any related accumulated depreciation or amortization are removed, and any gain or\n\nloss is recorded in earnings.\n\nLeases\n\nAt inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a\n\nlease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for\n\nconsideration.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 119\n\nNotes to the Consolidated Financial Statements\n\nCompany as a Lessee\n\nLeases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available\n\nfor use or at the lease commencement date. Leases are classified as finance or operating based on the criteria under ASC\n\n842 Leases, with the lease classification affecting the pattern of expense recognition and amortization of the right-of-use\n\nasset.\n\nAssets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net\n\npresent value of the following lease payments:\n\n•fixed lease payments, including in-substance fixed payments, less any lease incentives received;\n\n•variable lease payments that are based on an index or a rate;\n\n•amounts expected to be payable to the lessee under residual value guarantees;\n\n•the exercise price of a purchase option, if the lessee is reasonably certain to exercise that option; and\n\n•payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.\n\nThe lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the\n\nlessee's incremental borrowing rate at the lease commencement date is used. The incremental borrowing rate is determined\n\nby examining the interest rates the Company would need to pay to obtain financing and takes into account factors such as\n\nthe characteristics and location of the asset, collateral, and applicable market terms and conditions. After the initial\n\nmeasurement, the lease liability balance will increase with interest accretion over time and subsequently be reduced by\n\nlease payments.\n\nEach lease payment is allocated between the liability and finance charges. The interest element of the finance cost is\n\nrecognized as interest expense over the lease period to produce a constant periodic rate of interest on the remaining\n\nbalance of the liability for each period. In addition, the carrying amount of the lease liability is remeasured if there is a\n\nmodification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment\n\nto purchase the underlying asset.\n\nRight-of-use assets are measured at cost comprising the following:\n\n•the amount of the initial measurement of the lease liability;\n\n•any lease payments made at or before the commencement date less any lease incentives received;\n\n•any initial direct costs; and\n\n•restoration costs.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 120\n\nNotes to the Consolidated Financial Statements\n\nThe lease term is the non-cancellable term of the lease, together with any periods covered by an option to extend the lease,\n\nif it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably\n\ncertain not to be exercised. As part of this assessment, judgment is applied and all relevant factors are considered that\n\ncreate an economic incentive to exercise the renewal.\n\nThe Company leases various items of real estate, vehicles and other equipment. Rental contracts are typically written for\n\nfixed periods but may have extension or termination options.\n\nCompany as a Lessor\n\nWhen functioning as a lessor, the Company assesses whether a lease is a finance lease or an operating lease at lease\n\ninception. Leases in which there is no transfer of substantially all the risks and rewards incidental to ownership of an asset\n\nare classified as operating leases. Lease payments received are recognized under operating leases as income on a\n\nstraight-line basis over the lease terms in the Consolidated Statements of Income.\n\nBusiness Combinations\n\nWe include the results of operations of the businesses that we acquire as of the acquisition date. The purchase price of an\n\nacquired business is allocated to the individual assets acquired and liabilities assumed based on their fair values at the\n\ndate of acquisition. Those fair values are determined using income, cost and market approaches, most of which depend\n\nupon significant inputs that are not observable in the market, or Level 3 measurements. The excess of purchase price over\n\nthe fair value of identifiable assets acquired and liabilities assumed is recorded as goodwill. Acquisition-related expenses\n\nare expensed as incurred.\n\nThe purchase price for some business combinations includes consideration that is contingent on the achievement of net\n\nsales or earnings targets by the acquired business. Contingent consideration is measured initially and on a recurring basis\n\nat fair value. Except for contingent consideration payments which are made soon after the acquisition date which are\n\nclassified as investing activities, payments to settle the acquisition date fair value of contingent consideration are presented\n\nas financing activities on the statement of cash flows; any payments in excess of the acquisition date fair value are\n\npresented as operating activities.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 121\n\nNotes to the Consolidated Financial Statements\n\nAcquired Intangibles and Goodwill\n\nAcquired intangibles with future uses are carried at cost less accumulated amortization and consist of licenses to\n\ntechnology held by third parties and other acquired intangible assets. Amortization related to patents are computed over\n\nthe estimated useful life of the underlying patent, which has historically ranged from 1 to 20 years. Purchased intangible\n\nassets acquired in business combinations, other than goodwill, are amortized over their estimated useful lives unless these\n\nlives are determined to be indefinite. Intangibles are assessed for recoverability considering the contract life and the period\n\nof time over which the intangible will contribute to future cash flow. The unamortized cost of intangible assets, where cash\n\nflows are independent and identifiable from other assets, is evaluated periodically and adjusted, if necessary, if events and\n\ncircumstances indicate that a decline in value below the carrying amount has occurred.\n\nAmortization expense related to developed technology and patent and license rights that have been acquired in a business\n\ncombination is included in cost of sales. Amortization of trademarks, customer base and non-compete agreements acquired\n\nin a business combination is recorded in operating expense under acquisition-related intangible amortization. Amortization\n\nexpense for intangible assets not acquired in a business combination is recorded within either the cost of sales, research\n\nand development or sales and marketing line items based on the use of the asset.\n\nWe dispose of the gross carrying amount and accumulated amortization of fully amortized intangible assets from historic\n\nbusiness combinations once they are considered fully integrated into our business.\n\nThe fair value of in-process research and development (IPR&D) acquired in a business combination is capitalized as an\n\nindefinite-lived intangible asset until completion or abandonment of the related research and development activities. IPR&D\n\nis tested for impairment annually or when any event or circumstance indicates that the fair value may be below the carrying\n\nvalue. If and when research and development is complete, the associated asset is amortized over the estimated useful life.\n\nGoodwill represents the difference between the purchase price and the estimated fair value of the net assets acquired\n\narising from business combinations. Goodwill is subject to impairment tests annually or earlier if indicators of potential\n\nimpairment exist. We have elected to perform our annual test for indications of impairment as of October 1st of each year.\n\nFollowing the annual impairment tests for the years ended December 31, 2025, 2024 and 2023, goodwill has not been\n\nimpaired.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 122\n\nNotes to the Consolidated Financial Statements\n\nNon-Marketable Investments\n\nWe have investments in non-marketable equity securities issued by privately held companies. These investments are\n\nincluded in other long-term assets in the accompanying consolidated balance sheets. Non-marketable investments through\n\nwhich we exercise significant influence but do not have control are accounted for using the equity method, which requires\n\nthat we recorded our share of unrealized gains and losses on our equity method investments in other (expense) income,\n\nnet. We monitor for changes in circumstances that may require a reassessment of the level of influence. Our non-\n\nmarketable equity securities not accounted for under the equity method are accounted for under the measurement\n\nalternative. Under the measurement alternative, the carrying value is measured at cost, less any impairment, plus or minus\n\nchanges resulting from observable price changes in orderly transactions for identical or similar investments of the same\n\nissuer. Adjustments are determined primarily based on a market approach as of the transaction date.\n\nInvestments are evaluated periodically, or when impairment indicators are noted, to determine if declines in value are\n\nother-than-temporary. In making that determination, we consider all available evidence relating to the realizable value of\n\nthe security. This evidence includes, but is not limited to, the following:\n\n•adverse financial conditions of a specific issuer, segment, industry, region or other variables;\n\n•the length of time and the extent to which the fair value has been less than cost; and\n\n•the financial condition and near-term prospects of the issuer.\n\nWe consider whether the fair values of any of our non-marketable investments have declined below their carrying value\n\nwhenever adverse events or changes in circumstances indicate that recorded values may not be recoverable. If any such\n\ndecline is considered to be other-than-temporary (based on various factors, including historical financial results, product\n\ndevelopment activities and the overall health of the affiliate’s industry), then a write-down of the investment to its estimated\n\nfair value would be recorded in operating expense. Investment impairments recorded during the year ended December 31,\n\n2025 are discussed in Note 10 \"Investments.\"\n\nVariable Interest Entities\n\nAt the inception of each arrangement, we evaluate whether we have made an investment in an entity that is considered a\n\nvariable interest entity (VIE) or if we hold other variable interests in an arrangement that is considered a variable interest\n\nentity. We consolidate VIEs when we are the primary beneficiary. The primary beneficiary of a VIE is the party that meets\n\nboth of the following criteria: (1) has the power to make decisions that most significantly affect the economic performance\n\nof the VIE; and (2) has the obligation to absorb losses or the right to receive benefits that, in either case, could potentially\n\nbe significant to the VIE. Periodically, we assess whether any changes in our interest or relationship with the entity affect\n\nour determination of whether the entity is still a VIE and, if so, whether we are the primary beneficiary. If we are not the\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 123\n\nNotes to the Consolidated Financial Statements\n\nprimary beneficiary in a VIE, we account for the investment or other variable interests in a VIE as an investment in a non-\n\nmarketable investment or in accordance with other applicable GAAP.\n\nImpairment of Long-Lived Assets\n\nWe review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying\n\namount of an asset or a group of assets may not be recoverable. We consider, amongst other indicators, a history of\n\noperating losses or a change in expected sales levels to be indicators of potential impairment. Assets are grouped and\n\nevaluated for impairment at the lowest level for which there are identifiable cash flows that are largely independent of the\n\ncash flows of other groups of assets. If an asset is determined to be impaired, the loss is measured as the amount by which\n\nthe carrying amount of the asset exceeds the fair value as determined by applicable market prices, when available. When\n\nmarket prices are not available, we generally measure fair value by discounting projected future cash flows of the asset.\n\nConsiderable judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could differ from\n\nsuch estimates.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 124\n\nNotes to the Consolidated Financial Statements\n\n4. Revenue\n\nNature of Goods and Services\n\nOur revenues are reported net of sales and value added taxes, estimated rebates and returns and mainly come from\n\nconsumable and instrumentation product sales, with a smaller portion from services, intellectual property, and technology\n\nsales. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that\n\nreflects the consideration we expect to receive in exchange for those products or services. From time to time, we enter into\n\ncontracts that can include various combinations of products and services, which are generally distinct and accounted for as\n\nseparate performance obligations. The transaction price is allocated to performance obligations based on their relative\n\nstand-alone selling prices.\n\nWe offer warranties on our products. Certain of our warranties are assurance-type in nature and do not cover anything\n\nbeyond ensuring that the product is functioning as intended. Based on the guidance in FASB ASC Topic 606, assurance-\n\ntype warranties do not represent separate performance obligations. The Company also sells separately-priced service\n\ncontracts which qualify as service-type warranties and represent separate performance obligations.\n\nWe sell our products and services both directly to customers and through distributors generally under agreements with\n\npayment terms typically less than 90 days and, in most cases, not exceeding one year and therefore, contracts do not\n\ncontain a significant financing component.\n\nConsumable and Related Revenues\n\nConsumable Products: In the last three years, revenue from consumable product sales has accounted for between\n\n78-79% of our net sales and revenue is recognized when performance obligations under the terms of a contract with a\n\ncustomer are satisfied. The majority of our contracts have either a single performance obligation to transfer a single\n\nconsumable product or multiple performance obligations to transfer multiple products concurrently. Accordingly, we\n\nrecognize revenue when control of the products has transferred to the customer, which is generally at the time of shipment\n\nof products as this is when title and risk of loss have been transferred. In addition, invoicing typically occurs at this time so\n\nthis is when we have a present right to payment. Revenue is measured as the amount of consideration we expect to receive\n\nin exchange for transferring products and is generally based upon a negotiated formula, list or fixed price.\n\nRelated Revenues: Revenues from related products include software-as-a-service (SaaS), licenses, intellectual property\n\nand patent sales, royalties and milestone payments and, over the last three years, has accounted for between 10-11% of\n\nour net sales.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 125\n\nNotes to the Consolidated Financial Statements\n\nSaaS arrangements: Revenue from SaaS arrangements, which allow customers to use hosted software over the contract\n\nperiod without taking possession of the software, is recognized over the duration of the agreement unless the terms of\n\nthe agreement indicate that revenue should be recognized in a different pattern, for example, based on usage.\n\nLicenses: Licenses for on-site software, which allow customers to use the software as it exists when made available, are sold\n\nas perpetual licenses or term licenses. Revenue from on-site licenses is recognized at the later of when the software is made\n\navailable to the customer or the beginning of the license term. When a portion of the transaction price is allocated to a\n\nperformance obligation to provide support and/or updates, revenue is recognized as the updates/support are provided,\n\ngenerally over the life of the license. Revenues from research collaborations include payments for technology transfer and\n\naccess rights. Royalties from licensees of intellectual property are based on sales of licensed products and revenues are\n\nrecognized at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of\n\nthe royalty has been allocated has been satisfied (or partially satisfied).\n\nMilestone Payments: At the inception of each companion diagnostic co-development arrangement that includes\n\ndevelopment milestone payments, which represent variable consideration, we evaluate whether the milestones are\n\nprobable of being reached and estimate the amount to be included in the transaction price using the most likely amount\n\nmethod. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in\n\nthe transaction price. Milestone payments that are not within our control, such as milestones which are achieved through\n\nregulatory approvals, are considered to be constrained and excluded from the transaction price until the required\n\napprovals are received. Revenue is recognized following the input method as this is considered to best depict the timing of\n\nthe transfer of control. This involves measuring actual hours incurred to date as a proportion of the total budgeted hours of\n\nthe project. At the end of each subsequent reporting period, the proportion of completion is trued-up. We also re-evaluate\n\nthe probability of achievement of development milestones and any related constraint on a periodic basis and, if necessary,\n\nadjust our estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis,\n\nwhich would affect revenues and earnings in the period of adjustment.\n\nInstruments\n\nRevenue from instrumentation includes the instrumentation equipment, installation, training and other instrumentation\n\nservices, such as extended warranty services or product maintenance contracts and, over the last three years, has\n\naccounted for between 10-12% of net sales. Revenue from instrumentation equipment is recognized when the customer\n\nobtains control of the instrument, which is predominantly at the time of delivery or upon customer acceptance, where\n\napplicable. Service revenue is recognized over the term of the service period as the customers benefit from the service\n\nthroughout the service period. Revenue related to services performed on a time-and-materials basis is recognized when\n\nperformed.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 126\n\nNotes to the Consolidated Financial Statements\n\nContract Estimates\n\nThe majority of our revenue is derived from (i) contracts with an original expected length of one year or less and (ii)\n\ncontracts for which we recognize revenue at the amount in which we have the right to invoice as product is delivered. We\n\nhave elected, as a practical expedient, not to disclose the value of remaining performance obligations associated with\n\nthese types of contracts.\n\nHowever, we have certain companion diagnostic co-development contracts to provide research and development activities\n\nin which our performance obligations extend over multiple years. As of December 31, 2025, we have $115.9 million of\n\nremaining performance obligations for which the transaction price is not constrained related to these contracts of which we\n\nexpect to recognize over approximately 50% over the next 12 to 18 months.\n\nRevenue expected to be recognized in any future year related to remaining performance obligations, excluding revenue\n\npertaining to contracts that have an original expected duration of one year or less, contracts where revenue is recognized\n\nas invoiced and contracts with variable consideration related to undelivered performance obligations, is not material.\n\nContract Balances\n\nThe timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled\n\nreceivables (contract assets), and customer advances and deposits (contract liabilities) in the consolidated balance sheet.\n\nContract assets as of December 31, 2025 and 2024 totaled $10.2 million and $14.5 million, respectively, and are\n\nincluded in prepaid expenses and other current assets in the accompanying consolidated balance sheets and primarily\n\nrelate to the companion diagnostic co-development contracts discussed above.\n\nContract liabilities primarily relate to non-cancellable advances or deposits received from customers before revenue is\n\nrecognized and are primarily related to instrument service and software-as-a-service (SaaS) arrangements. As of\n\nDecember 31, 2025 and 2024, contract liabilities totaled $95.5 million and $88.8 million, respectively, of which $79.4\n\nmillion and $70.8 million, respectively, is included in accrued and other current liabilities and $16.1 million and $18.0\n\nmillion, respectively, is included in other long-term liabilities. During the years ended December 31, 2025 and 2024, we\n\nsatisfied the associated performance obligations and recognized revenue of $75.8 million and $75.5 million, respectively,\n\nrelated to advance customer payments previously received.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 127\n\nNotes to the Consolidated Financial Statements\n\nDisaggregation of Revenue\n\nWe disaggregate our revenue based on product type and product group as shown in the tables below for the years ended\n\nDecember 31, 2025, 2024 and 2023:\n\nProduct type (in thousands)\n\n2025\n\n2024\n\n2023\n\nConsumables and related revenues\n\n$1,876,424\n\n$1,760,239\n\n$1,726,213\n\nInstruments\n\n213,575\n\n217,975\n\n239,098\n\nTotal net sales\n\n$2,089,999\n\n$1,978,214\n\n$1,965,311\n\nProduct group (in thousands)\n\n2025\n\n2024\n\n2023\n\nSample technologies\n\n$661,265\n\n$642,031\n\n$662,991\n\nDiagnostic solutions\n\n803,080\n\n748,888\n\n697,630\n\nPCR/Nucleic acid amplification\n\n308,992\n\n300,468\n\n300,204\n\nGenomics/NGS\n\n241,775\n\n233,608\n\n238,910\n\nOther\n\n74,887\n\n53,219\n\n65,576\n\nTotal net sales\n\n$2,089,999\n\n$1,978,214\n\n$1,965,311\n\nRefer to Note 21 \"Segment Information\" for disclosure of revenue by geographic region.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 128\n\nNotes to the Consolidated Financial Statements\n\n5. Acquisitions\n\nWe undertake acquisitions to complement our own internal product development activities. Our acquisitions have\n\nhistorically been made at prices above the fair value of the acquired net assets, resulting in goodwill, due to expectations\n\nof synergies of combining the businesses. These synergies include use of our existing infrastructure, such as our sales force,\n\nbusiness service centers, distribution channels and customer relations, to expand sales of an acquired business' products;\n\nuse of the infrastructure of the acquired businesses to cost-effectively expand sales of our products; and elimination of\n\nduplicative facilities, functions and staffing.\n\n2025 Business Combinations\n\nParse Biosciences, Inc.\n\nOn December 2, 2025, we acquired 100% of the shares of Parse Biosciences, Inc. (Parse). Parse, a leading provider of\n\nscalable, chemistry-based single-cell solutions was founded in 2018 in Seattle, Washington. Its proprietary Evercode™\n\nplatform enables instrument-free, high-throughput RNA workflows with unmatched flexibility and ease of use. The company\n\nalso offers the cloud-based Trailmaker™ software suite for intuitive data analysis and GigaLab, a service platform capable\n\nof processing large-scale projects. Parse serves more than 3,000 customers in over 40 countries. \n\nThe cash consideration totaled $229.1 million. Of this amount, $33.0 million was retained in an escrow account as of\n\nDecember 31, 2025 which is available to cover working capital adjustments and claims for breach of any representations,\n\nwarranties or indemnities. The acquisition included contingent consideration which is recorded as part of the purchase\n\nprice based on the acquisition date fair value. Under the purchase agreement, potential contingent payments through\n\n2027 total $55.0 million, of which the fair value of $13.4 million was recorded as purchase price. The fair value was\n\ninitially estimated using a Monte Carlo option pricing model with inputs based on the business plan and historical\n\npeer‑group data and subsequently measured using a probability‑weighted discounted cash flow model applying a\n\nweighted‑average cost of capital of 11.4% to 11.8%.\n\nWe incurred $4.5 million acquisition related costs to effect the business combination during the year ended December 31,\n\n2025 which is included in restructuring, acquisition, integration and other, net.\n\nThe allocation of the purchase price is preliminary and not yet finalized. The preliminary allocation of the purchase price is\n\nbased upon preliminary estimates which used information that was available to management at the time the consolidated\n\nfinancial statements were prepared and these estimates and assumptions are subject to change within the measurement\n\nperiod, up to one year from the acquisition date. Accordingly, the allocation may change. We continue to gather\n\ninformation about the fair value of all assets and liabilities, including intangible assets acquired, and the related deferred\n\ntaxes.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 129\n\nNotes to the Consolidated Financial Statements\n\nThe preliminary purchase price allocation for Parse Biosciences, Inc. as of December 2, 2025 is as follows:\n\n(in thousands)\n\nAs of December 2,\n\n2025\n\nPurchase Price:\n\nCash consideration\n\n$229,147\n\nFair value of contingent consideration\n\n13,400\n\n$242,547\n\nPreliminary Allocation:\n\nCash\n\n$4,552\n\nAccounts receivable\n\n3,540\n\nInventories\n\n6,057\n\nPrepaid expenses and other current assets\n\n2,011\n\nAccounts payable\n\n(947)\n\nAccruals and other current liabilities\n\n(6,900)\n\nOther long-term liabilities\n\n(11,303)\n\nFixed and other long-term assets\n\n16,124\n\nDeveloped technology\n\n60,700\n\nTrade name\n\n2,200\n\nCustomer base\n\n38,100\n\nOther intellectual property\n\n19\n\nGoodwill\n\n139,828\n\nDeferred tax asset\n\n14,375\n\nDeferred tax liability on fair value of identifiable intangible assets acquired\n\n(25,809)\n\n$242,547\n\nThe weighted average amortization period for the acquired intangibles is 14.8 years. The goodwill acquired is not\n\ndeductible for tax purposes.\n\nAt the acquisition date, all the assets acquired and liabilities assumed were recorded at their respective fair values and our\n\nconsolidated results of operations include the operating results from the acquired company from the acquisition date.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 130\n\nNotes to the Consolidated Financial Statements\n\nRevenue and earnings in the reporting period since the acquisition date have not been significant. The acquisition did not\n\nhave a material impact to net sales, net income or earnings per common share and therefore no pro forma information has\n\nbeen provided herein.\n\nGNX Data Systems Ltd.\n\nOn May 23, 2025, we acquired 100% of the shares of GNX Data Systems Ltd. (doing business as Genoox), a privately\n\nheld company based in Tel Aviv, Israel. Genoox provides a cloud-based AI platform that connects clinicians, genetic\n\ncounselors, and healthcare organizations, allowing them to extract actionable insights from genomic data. The cash\n\nconsideration paid, net of cash acquired was $66.6 million. The acquisition included contingent consideration totaling\n\n$10.0 million, which is recorded as part of the purchase price based on the acquisition date fair value of $4.6 million\n\nusing a probability-weighted analysis of the future milestones applying a discount rate of 11.4%. Potential contingent\n\npayments are due through 2026.\n\nThe acquisition is not significant to the overall consolidated financial statements. At the acquisition date, all the assets\n\nacquired and liabilities assumed were recorded at their respective fair values and our consolidated results of operations\n\ninclude the operating results from the acquired company from the acquisition date. As of December 31, 2025, the\n\nallocation of the purchase price was preliminary as we continue to gather information about the fair value of all assets and\n\nliabilities, including intangible assets acquired, and the related deferred taxes. As of December 31, 2025 and based on\n\npreliminary values, the intangible assets other than goodwill and goodwill acquired, totaled $33.5 million and $48.1\n\nmillion, respectively. The acquisition did not have a material impact to net sales, net income or earnings per common share\n\nand therefore no pro forma information has been provided herein.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 131\n\nNotes to the Consolidated Financial Statements\n\n6. Restructuring\n\n2025 Restructuring\n\nIn the fourth quarter of 2025, management approved restructuring activities as an extension of the efficiency program\n\nimplemented in 2024, with the objective of further enhancing operational performance. The restructuring plan principally\n\nentails the elimination or relocation of certain positions, including consolidation of specific functions to lower cost locations. \n\nTotal costs, including consulting and advisory costs, are estimated to be approximately $60.0 million, of which\n\napproximately $25.0 million is expected to be incurred in 2026. We expect to identify further actions.\n\nA summary of the liability, which is recorded in accrued and other current liabilities in the accompanying consolidated\n\nbalance sheet, as of December 31, 2025 is as follows:\n\n(in thousands)\n\nEmployee-related\n\ncosts\n\nExit and\n\nother costs\n\nTotal\n\nCosts incurred\n\n$10,491\n\n$3,530\n\n$14,021\n\nCash payments\n\n(903)\n\n(3,466)\n\n(4,369)\n\nForeign currency translation adjustment\n\n138\n\n101\n\n239\n\nLiability at December 31, 2025\n\n$9,726\n\n$165\n\n$9,891\n\nOf the employee-related costs incurred, $1.1 million was recorded in costs of sales, and $9.4 million was recorded in\n\nrestructuring, acquisition, integration and other, net while $3.5 million exit and other costs, which include consulting and\n\nadvisory costs, were recorded in restructuring, acquisition, integration and other, net, in the consolidated statement of\n\nincome for the year ended December 31, 2025.\n\nConsequent to measures undertaken in the execution of the restructuring program, property, plant, and equipment totaling\n\n$18.7 million, consisting of machinery and equipment, including machinery under construction, software applications and\n\nplatforms, as well as leasehold improvements, were abandoned and discontinued from operational use during the year.\n\nManagement determined that these assets have no alternative use or salvage value, and accordingly the assets were\n\nwritten off. $14.2 million of the impairment was recorded in cost of sales, and $4.5 million was recorded in restructuring,\n\nacquisition, integration and other, net, in the consolidated statement of income for the year ended December 31, 2025.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 132\n\nNotes to the Consolidated Financial Statements\n\n2024 Efficiency Program\n\nIn 2024, we commenced initiatives to improve the overall efficiency and profitability of the Company. One of these\n\ninitiatives was a comprehensive review of our product portfolio which resulted in the decision to phase out our NeuMoDx\n\nclinical PCR system considering the market development following the COVID-19 pandemic and changing customer needs\n\nfor integrated PCR-based clinical molecular testing systems. Following this decision, we are refocusing resources and efforts\n\non developing and commercializing other innovative solutions within our portfolio. Overall, the initiatives include activities\n\nto improve global efficiency through targeted measures to reduce hierarchies and drive increased digitalization and\n\nautomation for improved resource allocation and profitable growth. This program was completed in 2025.\n\nThe exit cost liability is included in accrued and other current liabilities in the accompanying consolidated balance sheets\n\nas summarized in the following table:\n\n(in thousands)\n\nEmployee-related\n\ncosts\n\nExit and other costs\n\nTotal\n\nCosts in 2024\n\n$30,205\n\n$40,583\n\n$70,788\n\nPayments\n\n(7,949)\n\n(29,580)\n\n(37,529)\n\nForeign currency translation adjustment\n\n(421)\n\n454\n\n33\n\nLiability at December 31, 2024\n\n$21,835\n\n$11,457\n\n$33,292\n\nCosts in 2025\n\n15,137\n\n4,746\n\n19,883\n\nRelease of excess accruals\n\n(4,179)\n\n(778)\n\n(4,957)\n\nPayments\n\n(29,323)\n\n(14,445)\n\n(43,768)\n\nForeign currency translation adjustment\n\n1,686\n\n38\n\n1,724\n\nLiability at December 31, 2025\n\n$5,156\n\n$1,018\n\n$6,174\n\nEmployee-related costs primarily consist of termination benefits provided to employees who have been involuntarily\n\nterminated and retention bonuses incurred during transition periods. Exit and other costs include contract termination costs,\n\nprimarily with suppliers and professional service fees to support the program.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 133\n\nNotes to the Consolidated Financial Statements\n\nThe following is a summary of all charges related to the 2024 program recorded in the consolidated statement of income\n\nfor the year ended December 31, 2025.\n\nClassification and Type of Charge\n\n(in thousands)\n\nYear Ended\n\nDecember 31,\n\n2025\n\nCumulative charges\n\nthrough 2025\n\nCost of sales:\n\nExit and other costs\n\n$670\n\n$24,886\n\nEmployee-related costs\n\n4,964\n\n13,168\n\n$5,634\n\n$38,054\n\nRestructuring, acquisition, integration and other, net:\n\nExit and other costs\n\n$3,298\n\n$19,664\n\nEmployee-related costs\n\n5,994\n\n27,995\n\n$9,292\n\n$47,659\n\nTotal costs\n\n$14,926\n\n$85,713\n\nOne of the initiatives of the 2024 Efficiency Program was a comprehensive review of our product portfolio which resulted\n\nin the decision to phase out our NeuMoDx clinical PCR system considering the market development following the\n\nCOVID-19 pandemic and changing customer needs for integrated PCR-based clinical molecular testing systems, and\n\nrefocus resources and efforts on developing and commercializing other innovative solutions within our portfolio. In 2024,\n\nfollowing an impairment test performed under ASC 360 Property, Plant and Equipment, $166.1 million of long-lived assets\n\nrelated to the NeuMoDx asset group were fully impaired. Outside of the NeuMoDx asset group, in 2024 as a result of\n\nactions taken in implementing the efficiency program, long-lived assets totaling $34.7 million, including property, plant\n\nand equipment and intangible assets, were impaired. Such impairments primarily related to software applications and\n\nplatforms and related development projects which were abandoned and ceased to be used during 2024 and determined\n\nby management to have no alternative use or salvage value.\n\nFollowing these initiatives, in the second half of 2024 we wrote-off a total of $93.5 million inventory. During 2025,\n\ninventory write-offs totaled $11.3 million. Inventory write downs are recorded in cost of sales.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 134\n\nNotes to the Consolidated Financial Statements\n\n7. Short-Term Investments\n\nShort-term investments are highly liquid deposits and fixed-income securities denominated in U.S. dollars and euros due\n\nfrom financial and nonfinancial institutions. As of December 31, 2025 and 2024, short-term investments were as follows:\n\n(in thousands)\n\n2025\n\n2024\n\nMoney market deposits\n\n$210,000\n\n$380,584\n\nCommercial paper\n\n49,913\n\n108,853\n\nTotal short-term investments\n\n$259,913\n\n$489,437\n\nMoney market deposits are interest-bearing deposit accounts, recorded at cost, which approximates fair value, with interest\n\nincome accrued as earned. All instruments are classified as current assets in the accompanying balance sheet as they have\n\nan original maturity of less than one year. Interest income is determined using the effective interest rate method.\n\nInvestments in commercial paper, a marketable debt security, are classified as available for sale investments and are\n\nrecorded at cost, which approximates fair value. Interest income is calculated and accrued using the effective interest\n\nmethod.\n\n8. Prepaid Expenses and Other Current Assets\n\nPrepaid expenses and other current assets are summarized as follows as of December 31, 2025 and 2024:\n\n(in thousands)\n\nNotes\n\n2025\n\n2024\n\nIncome taxes receivable\n\n(17)\n\n$46,669\n\n$46,563\n\nPrepaid expenses\n\n49,256\n\n41,772\n\nOther receivables\n\n43,052\n\n31,326\n\nCash collateral\n\n(14)\n\n22,530\n\n3,246\n\nValue added tax\n\n17,551\n\n17,291\n\nContract assets\n\n(4)\n\n10,153\n\n14,525\n\nFair value of derivative instruments\n\n(14)\n\n2,448\n\n23,604\n\nTotal prepaid expenses and other current assets\n\n$191,659\n\n$178,327\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 135\n\nNotes to the Consolidated Financial Statements\n\n9. Property, Plant and Equipment\n\nProperty, plant and equipment as of December 31, 2025 and 2024 were as follows:\n\n(in thousands)\n\nEstimated useful\n\nlives (in years)\n\n2025\n\n2024\n\nLand\n\n$27,618\n\n$24,937\n\nBuildings and improvements\n\nup to 60\n\n409,379\n\n381,506\n\nMachinery and equipment\n\n3-15\n\n316,502\n\n284,161\n\nComputer software\n\n3-20\n\n291,026\n\n274,844\n\nFurniture and office equipment\n\n3-10\n\n75,041\n\n78,332\n\nConstruction in progress\n\n269,347\n\n226,155\n\nTotal property, plant and equipment\n\n1,388,913\n\n1,269,935\n\nLess: Accumulated depreciation and amortization\n\n(464,965)\n\n(516,324)\n\nTotal property, plant and equipment, net\n\n$923,948\n\n$753,611\n\nDuring 2025 and 2024, we incurred impairments in connection with the program discussed in Note 6 \"Restructuring.\"\n\nFor the year ended December 31, 2025, construction in progress primarily includes amounts related to projects to expand\n\nproduction lines and increase capacity of manufacturing as well as ongoing software development projects. For the years\n\nended December 31, 2025, 2024 and 2023, interest capitalized in connection with these projects totaled $4.3 million,\n\n$2.6 million and $1.2 million, respectively.\n\nFor the years ended December 31, 2025, 2024 and 2023, depreciation and amortization expense totaled $95.8 million,\n\n$91.5 million and $85.6 million, respectively. For the years ended December 31, 2025, 2024 and 2023, amortization\n\nrelated to computer software to be sold, leased or marketed totaled $18.0 million, $13.0 million and $11.7 million,\n\nrespectively. As of December 31, 2025 and 2024, the unamortized balance of computer software to be sold, leased or\n\nmarketed was $134.3 million and $106.9 million, respectively.\n\nRepairs and maintenance expense was $21.6 million, $17.8 million and $19.3 million in 2025, 2024 and 2023,\n\nrespectively.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 136\n\nNotes to the Consolidated Financial Statements\n\n10. Investments\n\nNon-Marketable Investments\n\nWe have made strategic investments in certain privately-held companies without readily determinable market values.\n\nNon-Marketable Investments Accounted for Under the Equity Method\n\nA summary of our non-marketable investments accounted for as equity method investments and included in other long-term\n\nassets in the accompanying consolidated balance sheets is as follows:\n\n(in thousands)\n\nOwnership\n\npercentage\n\nEquity investments\n\nas of December 31,\n\nShare of income (loss)\n\nfor the years ended December 31,\n\n2025\n\n2024\n\n2025\n\n2024\n\n2023\n\nTVM Life Science Ventures III\n\n3.10%\n\n$12,888\n\n$11,807\n\n($796)\n\n$1,916\n\n$947\n\nPreAnalytiX GmbH\n\n50.00%\n\n1,215\n\n3,965\n\n5,093\n\n4,344\n\n4,977\n\nSuzhou Fuda Business Management and Consulting Partnership\n\n33.67%\n\n—\n\n2,469\n\n(5)\n\n(44)\n\n49\n\nApis Assay Technologies Ltd\n\n19.90%\n\n—\n\n—\n\n—\n\n(433)\n\n(1,694)\n\nActome GmbH\n\n12.50%\n\n—\n\n—\n\n—\n\n(163)\n\n(216)\n\nHombrechtikon Systems Engineering AG(1)\n\n19.00%\n\n(107)\n\n(193)\n\n109\n\n100\n\n100\n\nTotal\n\n$13,996\n\n$18,048\n\n$4,401\n\n$5,720\n\n$4,163\n\n(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\n\nare committed to fund losses.\n\nDuring 2025 and 2024, impairment charges totaling $2.5 million and $2.4 million, respectively were recorded in other\n\nexpense, net in the accompanying consolidated statement of income. The investment in Suzhou Fuda Business Management\n\nand Consulting Partnership was fully impaired in 2025 following adverse changes in the investee's business which\n\nindicated that the carrying value was no longer recoverable. The investments in Apis Assay Technologies Ltd and Actome\n\nGmbH were fully impaired in 2024 due to adverse changes in the investees' solvency indicating that the carrying value\n\nwas no longer recoverable.\n\nTVM Life Science Ventures III (TVM) is a limited partnership and we account for our 3.1% investment under the equity\n\nmethod as we have the ability to exercise significant influence over the limited partnership. This investment is valued at net\n\nasset value (NAV) reported by the counterparty, adjusted as necessary. During the years ended December 31, 2025,\n\n2024 and 2023, we made cash payments to TVM of $1.9 million, $2.7 million and $2.4 million, respectively. As of\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 137\n\nNotes to the Consolidated Financial Statements\n\nDecember 31, 2025, our remaining unfunded commitment to TVM was $2.2 million through 2029. We do not have the\n\nright to redeem these funds under the normal course of operations of this partnership.\n\nDuring the years ended December 31, 2025, 2024 and 2023, dividends received from PreAnalytix GmbH totaled $8.5\n\nmillion, $3.6 million and $9.1 million, respectively. These dividends are a return on investment and therefore classified as\n\ncash flows from operating activities and included in other items, net including fair value changes in derivatives in the\n\naccompanying consolidated statements of cash flows.\n\nAs of December 31, 2025 and December 31, 2024, certain of our equity method investments were variable interest\n\nentities for which we were not the primary beneficiary, as we did not have the power to direct the activities that most\n\nsignificantly impact their economic performance. Accordingly, these investments were not consolidated. At December 31,\n\n2025, two such investments had a total net carrying value of $12.8 million, of which $12.9 million, representing our\n\nmaximum exposure to loss, included in other long-term assets and $0.1 million is included in other long-term liabilities in\n\nthe accompanying consolidated balance sheet. At December 31, 2024, four such investments totaled $11.6 million, of\n\nwhich $11.8 million is included in other long-term assets and $0.2 million is included in other long-term liabilities in the\n\naccompanying consolidated balance sheet.\n\nNon-Marketable Investments Not Accounted for Under the Equity Method\n\nAt December 31, 2025 and 2024, we had investments in non-publicly traded companies that do not have readily\n\ndeterminable fair values with carrying amounts that totaled $5.8 million and $4.3 million, respectively, which are included\n\nin other long-term assets. These investments are measured at cost, less any impairment, plus or minus changes resulting\n\nfrom observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Changes\n\nresulting from impairment and observable price changes are recognized in the consolidated statements of income during\n\nthe period the change is identified. The changes in non-marketable investments not accounted for under the equity method\n\nfor the years ended December 31, 2025 and 2024 are as follows:\n\n(in thousands)\n\n2025\n\n2024\n\nBalance at beginning of year\n\n$4,283\n\n$4,435\n\nImpairments\n\n—\n\n(250)\n\nCash investments in equity securities, net\n\n929\n\n342\n\nForeign currency translation adjustments\n\n540\n\n(244)\n\nBalance at end of year\n\n$5,752\n\n$4,283\n\nIn 2024, an investment value declined following an observable change in price of the underlying investment. The\n\nimpairments was recorded to other expense, net in the accompanying consolidated statements of income.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 138\n\nNotes to the Consolidated Financial Statements\n\n11. Goodwill and Intangible Assets\n\nThe following sets forth the intangible assets by major asset class as of December 31, 2025 and 2024:\n\n(in thousands)\n\nWeighted\n\naverage life\n\n(in years)\n\n2025\n\n2024\n\nGross carrying\n\namount\n\nAccumulated\n\namortization\n\nGross carrying\n\namount\n\nAccumulated\n\namortization\n\nAmortized intangible assets:\n\nPatent and license rights\n\n11.65\n\n$92,497\n\n($53,913)\n\n$169,436\n\n($125,465)\n\nDeveloped technology\n\n11.36\n\n724,266\n\n(458,999)\n\n646,554\n\n(414,699)\n\nCustomer base, trademarks, and non-compete agreements\n\n13.70\n\n148,649\n\n(66,069)\n\n180,887\n\n(152,898)\n\nTotal amortized intangible assets\n\n11.75\n\n$965,412\n\n($578,981)\n\n$996,877\n\n($693,062)\n\nUnamortized intangible assets:\n\nGoodwill\n\n$2,700,658\n\n$2,425,418\n\nIn 2025 and 2024, fully amortized intangible assets with a gross carrying amount of $223.5 million and $93.7 million,\n\nrespectively, were retired.\n\nThe changes in intangible assets, net excluding goodwill for the years ended December 31, 2025 and 2024 are as\n\nfollows:\n\n(in thousands)\n\n2025\n\n2024\n\nBalance at beginning of year\n\n$303,815\n\n$526,821\n\nAdditions\n\n6,122\n\n3,496\n\nAdditions from acquisitions\n\n134,518\n\n—\n\nAmortization\n\n(70,341)\n\n(84,869)\n\nDisposals\n\n(4)\n\n—\n\nImpairments\n\n(977)\n\n(135,274)\n\nForeign currency translation adjustments\n\n13,298\n\n(6,359)\n\nBalance at end of year\n\n$386,431\n\n$303,815\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 139\n\nNotes to the Consolidated Financial Statements\n\nIn 2024, $135.3 million of intangible assets were impaired in connection with the discontinuation of NeuMoDx.\n\nIntangible additions for the year ended December 31, 2025 totaled $6.1 million, all of which was paid in the current\n\nyear.\n\nCash paid for purchases of intangible assets during the year ended December 31, 2024 totaled $4.1 million, of which\n\n$3.5 million is related to current year cash payments for intangible assets, $0.4 million is related to current year payments\n\nfor assets that were accrued as of December 31, 2023 and $0.2 million is for prepayments recorded in other long-term\n\nassets in the accompanying balance sheet.\n\nAmortization expense on intangible assets totaled approximately $70.3 million, $84.9 million and $93.8 million,\n\nrespectively, for the years ended December 31, 2025, 2024 and 2023. Amortization of intangibles for the next five years\n\nfor the years ended December 31 is expected to be approximately:\n\n(in thousands)\n\n2026\n\n$67,750\n\n2027\n\n$62,802\n\n2028\n\n$59,671\n\n2029\n\n$31,883\n\n2030\n\n$23,874\n\nThe changes in goodwill for the years ended December 31, 2025 and 2024 are as follows:\n\n(in thousands)\n\n2025\n\n2024\n\nBalance at beginning of year\n\n$2,425,418\n\n$2,475,732\n\nBusiness combinations\n\n187,931\n\n—\n\nForeign currency translation adjustments\n\n87,309\n\n(50,314)\n\nBalance at end of year\n\n$2,700,658\n\n$2,425,418\n\nDuring 2025, the change in goodwill include the results from the acquisition of GNX Data Systems Ltd. (doing business as\n\nGenoox) in May 2025 and Parse Biosciences in December 2025 and foreign currency translation adjustments from\n\nchanges in the exchange rates of the euro, Swiss franc and Australian dollar. The changes in goodwill during 2024\n\nresulted from the foreign currency translation adjustments from rate movements in the euro, Swiss franc and Australian\n\ndollar.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 140\n\nNotes to the Consolidated Financial Statements\n\n12. Leases\n\nWe have operating leases primarily for real estate. The leases generally have terms which range from one to 21 years,\n\nsome include options to extend or renew, and some include options to early terminate the leases. As of December 31,\n\n2025 and 2024, options to early terminate have not been recognized as part of the right-of-use assets and lease liabilities.\n\nOperating leases can contain variable lease charges based on an index like consumer prices or rates. During the years\n\nended December 31, 2025 and 2024, amounts recorded as variable lease payments not included in the operating lease\n\nliability were not material.\n\nWhen the interest rate implicit in each lease is not readily determinable, we apply our incremental borrowing rate in\n\ndetermining the present value of lease payments. All operating lease expense is recognized on a straight-line basis over the\n\nlease term. For the years ended December 31, 2025 and 2024, we recognized $28.3 million and $30.6 million in total\n\nlease costs, respectively.\n\nSupplemental balance sheet and other information related to operating leases as of December 31, 2025 and 2024 are as\n\nfollows:\n\n(in thousands,\n\nexcept lease term and discount rate)\n\nLocation in consolidated balance sheet\n\n2025\n\n2024\n\nOperating lease right-of-use assets\n\nOther long-term assets\n\n$153,144\n\n$116,238\n\nCurrent operating lease liabilities\n\nAccrued and other current liabilities\n\n$28,837\n\n$24,335\n\nLong-term operating lease liabilities\n\nOther long-term liabilities\n\n$129,107\n\n$96,658\n\nWeighted average remaining lease term\n\n9.21 years\n\n7.38 years\n\nWeighted average discount rate\n\n3.23%\n\n3.31%\n\nSupplemental disclosure related to operating leases for the years ended December 31, 2025 and 2024 is as follows:\n\n(in thousands)\n\n2025\n\n2024\n\nCash paid for operating leases included in cash flows from operating activities\n\n$31,741\n\n$27,306\n\nOperating lease right-of-use assets obtained in exchange for lease obligations\n\n$45,462\n\n$44,219\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 141\n\nNotes to the Consolidated Financial Statements\n\nFuture operating lease payments as of December 31, 2025 are as follows:\n\nYears ending December 31,\n\n(in thousands)\n\n2026\n\n$34,130\n\n2027\n\n30,234\n\n2028\n\n24,468\n\n2029\n\n17,407\n\n2030\n\n10,889\n\nThereafter\n\n65,634\n\nTotal lease payments\n\n182,762\n\nLess: Imputed interest\n\n(24,818)\n\nTotal\n\n$157,944\n\nAs of December 31, 2025, we do not have any material operating lease that have not yet commenced. We had not\n\nentered into any material finance leases as of December 31, 2025 and 2024.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 142\n\nNotes to the Consolidated Financial Statements\n\n13. Accrued and Other Current Liabilities\n\nAccrued and other current liabilities at December 31, 2025 and 2024 consist of the following:\n\n(in thousands)\n\nNotes\n\n2025\n\n2024\n\nPayroll and related accruals\n\n$103,851\n\n$85,579\n\nDeferred revenue\n\n(4)\n\n79,423\n\n70,827\n\nOther liabilities\n\n(6)\n\n73,365\n\n82,671\n\nAccrued expenses\n\n57,343\n\n51,673\n\nIncome taxes payable\n\n(17)\n\n39,717\n\n24,946\n\nOperating lease liabilities\n\n(12)\n\n28,837\n\n24,335\n\nFair value of derivative instruments\n\n(14)\n\n20,173\n\n13,753\n\nAccrued contingent consideration and milestone payments\n\n(15)\n\n16,153\n\n20,650\n\nAccrued interest on long-term debt\n\n(16)\n\n13,796\n\n10,554\n\nAccrued royalties\n\n(20)\n\n6,113\n\n5,098\n\nCash collateral\n\n(14)\n\n710\n\n16,790\n\nTotal accrued and other current liabilities\n\n$439,481\n\n$406,876\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 143\n\nNotes to the Consolidated Financial Statements\n\n14. Derivatives and Hedging\n\nObjective and Strategy\n\nIn the ordinary course of business, we use derivative instruments, including swaps, forwards and/or options, to manage\n\npotential losses from foreign currency exposures and interest-bearing assets or liabilities. The principal objective of such\n\nderivative instruments is to minimize the risks and/or costs associated with our global financial and operating activities.\n\nWe do not utilize derivative or other financial instruments for trading or other speculative purposes. We recognize all\n\nderivatives as either assets or liabilities on the balance sheet on a gross basis, measure those instruments at fair value and\n\nrecognize the change in fair value in earnings in the period of change, unless the derivative qualifies as an effective hedge\n\nthat offsets certain exposures. We have agreed with almost all of our counterparties with whom we had entered into cross-\n\ncurrency swaps, interest rate swaps or foreign exchange contracts, to enter into bilateral collateralization contracts under\n\nwhich we will receive or provide cash collateral, as the case may be, for the net position with each of these counterparties.\n\nAs of December 31, 2025, cash collateral positions consisted of $0.7 million recorded in accrued and other current\n\nliabilities and $22.5 million recorded in prepaid expenses and other current assets in the accompanying consolidated\n\nbalance sheet. As of December 31, 2024, we had cash collateral positions consisting of $16.8 million recorded in\n\naccrued and other current liabilities and $3.2 million recorded in prepaid expenses and other current assets in the\n\naccompanying consolidated balance sheet.\n\nNon-Derivative Hedging Instrument\n\nNet Investment Hedge\n\nWe are party to a foreign currency non-derivative hedging instrument that is designated and qualifies as a net investment\n\nhedge. The objective of the hedge is to protect part of the net investment in foreign operations against adverse changes in\n\nthe exchange rate between the euro and the U.S. dollar. The non-derivative hedging instrument is the German private\n\ncorporate bond (2017 Schuldschein) which was issued in 2017 in both U.S. dollars and euros for a total of $331.1\n\nmillion as described in Note 16 \"Debt.\" Since then, all but one of the tranches was paid as described in Note 16 \"Debt,\"\n\nand as of December 31, 2025, €14.5 million remains designated as a hedging instrument against a portion of our euro\n\nnet investments in our foreign operations. In July 2022, we issued an additional €370.0 million German private corporate\n\nbond (2022 Schuldschein) as described in Note 16, and it is designated in its entirety as the hedging instrument against a\n\nportion of our euro net investments in our foreign operations. As further discussed in Note 16 \"Debt,\" €51.5 million of the\n\n2022 Schuldschein matured and repaid in July 2025 and as a result, €318.5 million remained designated as hedging\n\ninstrument as of December 31, 2025. The relative changes in both the hedged item and hedging instrument are calculated\n\nby applying the change in spot rate between two assessment dates against the respective notional amount. The effective\n\nportion of the hedge is recorded in the cumulative translation adjustment account within accumulated other comprehensive\n\nloss. Based on the spot rate method, the unrealized loss recorded in equity as of December 31, 2025 and 2024 is $54.2\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 144\n\nNotes to the Consolidated Financial Statements\n\nmillion and $10.7 million, respectively. Since we are using the debt as the hedging instrument, which is also remeasured\n\nbased on the spot rate method, there is no hedge ineffectiveness related to the net investment hedge as of December 31,\n\n2025 and 2024.\n\nDerivatives Designated as Hedging Instruments\n\nCash Flow Hedges\n\nAs of December 31, 2025 and 2024, we held derivative instruments that are designated and qualify as cash flow hedges,\n\nwhere the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive loss\n\nand reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains\n\nand losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment\n\nof effectiveness are recognized in current earnings. To date, we have not recorded any hedge ineffectiveness related to\n\nany cash flow hedges in earnings. Based on their valuation as of December 31, 2025, we expect approximately $2.5\n\nmillion of derivative gains included in accumulated other comprehensive loss will be reclassified into income during the\n\nnext 12 months. The cash flows derived from derivatives are classified in the consolidated statements of cash flows in the\n\nsame category as the hedged item.\n\nWe use interest rate derivative contracts to align our portfolio of interest-bearing assets and liabilities with our risk\n\nmanagement objectives. Since 2015, we have been a party to five cross-currency interest rate swaps through 2025 for a\n\ntotal notional amount of €180.0 million which qualify for hedge accounting as cash flow hedges. In August 2025, we\n\nsettled these cross-currency interest rate swaps at maturity. In September 2022, we entered into five cross-currency interest\n\nrate swaps through 2025 for a total notional amount of CHF 542.0 million which qualify for hedge accounting as cash\n\nflow hedges. In November 2024, we settled these cross-currency interest rate swaps and as a result, reclassified\n\n$5.4 million of derivative losses included in accumulated other comprehensive loss to income in other expense, net in the\n\naccompanying consolidated statement of income. In November 2024, we entered into eight new cross-currency interest\n\nrate swaps with various maturities through 2026 for a total notional amount of CHF 280.0 million which qualify for hedge\n\naccounting as cash flow hedges. In May 2025, two of the eight cross-currency interest rate swaps with a notional amount\n\nof CHF 70.0 million were settled and subsequently, we entered into two new cross-currency interest rate swaps through\n\n2028 for a notional amount of CHF 70.0 million. In November 2025, two of the eight cross-currency interest rate swaps\n\nwith a notional amount of CHF 70.0 million were settled and subsequently, we entered into two new cross-currency interest\n\nrate swaps through 2027 for a notional amount of CHF 70.0 million.\n\nWe determined that no ineffectiveness exists related to the remaining swaps. As of December 31, 2025 and 2024, interest\n\nreceivables of $1.1 million and $3.2 million, respectively, are recorded in prepaid expenses and other current assets in the\n\naccompanying consolidated balance sheets.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 145\n\nNotes to the Consolidated Financial Statements\n\nDerivatives Not Designated as Hedging Instruments\n\nCall Options\n\nPrior to 2024, we entered into Call Options which, along with the sale of the Warrants, represent the Call Spread Overlay\n\nentered into in connection with the Cash Convertible Notes which were due in 2023 and 2024 and which are more fully\n\ndescribed in Note 16 \"Debt.\" As of December 31, 2024, all remaining call options had expired unexercised. In these\n\ntransactions, the Call Options addressed the equity price risk inherent in the cash conversion feature of each instrument by\n\noffsetting cash payments in excess of the principal amount due upon any conversion of the cash convertible notes.\n\nAccordingly, the derivative was presented as either current or long-term based upon the classification of the related debt.\n\nAside from the initial payment of premiums for the Call Options, we were not required to make any cash payments under\n\nthe Call Options. We were, however, entitled to receive under the terms of the Call Options, an amount of cash generally\n\nequal to the amount by which the market price per share of our common stock exceeded the exercise price of the Call\n\nOptions during the relevant valuation period. The exercise price under the Call Options was equal to the conversion price\n\nof the cash convertible notes.\n\nThe Call Options, for which our common stock was the underlying security, were derivative assets that required mark-to-\n\nmarket accounting treatment. The Call Options were measured and reported at fair value on a recurring basis within Level\n\n2 of the fair value hierarchy. The change in fair value was recognized immediately in our consolidated statements of\n\nincome in other expense, net.\n\nCash Convertible Notes Embedded Cash Conversion Option\n\nThe embedded cash conversion option within the Cash Convertible Notes due 2023 and 2024 discussed in Note 16\n\n\"Debt\" was required to be separated from the cash convertible notes and accounted for separately as a derivative liability,\n\nwith changes in fair value reported in our consolidated statements of income in other expense, net until the cash conversion\n\noption settled or expired. The embedded cash conversion option was measured and reported at fair value on a recurring\n\nbasis within Level 2 of the fair value hierarchy.\n\nBecause the terms of the cash convertible notes' embedded cash conversion option were substantially similar to those of the\n\nCall Options, discussed above, we expected the effect on earnings from these two derivative instruments to mostly offset\n\neach other. In November 2024, the Cash Convertible Notes due 2024 were repaid at maturity, and the related Call\n\nOptions expired unexercised as described in Note 16, resulting in a $1.4 million gain recognized in other expense, net in\n\nthe accompanying consolidated statement of income. In September 2023, the Cash Convertible Notes due 2023 and the\n\nrelated Call Options have been settled as described in Note 16, and we recognized a gain of $0.9 million in other\n\nexpense, net in the accompanying consolidated statement of income.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 146\n\nNotes to the Consolidated Financial Statements\n\nForeign Exchange Contracts\n\nAs a globally active enterprise, we are subject to risks associated with fluctuations in foreign currencies in our ordinary\n\noperations. This includes foreign currency-denominated receivables, payables, debt and other balance sheet positions\n\nincluding intercompany items. We manage balance sheet exposure on a group-wide basis using foreign exchange forward\n\ncontracts, foreign exchange options and cross-currency swaps.\n\nWe are party to various foreign exchange forward, option and swap arrangements which had an aggregate notional\n\nvalue of $488.5 million at December 31, 2025 and expire at various dates through October 2026. At December 31,\n\n2024, these arrangements had an aggregate notional value of $645.7 million, which expired at various dates through July\n\n2025. The transactions have been entered into to offset the effects from short-term balance sheet exposure to foreign\n\ncurrency exchange risk. Changes in the fair value of these arrangements have been recognized in other expense, net.\n\nFair Values of Derivative Instruments\n\nThe following tables summarize the fair value amounts of derivative instruments reported in the consolidated balance sheets\n\nas of December 31, 2025 and 2024. The current assets are included in prepaid expenses and other current assets and the\n\ncurrent liabilities are included in accrued and other current liabilities in the accompanying consolidated balance sheets.\n\nThe long-term assets are included in other long-term assets and the long-term liabilities are included in other long-term\n\nliabilities in the accompanying consolidated balance sheets.\n\n(in thousands)\n\n2025\n\n2024\n\nCurrent asset\n\nLong-term asset\n\nCurrent asset\n\nLong-term asset\n\nAssets:\n\nDerivative instruments designated as hedges\n\nInterest rate contracts - cash flow hedge(1)\n\n$—\n\n$—\n\n$17,843\n\n$3,174\n\nUndesignated derivative instruments\n\nForeign exchange forwards and options\n\n2,448\n\n—\n\n5,761\n\n—\n\nTotal derivative assets\n\n$2,448\n\n$—\n\n$23,604\n\n$3,174\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 147\n\nNotes to the Consolidated Financial Statements\n\n(in thousands)\n\n2025\n\n2024\n\nCurrent liability\n\nLong-term liability\n\nCurrent liability\n\nLong-term liability\n\nLiabilities:\n\nDerivative instruments designated as hedges\n\nInterest rate contracts - cash flow hedge  (1)\n\n($18,194)\n\n($4,169)\n\n$—\n\n$—\n\nUndesignated derivative instruments\n\nForeign exchange forwards and options\n\n(1,978)\n\n—\n\n(13,752)\n\n—\n\nTotal derivative liabilities\n\n($20,172)\n\n($4,169)\n\n($13,752)\n\n$—\n\n(1)The fair value amounts for the interest rate contracts do not include accrued interest.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 148\n\nNotes to the Consolidated Financial Statements\n\nGains and Losses on Derivative Instruments\n\nThe following tables summarize the gains and losses on derivative instruments for the years ended December 31, 2025,\n\n2024 and 2023:\n\n(in thousands)\n\n2025\n\n2024\n\n2023\n\nOther expense, net\n\nOther expense, net\n\nOther expense, net\n\nTotal amounts presented in the Consolidated Statements of Income in which the effects of cash flow and fair value\n\nhedges are recorded\n\n($6,650)\n\n($739)\n\n($5,711)\n\nGains (losses) on derivatives in cash flow hedges:\n\nInterest rate contracts\n\nAmount of gain (loss) reclassified from accumulated other comprehensive loss\n\n$45,561\n\n($24,689)\n\n$66,600\n\nAmounts excluded from effectiveness testing\n\n—\n\n—\n\n—\n\nGains (losses) on derivatives not designated as hedging instruments:\n\nEquity options\n\n—\n\n(39,759)\n\n(182,011)\n\nCash convertible notes embedded cash conversion option\n\n—\n\n39,830\n\n182,802\n\nForeign exchange forwards and options\n\n12,844\n\n(8,399)\n\n(8,610)\n\nTotal gains (losses) on derivative instruments\n\n$58,405\n\n($33,017)\n\n$58,781\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 149\n\nNotes to the Consolidated Financial Statements\n\n15. Financial Instruments and Fair Value Measurements\n\nAssets and liabilities are measured at fair value according to a three-tier fair value hierarchy which prioritizes the inputs\n\nused in measuring fair value as follows:\n\n•Level 1. Observable inputs, such as quoted prices in active markets;\n\n•Level 2. Inputs, other than the quoted price in active markets, that are observable either directly or indirectly; and\n\n•Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its\n\nown assumptions.\n\nThe following table presents our fair value hierarchy for our financial assets and liabilities measured at fair value on a\n\nrecurring basis as of December 31, 2025 and 2024:\n\n(in thousands)\n\n2025\n\n2024\n\nLevel 1\n\nLevel 2\n\nLevel 3\n\nTotal\n\nLevel 1\n\nLevel 2\n\nLevel 3\n\nTotal\n\nAssets:\n\nCash equivalents\n\n$647,809\n\n$—\n\n$—\n\n$647,809\n\n$399,917\n\n$—\n\n$—\n\n$399,917\n\nNon-marketable equity securities\n\n—\n\n—\n\n5,752\n\n5,752\n\n—\n\n—\n\n4,283\n\n4,283\n\nForeign exchange forwards and options\n\n—\n\n2,448\n\n—\n\n2,448\n\n—\n\n5,761\n\n—\n\n5,761\n\nInterest rate contracts - cash flow hedge\n\n—\n\n—\n\n—\n\n—\n\n—\n\n21,017\n\n—\n\n21,017\n\nTotal financial assets\n\n$647,809\n\n$2,448\n\n$5,752\n\n$656,009\n\n$399,917\n\n$26,778\n\n$4,283\n\n$430,978\n\nLiabilities:\n\nForeign exchange forwards and options\n\n$—\n\n($1,978)\n\n$—\n\n($1,978)\n\n$—\n\n($13,752)\n\n$—\n\n($13,752)\n\nInterest rate contracts - cash flow hedge\n\n—\n\n(22,363)\n\n—\n\n(22,363)\n\n—\n\n—\n\n—\n\n—\n\nContingent consideration\n\n—\n\n—\n\n(22,753)\n\n(22,753)\n\n—\n\n—\n\n(20,650)\n\n(20,650)\n\nTotal financial liabilities\n\n$—\n\n($24,341)\n\n($22,753)\n\n($47,094)\n\n$—\n\n($13,752)\n\n($20,650)\n\n($34,402)\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 150\n\nNotes to the Consolidated Financial Statements\n\nThe carrying values of financial instruments, including cash, cash equivalents and short-term investments recorded at cost,\n\naccounts receivable, accounts payable and accrued other current liabilities, approximate their fair values due to their short-\n\nterm maturities.\n\nOur assets and liabilities measured at fair value on a recurring basis consist of certain cash equivalents, which are\n\nclassified in Level 1 of the fair value hierarchy; derivative contracts used to hedge currency and interest rate risk, and\n\nderivative contracts to protect part of the net investments in foreign operations against adverse changes in the exchange\n\nrate between the euro and the functional currency of the U.S. dollar, which are classified in Level 2 of the fair value\n\nhierarchy; contingent consideration accruals, which are classified in Level 3 of the fair value hierarchy; and non-marketable\n\nequity securities remeasured as of the years ended December 31, 2025 and 2024 classified within Level 3 in the fair\n\nvalue hierarchy. There were no transfers between levels for the year ended December 31, 2025.\n\nIn determining fair value for Level 2 instruments, we apply a market approach using quoted active market prices relevant to\n\nthe particular instrument under valuation, giving consideration to the credit risk of both the respective counterparty to the\n\ncontract and the Company. To determine our credit risk, we estimated our credit rating by benchmarking the price of\n\noutstanding debt to publicly-available comparable data from rated companies. Using the estimated rating, our credit risk\n\nwas quantified by reference to publicly-traded debt with a corresponding rating. The derivatives are not actively traded\n\nand were valued based on an option pricing model that used observable market data for inputs. Significant market data\n\ninputs used to determine fair values included our common share price, the risk-free interest rate and the implied volatility of\n\nour common shares.\n\nOur Level 3 instruments include non-marketable equity security investments. Under the measurement alternative, the\n\ncarrying value is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in\n\norderly transactions for identical or similar investments of the same issuer. Adjustments are determined primarily based on\n\na market approach as of the transaction date. Refer to Note 10 \"Investments\" for the change in non-marketable equity\n\nsecurities with Level 3 inputs during the years ended December 31, 2025 and 2024.\n\nOur Level 3 instruments also include contingent consideration liabilities. We value contingent consideration liabilities using\n\nunobservable inputs, applying the income approach, such as the discounted cash flow technique or the probability-\n\nweighted scenario method. Contingent consideration arrangements obligate us to pay the sellers of an acquired entity if\n\nspecified future events occur or conditions are met, such as the achievement of technological or revenue milestones. We\n\nuse various key assumptions, such as the probability of achievement of the milestones (0% to 100%) and the discount rate\n\n(between 11.4% and 11.8%), to represent the non-performing risk factors and time value when applying the income\n\napproach. We regularly review the fair value of the contingent consideration and reflect any change in the accrual in the\n\nconsolidated statements of income in the line items commensurate with the underlying nature of milestone arrangements.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 151\n\nNotes to the Consolidated Financial Statements\n\nThe fair value of contingent consideration liabilities is based on internal forecasts and the weighted-average cost of capital\n\nderived from market data, which are considered Level 3 inputs. The following table summarizes the activity for the years\n\nended December 31, 2025 and 2024:\n\n(in thousands)\n\n2025\n\n2024\n\nBalance at beginning of year\n\n($20,650)\n\n($18,359)\n\nAdditions from acquisitions\n\n(18,003)\n\n—\n\nChanges in estimated fair value\n\n4,100\n\n(2,291)\n\nCash payments\n\n11,800\n\n—\n\nBalance at end of year\n\n($22,753)\n\n($20,650)\n\nAs of December 31, 2025 and 2024, $16.2 million and $20.7 million, respectively, was accrued for contingent\n\nconsideration and is included in accrued and other current liabilities in the accompanying consolidated balance sheets and\n\n$6.6 million is included in other long-term liabilities in the accompanying consolidated balance sheets as of December 31,\n\n2025 .\n\nThe estimated fair value of long-term debt, as disclosed in Note 16 \"Debt,\" was based on current interest rates for similar\n\ntypes of borrowings. The estimated fair values may not represent actual values of the financial instruments that could be\n\nrealized as of the balance sheet date or that will be realized in the future.\n\nThe fair values of the financial instruments are presented in Note 16 \"Debt\" and were determined as follows:\n\nConvertible Notes: Fair value is based on an estimation using available over-the-counter market information on the\n\nConvertible Notes due in 2027, 2031 and 2032.\n\nGerman Private Placements: Fair value is based on an estimation using changes in the euro swap rates.\n\nThere were no adjustments in the years ended December 31, 2025 and 2024 for nonfinancial assets or liabilities required\n\nto be measured at fair value on a nonrecurring basis.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 152\n\nNotes to the Consolidated Financial Statements\n\n16. Debt\n\nAt December 31, 2025 and 2024, total long-term debt, net of debt issuance costs of $12.8 million and $7.9 million,\n\nrespectively, consists of the following:\n\n(in thousands)\n\n2025\n\n2024\n\n0.000% Senior Unsecured Convertible Notes due 2027\n\n$26,000\n\n$498,402\n\n2.500% Senior Unsecured Convertible Notes due 2031\n\n495,254\n\n494,421\n\n2.000% Senior Unsecured Convertible Notes due 2032\n\n742,394\n\n—\n\nGerman Private Placement (2017 Schuldschein)\n\n17,032\n\n15,050\n\nGerman Private Placement (2022 Schuldschein)\n\n373,748\n\n383,675\n\nTotal long-term debt\n\n1,654,428\n\n1,391,548\n\nLess: Current portion\n\n—\n\n551,883 (1)\n\nLong-term portion\n\n$1,654,428\n\n$839,665 (1)\n\n(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\n\namounts. See Note 1.\n\nThe notes are all unsecured obligations that rank pari passu.\n\nRepayments of long-term debt for the years ended December 31, 2025, 2024 and 2023 were at par and consisted of:\n\n(in thousands)\n\n2025\n\n2024\n\n2023\n\nGerman Private Placement (2022 Schuldschein)\n\n$60,167\n\n$—\n\n$—\n\nGerman Private Placement (2017 Schuldschein)\n\n—\n\n101,536\n\n—\n\n0.000% Senior Unsecured Convertible Notes due 2027\n\n474,000\n\n—\n\n—\n\n1.000% Senior Unsecured Convertible Notes due 2024\n\n—\n\n500,000\n\n—\n\n0.500% Senior Unsecured Convertible Notes due 2023\n\n—\n\n—\n\n400,000\n\nTotal repayment of long-term debt\n\n$534,167\n\n$601,536\n\n$400,000\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 153\n\nNotes to the Consolidated Financial Statements\n\nThe principal amount, carrying amount and fair values of long-term debt instruments as of December 31, 2025 and 2024\n\nare summarized below:\n\n(in thousands)\n\n2025\n\nPrincipal\n\namount\n\nUnamortized debt\n\ndiscount and\n\nissuance costs\n\nCarrying\n\namount\n\nFair value\n\nAmount\n\nLeveling\n\nConvertible Notes due 2027\n\n$26,000\n\n$—\n\n$26,000\n\n$23,844\n\nLevel 1\n\nConvertible Notes due 2031\n\n500,000\n\n(4,746)\n\n495,254\n\n520,570\n\nLevel 1\n\nConvertible Notes due 2032\n\n750,000\n\n(7,606)\n\n742,394\n\n762,600\n\nLevel 1\n\nGerman Private Placement (2017 Schuldschein)\n\n17,039\n\n(7)\n\n17,032\n\n16,692\n\nLevel 2\n\nGerman Private Placement (2022 Schuldschein)\n\n374,234\n\n(486)\n\n373,748\n\n366,130\n\nLevel 2\n\n$1,667,273\n\n($12,845)\n\n$1,654,428\n\n$1,689,836\n\n(in thousands)\n\n2024\n\nPrincipal\n\namount\n\nUnamortized debt\n\ndiscount and\n\nissuance costs\n\nCarrying\n\namount\n\nFair value\n\nAmount\n\nLeveling\n\nConvertible Notes due 2027\n\n$500,000\n\n($1,598)\n\n$498,402\n\n$475,835\n\nLevel 1\n\nConvertible Notes due 2031\n\n500,000\n\n(5,579)\n\n494,421\n\n511,150\n\nLevel 1\n\nGerman Private Placement (2017 Schuldschein)\n\n15,069\n\n(19)\n\n15,050\n\n14,560\n\nLevel 2\n\nGerman Private Placement (2022 Schuldschein)\n\n384,393\n\n(718)\n\n383,675\n\n380,180\n\nLevel 2\n\n$1,399,462\n\n($7,914)\n\n$1,391,548\n\n$1,381,725\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 154\n\nNotes to the Consolidated Financial Statements\n\nFuture maturities of long-term debt stated at the carrying values as of December 31, 2025 are shown in the table below.\n\nAs described elsewhere in this Note 16, certain of our long-term debt instruments contain features which could require\n\nrepayment or conversion earlier than their contractual maturity dates.\n\nYears ending December 31,\n\n(in thousands)\n\n2026\n\n$—\n\n2027\n\n150,491\n\n2028\n\n—\n\n2029\n\n164,328\n\n2030\n\n—\n\nThereafter\n\n1,339,609\n\n$1,654,428\n\nInterest expense on long-term debt was $33.6 million, $42.6 million and $52.4 million for the years ended December 31,\n\n2025, 2024 and 2023, respectively.\n\nInterest expense for the years ended December 31, 2025, 2024 and 2023 related to the 2032 Notes, 2031 Notes, 2027\n\nNotes and cash convertible notes was comprised of the following:\n\n(in thousands) \n\n2025\n\n2024\n\n2023\n\nCoupon interest\n\n$18,104\n\n$8,604\n\n$4,169\n\nAmortization of original issuance discount\n\n—\n\n16,075\n\n27,341\n\nAmortization of debt issuance costs\n\n2,798\n\n1,690\n\n2,328\n\nTotal interest expense related to the convertible notes\n\n$20,902\n\n$26,369\n\n$33,838\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 155\n\nNotes to the Consolidated Financial Statements\n\nConvertible Notes due 2032\n\nOn September 4, 2025, we issued 2.0% cash convertible notes in an aggregate principal amount of $750.0 million with\n\na maturity date of September 4, 2032 (2032 Notes). The 2032 Notes carry interest of 2.0% per annum payable semi-\n\nannually in arrears. The net proceeds of the 2032 Notes totaled $742.0 million, after debt issuance costs of $8.0 million.\n\nDebt issuance costs are amortized to interest expense over the term of the 2032 Notes. The effective interest rate of the\n\n2032 Notes is 2.16%.\n\nThe 2032 Notes are convertible into common shares based on an initial conversion rate, subject to adjustment, of\n\n3,094.3562 shares per $200,000 principal amount of notes (which represented an initial conversion price of $64.6338\n\nper share, or 11.6 million underlying shares). Following the January 2026 synthetic share repurchase discussed in Note\n\n18 \"Equity,\" the adjusted conversion rate became 3,091.0563 shares per $200,000 principal amount of notes, which\n\nrepresents an adjusted conversion price per share of $64.7028. At conversion, we will settle the 2032 Notes by repaying\n\nthe principal portion in cash and any excess of the conversion value over the principal amount in common shares.\n\nThe 2032 Notes may be redeemed at the option of each noteholder at their principal amount on September 4, 2030 or in\n\nconnection with a change of control or delisting event.\n\nThe 2032 Notes are convertible in whole, but not in part, at the option of the noteholders on a net share settlement basis,\n\nat the prevailing conversion price in the following circumstances beginning after October 15, 2025 through March 3,\n\n2032:\n\n•if the daily volume-weighted average trading price of our common shares for at least 20-consecutive trading days during\n\na period of 30-consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is\n\ngreater than or equal to 150% of the applicable conversion price on each such trading day; or\n\n•if we undergo certain fundamental changes, including a change of control or delisting event, as defined in the\n\nagreement; or\n\n•if a parity event or trading price unavailability event, as the case may be, occurs during the period of 10 days,\n\ncommencing on and including the first business day following the relevant trading price notification date; or\n\n•if we distribute assets or property to all or substantially all of the holders of our common shares and those assets or other\n\nproperty have a value of more than 25% of the average daily volume-weighted average trading price of our common\n\nshares for the prior 20 consecutive trading days; or\n\n•in case of early redemption in respect of the outstanding notes at our option, where the conversion date falls in the\n\nperiod from (and including) the date on which the call notice is published to (and including) the 45th business day prior\n\nto the redemption date; or\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 156\n\nNotes to the Consolidated Financial Statements\n\n•if we experience certain customary events of default, including defaults under certain other indebtedness, until such event\n\nof default has been cured or waived; or\n\n•if an acquisition of control occurs, where the conversion date falls in the period from (and including) the date on which\n\nthe acquisition notice is published to the record date established in connection with the acquisition of control, established\n\nto be no less than 40 days and no more than 60 days from acquisition notice; or\n\n•if a take-over bid is published, where the conversion date falls in the period from (and including) the date of notice of the\n\ntake-over bid to the last day of the applicable legal acceptance period.\n\nThe noteholders may convert their notes at any time, without condition, during the period beginning on March 4, 2032\n\nand ending on the 45th business day prior to September 4, 2032.\n\nNo contingent conversion conditions were triggered for the 2032 Notes as of December 31, 2025.\n\nConvertible Notes due 2031\n\nOn September 10, 2024, we issued 2.500% convertible notes in an aggregate principal amount of $500.0 million with a\n\nmaturity date of September 10, 2031 (2031 Notes). The 2031 Notes carry interest of 2.500% per annum payable semi-\n\nannually in arrears. The net proceeds of the 2031 Notes totaled $494.2 million, after debt issuance costs of $5.8 million.\n\nDebt issuance costs are amortized to interest expense over the term of the 2031 Notes. The effective interest rate of the\n\n2031 Notes is 2.68%.\n\nThe 2031 Notes are convertible into common shares based on an initial conversion rate, subject to adjustment, of\n\n3,124.3702 shares per $200,000 principal amount of notes (which represents an initial conversion price of $64.0129\n\nper share or 7.8 million underlying shares). Following the January 2026 synthetic share repurchase discussed in Note 18\n\n\"Equity,\" the adjusted conversion rate became 3,136.9055 shares per $200,000 principal amount of notes, which\n\nrepresents an adjusted conversion price per share of $63.7571. At conversion, we will settle the 2031 Notes by repaying\n\nthe principal portion in cash and any excess of the conversion value over the principal amount in common shares.\n\nThe 2031 Notes may be redeemed at the option of each noteholder at their principal amount on September 10, 2029 or\n\nin connection with a change of control or delisting event.\n\nThe 2031 Notes are convertible in whole, but not in part, at the option of the noteholders on a net share settlement basis,\n\nat the prevailing conversion price, in the following circumstances beginning after October 21, 2024 through March 9,\n\n2031:\n\n•if the daily volume-weighted average trading price of our common shares for at least 20-consecutive trading days during\n\na period of 30-consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is\n\ngreater than or equal to 150% of the applicable conversion price on each such trading day; or\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 157\n\nNotes to the Consolidated Financial Statements\n\n•if we undergo certain fundamental changes, including a change of control or delisting event, as defined in the\n\nagreement; or\n\n•if a parity event or trading price unavailability event, as the case may be, occurs during the period of 10 days,\n\ncommencing on and including the first business day following the relevant trading price notification date; or\n\n•if we distribute assets or property to all or substantially all of the holders of our common shares and those assets or other\n\nproperty have a value of more than 25% of the average daily volume-weighted average trading price of our common\n\nshares for the prior 20 consecutive trading days; or\n\n•in case of early redemption in respect of the outstanding notes at our option, where the conversion date falls in the\n\nperiod from (and including) the date on which the call notice is published to (and including) the 45th business day prior\n\nto the redemption date; or\n\n•if we experience certain customary events of default, including defaults under certain other indebtedness, until such event\n\nof default has been cured or waived; or\n\n•if an acquisition of control occurs, where the conversion date falls in the period from (and including) the date on which\n\nthe acquisition notice is published to the record date established in connection with the acquisition of control, established\n\nto be no less than 40 days and no more than 60 days from acquisition notice; or\n\n•if a take-over bid is published, where the conversion date falls in the period from (and including) the date of notice of the\n\ntake-over bid to the last day of the applicable legal acceptance period.\n\nThe noteholders may convert their notes at any time, without condition, during the period beginning on March 10, 2031\n\nand ending on the 45th business day prior to September 10, 2031.\n\nNo contingent conversion conditions were triggered for the 2031 Notes as of December 31, 2025.\n\nConvertible Notes due 2027\n\nOn December 17, 2020, we issued zero coupon convertible notes in an aggregate principal amount of $500.0 million\n\nwith a maturity date of December 17, 2027 (2027 Notes). The 2027 Notes carry no coupon interest. The net proceeds of\n\nthe 2027 Notes totaled $497.6 million, after payment of debt issuance costs of $3.7 million.\n\nIn accounting for the issuance of the 2027 Notes in 2020 prior to the adoption of ASU 2020-06, we separated the 2027\n\nNotes into liability and equity components. We allocated $445.9 million of the 2027 Notes to the liability component,\n\nrepresenting the fair value of a similar debt instrument that does not have an associated convertible feature; and\n\n$54.1 million to the equity component, representing the conversion option, which did not meet the criteria for separate\n\naccounting as a derivative as it is indexed to our own stock. ASU 2020-06 was adopted on January 1, 2021, and this\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 158\n\nNotes to the Consolidated Financial Statements\n\nresulted in a decrease of $54.1 million to additional paid-in capital and an increase of $0.3 million to retained earnings\n\nfor the conversion feature related to the liability for the 2027 Notes.\n\nThe effective interest rate of the 2027 Notes is 1.65%, which is imputed based on the amortization of the fair value of the\n\nembedded conversion option over the remaining term of the 2027 Notes.\n\nOn the December 17, 2025 put date, $474.0 million of the 2027 Notes was repaid at the election of the bondholders,\n\nafter which the remaining $26.0 million was reclassified to long-term debt.\n\nThe 2027 Notes are convertible into common shares based on an initial conversion rate, subject to adjustment, of\n\n2,477.65 shares per $200,000 principal amount of notes (which represented an initial conversion price of $80.7218 per\n\nshare or 6.2 million underlying shares). Following the January 2026 synthetic share repurchase discussed in Note 18\n\n\"Equity,\" the adjusted conversion rate became 2,485.1914 shares per $200,000 principal amount of notes, which\n\nrepresents an adjusted conversion price per share of $80.4767. At conversion, we will settle the 2027 Notes by repaying\n\nthe principal portion in cash and any excess of the conversion value over the principal amount in common shares.\n\nThe 2027 Notes are convertible in whole, but not in part, at the option of the noteholders on a net share settlement basis,\n\nat the prevailing conversion price, in the following circumstances beginning after January 27, 2021 through June 16,\n\n2027:\n\n•if the last reported sale price of our common shares for at least 20-consecutive trading days during a period of 30-\n\nconsecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than\n\nor equal to 130% of the conversion price on each applicable trading day; or\n\n•if we undergo certain fundamental changes, including a change of control, as defined in the agreement; or\n\n•if a parity event or trading price unavailability event, as the case may be, occurs during the period of 10 days,\n\nincluding the first business day following the relevant trading price notification date; or\n\n•if we distribute assets or property to all or substantially all of the holders of our common shares and those assets or other\n\nproperty have a value of more than 25% of the average daily volume-weighted average trading price of our common\n\nshares for the prior 20 consecutive trading days; or\n\n•in case of early redemption in respect of the outstanding notes at our option, where the conversion date falls in the\n\nperiod from (and including) the date on which the call notice is published to (and including) the 45th business day prior\n\nto the redemption date; or\n\n•if we experience certain customary events of default, including defaults under certain other indebtedness, until such event\n\nof default has been cured or waived.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 159\n\nNotes to the Consolidated Financial Statements\n\nThe noteholders may convert their notes at any time, without condition, on or after June 17, 2027 until the 45th business\n\nday prior to December 17, 2027.\n\nNo contingent conversion conditions were triggered for the 2027 Notes as of December 31, 2025 or December 31,\n\n2024.\n\nCash Convertible Notes due 2023 and 2024\n\nIn November 2024, we repaid at maturity $500.0 million of Cash Convertible Senior Notes (2024 Notes) that had been\n\nissued on November 13, 2018 with net proceeds of $468.9 million after payment of the net cost of the Call Spread\n\nOverlay and transaction costs.\n\nIn September 2023, we repaid at maturity $400.0 million of Cash Convertible Senior Notes (2023 Notes) that had been\n\nissued on September 13, 2017 with net proceeds of $365.6 million after payment of the net cost of the Call Spread\n\nOverlay and transaction costs.\n\nCash Convertible Notes Call Spread Overlay\n\nConcurrent with the issuance of the cash convertible notes, we entered into privately negotiated hedge transactions (Call\n\nOptions) with, and issued warrants to purchase shares of our common stock (Warrants) to, certain financial institutions. We\n\nrefer to the Call Options and Warrants collectively as the “Call Spread Overlay.” The Call Options were intended to offset\n\nany cash payments payable by us in excess of the principal amount due upon any conversion of the cash convertible\n\nnotes.\n\nIn connection with the repayment of the 2023 Notes, we received $36.8 million in cash upon the exercise of Call Options\n\nin 2023. In the same transaction, we paid $36.8 million for the intrinsic value of the 2023 Notes' embedded conversion\n\noption. The Call Options related to the 2024 Notes expired unexercised in November 2024. All Warrants related to the\n\n2024 Notes and 2023 Notes expired unexercised in November 2024 and September 2023, respectively, upon maturity.\n\nGerman Private Placement (2017 Schuldschein)\n\nIn 2017, we completed a German private placement bond (2017 Schuldschein) which was issued in several tranches\n\ntotaling $331.1 million due in various periods through 2027. The 2017 Schuldschein consisted of one U.S. dollar and\n\nseveral euro-denominated tranches. In June 2024, we repaid a total of $101.5 million at maturity of two tranches as\n\nshown in the table below. In October 2022, we repaid $153.0 million for four tranches that matured. The euro tranches\n\nare designated as a foreign currency non-derivative hedging instrument that qualifies as a net investment hedge as\n\ndescribed in Note 14 \"Derivatives and Hedging.\" Based on the spot rate method, the change in the carrying value of the\n\neuro-denominated tranches attributed to the net investment hedge as of December 31, 2025 totaled $0.9 million of\n\nunrealized loss and is recorded in equity. We paid $1.2 million in debt issuance costs which are being amortized through\n\ninterest expense using the effective interest method over the lifetime of the notes.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 160\n\nNotes to the Consolidated Financial Statements\n\nThe following table shows the last remaining tranche of the 2017 Schuldschein as of December 31, 2025 and 2024:\n\nCarrying value (in thousands)\n\nas of December 31,\n\nNotional amount\n\nInterest rate\n\nMaturity\n\n2025\n\n2024\n\n€14.5 million\n\nFixed 1.61%\n\nJune 2027\n\n$17,032\n\n$15,050\n\nGerman Private Placement (2022 Schuldschein)\n\nIn July and August 2022, we completed another German private placement bond (2022 Schuldschein) which was issued\n\nin several tranches totaling €370.0 million due in various periods through 2035. In July 2025, we repaid $60.2 million\n\nfor the €51.5 million tranche that matured. The 2022 Schuldschein consists of euro-denominated tranches which have\n\neither a fixed or floating rate. All tranches except for the €70.0 million fixed 3.04% tranche due August 2035 are ESG-\n\nlinked wherein the interest rate is subject to adjustment of +/- 0.025% if our ESG rating changes. The euro tranches are\n\ndesignated as a foreign currency non-derivative hedging instrument that qualifies as a net investment hedge as described in\n\nNote 14 \"Derivatives and Hedging.\" Based on the spot rate method, the change in the carrying value of the euro-\n\ndenominated tranches attributed to the net investment hedge as of December 31, 2025 totaled $53.3 million of unrealized\n\nloss and is recorded in equity. We paid $1.2 million in debt issuance costs which are being amortized through interest\n\nexpense using the effective interest method over the lifetime of the notes.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 161\n\nNotes to the Consolidated Financial Statements\n\nA summary of the tranches is as follows:\n\nCarrying value (in thousands)\n\nas of December 31,\n\nNotional amount\n\nInterest rate\n\nMaturity\n\n2025\n\n2024\n\n€51.5 million\n\nFloating 6M EURIBOR + 0.55%\n\nJuly 2025\n\n$—\n\n$53,481\n\n€62.0 million\n\nFixed 2.741%\n\nJuly 2027\n\n72,814\n\n64,323\n\n€29.5 million\n\nFloating 6M EURIBOR + 0.70%\n\nJuly 2027\n\n34,645\n\n30,605\n\n€37.0 million\n\nFixed 3.044%\n\nJuly 2029\n\n43,430\n\n38,371\n\n€103.0 million\n\nFloating 6M EURIBOR + 0.85%\n\nJuly 2029\n\n120,898\n\n106,818\n\n€9.5 million\n\nFixed 3.386%\n\nJuly 2032\n\n11,146\n\n9,849\n\n€7.5 million\n\nFloating 6M EURIBOR + 1.0%\n\nJuly 2032\n\n8,800\n\n7,776\n\n€70.0 million\n\nFixed 3.04%\n\nAugust 2035\n\n82,015\n\n72,452\n\n$373,748\n\n$383,675\n\nRevolving Credit Facility\n\nOur credit facilities available and undrawn at December 31, 2025 total €413.0 million (approximately $485.3 million).\n\nThis includes a €400.0 million syndicated revolving credit facility expiring December 2030 (with one additional annual\n\nextension option) and two other lines of credit amounting to €13.0 million with no expiration date. The €400.0 million\n\nfacility can be utilized in euro and bears interest of 0.550% to 1.500% above EURIBOR, offered with interest periods of\n\none, three or six months. The commitment fee is calculated based on 35% of the applicable margin. Commitment fees of\n\n$0.9 million and $0.8 million were paid for years ended December 31, 2025 and 2024, respectively. The revolving\n\nfacility agreement contains certain non-financial covenants including, but not limited to, restrictions on the encumbrance of\n\nassets. We were in compliance with these covenants at December 31, 2025. The revolving credit facility is for general\n\ncorporate purposes and no amounts were utilized at December 31, 2025. Of the €13.0 million facilities, €8.2 million is\n\nused for bank guarantees and letters of credit at December 31, 2025.\n\n17. Income Taxes\n\nWe adopted ASU 2023-09: Income Taxes (Topic 740) - Improvements to Income Tax Disclosures on the effective date of\n\nJanuary 1, 2025 and applied the amendments on a prospective basis. Accordingly, the expanded tables below for the\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 162\n\nNotes to the Consolidated Financial Statements\n\nreconciliation of the effective tax rate and cash paid for income taxes is for the 2025 year only. The information for the\n\n2024 and 2023 years is included as previously disclosed.\n\nIncome before income tax expense for the years ended December 31, 2025, 2024 and 2023 consisted of:\n\n(in thousands)\n\n2025\n\n2024\n\n2023\n\nPretax (loss) income in the Netherlands\n\n($731)\n\n$20,624\n\n$63,676\n\nPretax income from foreign operations\n\n490,996\n\n100,523\n\n366,133\n\nTotal income before income tax expense\n\n$490,265\n\n$121,147\n\n$429,809\n\nIncome tax expense for the years ended December 31, 2025, 2024 and 2023 are as follows:\n\n(in thousands)\n\n2025\n\n2024\n\n2023\n\nCurrent:\n\nThe Netherlands\n\n$1,750\n\n$14,347\n\n$11,393\n\nForeign\n\n83,702\n\n46,250\n\n66,382\n\n85,452\n\n60,597\n\n77,775\n\nDeferred:\n\nThe Netherlands\n\n342\n\n9,137\n\n(5,535)\n\nForeign\n\n(20,409)\n\n(32,178)\n\n16,266\n\n(20,067)\n\n(23,041)\n\n10,731\n\nTotal income tax expense\n\n$65,385\n\n$37,556\n\n$88,506\n\nThe Netherlands' statutory income tax rate, the income tax rate of our country of domicile, was 25.8% for the years ended\n\nDecember 31, 2025, 2024 and 2023. Income from foreign subsidiaries is generally taxed at the statutory income tax\n\nrates applicable in the respective countries of domicile.\n\nThe principal items comprising the differences between income taxes computed at the Netherlands' statutory tax rate and\n\nour effective tax rate for the year ended December 31, 2025 are as follows:\n\n \n\n2025\n\n(in thousands)\n\nAmount\n\nPercent\n\nThe Netherlands' income tax at statutory rate\n\n$126,488\n\n25.8%\n\nState and local income taxes, net of national income tax effect(1)\n\n—\n\n—\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 163\n\nNotes to the Consolidated Financial Statements\n\n \n\n2025\n\n(in thousands)\n\nAmount\n\nPercent\n\nForeign tax effects\n\nUnited States\n\nStatutory tax rate difference between United States and Netherlands\n\n(11,146)\n\n(2.3)\n\nWorthless stock deduction(2)\n\n(29,003)\n\n(5.9)\n\nNontaxable or nondeductible items\n\n(1,916)\n\n(0.4)\n\nOther\n\n(730)\n\n(0.1)\n\nGermany\n\nStatutory tax rate difference between Germany and the Netherlands\n\n(1,150)\n\n(0.2)\n\nTrade tax benefit\n\n(12,760)\n\n(2.6)\n\nChange in tax rates\n\n(4,339)\n\n(0.9)\n\nNontaxable or nondeductible items\n\n1,527\n\n0.3\n\nOther\n\n(1,115)\n\n(0.2)\n\nPoland\n\nStatutory tax rate difference between Poland and the Netherlands\n\n(4,118)\n\n(0.8)\n\nNontaxable or nondeductible items\n\n(11,441)\n\n(2.3)\n\nPillar Two\n\n7,744\n\n1.6\n\nOther\n\n(416)\n\n(0.1)\n\nUnited Arab Emirates\n\nStatutory tax rate difference between UAE and the Netherlands\n\n(15,752)\n\n(3.2)\n\nOther foreign jurisdictions\n\n618\n\n0.1\n\nEffect of changes in tax laws or rates enacted in the current period\n\n—\n\n0.0\n\nEffect of cross-border tax laws\n\n—\n\n0.0\n\nTax credits\n\n—\n\n0.0\n\nChanges in valuation allowances\n\n(3,464)\n\n(0.7)\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 164\n\nNotes to the Consolidated Financial Statements\n\n \n\n2025\n\n(in thousands)\n\nAmount\n\nPercent\n\nNontaxable or nondeductible items\n\nNondeductible expenses\n\n1,668\n\n0.3%\n\nWithholding tax\n\n3,624\n\n0.7\n\nChanges in unrecognized tax benefits\n\n21,717\n\n4.4\n\nOther adjustments\n\n(652)\n\n(0.1)\n\nEffective tax\n\n$65,385\n\n13.3%\n\n(1)The Netherlands has no municipal taxes.\n\n(2)During the third quarter of 2025, the Company recognized a worthless stock deduction under Internal Revenue Code Section 165(g)(3) upon\n\nliquidation of the U.S. subsidiary, NeuMoDx Molecular, Inc.\n\nThe principal items comprising the differences between income taxes computed at the Netherlands' statutory income tax\n\nrate and our effective tax rate for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09,\n\nare as follows:\n\n2024\n\n2023\n\nThe Netherlands' statutory income tax rate\n\n25.8%\n\n25.8%\n\nTaxation of foreign operations, net(1)\n\n(13.5)\n\n(7.6)\n\nUnrecognized tax benefits(2)\n\n15.9\n\n3.1\n\nShare-based compensation\n\n2.8\n\n(0.3)\n\nPrior year taxes\n\n1.2\n\n0.3\n\nGovernment incentives(3)\n\n(2.8)\n\n(1.0)\n\nChanges in tax laws and rates\n\n(0.2)\n\n0.2\n\nTax impact from nondeductible items\n\n1.2\n\n1.3\n\nValuation allowance\n\n(0.8)\n\n(1.8)\n\nOther items, net\n\n1.4\n\n0.6\n\nEffective tax rate\n\n31.0%\n\n20.6%\n\n(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\n\nincome 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\n\nof favorable tax laws, regulations and exemptions in certain jurisdictions. Partial tax exemptions exist on foreign income primarily derived from\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 165\n\nNotes to the Consolidated Financial Statements\n\noperations in Germany. Further, we have intercompany financing arrangements in which the intercompany income is subject to lower statutory income\n\ntax rates. The Organization for Economic Co-operation and Development (OECD) has implemented a global minimum corporate tax of 15% for\n\ncompanies with global revenues and profits above certain thresholds (referred to as Pillar Two) effective January 1, 2024. The Netherlands formally\n\nenacted the Pillar Two legislation into domestic law. We recorded $11.5 million top-up tax in relation to our operations in Dubai (United Arab\n\nEmirates) and Poland in 2024.\n\n(2)Unrecognized tax benefits include the impact from reassessment of accruals for tax contingencies, primarily related to ongoing taxing authority\n\nexaminations.\n\n(3)Government incentives include tax credits in the U.S. relating to research and development expense.\n\nWe conduct business globally and, as a result, file numerous consolidated and separate income tax returns in the\n\nNetherlands, Germany and the U.S. federal jurisdiction, as well as in various other state and foreign jurisdictions. In the\n\nnormal course of business, we are subject to examination by taxing authorities throughout various jurisdictions. Tax years\n\nin the Netherlands are potentially open back to 2013 for income tax examinations by the Netherlands taxing authority.\n\nThe German group is open to examination for the tax years starting in 2017 and in 2022, the German taxing authority\n\ncommenced an examination covering the 2017 to 2019 tax years. The U.S. consolidated group is subject to federal and\n\nmost state income tax examinations by taxing authorities beginning with the year ended December 31, 2022 through the\n\ncurrent period. In late 2023, the U.S. Internal Revenue Service commenced a U.S. federal income tax examination for the\n\nperiods 2014 to 2020. The examination was triggered by our 5-year net operating loss carryback under the CARES Act.\n\nOur other subsidiaries, with few exceptions, are no longer subject to income tax examinations by taxing authorities for\n\nyears before 2021.\n\nChanges in the amount of unrecognized tax benefits for the years ended December 31, 2025, 2024 and 2023 are as\n\nfollows:\n\n(in thousands)\n\n2025\n\n2024\n\n2023\n\nBalance at beginning of year\n\n$108,927\n\n$95,558\n\n$79,283\n\nAdditions based on tax positions related to the current year\n\n8,990\n\n9,447\n\n9,632\n\nAdditions for tax positions of prior years\n\n21,022\n\n10,402\n\n7,839\n\nDecrease for tax position of prior years\n\n(8,834)\n\n(271)\n\n(3,832)\n\nDecrease related to settlements\n\n—\n\n(439)\n\n(119)\n\nIncrease (decrease) from currency translation\n\n13,481\n\n(5,770)\n\n2,755\n\nBalance at end of year\n\n$143,586\n\n$108,927\n\n$95,558\n\nAt December 31, 2025 and 2024, our net unrecognized tax benefits totaled approximately $143.6 million and\n\n$108.9 million, respectively, which, if recognized, would favorably affect our effective tax rate in any future period.\n\nHowever, various events could cause our current expectations to change in the future. The above unrecognized tax\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 166\n\nNotes to the Consolidated Financial Statements\n\nbenefits, if ever recognized in the financial statements, would be recorded in the statements of income as part of income\n\ntax expense.\n\nOur policy is to recognize interest accrued related to income taxes in interest expense and penalties within income tax\n\nexpense. For the years ending December 31, 2025, 2024 and 2023, we recognized expense for interest and penalties of\n\n$2.0 million, $0.8 million and income of $0.4 million, respectively. At December 31, 2025 and 2024, we have accrued\n\ninterest and penalties of $5.9 million and $3.9 million, respectively, which are not included in the table above.\n\nAt December 31, 2025 and 2024, in the consolidated balance sheets, we have recorded deferred tax assets of\n\n$69.0 million and $70.1 million, respectively, in other long-term assets and deferred tax liabilities of $26.6 million and\n\n$22.7 million, respectively, in other long-term liabilities. The components of the net deferred tax assets at December 31,\n\n2025 and 2024 are as follows:\n\n(in thousands)\n\n2025\n\n2024\n\nDeferred tax assets:\n\nNet operating loss and tax credit carryforwards\n\n$76,802\n\n$33,875\n\nIntangible assets\n\n42,091\n\n47,409\n\nAccrued and other liabilities\n\n24,582\n\n27,746\n\nShare-based compensation\n\n13,091\n\n15,899\n\nOther\n\n22,070\n\n19,349\n\nTotal deferred tax assets before valuation allowance\n\n178,636\n\n144,278\n\nValuation allowance\n\n(8,364)\n\n(10,894)\n\nTotal deferred tax assets, after valuation allowance\n\n$170,272\n\n$133,384\n\nDeferred tax liabilities:\n\nIntangible assets\n\n($44,451)\n\n($41,386)\n\nProperty, plant and equipment\n\n(75,390)\n\n(38,900)\n\nOther\n\n(8,010)\n\n(5,726)\n\nTotal deferred tax liabilities\n\n($127,851)\n\n($86,012)\n\nDeferred tax assets, net\n\n$42,421\n\n$47,372\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 167\n\nNotes to the Consolidated Financial Statements\n\nBefore considering the impact of unrecognized tax benefits, at December 31, 2025, we had $558.3 million in total net\n\noperating loss (NOL) carryforwards which included $401.7 million for Germany, $59.4 million for the U.S., $20.9 million\n\nfor the U.K., $19.0 million for the Netherlands and $57.3 million for other foreign jurisdictions. The NOL carryforwards in\n\nthe U.S., Germany, the Netherlands and the U.K. carryforward indefinitely. The entire NOL carryforward in the U.S. is\n\nsubject to limitations under Section 382 of the U.S. Internal Revenue Code which limits the amount that can be used each\n\nyear. NOL carryforwards of $24.7 million in other foreign jurisdictions expire between 2026 and 2030 while the\n\nremainder can be carried forward indefinitely. At December 31, 2025, tax credits total $7.2 million and expire between\n\n2034 and 2044.\n\nAs of December 31, 2025, the valuation allowance principally relates to net operating loss carryforwards. A deferred tax\n\nasset can only be recognized to the extent it is \"more likely than not\" that the assets will be realized. Judgments around\n\nrealizability depend on the availability and weight of both positive and negative evidence.\n\nThe changes in the valuation allowance for the years ended December 31, 2025, 2024 and 2023 were as follows:\n\n(in thousands)\n\n2025\n\n2024\n\n2023\n\nBalance at beginning of year\n\n($10,894)\n\n($13,214)\n\n($21,265)\n\nAdditions charged to income tax expense\n\n(1,380)\n\n(405)\n\n(2,015)\n\nDeductions charged to income tax expense\n\n4,844\n\n1,383\n\n9,719\n\nCurrency translation\n\n(934)\n\n1,342\n\n347\n\nBalance at end of year\n\n($8,364)\n\n($10,894)\n\n($13,214)\n\nAs of December 31, 2025, a deferred tax liability has not been recognized for residual income taxes in the Netherlands\n\non the undistributed earnings of the majority of our foreign subsidiaries as these earnings are considered to be either\n\nindefinitely reinvested or can be repatriated tax free under the Dutch participation exemption. Estimating the amount of the\n\nunrecognized deferred tax liability on indefinitely reinvested foreign earnings is not practicable. Should the earnings be\n\nremitted as dividends, we may be subject to taxes including withholding tax. We have $15.0 million of undistributed\n\nearnings that we do not consider indefinitely reinvested and have recorded a deferred tax liability of $0.7 million for both\n\nDecember 31, 2025 and 2024.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 168\n\nNotes to the Consolidated Financial Statements\n\nIncome Taxes Paid\n\nThe following table details the amount and jurisdictions of tax payments (refunds), net of refunds, received for the year\n\nended December 31, 2025. For the years ended December 31, 2024 and 2023, income taxes paid totaled $15.7 million\n\nand $82.4 million, respectively.\n\n(in thousands)\n\n2025\n\nThe Netherlands\n\n$5,660\n\nForeign:\n\nUnited States\n\n6,308\n\nGermany\n\n(6,272)\n\nSpain\n\n(1,975)\n\nUnited Kingdom\n\n(4,198)\n\nSwitzerland\n\n4,895\n\nFrance\n\n2,533\n\nTurkey\n\n2,079\n\nItaly\n\n1,507\n\nSweden\n\n1,467\n\nOther jurisdictions\n\n5,261\n\nTotal foreign income taxes paid\n\n11,605\n\nTotal income taxes paid\n\n$17,266\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 169\n\nNotes to the Consolidated Financial Statements\n\n18. Equity\n\nShares\n\nThe authorized classes of our shares consist of Common Shares (410 million authorized), Preference Shares (450 million\n\nauthorized) and Financing Preference Shares (40 million authorized). All classes of shares have a par value of €0.01. No\n\nFinancing Preference Shares or Preference Shares have been issued. Common Shares are translated to U.S. dollars at the\n\nforeign exchange rates in effect when the shares are issued.\n\nDividend Declaration\n\nOn June 26, 2025 at the Annual General Meeting, shareholders of QIAGEN N.V. approved a cash dividend of $0.25\n\nper common share with a record and ex-date of July 2, 2025. On July 10, 2025, a total of $54.2 million in cash\n\ndividends were paid to our shareholders.\n\n2026 Synthetic Share Repurchase\n\nIn January 2026, we completed a synthetic share repurchase that combined a direct capital repayment with a reverse\n\nstock split. The transaction was announced on December 18, 2025. The synthetic share repurchase was implemented\n\nthrough a series of amendments to our Articles of Association which were approved by our shareholders. The first\n\namendment involved an increase in share capital by an increase in the nominal value per common share from EUR 0.01 to\n\nEUR 1.96 and a corresponding reduction in additional paid in capital. The second amendment involved a reduction in\n\ncommon shares whereby 20 existing common shares with a nominal value of EUR 1.96 each were consolidated into 19\n\nnew common shares with a nominal value of EUR 2.07 each. The third amendment was a reduction of the nominal value\n\nper common share from EUR 2.07 to EUR 0.01. As a result of these amendments, which in substance constitute a synthetic\n\nshare buyback, $496.7 million was returned to shareholders through the transaction which reduced the total number of\n\noutstanding shares by 10.9 million, or 5.0%, to 206.8 million shares outstanding as of January 8, 2026. Consequently,\n\nthe conversion rates for convertible notes were updated as disclosed in Note 16 \"Debt.\"\n\n2025 Synthetic Share Repurchase\n\nIn January 2025, we completed a synthetic share repurchase that combined a direct capital repayment with a reverse\n\nstock split. The transaction was announced on January 12, 2025. The synthetic share repurchase was implemented through\n\na series of amendments to our Articles of Association which were approved by our shareholders. The first amendment\n\ninvolved an increase in share capital by an increase in the nominal value per common share from EUR 0.01 to EUR 1.24\n\nand a corresponding reduction in additional paid in capital. The second amendment involved a reduction in common\n\nshares whereby 36 existing common shares with a nominal value of EUR 1.24 each were consolidated into 35 new\n\ncommon shares with a nominal value of EUR 1.28 each. The third amendment was a reduction of the nominal value per\n\ncommon share from EUR 1.28 to EUR 0.01. As a result of these amendments, which in substance constitute a synthetic\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 170\n\nNotes to the Consolidated Financial Statements\n\nshare buyback, $280.1 million was repaid to our shareholders and the outstanding number of common shares was\n\nreduced by 6.2 million, or 2.8%. Total expenses incurred related to the capital repayment and share consolidation\n\namounted to $0.1 million and were charged to equity during 2025.\n\n2024 Synthetic Share Repurchase\n\nIn January 2024, we completed a capital repayment program through a synthetic share repurchase that combined a direct\n\ncapital repayment with a reverse stock split. The synthetic share repurchase was implemented through a series of\n\namendments to our Articles of Association which were approved by our shareholders. The first amendment involved an\n\nincrease in share capital by an increase in the nominal value per common share from EUR 0.01 to EUR 1.18 and a\n\ncorresponding reduction in additional paid in capital. The second amendment involved a reduction in common shares\n\nwhereby 25 existing common shares with a nominal value of EUR 1.18 each were consolidated into 24.25 new common\n\nshares with a nominal value of EUR 1.22 each. The third amendment was a reduction of the nominal value per common\n\nshare from EUR 1.22 to EUR 0.01. As a result of these amendments, which in substance constitute a synthetic share\n\nbuyback, $292.1 million was repaid to our shareholders, and the outstanding number of common shares was reduced by\n\n6.8 million, or 3.0%. Total expenses incurred related to the capital repayment and share consolidation amounted to $0.8\n\nmillion and were charged to equity during 2024.\n\nAccumulated Other Comprehensive Loss\n\nThe following table is a summary of the components of accumulated other comprehensive loss as of December 31, 2025\n\nand 2024:\n\n(in thousands)\n\n2025\n\n2024\n\nNet unrealized loss on hedging contracts, net of tax\n\n($51,745)\n\n($9,818)\n\nNet unrealized gain on pension, net of tax\n\n401\n\n282\n\nForeign currency effects from intercompany long-term investment transactions, net of tax\n\nbenefits of $13.2 million in 2025 and 2024\n\n(33,415)\n\n(33,962)\n\nForeign currency translation adjustments\n\n(292,550)\n\n(431,041)\n\nAccumulated other comprehensive loss\n\n($377,309)\n\n($474,539)\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 171\n\nNotes to the Consolidated Financial Statements\n\n19. Earnings Per Common Share\n\nWe present basic and diluted earnings per common share. Basic earnings per common share is calculated by dividing the\n\nnet income by the weighted average number of common shares outstanding. Diluted earnings per common share reflect the\n\npotential dilution of earnings that would occur if all “in the money” securities to issue common shares were exercised.\n\nThe following schedule summarizes the information used to compute earnings per common share for the years ended\n\nDecember 31, 2025, 2024 and 2023:\n\n(in thousands, except per share data)\n\n2025\n\n2024\n\n2023\n\nNet income\n\n$424,880\n\n$83,591\n\n$341,303\n\nWeighted average number of common shares used to compute basic\n\nearnings per common share\n\n217,219\n\n222,619\n\n228,146\n\nDilutive effect of outstanding stock options and restricted stock units\n\n1,661\n\n2,098\n\n2,473\n\nWeighted average number of common shares used to compute\n\ndiluted earnings per common share\n\n218,880\n\n224,717\n\n230,619\n\nOutstanding stock options and awards having no dilutive effect, not included\n\nin above calculation\n\n50\n\n26\n\n1\n\nOutstanding warrants having no dilutive effect, not included in above\n\ncalculation\n\n—\n\n9,531\n\n17,562\n\nBasic earnings per common share\n\n$1.96\n\n$0.38\n\n$1.50\n\nDiluted earnings per common share\n\n$1.94\n\n$0.37\n\n$1.48\n\nFor purposes of considering the 2027 Notes, 2031 Notes and the 2032 Notes, as discussed further in Note 16 \"Debt,\" in\n\ndetermining diluted earnings per common share, only an excess of the conversion value over the principal amount would\n\nhave a dilutive impact using the treasury stock method. Since the 2027 Notes, 2031 Notes and the 2032 Notes were out\n\nof the money and anti-dilutive during the period from January 1, 2023 through December 31, 2025, they were excluded\n\nfrom the diluted earnings per common share calculations in 2023, 2024 and 2025.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 172\n\nNotes to the Consolidated Financial Statements\n\n20. Commitments and Contingencies\n\nLicensing and Purchase Commitments\n\nWe have licensing agreements with companies, universities and individuals, some of which require certain up-front\n\npayments. Royalty payments are required on net product sales ranging from 0.45 percent to 20 percent of covered\n\nproducts or based on quantities sold. Several of these agreements have minimum royalty requirements. The accompanying\n\nconsolidated balance sheets include accrued royalties relating to these agreements in the amount of $6.1 million and $5.1\n\nmillion at December 31, 2025 and 2024, respectively. Royalty expense relating to these agreements amounted to $15.4\n\nmillion for the year ended December 31, 2025 and $13.9 million for the years ended December 31, 2024 and 2023.\n\nRoyalty expense is primarily recorded in cost of sales, with a small portion recorded as research and development expense\n\ndepending on the use of the technology under license. Some of these agreements also have minimum raw material\n\npurchase requirements and requirements to perform specific types of research.\n\nAt December 31, 2025, we had commitments to purchase goods or services and to make future license and royalty\n\npayments. They are as follows:\n\nYears ending December 31,\n\n(in thousands)\n\nPurchase\n\ncommitments\n\nLicense & royalty\n\ncommitments\n\n2026\n\n$78,587\n\n$1,933\n\n2027\n\n42,675\n\n1,986\n\n2028\n\n22,500\n\n1,844\n\n2029\n\n3,465\n\n1,852\n\n2030\n\n1,506\n\n1,881\n\nThereafter\n\n—\n\n9,029\n\n$148,733\n\n$18,525\n\nContingent Consideration Commitments\n\nPursuant to the purchase agreements for certain acquisitions, we could be required to make additional contingent cash\n\npayments for a previous business combination based on the achievement of certain revenue and operating result\n\nmilestones. Milestone payments total $71.9 million may be triggered through the end of 2027. Based on the current\n\nestimate of potential milestone payments, $16.2 million is included in accrued and other current liabilities and $6.6 million\n\nis included in other long-term liabilities in the accompanying consolidated balance sheet as of December 31, 2025. Refer\n\nto Note 15 \"Financial Instruments and Fair Value Measurements\" for changes in the contingent consideration liabilities.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 173\n\nNotes to the Consolidated Financial Statements\n\nEmployment Agreements\n\nCertain of our employment contracts contain provisions which guarantee payments in the event of a change in control, as\n\ndefined in the agreements, or if the executive is terminated for reasons other than cause, as defined in the agreements. At\n\nDecember 31, 2025, the commitment under these agreements totaled $10.5 million.\n\nContingencies\n\nIn the ordinary course of business, we provide a warranty to customers that our products are free of defects and will\n\nconform to published specifications. Generally, the applicable product warranty period is one year from the date of\n\ndelivery of the product to the customer or of site acceptance, if required. Additionally, we typically provide limited\n\nwarranties with respect to our services. We provide for estimated warranty costs at the time of the product sale. The\n\nchanges in the carrying amount of warranty obligations for the years ended December 31, 2025 and 2024 are as\n\nfollows:\n\n(in thousands)\n\n2025\n\n2024\n\nBalance at beginning of year\n\n$2,810\n\n$3,944\n\nProvision charged to cost of sales\n\n3,383\n\n2,675\n\nUsage\n\n(3,099)\n\n(2,643)\n\nAdjustments to previously provided warranties, net\n\n(26)\n\n(1,016)\n\nCurrency translation\n\n159\n\n(150)\n\nBalance at end of year\n\n$3,227\n\n$2,810\n\nLitigation\n\nFrom time to time, we may be party to legal proceedings incidental to our business. As of December 31, 2025, certain\n\nclaims, suits or legal proceedings arising out of the normal course of business have been filed or were pending against\n\nQIAGEN N.V. or its subsidiaries. These matters have arisen in the ordinary course and conduct of business as well as\n\nthrough acquisition. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessing\n\nlitigation contingencies is highly subjective and requires judgments about future events. Although it is not possible to predict\n\nthe outcome of such litigation, we assess the degree of probability and evaluate the reasonably possible losses that we\n\ncould incur as a result of these matters. We accrue for any estimated loss when it is probable that a liability has been\n\nincurred and the amount of probable loss can be estimated. We are not party to any material legal proceeding as of the\n\ndate of this report.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 174\n\nNotes to the Consolidated Financial Statements\n\nPatent Litigation\n\nLabcorp (as successor to ArcherDX)\n\nIn 2018, ArcherDX (succeeded in the litigation by Laboratory Corporation of America Holdings and Labcorp Genetics, Inc.\n\n(Labcorp)) and Massachusetts General Hospital (MGH) sued QIAGEN for patent infringement. In August 2021, a federal\n\njury ruled that QIAGEN infringed two patents owned by ArcherDX and awarded damages of $4.7 million which were\n\naccrued in 2021 and remained accrued as of December 31, 2024 in other long-term liabilities in the accompanying\n\nconsolidated balance sheet. In the third quarter of 2025, the Court of Appeals for the Federal Circuit reversed the decision\n\nof infringement of the District Court of Delaware, vacated the $4.7 million damages award and granted judgment as a\n\nmatter of law of non-infringement in favor of QIAGEN. The plaintiffs did not file any motion opposing this decision before\n\nthe deadline and the matter is now closed. Accordingly, the $4.7 million accrual was reversed to restructuring, acquisition,\n\nintegration and other, net in the accompanying consolidated statement of income for the year ended December 31, 2025.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 175\n\nNotes to the Consolidated Financial Statements\n\n21. Segment Information\n\nWe manage our business activities on a consolidated basis and operate as a single operating segment, focusing on the\n\ndevelopment and distribution of sample and assay technologies in the molecular diagnostics and Life Sciences markets.\n\nWe have a common basis of organization and the single operating segment reflects the way in which our Chief Executive\n\nOfficer, who is the Chief Operating Decision Maker (CODM), evaluates the Company’s financial performance, makes\n\ndecisions with regards to business operations and allocates resources based on evaluations of QIAGEN as a whole. As\n\nQIAGEN N.V. operates as a single operating segment, the segment information disclosed aligns with the amounts\n\npresented in the consolidated financial statements.\n\nWe are a leader in molecular research and testing solutions, and our products and services are offered globally. Our\n\nproduct portfolio addresses a wide range of applications and is grouped into two main categories:\n\n•Consumables and related revenues involve our consumables kits, bioinformatics solutions, royalties, co-development\n\nmilestone payments and services; and\n\n•Instruments and related services, which include laboratory automation platforms, such as sample preparation systems,\n\nwhich streamline workflows in research and diagnostic labs.\n\nRefer to Note 4 \"Revenue\" for disaggregation of revenue based on product type and product category.\n\nWe generate revenue from a diverse customer base. For the years ended December 31, 2025, 2024 and 2023, no single\n\nexternal customer accounted for 10% or more of the Company’s total consolidated revenue.\n\nThe CODM assesses the performance of the Company using consolidated net income as the measure of segment profit or\n\nloss because it captures the financial impact of the Company’s operating and financing decisions as well as its tax\n\nobligations. This measure provides a holistic view of the Company’s profitability and is considered the most relevant metric\n\nfor decision-making for the Company as a whole.\n\nThe CODM utilizes consolidated net income to make strategic decisions about:\n\n•Investment Priorities: Determining the allocation of resources to growth initiatives, research and development or other key\n\noperational areas.\n\n•Investment in Research and Development: Determining the appropriate level of funding for research and development\n\ninitiatives to drive innovation and maintain the Company's competitive edge.\n\n•Market Expansion: Assessing the financial viability of entering new markets or expanding in existing ones to foster\n\ngrowth.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 176\n\nNotes to the Consolidated Financial Statements\n\n•Cost Management: Evaluating the efficiency of current operations, identifying opportunities for cost optimization and\n\nimproving operational efficiency across the organization.\n\n•Capital Deployment: Assessing the Company’s ability to reinvest profits into the business or return value to shareholders\n\nthrough capital repayments, dividends or share repurchases.\n\nThe CODM reviews certain significant expense categories when evaluating the Company’s operational performance. These\n\ninclude adjusted costs of sales and the resulting adjusted gross profit and margin as well as adjusted operating expenses\n\nand the associated adjusted operating income and margin.\n\nThe following table presents selected financial information with respect to the Company’s single operating segment for the\n\nyears ended December 31, 2025, 2024 and 2023:\n\n(in thousands)\n\n2025\n\n2024\n\n2023\n\nNet sales\n\n$2,089,999\n\n$1,978,214\n\n$1,965,311\n\nCost of sales:\n\nAdjusted cost of sales\n\n702,988\n\n653,403\n\n659,001\n\nOther cost of sales (1)\n\n87,516\n\n357,461\n\n72,622\n\nTotal cost of sales\n\n790,504\n\n1,010,864\n\n731,623\n\nGross profit\n\n1,299,495\n\n967,350\n\n1,233,688\n\nOperating expenses:\n\nAdjusted operating expenses\n\n771,185\n\n757,855\n\n777,677\n\nOther operating costs (1)\n\n62,459\n\n111,784\n\n46,073\n\nTotal operating expenses\n\n833,644\n\n869,639\n\n823,750\n\nIncome from operations\n\n465,851\n\n97,711\n\n409,938\n\nTotal other income, net\n\n24,414\n\n23,436\n\n19,871\n\nIncome before income tax expense\n\n490,265\n\n121,147\n\n429,809\n\nIncome tax expense\n\n65,385\n\n37,556\n\n88,506\n\nNet income\n\n$424,880\n\n$83,591\n\n$341,303\n\n(1)Other costs include amortization of intangible assets acquired in business combinations and costs related to acquisitions, restructuring and integrations.\n\nThe CODM does not review assets in evaluating results and therefore, such information is not presented for segment\n\nreporting. See the consolidated financial statements for other financial information regarding the Company’s operating\n\nsegment.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 177\n\nNotes to the Consolidated Financial Statements\n\nGeographical Information\n\nNet sales are attributed to countries based on the location of the customer. Intercompany sales are excluded from\n\nconsolidated net sales. No single customer represents more than ten percent of consolidated net sales. Our country of\n\ndomicile is the Netherlands, which reported net sales of $23.7 million, $20.9 million and $20.3 million for the years\n\nended 2025, 2024 and 2023, respectively, and these amounts are included in the line item Europe, Middle East and\n\nAfrica in the table below.\n\nNet sales by geographical location for the years ended December 31, 2025, 2024 and 2023 are as follows:\n\n(in thousands)\n\n2025\n\n2024\n\n2023\n\nAmericas:\n\nUnited States\n\n$998,448\n\n$942,009\n\n$935,281\n\nOther Americas\n\n88,065\n\n89,557\n\n84,774\n\nTotal Americas\n\n1,086,513\n\n1,031,566\n\n1,020,055\n\nEurope, Middle East and Africa\n\n712,759\n\n648,494\n\n624,573\n\nAsia Pacific, Japan and Rest of World\n\n290,727\n\n298,154\n\n320,683\n\nTotal net sales\n\n$2,089,999\n\n$1,978,214\n\n$1,965,311\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 178\n\nNotes to the Consolidated Financial Statements\n\nLong-lived assets include property, plant and equipment. The Netherlands, which is included in the balances for Europe in\n\nthe table below, reported long-lived assets of $1.0 million and $0.7 million as of December 31, 2025 and 2024,\n\nrespectively.\n\nLong-lived assets by geographical location as of December 31, 2025 and 2024 are as follows:\n\n(in thousands)\n\n2025\n\n2024\n\nAmericas:\n\nUnited States\n\n$153,956\n\n$143,894\n\nOther Americas\n\n2,608\n\n2,122\n\nTotal Americas\n\n156,564\n\n146,016\n\nEurope, Middle East and Africa:\n\nGermany\n\n670,947\n\n526,251\n\nOther Europe, Middle East and Africa\n\n80,940\n\n64,714\n\nTotal Europe, Middle East and Africa\n\n751,887\n\n590,965\n\nAsia Pacific, Japan and Rest of World\n\n15,497\n\n16,630\n\nTotal long-lived assets\n\n$923,948\n\n$753,611\n\nAccounting Policies\n\nThe accounting policies used to prepare segment information are consistent with those used in the preparation of the\n\nCompany’s consolidated financial statements in accordance with U.S. GAAP.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 179\n\nNotes to the Consolidated Financial Statements\n\n22. Share-Based Compensation\n\nThe QIAGEN N.V. 2023 Stock Plan (the 2023 Plan) was approved at the June 2023 Annual General Meeting. We\n\nadopted the QIAGEN N.V. 2014 Stock Plan (the 2014 Plan) in 2014. The 2014 Plan expired in May 2024. At\n\nDecember 31, 2025, we had approximately 11.4 million common shares reserved and available for issuance under the\n\n2014 and 2023 Plans.\n\nThe plans allow for the granting of stock rights and incentive stock options, as well as non-qualified options, stock grants\n\nand stock-based awards, generally with terms of up to three years, with previous grants through 2020 having terms of five\n\nyears subject to earlier termination in certain situations. The vesting and exercisability of certain stock rights will be\n\naccelerated in the event of a Change of Control, as defined in the plans. We issue Treasury Shares upon the vesting of\n\nstock-based awards.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 180\n\nNotes to the Consolidated Financial Statements\n\nStock Units\n\nStock units represent rights to receive Common Shares at a future date and include restricted stock units which are subject\n\nto time-vesting only and performance stock units which include performance conditions in addition to time-vesting. The final\n\nnumber of performance stock units earned is based on the performance achievement which for some grants can reach up\n\nto 200% of the granted shares. There is no exercise price and the fair market value at the time of the grant is recognized\n\nover the requisite vesting period. The fair market value is determined based on the number of stock units granted and the\n\nmarket value of our shares on the grant date. Pre-vesting forfeitures were estimated to be approximately 6.0%. At\n\nDecember 31, 2025, there was $65.2 million remaining in unrecognized compensation cost net of estimated forfeitures\n\nrelated to these awards, which is expected to be recognized over a weighted average period of 1.38 years. The weighted\n\naverage grant date fair value of stock units granted during the years ended December 31, 2025, 2024 and 2023 was\n\n$41.69, $42.88 and $44.37, respectively. The total fair value of stock units that vested during the years ended\n\nDecember 31, 2025, 2024 and 2023 was $60.7 million, $74.1 million and $39.4 million, respectively.\n\nA summary of stock units as of December 31, 2025 and changes during the year are presented below.\n\nStock units\n\nNumber of\n\nstock units\n\n(in thousands)\n\nWeighted\n\naverage\n\ncontractual term\n\n(in years)\n\nAggregate\n\nintrinsic value\n\n(in thousands)\n\nOutstanding at January 1, 2025\n\n3,606\n\nGranted\n\n1,156\n\nVested\n\n(1,466)\n\nForfeited\n\n(210)\n\nOutstanding at December 31, 2025\n\n3,086\n\n1.38\n\n$138,776\n\nVested and expected to vest at December 31, 2025\n\n2,819\n\n1.33\n\n$126,778\n\nWe net share settle for the tax withholding upon the vesting of awards. Shares are issued on the vesting dates net of the\n\napplicable statutory tax withholding to be paid by us on behalf of our employees. As a result, fewer shares are issued than\n\nthe number of stock units outstanding. We record a liability for the tax withholding to be paid by us as a reduction to\n\ntreasury shares.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 181\n\nNotes to the Consolidated Financial Statements\n\nCompensation Expense\n\nShare-based compensation expense before income taxes for the years ended December 31, 2025, 2024 and 2023\n\ntotaled approximately $50.4 million, $43.6 million and $47.1 million, respectively, as shown in the table below.\n\n(in thousands)\n\n2025\n\n2024\n\n2023\n\nCost of sales\n\n$6,044\n\n$4,317\n\n$3,296\n\nResearch and development\n\n8,246\n\n6,691\n\n7,484\n\nSales and marketing\n\n13,119\n\n12,122\n\n14,495\n\nGeneral and administrative\n\n22,991\n\n20,497\n\n21,825\n\nShare-based compensation expense\n\n50,400\n\n43,627\n\n47,100\n\nLess: Income tax benefit(1)\n\n10,910\n\n10,394\n\n11,035\n\nShare-based compensation expense, after tax\n\n$39,490\n\n$33,233\n\n$36,065\n\n(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\n\nyear ended December 31, 2023. There were zero excess tax benefits realized for the years ended December 31, 2025 and 2024.\n\nThe variability in share-based compensation expense primarily reflects the impact from performance achievement levels\n\nand forfeitures.\n\n23. Employee Benefits\n\nWe maintain various benefit plans, including defined contribution and defined benefit plans. Our U.S. defined contribution\n\nplan is qualified under Section 401(k) of the Internal Revenue Code and covers substantially all U.S. employees.\n\nParticipants may contribute a portion of their compensation not exceeding a limit set annually by the Internal Revenue\n\nService. This plan includes a provision for us to match a portion of employee contributions. Total expenses under the\n\n401(k) plans were $3.7 million, $4.1 million and $4.5 million for each of the years ended December 31, 2025, 2024\n\nand 2023, respectively. We also have a defined contribution plan which covers certain executives. We make matching\n\ncontributions up to an established maximum. Matching contributions made to the plan, and expensed, totaled\n\napproximately $0.1 million for each of the years ended December 31, 2025, 2024 and 2023.\n\nWe have eight defined benefit, non-contributory retirement or termination plans that cover certain employees in Germany,\n\nFrance, Italy, Japan, Poland, Philippines and the United Arab Emirates. These defined benefit plans provide benefits to\n\ncovered individuals satisfying certain age and/or service requirements. For certain plans, we calculate the vested benefits\n\nto which employees are entitled if they separate immediately. The benefits accrued on a pro-rata basis during the\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 182\n\nNotes to the Consolidated Financial Statements\n\nemployees’ employment period are based on the individuals’ salaries, adjusted for inflation. All defined benefit plans are\n\nunfunded. The liability under the defined benefit plans totaled $9.2 million and $8.4 million as of December 31, 2025\n\nand 2024, respectively, and is included as a component of other long-term liabilities on the accompanying consolidated\n\nbalance sheets.\n\n24. Related Party Transactions\n\nFrom time to time, we have transactions with other companies in which we hold an interest as summarized in the table\n\nbelow.\n\nNet sales to related parties for the years ended December 31, 2025, 2024 and 2023 are as follows:\n\n(in thousands)\n\n2025\n\n2024\n\n2023\n\nNet sales\n\n$2,061\n\n$3,073\n\n$9,039\n\nAs of December 31, 2025 and 2024, balances with related parties are as follows:\n\n(in thousands)\n\n2025\n\n2024\n\nAccounts receivable\n\n$1,978\n\n$1,848\n\nAccounts payable\n\n$608\n\n$872\n\nAccrued and other current liabilities\n\n$2,376\n\n$1,367\n\n25. Subsequent Event\n\nIn January 2026, we completed a synthetic share repurchase that combined a direct capital repayment with a reverse\n\nstock split as discussed in Note 18 \"Equity.\"\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 183\n\nAppendices\n\n[184](#i3aa25a95177c463e85a564d4fb90a601_331)\n\n[Articles of Association](#i3aa25a95177c463e85a564d4fb90a601_331)\n\n[196](#i3aa25a95177c463e85a564d4fb90a601_334)\n\n[Principal Accountant Fees and Services](#i3aa25a95177c463e85a564d4fb90a601_334)\n\n[197](#i3aa25a95177c463e85a564d4fb90a601_340)\n\n[Taxation](#i3aa25a95177c463e85a564d4fb90a601_340)\n\n[203](#i3aa25a95177c463e85a564d4fb90a601_343)\n\n[Government Regulations](#i3aa25a95177c463e85a564d4fb90a601_343)\n\n[216](#i3aa25a95177c463e85a564d4fb90a601_346)\n\n[Exchange Controls](#i3aa25a95177c463e85a564d4fb90a601_346)\n\n[217](#i3aa25a95177c463e85a564d4fb90a601_349)\n\n[Documents on Display](#i3aa25a95177c463e85a564d4fb90a601_349)\n\n[218](#i3aa25a95177c463e85a564d4fb90a601_352)\n\n[Controls and Procedures](#i3aa25a95177c463e85a564d4fb90a601_352)\n\n[220](#i3aa25a95177c463e85a564d4fb90a601_358)\n\n[Disclosure under Section 219 of ITRA](#i3aa25a95177c463e85a564d4fb90a601_358)\n\n[221](#i3aa25a95177c463e85a564d4fb90a601_361)\n\n[Reference Table Form 20-F](#i3aa25a95177c463e85a564d4fb90a601_361)\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 184\n\nArticles of Association\n\nWe are a public company with limited liability (naamloze vennootschap)\n\nincorporated under Dutch law and registered with the Dutch Trade Register\n\nunder file number 12036979. Set forth below is a summary of certain\n\nprovisions of our Articles of Association, as lastly amended on January 7,\n\n2026, and Dutch law, where appropriate. The below also contains information\n\non provisions of the Dutch Corporate Governance Code 2025 (the Dutch\n\nCode), which contains principles of good corporate governance and best\n\npractice provisions that regulate relations between the Managing Board, the\n\nSupervisory Board and the Shareholders. The principles and provisions are\n\naimed at defining responsibilities for sustainable long-term value creation, risk\n\ncontrol, effective management and supervision, remuneration and the\n\nrelationships with Shareholders, including the General Meeting, and other\n\nstakeholders. A listed company should either comply or, if not, explain in its\n\nmanagement report why, and to what extent, it does not comply with the\n\nprinciples of the Dutch Code. The Dutch Code has been taken into account in\n\nthe summary below.\n\nThis summary does not purport to be complete and is qualified in its entirety by\n\nreference to the Articles of Association, Dutch Law and the Dutch Code.\n\nCorporate Purpose\n\nOur objectives include, without limitation, the performance of activities in the\n\nbiotechnology industry as well as incorporating, acquiring, participating in,\n\nfinancing, managing and having any other interest in companies or enterprises\n\nof any nature, raising and lending funds and such other acts as may be\n\nconducive to our business.\n\nManaging Directors\n\nQIAGEN shall be managed by a Managing Board consisting of one or more\n\nManaging Directors under the supervision of the Supervisory Board. The\n\nManaging Board is responsible for our continuity and our affiliated enterprise.\n\nThe Managing Board focuses on our sustainable long-term value creation and\n\nour affiliated enterprise, taking into account the impact the actions of the\n\nCompany and its affiliated enterprise have on people, the environment and our\n\nstakeholders' interests that are relevant in this context, which include, but are\n\nnot limited to, our shareholders. Managing Directors shall be appointed by the\n\nGeneral Meeting upon a binding nomination by the joint meeting of the\n\nSupervisory Board and the Managing Board (Joint Meeting). However, the\n\nGeneral Meeting may at all times overrule the binding nature of such a\n\nnomination by a resolution adopted by at least a two-thirds majority of the votes\n\ncast, if such majority represents more than half the issued share capital. This is\n\ndifferent from the provisions of many American corporate statutes, including the\n\nDelaware General Corporation Law, which give the directors of a corporation\n\ngreater authority in choosing the executive officers of a corporation. Under our\n\nArticles of Association, the General Meeting may suspend or dismiss a\n\nManaging Director at any time by a resolution adopted by at least a two-thirds\n\nmajority of the votes cast, if such majority represents more than half of the\n\nissued share capital, or by a simple majority of votes cast without any quorum\n\nrequirements required to be satisfied, if the suspension or dismissal is proposed\n\nby the Joint Meeting. The Supervisory Board shall also at all times be entitled to\n\nsuspend (but not to dismiss) a Managing Director. The Articles of Association\n\nprovide that the Supervisory Board may adopt management board rules\n\ngoverning the internal organization of the Managing Board.\n\nFurthermore, the Supervisory Board shall determine the salary, the bonus, if\n\nany, and the other compensation terms and conditions of service of the\n\nManaging Directors within the scope of the remuneration policy. The current\n\nremuneration policy of the Managing Board was adopted in our Annual\n\nGeneral Meeting on June 26, 2025.\n\nResolutions of the Managing Board shall be validly adopted, if adopted by\n\nsimple majority of votes, at least one of whom voting in favor of the proposal\n\nmust be the Chairman. Each Managing Director has the right to cast one vote.\n\nUnder Dutch law, in the event that there is a conflict of interest between a\n\nManaging Director and us and our business on a certain matter, that Managing\n\nDirector shall not participate in the discussions and voting on that matter. If all\n\nManaging Directors have a conflict of interest, such resolution shall be adopted\n\nby the Supervisory Board. If all Supervisory Directors have a conflict of interest\n\nas well, the General Meeting will be authorized to resolve on the matter.\n\nAccording to the Dutch Code, any conflict of interest between the Company\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 185\n\nArticles of Association\n\nand Managing Directors should be prevented. To avoid conflicts of interest,\n\nadequate measures should be taken. Under the Dutch Code, the Supervisory\n\nBoard is responsible for the decision-making on dealing with conflicts of interest\n\nregarding Managing Directors, Supervisory Directors and majority shareholders\n\nin relation to us. A Managing Director should report any potential conflict of\n\ninterest in a transaction that is of material significance to the Company and/or\n\nto such Managing Director to the Chairman of the Supervisory Board and to the\n\nother members of the Managing Board without delay. The Supervisory Board\n\nshould decide, outside the presence of the Managing Director concerned,\n\nwhether there is a conflict of interest. All transactions in which there are\n\nconflicts of interest with Managing Directors shall be agreed on terms that are\n\ncustomary in the sector concerned. Decisions to enter into transactions under\n\nwhich a Managing Director would have a conflict of interest that are of material\n\nsignificance to QIAGEN and/or to the Managing Director concerned, require\n\nthe approval of the Supervisory Board.\n\nSupervisory Directors\n\nThe Supervisory Board shall be responsible for supervising the policy pursued\n\nby the Managing Board and our general course of affairs. Under our Articles of\n\nAssociation, the Supervisory Directors are required to serve the interests of our\n\nCompany and our business and the interest of all stakeholders (which includes,\n\nbut is not limited to, our shareholders) in fulfilling their duties. The Supervisory\n\nBoard shall consist of such number of members as the Joint Meeting may, from\n\ntime to time, determine, with a minimum of three members. The Supervisory\n\nDirectors shall be appointed by the General Meeting upon the Joint Meeting\n\nhaving made a binding nomination for each vacancy. However, the General\n\nMeeting may at all times overrule the binding nature of such a nomination by a\n\nresolution adopted by at least a two-thirds majority of the votes cast, if such\n\nmajority represents more than half the issued share capital. If, during a\n\nfinancial year, a vacancy occurs in the Supervisory Board, the Supervisory\n\nBoard may appoint a Supervisory Director who will cease to hold office at the\n\nnext Annual General Meeting, provided that the number of Supervisory\n\nDirectors that may be appointed in this manner is limited to one-third of the\n\nnumber of Supervisory Directors determined by the Joint Meeting. This is\n\ndifferent from the provisions of many American corporate statutes, including the\n\nDelaware General Corporation Law, which provides that directors may vote to\n\nfill vacancies on the board of directors of a corporation. Under our Articles of\n\nAssociation, the General Meeting may suspend or dismiss a Supervisory\n\nDirector at any time by a resolution adopted by at least a two-thirds majority of\n\nthe votes cast, if such majority represents more than half of the issued share\n\ncapital, or by a simple majority of votes cast without any quorum requirements\n\nrequired to be satisfied, if the suspension or dismissal is proposed by the Joint\n\nMeeting.\n\nUnder Dutch law, in the event that there is a conflict of interest between a\n\nSupervisory Director and us and our business on a certain matter, that\n\nSupervisory Director shall not participate in the discussions and voting on that\n\nmatter. Under the Dutch Code, a Supervisory Director should report any conflict\n\nof interest or potential conflict of interest in a transaction that is of material\n\nsignificance to the Company and/or to such Supervisory Director to the\n\nChairman of the Supervisory Board without delay. The Supervisory Board\n\nshould decide, outside the presence of the Supervisory Director concerned,\n\nwhether there is a conflict of interest. If all Supervisory Directors have a conflict\n\nof interest, the relevant resolution shall be adopted by the General Meeting. All\n\ntransactions in which there are conflicts of interest with Supervisory Directors\n\nshall be agreed on terms that are customary in the sector concerned. Decisions\n\nto enter into transactions under which a Supervisory Director would have a\n\nconflict of interest that are of material significance to QIAGEN and/or to the\n\nSupervisory Director concerned, require the approval of the Supervisory Board.\n\nIn accordance with Dutch law and the Dutch Code, the General Meeting\n\ndetermines the compensation of the Supervisory Directors upon the proposal of\n\nthe Compensation & Human Resources Committee with due observance of the\n\nremuneration policy for Supervisory Directors as adopted at the 2024 Annual\n\nGeneral Meeting. Under the Dutch Code, any shares held by a Supervisory\n\nDirector in the Company on whose board he or she sits should be long-term\n\ninvestments.\n\nLiability of Managing Directors and Supervisory Directors\n\nUnder Dutch law, as a general rule, Managing Directors and Supervisory\n\nDirectors are not liable for obligations we incur. Under certain circumstances,\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 186\n\nArticles of Association\n\nhowever, they may become liable, either toward QIAGEN (internal liability) or\n\nto others (external liability), although some exceptions are described below.\n\nLiability toward QIAGEN\n\nFailure of a Managing Director or Supervisory Director to perform his or her\n\nduties does not automatically lead to liability. Liability is only incurred in the\n\ncase of a clear, indisputable shortcoming about which no reasonably judging\n\nbusiness-person would have any doubt. In addition, the Managing Director or\n\nSupervisory Director must be deemed to have been grossly negligent.\n\nManaging Directors are jointly and severally liable for failure of the Managing\n\nBoard as a whole, but an individual Managing Director will not be held liable\n\nif he or she is determined not to have been responsible for the mismanagement\n\nand has not been negligent in preventing the consequences. Supervisory\n\nDirectors are jointly and severally liable for failure of the Supervisory Board as\n\na whole, but an individual Supervisory Director will not be held liable if he or\n\nshe is determined not to have been responsible for the mismanagement and has\n\nnot been negligent in preventing the consequences.\n\nLiability for Misrepresentation in Annual Accounts\n\nManaging Directors and Supervisory Directors are also jointly and severally\n\nliable to any third party for damages suffered as a result of misrepresentation in\n\nthe annual accounts, management commentary or interim statements of\n\nQIAGEN, although a Managing Director or Supervisory Director will not be\n\nheld liable if found not to be personally responsible for the misrepresentation.\n\nMoreover, a Managing Director or Supervisory Director may be found to be\n\ncriminally liable if he or she deliberately publishes false annual accounts or\n\ndeliberately allows the publication of such false annual accounts.\n\nTort Liability\n\nUnder Dutch law, there can be liability if one has committed a tort\n\n(onrechtmatige daad) against another person. Although there is no clear\n\ndefinition of “tort” under Dutch law, breach of a duty of care toward a third\n\nparty is generally considered to be tort. Therefore, a Dutch corporation may be\n\nheld liable by any third party under the general rule of Dutch laws regarding\n\ntort claims. In exceptional cases, Managing Directors and Supervisory Directors\n\nhave been found liable on the basis of tort under Dutch common law, but it is\n\ngenerally difficult to hold a Managing Director or Supervisory Director\n\npersonally liable for a tort claim. Shareholders cannot base a tort claim on any\n\nlosses which derive from and coincide with losses we suffered. In such cases,\n\nonly we can sue the Managing Directors or Supervisory Directors.\n\nCriminal Liability\n\nUnder Dutch law, if a legal entity has committed a criminal offense, criminal\n\nproceedings may be instituted against the legal entity itself as well as against\n\nthose who gave order to or were in charge of the forbidden act. As a general\n\nrule, it is held that a Managing Director is only criminally liable if he or she\n\nplayed a reasonably active role in the criminal act.\n\nIndemnification\n\nArticle 27 of our Articles of Association provides that we shall indemnify every\n\nperson who is or was a Managing Director or Supervisory Director against all\n\nexpenses (including attorneys’ fees), judgments, fines and amounts paid in\n\nsettlement with respect to any threatened pending or completed action, suit or\n\nproceeding as well as against expenses (including attorneys’ fees) actually and\n\nreasonably incurred in connection with the defense or settlement of an action or\n\nproceeding, if such person acted in good faith and in a manner he or she\n\nreasonably could believe to be in or not opposed to our best interests. An\n\nexception is made in respect to any claim, issue or matter as to which such\n\nperson shall have been adjudged to be liable for gross negligence or willful\n\nmisconduct in the performance of his or her duty to us.\n\nClasses of Shares\n\nThe authorized classes of our shares consist of Common Shares, Financing\n\nPreference Shares and Preference Shares. No Financing Preference Shares or\n\nPreference Shares have been issued.\n\nCommon Shares\n\nCommon Shares are issued in registered form only. No share certificates are\n\nissued for Common Shares and Common Shares are registered in our\n\nshareholders' register with Equiniti Trust Company, LLC, our transfer agent and\n\nregistrar in New York.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 187\n\nArticles of Association\n\nThe transfer of registered shares requires a written instrument of transfer and the\n\nwritten acknowledgment of such transfer by us or the New York Transfer Agent\n\n(in our name).\n\nFinancing Preference Shares\n\nNo Financing Preference Shares are currently issued or outstanding. If issued,\n\nFinancing Preference Shares will be issued in registered form only. No share\n\ncertificates are issued for Financing Preference Shares. Financing Preference\n\nShares must be fully paid up upon issue. The preferred dividend rights attached\n\nto Financing Preference Shares are described under “Dividends” below. We\n\nhave no present plans to issue any Financing Preference Shares.\n\nPreference Shares\n\nNo Preference Shares are currently issued or outstanding. If issued, Preference\n\nShares will be issued in registered form only. No share certificates shall be\n\nissued for Preference Shares. Only 25% of the nominal value thereof is required\n\nto be paid upon subscription for Preference Shares. The obligatory payable\n\npart of the nominal amount (or the call) must be equal for each Preference\n\nShare. The Managing Board may, subject to the approval of the Supervisory\n\nBoard, resolve on which day and up to which amount a further call must be\n\npaid on Preference Shares which have not yet been paid up in full. The\n\npreferred dividend rights attached to Preference Shares are described under\n\n“Dividends” below.\n\nPursuant to our Articles of Association, QIAGEN’s Supervisory Board is entitled,\n\nif and in so far as the Supervisory Board has been designated by our General\n\nMeeting, to resolve to issue Preference Shares in the event that (i) any person\n\nwho alone or with one or more other persons, directly or indirectly, have\n\nacquired or given notice of an intent to acquire (beneficial) ownership of an\n\nequity stake which in aggregate equals 20% or more of our share capital then\n\noutstanding, or (ii) the Supervisory Board has determined a person to be an\n\n“adverse person.” For this purpose, an “adverse person” is generally\n\nany (legal) person, alone or together with affiliates or associates, with an equity\n\nstake in our Company which the Supervisory Board considers to be substantial,\n\nwhich must be at least 10% of the issued share capital, and where the\n\nSupervisory Board is of the opinion that this (legal) person has engaged in an\n\nacquisition that is intended to cause or pressure QIAGEN to enter into\n\ntransactions intended to provide such person with short-term financial gain\n\nunder circumstances that would not be in the interest of QIAGEN and our\n\nshareholders or whose ownership is reasonably likely to cause a material\n\nadverse impact on our business prospects. Currently, the Supervisory Board has\n\nnot been designated to issue Preference Shares.\n\nOn August 2, 2004, we entered into an agreement (Option Agreement) with\n\nStichting Preferente Aandelen QIAGEN (SPAQ) which was most recently\n\namended on June 4, 2012. Pursuant to the Option Agreement, SPAQ was\n\ngranted an option to acquire such number of Preference Shares as are equal to\n\nthe total number of all outstanding Common Shares minus one in our share\n\ncapital at the time of the relevant exercise of the right. SPAQ may exercise its\n\nright to acquire the Preference Shares in all situations that it believes that our\n\ninterest or our stakeholders' interests are at risk (which situations include but are\n\nnot limited to (i) receipt of a notification from the Managing Board that a\n\ntakeover is imminent, and (ii) receipt of a notification from the Managing Board\n\nthat one or more activist shareholders take a position that is not in the interest of\n\nQIAGEN, our shareholders or our other stakeholders), provided that the\n\nconditions mentioned in the previous paragraph have been met. Due to the\n\nimplementation of the EC Directive on Takeover Bids in Dutch legislation, the\n\nexercise of the option to acquire Preference Shares by SPAQ and the\n\nsubsequent issuance of Preference Shares to SPAQ needs to be done with due\n\nobservance and in consideration of the restrictions imposed by the Public Offer\n\nRules.\n\nSPAQ was incorporated on August 2, 2004. Its principal office is located at\n\nHulsterweg 82, 5912 PL Venlo, The Netherlands. Its statutory objectives are to\n\nprotect our interests and our enterprise and the enterprises of companies which\n\nare linked to us. SPAQ shall attempt to accomplish its objectives by way of\n\nacquiring Preference Shares in the share capital of QIAGEN and to exercise\n\nthe voting rights in our interests and the interests of our stakeholders.\n\nThe board of SPAQ shall consist of at least two directors. Upon incorporation of\n\nSPAQ, two members were appointed to the board of SPAQ who resigned in\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 188\n\nArticles of Association\n\n2019. In December 2019, two new members were appointed. After serving on\n\nthe board of SPAQ for four years, at the end of 2025, each of these board\n\nmembers were reappointed for an additional two year term. The board of\n\nSPAQ may appoint additional members to the board. Board resolutions will be\n\nadopted by unanimity of the votes cast. SPAQ will be represented either by its\n\nboard or by the chairman of its board.\n\nIssuance of shares\n\nUnder our Articles of Association, the Supervisory Board has the power to issue\n\nShares, determine the issue price and establish further conditions of any such\n\nissuance, provided that it has been authorized by the General Meeting to do\n\nso. The authorization referred to in the preceding sentence can only be granted\n\nfor a specific period of time not exceeding five years and may be extended in\n\nthe same manner. If there is no designation of the Supervisory Board to issue\n\nshares in force, the General Meeting shall have authority to issue shares, but\n\nonly upon the proposal of, and in accordance with the issue price and further\n\nconditions as determined by, the Supervisory Board. For these purposes,\n\nissuances of shares include the granting of rights to subscribe for shares, such\n\nas options and warrants, but not the issue of shares upon exercise of such\n\nrights.\n\nOn June 21, 2024, the General Meeting resolved to authorize the Supervisory\n\nBoard until December 21, 2025, to issue Common Shares and Financing\n\nPreference Shares or grant rights to subscribe for such shares, the aggregate\n\npar value of which shall be equal to the aggregate par value of 50% of the\n\nshares issued and outstanding in the capital of the Company as of December\n\n31, 2023, as included in the Annual Accounts for Calendar Year 2023.\n\nPre-emptive Rights\n\nUnder our Articles of Association, existing holders of Common Shares will have\n\npre-emptive rights in respect of future issuances of Common Shares in\n\nproportion to the number of Common Shares held by them, unless limited or\n\nexcluded as described below. Holders of Common Shares shall not have pre-\n\nemptive rights in respect of future issuances of Financing Preference Shares or\n\nPreference Shares. Holders of Financing Preference Shares and Preference\n\nShares shall not have pre-emptive rights in respect of any future issuances of\n\nshare capital. Pre-emptive rights do not apply with respect to shares issued\n\nagainst contributions other than in cash or shares issued to employees of the\n\nCompany or one of our group companies. Under our Articles of Association,\n\nthe Supervisory Board has the power to limit or exclude any pre-emptive rights\n\nto which shareholders may be entitled, provided that it has been authorized by\n\nthe General Meeting to do so. The authority of the Supervisory Board to limit or\n\nexclude pre-emptive rights can only be exercised if, at that time, the Supervisory\n\nBoard's authority to issue shares is in full force and effect. The authority to limit\n\nor exclude pre-emptive rights may be extended in the same manner as the\n\nauthority to issue shares. If there is no designation of the Supervisory Board to\n\nlimit or exclude pre-emptive rights in force, the General Meeting shall have\n\nauthority to limit or exclude such pre-emptive rights, but only upon the proposal\n\nof the Supervisory Board.\n\nResolutions of the General Meeting (i) to limit or exclude pre-emptive rights or\n\n(ii) to designate the Supervisory Board as the corporate body that has the\n\nauthority to limit or exclude pre-emptive rights, require a majority of at least\n\ntwo-thirds of the votes cast in a meeting of shareholders if less than 50% of the\n\nissued share capital is present or represented. For these purposes, issuances of\n\nshares include the granting of rights to subscribe for shares, such as options\n\nand warrants, but not the issue of shares upon exercise of such rights.\n\nOn June 26, 2025, the General Meeting resolved to grant the authority to\n\nrestrict or exclude pre-emptive rights until December 26, 2026. However, the\n\nGeneral Meeting has limited this authority in a way that the Supervisory Board\n\ncan only exclude or limit the pre-emptive rights in relation to no more than 10%\n\nof the aggregate par value of all shares issued and outstanding in the capital of\n\nthe Company as of December 31, 2024.\n\nAcquisition of Our Own Shares\n\nWe may acquire our own shares, subject to certain provisions of Dutch law and\n\nour Articles of Association, if (i) shareholders’ equity less the payment required\n\nto make the acquisition does not fall below the sum of paid-up and called-up\n\ncapital and any reserves required by Dutch law or the Articles of Association,\n\nand (ii) we and our subsidiaries would not thereafter hold shares with an\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 189\n\nArticles of Association\n\naggregate nominal value exceeding half of our issued share capital. Shares\n\nthat we hold in our own capital or shares held by one of our subsidiaries may\n\nnot be voted. The Managing Board, subject to the approval of the Supervisory\n\nBoard, may effect the acquisition of shares in our own capital. Our acquisitions\n\nof shares in our own capital may only take place if the General Meeting has\n\ngranted the authority to effect such acquisitions to the Managing Board. Such\n\nauthority may apply for a maximum period of eighteen months and must specify\n\nthe number of shares that may be acquired, the manner in which shares may\n\nbe acquired and the price limits within which shares may be acquired. Dutch\n\ncorporate law allows for the authorization of the Managing Board to purchase\n\na number of shares equal to up to 50% of the Company’s issued share capital\n\non the date of the acquisition. On June 26, 2025, the General Meeting\n\nresolved to extend the authorization of the Managing Board in such manner\n\nthat the Managing Board may, for the 18-month period beginning June 26,\n\n2025, until December 26, 2026, cause us to acquire shares in our own share\n\ncapital, up to 10% of the Company's issued share capital on the date of the\n\nacquisition and provided that the Company or any subsidiary shall not hold\n\nmore than 10% of the Company's issued share capital at any time, without\n\nlimitation at a price between one euro cent (euro 0.01) and one hundred ten\n\npercent (110%) of the higher of the average closing price of our shares on the\n\nNew York Stock Exchange or, as applicable, the Frankfurt Stock Exchange, for\n\nthe five trading days prior to the day of purchase, or, with respect to Preference\n\nand Financing Preference shares, against a price between one euro cent (euro\n\n0.01) and three times the issuance price and in accordance with applicable\n\nprovisions of Dutch law and our Articles of Association.\n\nSynthetic share repurchase\n\nDuring the Annual General Meeting held on June 26, 2025, the General\n\nMeeting approved a proposal to allow the Managing Board, subject to the\n\napproval of the Supervisory Board, to, during a period of 18 months from the\n\ndate of the Annual General Meeting, i.e., until December 26, 2026, adjust the\n\nCompany's capital structure and to repay capital to our shareholders via a\n\nsynthetic share repurchase within predetermined boundaries. The key\n\nconsequences of such a synthetic share repurchase included: (i) an amount to\n\nbe determined by the Managing Board, subject to the approval of the\n\nSupervisory Board, of up to a maximum $500 million would be paid to our\n\nshareholders as a capital repayment, and (ii) the number of outstanding\n\nCommon Shares would at least be decreased by a number of Common Shares\n\napproximately equal to the number of Common Shares that the Company,\n\ntheoretically, could have repurchased for the aggregate amount repaid to our\n\nshareholders.\n\nFor more information on the synthetic share repurchase, refer to the explanatory\n\nnotes to agenda Item 15 in the proxy statement relating to the Annual General\n\nMeeting of June 26, 2025 as well as our press release of December 18, 2025.\n\nCapital Reduction\n\nSubject to the provisions of Dutch law and our Articles of Association, the\n\nGeneral Meeting may, upon the proposal of the Supervisory Board, resolve to\n\nreduce the issued share capital by (i) canceling shares, or (ii) reducing the\n\nnominal value of shares through an amendment of our Articles of Association.\n\nCancellation with repayment of shares or partial repayment on shares or\n\nrelease from the obligation to pay up may also be made or given exclusively\n\nwith respect to Common Shares, Financing Preference Shares or Preference\n\nShares.\n\nFinancial Year, Annual Accounts and Independent Registered\n\nPublic Accounting Firm\n\nOur financial year coincides with the calendar year. Dutch law requires that\n\nwithin four months after the end of the financial year, the Managing Board must\n\nmake available a report with respect to such financial year, including our\n\nfinancial statements for such year prepared under International Financial\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 190\n\nArticles of Association\n\nReporting Standards and accompanied by an Independent Auditor's Report.\n\nThe annual report is submitted to the Annual General Meeting for adoption.\n\nThe General Meeting appoints the external auditor of our statutory financial\n\nstatements prepared in accordance with International Financial Reporting\n\nStandards and to issue a report thereon. On June 21, 2024, our shareholders\n\nappointed Ernst & Young Accountants LLP to serve as our external auditor for\n\nour statutory consolidated financial statements prepared in accordance with\n\nInternational Financial Reporting Standards for the year ending December 31,\n\n2025.\n\nDividends and Other Distributions\n\nSubject to certain exceptions, dividends may only be paid out of profits as\n\nshown in our annual financial statements as adopted by the General Meeting.\n\nDistributions may not be made if the distribution would reduce shareholders’\n\nequity below the sum of the paid-up and called-up capital and any reserves\n\nrequired by Dutch law or our Articles of Association.\n\nOut of profits, dividends must first be paid on any outstanding Preference\n\nShares (the Preference Share Dividend) in a percentage (the Preference Share\n\nDividend Percentage) of the obligatory call amount paid up on such shares at\n\nthe beginning of the financial year in respect of which the distribution is made.\n\nThe Preference Share Dividend Percentage is equal to the average main\n\nrefinancing rates during the financial year for which the distribution is made.\n\nAverage main refinancing rate shall be understood to mean the average value\n\non each individual day during the financial year for which the distribution is\n\nmade of the main refinancing rates prevailing on such day. The main\n\nrefinancing rate shall be understood to mean the rate of the Main Refinancing\n\nOperation as determined and published from time to time by the European\n\nCentral Bank. If and to the extent that profits are not sufficient to pay the\n\nPreference Share Dividend in full, the deficit shall be paid out of the reserves,\n\nwith the exception of any reserve which was formed as share premium reserve\n\nupon the issue of Financing Preference Shares. If, in any financial year, the\n\nprofit is not sufficient to make the distributions referred to above and if no\n\ndistribution or only a partial distribution is made from the reserves referred to\n\nabove, such that the deficit is not fully made good, no further distributions will\n\nbe made as described below until the deficit has been made good.\n\nOut of profits remaining after payment of any dividends on Preference Shares,\n\nthe Supervisory Board shall determine such amounts as shall be kept in reserve.\n\nOut of any remaining profits not allocated to reserves, a dividend (the\n\nFinancing Preference Share Dividend) shall be paid on the Financing Preference\n\nShares equal to a percentage (the Financing Preference Share Dividend\n\nPercentage) over the nominal value of the Financing Preference Shares,\n\nincreased by the amount of share premium that was paid upon the first issue of\n\nFinancing Preference Shares. The Financing Preference Shares Dividend\n\nPercentage is a function of the average effective yield on the prime interest rate\n\non corporate loans in the United States as quoted in the Wall Street Journal,\n\nfollowing the calculation set forth in article 40.4 of our Articles of Association. If\n\nand to the extent that the profits are not sufficient to pay the Financing\n\nPreference Share Dividend in full, the deficit may be paid out of the reserves if\n\nthe Managing Board so decides with the approval of the Supervisory Board,\n\nwith the exception of the reserve which was formed as share premium upon the\n\nissue of Financing Preference Shares.\n\nInsofar as the profits have not been distributed or allocated to reserves as\n\nspecified above, the General Meeting may act to allocate such profits,\n\nprovided that no further dividends will be distributed on the Preference Shares\n\nor the Financing Preference Shares.\n\nThe Managing Board may, with due observance of Article 2:105 of the Dutch\n\nCivil Code and with the approval of the Supervisory Board, distribute an\n\ninterim dividend, if and to the extent that the profits so permit. Interim dividends\n\nmay be distributed on one class of shares only.\n\nThe General Meeting may resolve on the proposal of the Supervisory Board, to\n\ndistribute dividends or reserves, wholly or partially, in the form of shares.\n\nDistributions as described above are payable as from a date to be determined\n\nby the Supervisory Board. Distributions will be made payable at an address or\n\naddresses in the Netherlands, to be determined by the Supervisory Board, as\n\nwell as at least one address in each country where the shares are listed or\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 191\n\nArticles of Association\n\nquoted for trading. The Supervisory Board may determine the method of\n\npayment of cash distributions. Distributions in cash that have not been collected\n\nwithin five years and two days after they have become due and payable shall\n\nrevert to QIAGEN.\n\nDutch law provides that the declaration of dividends out of the profits that are\n\nat the free disposal of the General Meeting is the exclusive right of the General\n\nMeeting. This is different from the corporate law of most jurisdictions in the\n\nUnited States, which permits a corporation’s board of directors to declare\n\ndividends.\n\nShareholder Meetings, Voting Rights and Other Shareholder\n\nRights\n\nThe Annual General Meeting is required to be held within six months after the\n\nend of each financial year for the purpose of, among other things, adopting the\n\nannual accounts and filling of any vacancies on the Managing Board and\n\nSupervisory Board.\n\nExtraordinary General Meetings are held as often as deemed necessary by the\n\nManaging Board or Supervisory Board, or upon a request to the Managing\n\nBoard or Supervisory Board by one or more shareholders and other persons\n\nentitled to attend meetings jointly representing (i) at least 40% of our issued\n\nshare capital, with those persons jointly being authorized to convene such a\n\nmeeting themselves in case the Boards do not timely comply with the request, in\n\naccordance with the Articles of Association, or (ii) at least 10% of our issued\n\nshare capital, with those persons jointly being authorized to convene such a\n\nmeeting themselves in case the Boards do not timely comply with the request,\n\nbut only if and to the extent authorized thereto by a competent Dutch court in\n\naccordance with the laws of the Netherlands.\n\nGeneral Meetings are held in Amsterdam, Haarlemmermeer (Schiphol Airport),\n\nArnhem, Maastricht, Rotterdam, Venlo or The Hague. The notice convening a\n\nGeneral Meeting must be given in such manner as shall be authorized by law\n\nincluding, but not limited to, an announcement published by electronic means\n\nno later than the forty-second day prior to the day of the General Meeting. The\n\nnotice will contain the agenda for the meeting or the notice is published along\n\nwith the agenda.\n\nThe agenda shall contain such subjects to be considered at the General\n\nMeeting, as the persons convening or requesting the meeting shall decide.\n\nUnder Dutch law, holders of shares representing solely or jointly at least three\n\nhundredth part of the issued share capital may request QIAGEN, not later than\n\non the sixtieth day prior to the day of the General Meeting, to include certain\n\nsubjects in the notice convening a meeting. No valid resolutions can be\n\nadopted at a General Meeting in respect of subjects which are not mentioned\n\nin the agenda.\n\nDutch corporate law sets a mandatory (participation and voting) record date for\n\nDutch listed companies fixed at the twenty-eighth day prior to the day of the\n\nshareholders’ meeting. Shareholders registered at such record date are entitled\n\nto attend and exercise their rights as shareholders at the General Meeting,\n\nregardless of a sale of shares after the record date.\n\nGeneral Meetings are presided over by the Chairman of the Supervisory Board\n\nor, in his absence, by any person nominated by the Supervisory Board.\n\nAt the General Meeting, each share shall confer the right to cast one vote,\n\nunless otherwise provided by law or our Articles of Association. No votes may\n\nbe cast in respect of shares that we or our subsidiaries hold, or by\n\nusufructuaries and pledgees. All shareholders and other persons entitled to vote\n\nat General Meetings are entitled to attend General Meetings, to address the\n\nmeeting and to vote. They must notify the Managing Board in writing of their\n\nintention to be present or represented not later than on the third day prior to the\n\nday of the meeting, unless the Managing Board permits notification within a\n\nshorter period of time prior to any such meeting. Subject to certain exceptions,\n\nresolutions may be passed by a simple majority of the votes cast.\n\nExcept for resolutions to be adopted by the meeting of holders of Preference\n\nShares, our Articles of Association do not allow the adoption of shareholder\n\nresolutions by written consent (or otherwise without holding a meeting).\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 192\n\nArticles of Association\n\nA resolution of the General Meeting to amend our Articles of Association,\n\ndissolve QIAGEN, issue shares or grant rights to subscribe for shares or limit or\n\nexclude any pre-emptive rights to which shareholders shall be entitled is valid\n\nonly if proposed to the General Meeting by the Supervisory Board.\n\nFurther, a resolution of the General Meeting to amend our Articles of\n\nAssociation is only valid if the complete proposal has been made available for\n\ninspection by the shareholders and the other persons entitled to attend General\n\nMeetings at our offices as from the day of notice convening such meeting until\n\nthe end of the meeting. A resolution to amend our Articles of Association to\n\nchange the rights attached to the shares of a specific class requires the\n\napproval of the relevant class meeting.\n\nResolutions of the General Meeting in a meeting that has not been convened by\n\nthe Managing Board and/or the Supervisory Board, or resolutions included on\n\nthe agenda for the meeting at the request of shareholders, will be valid only if\n\nadopted with a majority of two-thirds of votes cast representing more than half\n\nthe issued share capital, unless our Articles of Association require a greater\n\nmajority or quorum.\n\nA resolution of the General Meeting to approve a legal merger or the sale of all\n\nor substantially all of our assets is valid only if adopted by a vote of at least\n\ntwo-thirds of the issued share capital, unless proposed by the Supervisory\n\nBoard, in which case a simple majority of the votes cast shall be sufficient.\n\nA shareholder shall, upon request, be provided, free of charge, with written\n\nevidence of the contents of the share register with regard to the shares\n\nregistered in its name. Furthermore, any shareholder shall, upon written request,\n\nhave the right, during normal business hours, to inspect our share register and\n\na list of our shareholders and their addresses and shareholdings, and to make\n\ncopies or extracts therefrom. Such request must be directed to our Managing\n\nDirectors at our registered office in the Netherlands or at our principal place of\n\nbusiness. Financial records and other company documents (other than those\n\nmade public) are not available in this manner for shareholder review, but an\n\nextract of the minutes of the General Meeting shall be made available.\n\nAccording to Dutch law and our Articles of Association, certain resolutions of\n\nthe Managing Board regarding a significant change in the identity or nature of\n\nus or our enterprise are subject to the approval of the General Meeting. The\n\nfollowing resolutions of the Managing Board require the approval of the\n\nGeneral Meeting in any event:\n\n(1)the transfer of our enterprise, or practically our entire enterprise, to a third\n\nparty;\n\n(2)the entry into or termination of a long-term cooperation by us or one of our\n\nsubsidiaries (dochtermaatschappijen) with another legal person or\n\npartnership or as a fully liable general partner of a limited partnership or a\n\ngeneral partnership, if such cooperation or termination is of far-reaching\n\nsignificance for us; and\n\n(3)the acquisition or divestment by us or one of our subsidiaries\n\n(dochtermaatschappijen) of a participating interest in the capital of a\n\ncompany with a value of at least one-third of the sum of our assets\n\naccording to our consolidated balance sheet and explanatory notes in our\n\nlast adopted annual accounts.\n\nNo Derivative Actions; Right to Request Independent Inquiry\n\nDutch law does not afford shareholders the right to institute actions on behalf of\n\nus or in our interest. Shareholders, acting alone or together, holding at least\n\none-tenth of our issued capital, or shares representing an aggregate nominal\n\nvalue of EUR 225,000, may inform the Managing Board and the Supervisory\n\nBoard of their objections as to our policy or the course of our affairs and, within\n\na reasonable time thereafter, may request the Enterprise Chamber of the Court\n\nof Appeal in Amsterdam to order an inquiry into the policy and the course of\n\nour affairs by independent investigators. If such an inquiry is ordered and the\n\ninvestigators conclude that there has been mismanagement, the shareholders\n\ncan request the Enterprise Chamber to order certain measures such as a\n\nsuspension or annulment of resolutions.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 193\n\nArticles of Association\n\nDissolution and Liquidation\n\nThe General Meeting may resolve to dissolve QIAGEN upon the proposal of\n\nthe Supervisory Board. If QIAGEN is dissolved, the liquidation shall be carried\n\nout by the person designated for that purpose by the General Meeting, under\n\nthe supervision of the Supervisory Board. The General Meeting shall, upon the\n\nproposal of the Supervisory Board, determine the remuneration payable to the\n\nliquidators and to the person responsible for supervising the liquidation.\n\nDuring the liquidation process, the provisions of our Articles of Association will\n\nremain applicable to the extent possible.\n\nIn the event of our dissolution and liquidation, the assets remaining after\n\npayment of all debts and liquidation expenses will be distributed among\n\nregistered holders of Common Shares in proportion to the nominal value of\n\ntheir Common Shares, subject to liquidation preference rights of holders of\n\nPreference Shares and Financing Preference Shares, if any.\n\nRestrictions on Transfer of Preference Shares\n\nThe Supervisory Board, upon application in writing, must approve each transfer\n\nof Preference Shares. If approval is refused, the Supervisory Board will\n\ndesignate prospective purchasers willing and able to purchase the shares,\n\notherwise, the transfer will be deemed approved.\n\nLimitations in our Articles of Association on Rights to Own\n\nSecurities\n\nOther than with respect to usufructuaries and pledgees who have no voting\n\nrights, our Articles of Association do not impose limitations on rights to own our\n\nsecurities including the rights of non-resident or foreign shareholders to hold or\n\nexercise voting rights on the securities imposed by foreign law or by the charter\n\nor other constituent document of the Company or state.\n\nProvisions which May Defer or Prevent a Change in Control\n\nThe Option Agreement and our Articles of Association could, under certain\n\ncircumstances, prevent a third party from obtaining a majority of the voting\n\ncontrol of our shares by issuing Preference Shares. Under the Option\n\nAgreement, SPAQ could acquire Preference Shares subject to the provisions\n\nreferred to under \"Preference Shares.\"\n\nIf SPAQ acquires the Preference Shares, the bidder may withdraw its bid or\n\nenter into negotiations with the Managing Board and/or Supervisory Board\n\nand agree on a higher bid price for our shares.\n\nShareholders who obtain control of a company are obliged to make a\n\nmandatory offer to all other shareholders. The threshold for a mandatory offer is\n\nset at the ability to exercise 30% of the voting rights at the general meeting of\n\nshareholders in a Dutch public limited company (naamloze vennootschap)\n\nwhose securities are admitted to trading on a regulated market in the EU, such\n\nas QIAGEN.\n\nOwnership Threshold Requiring Disclosure\n\nOur Articles of Association do not provide an ownership threshold above which\n\nownership must be disclosed. However, there are statutory requirements to\n\ndisclose share ownership above certain thresholds under Dutch law. See\n\n“Obligation of Shareholders to Disclose Major Holdings.”\n\nObligation of Shareholders to Disclose Major Holdings\n\nHolders of our shares or rights to acquire shares (which include options and\n\nconvertible bonds - see also below) may be subject to notification obligations\n\nunder the Dutch Financial Markets Supervision Act (FMSA or Wet op het\n\nfinancieel toezicht).\n\nPursuant to the FMSA, any person who, directly or indirectly, acquires or\n\ndisposes of an interest (including a potential interest, such as options and\n\nconvertible bonds) in our issued share capital or voting rights must notify the\n\nNetherlands Authority for the Financial Markets (AFM) without delay, if as a\n\nresult of such acquisition or disposal, the percentage of capital interest or voting\n\nrights held by such person in QIAGEN reaches, exceeds or falls below any of\n\nthe following thresholds: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%,\n\n60%, 75% and 95%. The notifications should be made electronically through\n\nthe notification system of the AFM.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 194\n\nArticles of Association\n\nA notification requirement also applies if a person's capital interest or voting\n\nrights reaches, exceeds or falls below the above-mentioned thresholds as a\n\nresult of a change in our total issued share capital or voting rights. Such\n\nnotification has to be made no later than the fourth trading day after the AFM\n\nhas published our notification as described below.\n\nUnder the FMSA, we are required to notify the AFM without delay of the\n\nchanges to our total issued share capital or voting rights if our issued share\n\ncapital or voting rights changes by 1% or more since our previous notification.\n\nWe must furthermore quarterly notify the AFM within eight days after the end of\n\nthe relevant quarter, in the event our issued share capital or voting rights\n\nchanged by less than 1% in that relevant quarter since our previous notification.\n\nFurthermore, each person who is or ought to be aware that, as a result of the\n\nexchange of certain financial instruments, such as options for shares, his actual\n\ncapital or voting interest in QIAGEN, reaches, exceeds or falls below any of\n\nthe following thresholds: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%,\n\n60%, 75% and 95%, vis-à-vis his most recent notification to the AFM, must give\n\nnotice to the AFM no later than the fourth trading day after he became or ought\n\nto be aware of this change.\n\nControlled entities, within the meaning of the FMSA, do not have notification\n\nobligations under the FMSA, as their direct and indirect interests are attributed\n\nto their (ultimate) parent. Any person may qualify as a parent for purposes of\n\nthe FMSA, including an individual. A person who has a 3% or larger interest in\n\nour share capital or voting rights and who ceases to be a controlled entity for\n\nthese purposes must notify the AFM without delay. As of the date of that\n\nnotification, all notification obligations under the FMSA will become applicable\n\nto that entity.\n\nFor the purpose of calculating the percentage of capital interest or voting rights,\n\nthe following interests must, inter alia, be taken into account: (i) our shares or\n\nvoting rights on our shares directly held (or acquired or disposed of) by a\n\nperson, (ii) our shares or voting rights on our shares held (or acquired or\n\ndisposed of) by such person's controlled entity, or by a third party for such\n\nperson's account or by a third party with whom such person has concluded an\n\noral or written voting agreement (including a discretionary power of attorney),\n\nand (iii) our shares or voting rights on our shares which such person, or any\n\nsubsidiary or third party referred to above, may acquire pursuant to any option\n\nor other right held by such person (or acquired or disposed of, including, but\n\nnot limited to, on the basis of convertible bonds). Special rules apply with\n\nrespect to the attribution of our shares or voting rights on our shares which are\n\npart of the property of a partnership or other community of property. A holder\n\nof a pledge or right of usufruct (vruchtgebruik) in respect of our shares can also\n\nbe subject to the notification obligations of the FMSA, if such person has, or\n\ncan acquire, the right to vote on our shares or, in the case of depository\n\nreceipts, our underlying shares. The acquisition of (conditional) voting rights by\n\na pledgee or usufructuary may also trigger the notification obligations as if the\n\npledgee or beneficial owner were the legal holder of our shares or voting rights\n\non our shares. A holding in certain cash settled derivatives (such as cash settled\n\ncall options and total equity return swaps) referencing to our shares should also\n\nbe taken into account for the purpose of calculating the percentage of capital\n\ninterest.\n\nGross short positions in our shares must also be notified to the AFM. For these\n\ngross short positions, the same thresholds apply for notifying an actual or\n\npotential interest in our issued share capital and/or voting rights as referred to\n\nabove, and without any set-off against long positions.\n\nIn addition, pursuant to Regulation (EU) No 236/2012, each person holding a\n\nnet short position amounting to 0.2% of our issued share capital is required to\n\nreport such position to the AFM. Each subsequent increase of this position by\n\n0.1% above 0.2% will also need to be reported. Each net short position equal\n\nto 0.5% of our issued share capital, and any subsequent increase of that\n\nposition by 0.1%, will be made public via the AFM short selling register. To\n\ncalculate whether a natural person or legal person has a net short position,\n\ntheir short positions and long positions must be set-off. A short transaction in a\n\nshare can only be contracted if a reasonable case can be made that the shares\n\nsold can actually be delivered, which requires confirmation of a third party that\n\nthe shares have been located.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 195\n\nArticles of Association\n\nThe AFM does not issue separate public announcements of the above\n\nnotifications. However, it does keep a public register of all notifications made\n\npursuant to the above disclosure obligations under the FMSA on its website\n\nwww.afm.nl. Third parties can request to be notified automatically by e-mail\n\nof changes to the public register in relation to a particular company’s shares or\n\na particular notifying party.\n\nNon-compliance with the notification obligations under the FMSA may lead to\n\ncriminal fines, administrative fines, imprisonment or other sanctions. In addition,\n\nnon-compliance with the shareholding disclosure obligations under the FMSA\n\nmay lead to civil sanctions, including suspension of the voting rights relating to\n\nour shares held by the offender for a period of not more than three years and a\n\nprohibition applicable to the offender to acquire any of our shares or voting\n\nrights on our shares for a period of up to five years.\n\nManagement Notifications\n\nPursuant to the FMSA, each Managing Director and each Supervisory Director\n\nmust notify the AFM: (a) within two weeks after his or her appointment of the\n\nnumber of our shares or rights to acquire shares he or she holds and the\n\nnumber of votes he or she is entitled to cast in respect to our issued share\n\ncapital, and (b) subsequently, each change in the number or our shares or\n\nrights to acquire shares such member holds and of each change in the number\n\nof votes he or she is entitled to cast in respect of our issued share capital,\n\nimmediately after the relevant change. If a Managing Director or Supervisory\n\nDirector has notified the AFM of a change in shareholding under the FMSA as\n\ndescribed above under “Obligation of Shareholders to Disclose Major\n\nHoldings,” such notification is sufficient for the purposes as described in this\n\nparagraph.\n\nFurthermore, pursuant to European Union Regulation (EU) No 596/2014 (the\n\nMarket Abuse Regulation) and the regulations promulgated thereunder, any\n\nManaging Director and Supervisory Director, as well as any other person\n\ndischarging managerial responsibilities in respect of QIAGEN who has regular\n\naccess to inside information relating directly or indirectly to QIAGEN and the\n\npower to take managerial decisions affecting future developments and business\n\nprospects of QIAGEN, must notify the AFM and QIAGEN by means of a\n\nstandard form of any transactions conducted for his or her own account relating\n\nto the shares or debt instruments of QIAGEN or to derivatives or other financial\n\ninstruments linked thereto.\n\nIn addition, pursuant to the Market Abuse Regulation, certain persons who are\n\nclosely associated with Managing Directors and Supervisory Directors or any of\n\nthe other persons as described above, are required to notify the AFM and\n\nQIAGEN of any transactions conducted for their own account relating to the\n\nshares or debt instruments of QIAGEN or to derivatives or other financial\n\ninstruments linked thereto. The Market Abuse Regulation covers, inter alia, the\n\nfollowing categories of persons: (i) the spouse or any partner considered by\n\nnational law as equivalent to the spouse; (ii) dependent children; (iii) other\n\nrelatives who have shared the same household for at least one year at the\n\nrelevant transaction date; and (iv) any legal person, trust or partnership whose,\n\namong other things, managerial responsibilities are discharged by a person\n\nreferred to under (i) to (iii) above or by the relevant Managing Directors and\n\nSupervisory Directors or other person discharging the managerial\n\nresponsibilities in respect of QIAGEN as described above.\n\nThe notifications pursuant to the Market Abuse Regulation described above\n\nmust be made to the AFM no later than the third business day following the\n\nrelevant transaction date. Under certain circumstances, these notifications may\n\nbe postponed until all transactions within a calendar year have reached a total\n\namount of €5,000 (calculated without netting). Any subsequent transaction must\n\nbe notified as set forth above. If a Managing Director or Supervisory Director\n\nhas notified a change in the number of our shares or options to acquire shares\n\nthe member holds or a change in the number of votes he or she is entitled to\n\ncast to the AFM under the FMSA as described in the first paragraph above,\n\nsuch notification - but only to the extent there is an overlap with the notification\n\nobligations under the Market Abuse Regulation - is sufficient for the purposes of\n\nthe Market Abuse Regulation as described in this paragraph.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 196\n\nPrincipal Accountant Fees and Services\n\nAudit Committee Pre-Approval Policies and Procedures\n\nFor the year ended December 31, 2025, our independent registered public\n\naccounting firm is EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft,\n\nCologne, Germany, Auditor Firm ID: 1251.\n\nFor the year ended December 31, 2024, our independent registered public\n\naccounting firm was KPMG AG Wirtschaftsprüfungsgesellschaft, Düsseldorf,\n\nGermany, Auditor Firm ID: 1021.\n\nThe Audit Committee has adopted a policy that requires the pre-approval of all\n\nservices performed for us by our independent registered public accounting firm.\n\nAdditionally, the Audit Committee has delegated to the Audit Committee Chair\n\nfull authority to approve any management request for pre-approval, provided\n\nthe Chair presents any approval given at its next scheduled meeting. All audit-\n\nrelated services, tax services and other services rendered by our independent\n\nregistered public accounting firm or their affiliates were pre-approved by the\n\nAudit Committee and are compatible with maintaining the auditor’s\n\nindependence.\n\nSet forth below are the total fees billed (or expected to be billed), on a\n\nconsolidated basis, by the independent registered public accounting firm or\n\ntheir affiliates for providing audit and other professional services in each of the\n\nlast two years:\n\n(in millions)\n\n2025\n\n2024\n\nAudit fees\n\n$3.0\n\n$2.9\n\nAudit-related fees\n\n0.2\n\n0.6\n\nTax fees\n\n0.1\n\n0.1\n\nAll other fees\n\n—\n\n—\n\nTotal\n\n$3.3\n\n$3.6\n\nAudit fees consist of fees and expenses billed for the annual audit and quarterly\n\nreview of QIAGEN’s consolidated financial statements. They also include fees\n\nbilled for other audit services, which are those services that only the auditor can\n\nprovide, and include the review of documents filed with the U.S. Securities and\n\nExchange Commission.\n\nAudit-related fees consist of fees and expenses for services that are related to\n\nthe performance of the audit or review of QIAGEN’s financial statements and\n\nare not reported under audit fees. These fees primarily relate to providing\n\nassurance on sustainability reporting and consultations concerning financial\n\naccounting of capital market transactions and reporting standards.\n\nTax fees include fees and expenses billed for tax compliance, tax planning and\n\ntax advice services.\n\nAll other fees include fees and expenses billed for services, other than those\n\ndescribed above, as approved by the Audit Committee and as permitted by the\n\nSarbanes-Oxley Act of 2002.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 197\n\nTaxation\n\nThe following is a general summary of certain material United States federal\n\nincome tax consequences to holders of our Common Shares who are “U.S.\n\nHolders” (as such term is defined below) and certain material Netherlands tax\n\nconsequences to holders of our Common Shares who are “non-resident\n\nShareholders” or “Shareholders” (as each term is defined below). This summary\n\ndoes not discuss every aspect of such taxation that may be relevant to such\n\nholders. Therefore, all prospective purchasers of our Common Shares described\n\nabove are advised to consult their own tax advisors with respect to the United\n\nStates federal, state and local tax consequences, as well as the Netherlands tax\n\nconsequences, of the ownership of our Common Shares.\n\nThe statements of the Netherlands and United States tax laws set out below are\n\nbased on the laws in force as of the date of this Annual Report on Form 20-F\n\nand, as a consequence, are subject to any changes in United States or the\n\nNetherlands law, or in the taxation conventions concluded by the United States\n\nand the Netherlands, occurring after such date. Tax considerations associated\n\nwith currently enacted laws which are not in force as of this date have not been\n\naddressed in this description.\n\nNetherlands Tax Considerations\n\nThe following describes the material tax consequences of an investment in our\n\nCommon Shares under Netherlands law. Such description is based on current\n\nunderstanding of Netherlands' tax law currently in force as interpreted under\n\nofficially published case law and in published policy, and it is limited to the tax\n\nimplications for an owner of our Common Shares who is not, or is not deemed\n\nto be, a resident of the Netherlands for purposes of the relevant tax laws (a\n\n“non-resident Shareholder” or “Shareholder”).\n\nDividend Withholding Tax\n\nGeneral\n\nUpon distribution of dividends, we are obligated to withhold 15% dividend tax\n\nat source and to pay the amount withheld to the Netherlands taxing authorities.\n\nThe term “dividends” means income from shares or other rights participating in\n\nprofits as well as income from other corporate rights that are subjected to the\n\nsame taxation treatment as income from shares by the laws of the Netherlands.\n\nDividends include dividends in cash or in kind, constructive dividends, certain\n\nrepayments of capital qualified as dividends, interest on loans that are treated\n\nas equity instruments for Netherlands corporate income tax purposes and\n\nliquidation proceeds in excess of, for Netherlands tax purposes, recognized\n\npaid-in capital. Stock dividends are also subject to dividend withholding tax,\n\nunless derived from our paid-in share premium that is recognized as equity for\n\nNetherlands tax purposes.\n\nNo dividend withholding tax should apply on the proceeds resulting from the\n\nsale or disposition of our Common Shares to persons other than QIAGEN and\n\nour affiliates. A disposition of our Common Shares to QIAGEN or to our\n\naffiliates should, in general, be subject to dividend withholding tax.\n\nA domestic exemption from the Netherlands dividend withholding tax may\n\napply when dividends are paid to a corporate Shareholder that owns 5% or\n\nmore of the nominal paid-up share capital and qualifies as a beneficial owner\n\nand is solely resident in an EU/EEA Member State or in a country with which\n\nthe Netherlands has concluded a tax convention that includes a dividend\n\narticle. This general exemption does not apply to abusive structures. A structure\n\nis deemed abusive if a corporate Shareholder owns our Common Shares with\n\nthe main purpose, or one of the main purposes, to avoid tax for another\n\nindividual or entity and the structure is considered artificial (i.e., not put into\n\nplace for valid commercial reasons that reflect economic reality). This domestic\n\nexemption may under conditions further not apply in case of hybrid\n\nmismatches.\n\nA corporate Shareholder may also be eligible for relief of the Netherlands\n\ndividend withholding tax under Netherlands' tax law or under a tax convention\n\nthat is in force between the country of residence of the Shareholder and the\n\nNetherlands.\n\nSpecific for U.S. Shareholders\n\nThe regular 15% dividend withholding tax is withheld by us on dividends we\n\npay to a resident of the United States. For a corporate U.S. Shareholder that\n\ncannot benefit from the Dutch domestic exemption (as explained above),\n\nwithholding tax on dividends may still be reduced to 5% or 0% if the recipient\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 198\n\nTaxation\n\nis entitled to benefits under the Tax Convention between the Netherlands and\n\nthe United States (the Convention) and the relevant specific conditions are met.\n\nDividends we pay to U.S. pension funds and U.S. tax-exempt organizations\n\nmay be eligible for an exemption from dividend withholding tax under the\n\nConvention.\n\nDividend Stripping\n\nA refund, reduction, exemption or credit of the Netherlands dividend\n\nwithholding tax on the basis of the Netherlands' tax law, or on the basis of a\n\ntax convention between the Netherlands and another state, will only be granted\n\nif the dividends are paid to the beneficial owner (uiteindelijk gerechtigde) of the\n\ndividends. A recipient of a dividend is amongst others not considered to be the\n\nbeneficial owner of a dividend in an event of “dividend stripping.” In general\n\nterms, “dividend stripping” can be described as the situation in which a foreign\n\nor domestic person (usually, but not necessarily, the original shareholder) has\n\ntransferred, in return for a consideration, its shares or its entitlement to the\n\ndividend distributions to a party that has a more favorable right to a refund or\n\nreduction of the Netherlands dividend withholding tax than the foreign or\n\ndomestic person. In these situations, the foreign or domestic person (usually the\n\noriginal shareholder) avoids the Netherlands dividend withholding tax while\n\nretaining an interest in the shares and the dividend distributions, by transferring\n\nits shares or its entitlement to the dividend distributions in exchange for a\n\nconsideration.\n\nIncome Tax and Corporate Income Tax\n\nGeneral\n\nA non-resident Shareholder will not be subject to Netherlands income tax or\n\ncorporate income tax with respect to dividends we distribute on our Common\n\nShares, or with respect to capital gains derived from the sale or disposition of\n\nour Common Shares, provided that:\n\na.the non-resident Shareholder does not carry on, or have an interest in, a\n\nbusiness in the Netherlands through a permanent establishment or a\n\npermanent representative to which or to whom the Common Shares are\n\nattributable or deemed to be attributable;\n\nb.the non-resident Shareholder does not have a direct or indirect substantial or\n\ndeemed substantial interest (aanmerkelijk belang, as defined in the\n\nNetherlands' tax law) in our share capital or, in the case of an individual,\n\nsuch a substantial interest, such interest is a “business asset,” or, in the case\n\nof a corporate Shareholder, the arrangement or a series of arrangements are\n\nnot put in place with the main purpose, or one of the main purposes, to\n\navoid Netherlands income tax for another person or cannot be considered\n\nartificial. An arrangement, or series of arrangements, are considered\n\nartificial to the extent they have not been put in place for valid commercial\n\nreasons that reflect economic reality; and\n\nc.the non-resident Shareholder is not entitled to a share in the profits of an\n\nenterprise to which our Common Shares are attributable, and that is\n\neffectively managed in the Netherlands, other than by way of securities or\n\nthrough an employment contract.\n\nIn general terms, a substantial interest (aanmerkelijk belang) in our share\n\ncapital does not exist if the Shareholder (individuals as well as corporations),\n\nalone or together with his partner, does not own, directly or indirectly, 5% or\n\nmore of the issued capital of (a class of) our shares; does not have the right to\n\nacquire 5% or more of the issued capital of (a class of) our shares; and does\n\nnot have the right to share in our profit or liquidation revenue amounting to 5%\n\nor more of the annual profits or liquidation revenue.\n\nThere is no all-encompassing definition of the term “business asset.” Whether\n\nthis determination can be made in general depends on the facts presented and,\n\nin particular, on the activities performed by the Shareholder. If the Shareholder\n\nmaterially conducts a business activity, while the key motive of his investment in\n\nour Shares may not be his earnings out of the investment in our Shares but our\n\neconomic activity, an investment in our Shares will generally be deemed to\n\nconstitute a business asset, in particular if the Shareholder’s involvement in our\n\nbusiness will exceed regular monitoring of his investment in our Shares.\n\nA non-resident Shareholder that holds a substantial interest in our share capital\n\nmay be eligible for an exemption or a reduction of Netherlands income tax or\n\ncorporate income tax under a tax convention.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 199\n\nTaxation\n\nSpecific for U.S. Shareholders\n\nU.S. Shareholders that do not own a substantial interest should not be subject to\n\nDutch Personal Income Tax or Dutch Corporate Income Tax (as explained\n\nabove). For U.S. Shareholders that do own a substantial interest, Dutch\n\nPersonal Income Tax or Dutch Corporate Income Tax could be due. However,\n\nU.S. Shareholders that are entitled to benefits of the Convention may be eligible\n\nfor tax relief.\n\nGift and Inheritance Tax\n\nA gift or inheritance of our Common Shares from a non-resident Shareholder\n\nshould generally not be subject to a Netherlands gift and inheritance tax,\n\nprovided that the Shareholder is not considered a (deemed) resident of the\n\nNetherlands. The Netherlands has concluded a tax convention with the United\n\nStates based on which double taxation on inheritances may be avoided if the\n\ninheritance is subject to Netherlands and/or U.S. inheritance tax and the\n\ndeceased was a resident of either the Netherlands or the United States.\n\nUnited States Federal Income Tax Considerations\n\nThe following summary describes certain U.S. federal income tax\n\nconsiderations generally applicable to U.S. Holders (as defined below) of our\n\nCommon Shares. This summary deals only with our Common Shares held as\n\ncapital assets within the meaning of Section 1221 of the Internal Revenue Code\n\nof 1986, as amended (the Code). This summary also does not address the tax\n\nconsequences that may be relevant to holders in special tax situations including,\n\nwithout limitation, dealers in securities; traders that elect to use a mark-to-market\n\nmethod of accounting; pass-through entities such as partnerships, S\n\ncorporations, disregarded entities for U.S. federal income tax purposes and\n\nlimited liability companies (and investors therein); holders that own our\n\nCommon Shares as part of a “straddle,” “hedge,” “conversion transaction,” or\n\nother integrated investment; banks or other financial institutions; individual\n\nretirement accounts and other tax-deferred accounts; insurance companies; tax-\n\nexempt organizations; U.S. expatriates; holders whose functional currency is\n\nnot the U.S. dollar; holders subject to the alternative minimum tax; holders that\n\nacquired our Common Shares in a compensatory transaction; holders subject to\n\nspecial tax accounting rules as a result of any item of gross income with respect\n\nto the Common Shares being taken into account in an applicable financial\n\nstatement; or holders that have owned or will (directly, indirectly or\n\nconstructively) own 10% or more of the total voting power or value of our\n\nCommon Shares.\n\nThis summary is based upon the Code, applicable U.S. Treasury regulations,\n\nadministrative pronouncements and judicial decisions, in each case as in effect\n\non the date hereof, all of which are subject to change (possibly with retroactive\n\neffect). No ruling will be or has been requested from the Internal Revenue\n\nService (IRS) regarding the tax consequences described herein, and there can\n\nbe no assurance that the IRS will agree with the discussion set out below. This\n\nsummary does not address any consequences other than U.S. federal income\n\ntax consequences (such as the estate and gift tax, the Medicare tax on net\n\ninvestment income, state and local tax or non-U.S. tax). Except as specifically\n\nset forth below, this summary does not discuss applicable tax reporting\n\nrequirements.\n\nAs used herein, the term “U.S. Holder” means a beneficial owner of our\n\nCommon Shares that is, for U.S. federal income tax purposes, (i) a citizen or\n\nresident of the United States, (ii) a corporation or other entity taxable as a\n\ncorporation created in or organized under the laws of the United States or any\n\nstate thereof or therein or the District of Columbia, (iii) an estate, the income of\n\nwhich is subject to U.S. federal income taxation regardless of its source, or\n\n(iv) a trust (a) that is subject to the supervision of a court within the United States\n\nand under the control of one or more United States persons as described in\n\nSection 7701(a)(30) of the Code, or (b) that has a valid election in effect under\n\napplicable U.S. Treasury regulations to be treated as a United States person.\n\nIf an entity or other arrangement classified as a partnership for U.S. federal\n\nincome tax purposes acquires our Common Shares, the tax treatment of a\n\npartner in the partnership generally will depend upon the status of the partner\n\nand the activities of the partnership. Partners of a partnership considering an\n\ninvestment in our Common Shares should consult their tax advisors regarding\n\nthe U.S. federal income tax consequences of acquiring, owning and disposing\n\nour Common Shares.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 200\n\nTaxation\n\nTaxation of Dividends\n\nSubject to the discussion below under “Passive Foreign Investment Company\n\nStatus,” the sum of any cash plus the fair market value of any property that we\n\ndistribute (before reduction for Netherlands withholding tax) to a U.S. Holder\n\nwith respect to our Common Shares generally will be included in the U.S.\n\nHolder’s gross income as a dividend, taxable as ordinary income from foreign\n\nsources to the extent of our current or accumulated earnings and profits (as\n\ndetermined for U.S. federal income tax purposes).\n\nDividends paid to a non-corporate U.S. Holder by a “qualified foreign\n\ncorporation” may be subject to a reduced rate of tax if certain conditions are\n\nmet, including the following: QIAGEN must not be classified as a \"passive\n\nforeign investment company\" (PFIC) (discussed below), QIAGEN must be a\n\n“qualified foreign corporation” (as defined below), the U.S. Holder must satisfy\n\na holding period requirement, and the distribution must not be treated to the\n\nU.S. Holder as “investment income” for purposes of the investment interest\n\ndeduction rules. A “qualified foreign corporation” generally includes a foreign\n\ncorporation (other than a foreign corporation that is a PFIC with respect to the\n\nrelevant U.S. Holder for the taxable year in which the dividends are paid or for\n\nthe preceding taxable year) (i) whose Common Shares are readily tradable on\n\nan established securities market in the United States, or (ii) which is eligible for\n\nbenefits under a comprehensive U.S. income tax treaty that includes an\n\nexchange of information program and which the U.S. Treasury Department has\n\ndetermined is satisfactory for these purposes. Our Common Shares are\n\nexpected to be readily tradable on the NYSE, an established securities market.\n\nU.S. Holders should consult their own tax advisors regarding the availability of\n\nthe reduced tax rate on dividends in light of their particular circumstances.\n\nDividends on our Common Shares generally will not be eligible for the\n\ndividends received deduction available to corporations in respect of dividends\n\nreceived from other U.S. corporations.\n\nDistributions in excess of our earnings and profits (as determined for U.S.\n\nfederal income tax purposes) will be treated as a non-taxable return of capital\n\nto the extent of the U.S. Holder’s adjusted tax basis in our Common Shares and\n\nthereafter as capital gain. However, we do not intend to calculate our earnings\n\nand profits under U.S. federal income tax principles. Therefore, U.S. Holders\n\nshould expect that a distribution will generally be treated as a dividend even if\n\nthat distribution would otherwise be treated as a non-taxable return of capital or\n\nas capital gain under the rules described above.\n\nForeign Tax Credit\n\nSubject to the PFIC rules discussed below, a U.S. Holder that is subject to\n\nNetherlands withholding tax with respect to dividends paid on the Common\n\nShares generally will be entitled, at the election of such U.S. Holder, to receive\n\neither a deduction or a credit for such Netherlands withholding tax. Generally,\n\nsubject to the limitations described in the next paragraph, a credit will reduce a\n\nU.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis,\n\nwhereas a deduction will reduce a U.S. Holder’s income subject to U.S. federal\n\nincome tax. This election is made on a year-by-year basis and generally applies\n\nto all foreign taxes paid (whether directly or through withholding) or accrued by\n\na U.S. Holder during a year.\n\nLimitations apply to the foreign tax credit, including the general limitation that\n\nthe credit cannot exceed the proportionate share of a U.S. Holder’s U.S.\n\nfederal income tax liability (determined before application of the foreign tax\n\ncredit) that such U.S. Holder’s “foreign source” taxable income bears to such\n\nU.S. Holder’s worldwide taxable income. In applying this limitation, a U.S.\n\nHolder’s various items of income and deduction must be classified, under\n\ncomplex rules, as either “foreign source” or “U.S. source” and the limitation is\n\ncalculated separately for each with respect to specific categories of income.\n\nGenerally, dividends paid by a foreign corporation should be treated as\n\nforeign source for this purpose, and gains recognized on the sale of stock of a\n\nforeign corporation by a U.S. Holder should generally be treated as U.S.\n\nsource for this purpose, except as otherwise provided in an applicable income\n\ntax treaty or if an election is properly made under the Code. However, the\n\namount of a distribution with respect to the Common Shares that is treated as a\n\n“dividend” may be lower for U.S. federal income tax purposes than it is for\n\nNetherlands tax purposes, resulting in a reduced foreign tax credit allowance\n\nto a U.S. Holder.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 201\n\nTaxation\n\nEach U.S. Holder should consult its own U.S. tax advisor regarding the foreign\n\ntax credit rules.\n\nDisposition of our Common Shares\n\nSubject to the PFIC rules discussed below, upon the sale or other disposition of\n\nour Common Shares, a U.S. Holder will recognize capital gain or loss for U.S.\n\nfederal income tax purposes equal to the difference between the amount\n\nrealized on the disposition of our Common Shares and the U.S. Holder’s\n\nadjusted tax basis in our Common Shares. Such capital gain or loss generally\n\nwill be subject to U.S. federal income tax. In general, capital gains recognized\n\nby a non-corporate U.S. Holder, including an individual, are subject to a lower\n\nrate under current law if such U.S. Holder held shares for more than one year.\n\nThe deductibility of capital losses is subject to limitations. Any such gain or loss\n\ngenerally will be treated as U.S. source income or loss for purposes of the\n\nforeign tax credit. A U.S. Holder’s initial tax basis in Common Shares generally\n\nwill equal the cost of such shares.\n\nPassive Foreign Investment Company Status\n\nWe may be classified as a PFIC for U.S. federal income tax purposes if certain\n\ntests are met. We will be a PFIC with respect to a U.S. Holder if, for any\n\ntaxable year in which the U.S. Holder held our Common Shares, either (i) 75%\n\nor more of our gross income for the taxable year is passive income; or (ii) the\n\naverage value of our assets (during the taxable year) which produce or are\n\nheld for the production of passive income is at least 50% of the average value\n\nof all assets for such year. Passive income means, in general, dividends,\n\ninterest, royalties, rents (other than rents and royalties derived in the active\n\nconduct of a trade or business and not derived from a related person), annuities\n\nand gains from assets which would produce such income other than sales of\n\ninventory. Passive assets for this purpose generally include assets held for the\n\nproduction of passive income. Accordingly, passive assets generally include\n\nany cash, cash equivalents and cash invested in short-term, interest-bearing\n\ndebt instruments or bank deposits that are readily convertible into cash. For the\n\npurpose of the PFIC tests, if a foreign corporation owns at least 25% (by value)\n\nof the stock of another corporation, the foreign corporation is treated as owning\n\nits proportionate share of the assets of the other corporation and as if it had\n\nreceived directly its proportionate share of the income of such other corporation\n\n(the “look-through rule”). The effect of the look-through rule with respect to\n\nQIAGEN and our ownership of our subsidiaries is that, for purposes of the\n\nincome and assets tests described above, we will be treated as owning our\n\nproportionate share of the assets of our subsidiaries and of earning our\n\nproportionate share of each of our subsidiary’s income, if any, so long as we\n\nown, directly or indirectly, at least 25% of the value of the particular\n\nsubsidiary’s stock. Active business income of our subsidiaries will be treated as\n\nour active business income, rather than as passive income. Based on our\n\nincome, assets and activities, we do not believe that we were a PFIC for our\n\ntaxable years ended December 31, 2023, December 31, 2024 and December\n\n31, 2025 and do not expect to be a PFIC for the current taxable year. No\n\nassurances can be made, however, that the IRS will not challenge this position\n\nor that we will not subsequently become a PFIC. Following the close of any tax\n\nyear, we intend to promptly send a notice to all shareholders of record at any\n\ntime during such year, if we determine that we are a PFIC.\n\nIf we are considered a PFIC for any taxable year that a U.S. Holder holds our\n\nCommon Shares, any gain recognized by the U.S. Holder on a sale or other\n\ndisposition of our Common Shares would be allocated pro-rata over the U.S.\n\nHolder’s holding period for our Common Shares. The amounts allocated to the\n\ntaxable year of the sale or other disposition, and to any year before we\n\nbecame a PFIC, would be taxed as ordinary income. The amount allocated to\n\neach other taxable year would be subject to tax at the highest rate in effect for\n\nindividuals or corporations, as appropriate, for that taxable year, and an\n\ninterest charge would be imposed with respect to any amount allocated to any\n\nprior taxable year that we were a PFIC. Further, if we are a PFIC for any\n\ntaxable year, to the extent that any distribution received by a U.S. Holder on\n\nour Common Shares exceeds 125% of the average of the annual distributions\n\non our Common Shares received during the preceding three years or the U.S.\n\nHolder’s holding period, whichever is shorter, such excess amount would be\n\nsubject to taxation in the same manner as gain on the sale or other disposition\n\nof Common Shares if we were a PFIC, described above. Certain elections may\n\nbe available that would result in alternative treatments (such as mark-to-market\n\ntreatment) of our Common Shares. If we are treated as a PFIC with respect to a\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 202\n\nTaxation\n\nU.S. Holder for any taxable year, the U.S. Holder will be deemed to own\n\nshares in any of our subsidiaries that also are PFICs. A timely election to treat\n\nus as a qualified electing fund under the Code would result in an alternative\n\ntreatment. However, we do not intend to prepare or provide the information\n\nthat would enable U.S. Holders to make a qualified electing fund election. If we\n\nare considered a PFIC, a U.S. Holder also will be subject to annual information\n\nreporting requirements.\n\nProspective purchasers of our Common Shares are urged to consult their tax\n\nadvisors regarding the potential application of the PFIC rules to an investment in\n\nthe Common Shares.\n\nForeign Currency Issues\n\nIf dividends on our Common Shares are paid in euros, the amount of the\n\ndividend distribution included in the income of a U.S. Holder will be the U.S.\n\ndollar value of the payments made in euros, determined at a spot, euro/U.S.\n\ndollar rate applicable to the date such dividend is includible in the income of\n\nthe U.S. Holder, regardless of whether the payment is in fact converted into\n\nU.S. dollars. Generally, gain or loss (if any) resulting from currency exchange\n\nfluctuations during the period from the date the dividend is paid to the date\n\nsuch payment is converted into U.S. dollars will be treated as ordinary income\n\nor loss.\n\nBackup Withholding and Information Reporting\n\nU.S. backup withholding and information reporting requirements generally\n\napply to payments made to non-corporate holders of Common Shares that are\n\npaid within the United States or through certain U.S. related financial\n\nintermediaries. Information reporting will apply to payments of dividends on,\n\nand to proceeds from the disposition of, Common Shares by a paying agent\n\nwithin the United States (or through certain U.S. related financial intermediaries)\n\nto a U.S. Holder, other than U.S. Holders that are exempt from information\n\nreporting and properly certify their exemption. A paying agent within the\n\nUnited States (or through certain U.S. related financial intermediaries) will be\n\nrequired to withhold at the applicable statutory rate, currently 24%, in respect\n\nof any payments of dividends on, and the proceeds from the disposition of,\n\nCommon Shares to a U.S. Holder (other than U.S. Holders that are exempt from\n\nbackup withholding and properly certify their exemption) if the holder fails to\n\nfurnish its correct taxpayer identification number or otherwise fails to comply\n\nwith applicable backup withholding requirements. U.S. Holders who are\n\nrequired to establish their exempt status generally must provide a properly\n\ncompleted IRS Form W-9.\n\nBackup withholding is not an additional tax. Amounts withheld as backup\n\nwithholding may be credited against a U.S. Holder’s U.S. federal income tax\n\nliability. A U.S. Holder generally may obtain a refund of any amounts withheld\n\nunder the backup withholding rules that exceed such U.S. Holder’s income tax\n\nliability by filing a refund claim with the IRS in a timely manner and furnishing\n\nrequired information.\n\nForeign Financial Asset Reporting\n\nCertain U.S. Holders who hold “specified foreign financial assets” (as defined\n\nin Section 6038D of the Code), including stock of a non-U.S. corporation that is\n\nnot held in an account maintained by a U.S. “financial institution” (as defined\n\nin Section 6038D of the Code), whose aggregate value exceeds $50,000 on\n\nthe last day of the taxable year or $75,000 at any time during the tax year,\n\nmay be required to attach to their tax returns for the year certain specified\n\ninformation (on IRS Form 8938) (higher thresholds apply to married individuals\n\nfiling a joint return and certain individuals residing outside of the United States).\n\nPersons who fail to timely furnish the required information may be subject to\n\nsubstantial penalties. Additionally, in the event a U.S. Holder does not file such\n\na report, the statute of limitations on the assessment and collection of U.S.\n\nfederal income taxes of such U.S. Holder for the related tax year may not close\n\nbefore such report is filed. U.S. Holders (including entities) should consult their\n\nown tax advisors regarding their reporting obligations and the possible\n\napplication of such reporting obligations to the holding of Common Shares.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 203\n\nGovernment Regulations\n\nWe are subject to a variety of laws and regulations in the European Union, the\n\nUnited States and other countries. The level and scope of the regulation varies\n\ndepending on the country or defined economic region, but may include, among\n\nother things, the research, development, testing, clinical trials, manufacture,\n\nstorage, recordkeeping, approval, labeling, promotion and commercial sales\n\nand distribution of many of our products.\n\nEuropean Union Regulations\n\nIn the European Union, in vitro diagnostic medical devices (IVDs) had been\n\nregulated under EU-Directive 98/79/EC (IVD Directive) and corresponding\n\nnational provisions. The IVD Directive required that medical devices meet the\n\nessential requirements, including those relating to device safety and efficacy,\n\nset out in an annex of the Directive. According to the IVD Directive, EU Member\n\nStates have presumed compliance with these essential requirements for devices\n\nthat are in conformity with the relevant national standards transposing the\n\nharmonized standards, such as ISO 13485:2016, the quality system standard\n\nfor medical device manufacturers.\n\nIVD medical devices, other than devices for performance evaluation, must bear\n\nthe CE marking of conformity when they are placed on the European market.\n\nThe CE mark is a declaration by the manufacturer that the product meets all the\n\nappropriate provisions of the applicable legislation implementing the relevant\n\nEuropean Directive. As a general rule, the manufacturer must follow the EU\n\ndeclaration of conformity procedure to obtain or apply a CE mark.\n\nThe IVD Directive has been replaced by the In Vitro Diagnostic Device\n\nRegulation (IVDR) (EU) 2017/746 that was published in May 2017 and fully\n\nimplemented as of May 26, 2022. Unlike the IVD Directive, the IVDR has\n\nbinding legal force throughout every Member State. The major goal of the IVDR\n\nwas to standardize diagnostic procedures within the EU, increase reliability of\n\ndiagnostic analysis and enhance patient safety. Under the IVDR as enacted by\n\nthe European Commission (EC), IVDs are subject to additional legal\n\nrequirements. Among other things, the IVDR introduced a new risk-based\n\nclassification system and requirements for conformity assessments. Under\n\nsubsequent amendments of IVDR, IVDs already certified under the IVD Directive\n\nby a Notified Body may remain on the market until December 31, 2027, and\n\nIVDs certified under the IVD Directive without the involvement of a Notified\n\nBody may be placed on the market up to December 31, 2027 (IVDR class D\n\nIVDs), December 31, 2028 (IVDR class C IVDs) and December 31, 2029 (IVDR\n\nclass B and class A sterile IVDs). The deadline for IVDR Class A in vitro\n\ndiagnostic devices remained as May 26, 2022. The sell-off date was removed\n\nin subsequent amendments to the IVDR. As a result, there is no longer a limit for\n\nmaking available IVD products or putting into service IVD instruments that have\n\nbeen placed on the market according to these dates. IVD instruments that were\n\nplaced on the market under the IVD Directive may remain indefinitely until\n\ndecommission, if properly maintained. Nonetheless, manufacturers of devices\n\ncertified under the IVD Directive without the involvement of a Notified Body\n\nmust comply with specific requirements in the IVDR according to the timelines\n\nestablished, but ultimately, such products, as with all new IVDs, will have to\n\nundergo the IVDR’s conformity assessment procedures. Under the IVD Directive\n\nthe majority of QIAGEN products were classified as non-listed Annex II devices\n\n(i.e., self-certified without the involvement of a Notified Body), while under the\n\nIVDR most of QIAGEN products will require the involvement of a Notified Body,\n\nand those that are in the highest risk class (IVDR class D) will have to be tested\n\nby a designated EU Reference Laboratory. In addition, the IVDR imposes\n\nadditional requirements relating to post-market surveillance and submission of\n\npost-market performance follow-up reports.\n\nThe EC has designated thirteen (13) Notified Bodies to perform conformity\n\nassessments under the IVDR, including QIAGEN’s Notified Bodies, TÜV\n\nRheinland LGA Products GmbH (NB0197) and BSI Group The Netherlands B.V.\n\n(NB 2797). MedTech Europe has issued guidance relating to the IVDR in\n\nseveral areas, e.g., clinical benefit, technical documentation, state of art,\n\naccessories, and EUDAMED. In December 2023, the European Commission\n\nadopted Implementing Regulation (EU) 2023/2713 designating five EU\n\nReference Laboratories covering the following types of high risk, class D IVDs:\n\nhepatitis and retroviruses; herpesviruses; bacterial agents; respiratory viruses\n\nthat cause life-threatening diseases. The designated EU Reference Laboratories\n\nare responsible for verifying performance of IVDs in accordance with common\n\nspecifications, batch testing of IVDR class D IVDs, collaborating with Notified\n\nBodies to develop best practices for IVD conformity assessments, and providing\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 204\n\nGovernment Regulations\n\nscientific and technical assistance on the implementation of the IVDR. Most\n\nrecently, on December 6, 2025, the European Commission released a proposal\n\nto amend the IVDR with the goal of simplifying the applicable rules, reducing\n\nthe administrative burden on manufacturers, and enhancing the predictability\n\nand cost-effectiveness of the certification procedure while maintaining a high\n\nlevel of public health protections for EU patients and consumers.\n\nIVDR defines an In-House Device (IHD) as a device that is manufactured and\n\nused only within a Health Institution established in the Union and that meets all\n\nconditions set in Article 5(5) of such regulation. QIAGEN cannot design,\n\nmanufacture or use IHDs. However, Health Institutions can lawfully use\n\nQIAGEN's products, such as those for non-clinical applications, IVDs, enzymes,\n\nor oligos, to create their own IHD workflows according to Article 5(5)\n\nrequirements.\n\nSome products manufactured by QIAGEN are intended for non-clinical use.\n\nThese may include products intended for use in discovering and developing\n\nmedical knowledge related to human disease and conditions and products for\n\nmolecular research, genotyping, forensic and human identity testing, food and\n\nanimal feed safety and quality testing, cancer research, microbiological\n\nresearch and animal pathogen research. These products do not have medical\n\npurpose and thus they are not considered medical devices under the scope of\n\nthe IVDR.\n\nA subset of products intended for non-clinical use are those that are sold for\n\nresearch purposes in the European Union territory and are therefore labeled\n\n“For Research Use Only” (RUO). Other products intended for non-clinical use,\n\nare referred by QIAGEN to as “for molecular biology applications” or more\n\nrecently directly as “for non-clinical applications” (mainly instruments).\n\nQIAGEN acknowledges that products intended for non-clinical use can be\n\nlawfully used by Health Institutions to develop IHDs in accordance with Article\n\n5(5) of the IVDR. QIAGEN does not promote any of its products for non-clinical\n\napplications for use in IHDs or assist in the development of such IHDs for IVD\n\npurposes. Nonetheless, QIAGEN may participate in creating a workflow for\n\nnon-clinical applications. The Laboratory, at its sole discretion and\n\nresponsibility, may later decide to transition this into an IHD workflow,\n\nadhering to the restrictions outlined in Article 5(5) of the IVDR.\n\nThe General Data Protection Regulation (GDPR) of the European Union,\n\nimposes restrictions on the transfer, access, use, and disclosure of health and\n\nother personal information. We have implemented the requirements set forth by\n\nthe GDPR, which took effect on May 25, 2018. GDPR and other EU data\n\nprivacy and security laws impact our business either directly or indirectly. Our\n\nfailure to comply with applicable privacy or security laws or significant changes\n\nin these laws could significantly impact our business and future business plans.\n\nFor example, we may be subject to regulatory action, fines, or lawsuits in the\n\nevent we fail to comply with applicable privacy laws. We may face significant\n\nliability in the event any of the personal information we maintain is lost or\n\notherwise subject to misuse or other wrongful use, access or disclosure.\n\nRecent publication of the Cyber Resilience Act in the European Official Journal\n\n(20/11/2024) imposes significant cyber security requirements on QIAGEN\n\nproducts that are not regulated as medical devices (i.e., for non-clinical\n\napplications). Most provisions, such as CE marking and compliance with cyber\n\nsecurity requirements, will become applicable 36 months later (i.e: December\n\n2027). However, reporting requirements will take effect 21 months after the\n\nentry into force (i.e: September 2026).\n\nThe Artificial Intelligence (AI) Act (Regulation (EU) 2024/1689 laying down\n\nharmonized rules on artificial intelligence) provides AI developers and\n\ndeployers with clear requirements and obligations regarding specific uses of AI.\n\nThe EU AI Act was published in the EU Official Journal on July 12, 2024, and\n\nis the first comprehensive horizontal legal framework for the regulation of AI\n\nacross the EU. The EU AI Act entered into force on August 1, 2024, and will be\n\neffective from August 2, 2026. QIAGEN devices implementing AI will be\n\nsubject to this regulation.\n\nUnited Kingdom\n\nThe U.K.’s withdrawal from the EU has major ramifications for IVD\n\nmanufacturers. Among other things, companies now have to follow new\n\nprocedures that apply in the U.K., including appointment of a U.K. Responsible\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 205\n\nGovernment Regulations\n\nPerson rather than relying on European Authorized Representatives, to manage\n\ntheir compliance efforts in the U.K.\n\nThe U.K. Medicine and Healthcare Products Regulatory Agency (MHRA) issued\n\nguidance on how the country will regulate IVDs after January 1, 2021.\n\nAccording to MHRA, IVDs will require certification in the U.K., which is defined\n\nas England, Scotland and Wales, while companies will still be able to sell tests\n\nin Northern Ireland under existing EU IVD regulations. Under subsequent\n\namendments to MHRA guidance, MHRA will continue to recognize CE marks\n\nfor IVDs certified under the IVD Directive until the earlier of June 30, 2030 or\n\nthe expiration of the certificate and for IVDs certified under the IVDR until June\n\n30, 2030. Companies must register with the MHRA before placing IVDs on the\n\nU.K. market. To continue marketing CE marked IVDs in the U.K. once the\n\ndesignated MHRA recognition period has lapsed, companies selling in the U.K.\n\nwill have to obtain a new marking authorization, called a U.K. Conformity\n\nAssessed mark (UKCA), for each IVD product.\n\nUnited States\n\nIn the United States, IVDs are subject to regulation by the FDA as medical\n\ndevices to the extent that they are intended for use in the diagnosis, treatment,\n\nmitigation or prevention of disease or other conditions.\n\nCertain types of tests, like some that QIAGEN manufactures and sells in the\n\nUnited States for non-clinical applications, including those classified for\n\nresearch use only (RUO), are not subject to the FDA’s premarket review and\n\ncontrols because QIAGEN does not promote these tests for IVD applications.\n\nOther tests, known as laboratory developed tests (LDTs), which are IVDs that\n\nare designed, manufactured and used within a single, CLIA-certified, clinical\n\nlaboratory that meets applicable requirements to perform high-complexity\n\ntesting, were historically subject to enforcement discretion and not actively\n\nregulated by the FDA. However, as LDTs have increased in complexity, the FDA\n\ntook a risk-based approach to their regulation, while Congress also signaled\n\ninterest in clarifying the regulatory landscape for LDTs as stakeholders across\n\nthe spectrum expressed a need for regulatory certainty and clear operating\n\nguidelines. Following several years of inaction by Congress on this issue, in\n\nMay 2025 the FDA issued a final rule to regulate LDTs under the medical\n\ndevice framework and to phase out the longstanding enforcement discretion\n\npolicy; the final rule became effective on July 5, 2024 and was expected to\n\nbegin entering into force against non-exempt “LDT manufacturers” in May\n\n2025.\n\nFollowing issuance of the LDT final rule, the American Clinical Laboratory\n\nAssociation (ACLA) and one of its members, as well as the Association for\n\nMolecular Pathology (AMP) and one of its members, filed complaints against\n\nthe FDA in the Eastern District of Texas and the Southern District of Texas,\n\nrespectively. Both complaints alleged that the agency did not have authority to\n\npromulgate the LDT final rule and sought to vacate the FDA’s action; the two\n\ncases were subsequently consolidated into a single action. On March 31,\n\n2025, the US District Court for the Eastern District of Texas vacated the final\n\nrule in its entirety and remanded the matter to the FDA, holding that the rule\n\nexceeded the agency’s authority under the Federal Food, Drug, and Cosmetic\n\nAct. The agency did not appeal the district court’s decision. As a result, the\n\nphase-in deadlines established by the rule are no longer operative, and in\n\nSeptember 2025 the FDA implemented the court’s vacatur of the final rule with\n\na formal public notice.\n\nThe ACLA vs. FDA court’s decision removes the regulatory burden that the final\n\nrule would have imposed on clinical laboratories had it been upheld. However,\n\nuncertainty remains regarding the future of federal oversight in this area, as\n\nCongress could enact new legislation establishing a statutory framework for\n\nregulating all IVDs, including LDTs. Affected stakeholders continue to press for a\n\ncomprehensive legislative solution to create a harmonized paradigm for\n\noversight of LDTs by both the FDA and CMS.\n\nQIAGEN cannot design, manufacture or use LDTs. However, laboratories can\n\nlawfully use QIAGEN's products, such as those for non-clinical applications,\n\nIVDs, enzymes, or oligos, to create their own LDT workflows.\n\nMedical devices, including IVDs, are classified into one of three classes\n\ndepending on the controls deemed by the FDA to be necessary to reasonably\n\nassure their safety and effectiveness. Class I devices are generally exempt from\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 206\n\nGovernment Regulations\n\npremarket review and are subject to general controls, including adherence to\n\nthe FDA’s Quality System Regulation (QSR), which describes device-specific\n\ncurrent good manufacturing practices and was recently replaced with the\n\nQuality Management System Regulation (QMSR), described below, as well as\n\nregulations requiring facility registration and product listing, reporting of\n\nadverse medical events, and appropriate, truthful and non-misleading labeling,\n\nadvertising and promotional materials. Class II devices are generally subject to\n\npremarket notification (or 510(k) clearance), general controls and special\n\ncontrols, including performance standards, post-market surveillance, patient\n\nregistries or FDA guidance documents describing device-specific special\n\ncontrols. Class III devices are subject to most of the previously identified\n\nrequirements as well as to premarket approval (PMA). The payment of a user\n\nfee, which is typically adjusted annually, to the FDA is usually required upon\n\nfiling a premarket submission (e.g., premarket notification, premarket approval\n\napplication, or De Novo classification request) for FDA review.\n\nOn January 31, 2024, the FDA issued a final rule amending the device current\n\ngood manufacturing practice (CGMP) requirements of the QSR under 21 CFR\n\n820 to align more closely with the international consensus standard for Quality\n\nManagement Systems for medical devices (ISO 13485:2016) used by many\n\nother global regulatory authorities. The QMSR final rule took effect on February\n\n2, 2026, two years after publication. The QMSR incorporates ISO\n\n13485:2016 by reference and maintains certain FDA requirements from the\n\nQSR related to record keeping and medical device reporting. As QIAGEN’s\n\nQMS is already certified to ISO 13485:2016, the change will have minimal\n\nimpact; QIAGEN has completed a gap analysis and is progressing towards\n\nimplementation of identified actions.\n\n510(k) Premarket Notification\n\nA 510(k) premarket notification requires the sponsor to demonstrate that a\n\nmedical device is substantially equivalent to another device, termed a\n\n“predicate device,” that is legally marketed in the United States and is not\n\nsubject to premarket approval. A device is substantially equivalent to a\n\npredicate device if its intended use(s), performance, safety and technological\n\ncharacteristics are similar to those of the predicate; or has a similar intended\n\nuse but different technological characteristics, where the information submitted\n\nto the FDA does not raise new questions of safety and effectiveness and\n\ndemonstrates that the device is at least as safe and effective as the legally\n\nmarketed device.\n\nIf the FDA determines that the device (1) is not substantially equivalent to a\n\npredicate device, (2) has a new intended use compared to the identified\n\npredicate, (3) has different technological characteristics that raise different\n\nquestions of safety and effectiveness, or (4) has new indications for use or\n\ntechnological characteristics and required performance data were not\n\nprovided, it will issue a “Not Substantially Equivalent” (NSE) determination. If\n\nthe FDA determines that the applicant’s device is substantially equivalent to the\n\nidentified predicate device(s), the agency will issue a 510(k) clearance letter\n\nthat authorizes commercial marketing of the device for one or more specific\n\nindications for use.\n\nDe Novo Classification\n\nIf a previously unclassified new medical device does not qualify for the 510(k)\n\npremarket notification process because no predicate device to which it is\n\nsubstantially equivalent can be identified, the device is automatically classified\n\ninto Class III. However, if such a device would be considered low or moderate\n\nrisk (in other words, it does not rise to the level of requiring the approval of a\n\nPMA), it may be eligible for the De Novo classification process. The De Novo\n\nclassification process allows a device developer to request that the novel\n\nmedical device be reclassified as either a Class I or Class II device, rather than\n\nhaving it regulated as a high risk Class III device subject to the PMA\n\nrequirements. If the manufacturer seeks reclassification into Class II, the\n\nclassification request must include a draft proposal for special controls that are\n\nnecessary to provide a reasonable assurance of the safety and effectiveness of\n\nthe medical device.\n\nPremarket Approval\n\nThe PMA process is more complex, costly and time consuming than either the\n\n510(k) process or the De Novo classification process. A PMA must be\n\nsupported by more detailed and comprehensive scientific evidence, including\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 207\n\nGovernment Regulations\n\nclinical data, to demonstrate the safety and efficacy of the medical device for its\n\nintended purpose. A clinical trial involving a “significant risk” device may not\n\nbegin until the sponsor submits an investigational device exemption (IDE)\n\napplication to the FDA and obtains approval to begin the trial.\n\nAfter the PMA is submitted, the FDA has 45 days to make a threshold\n\ndetermination that the PMA is sufficiently complete to permit a substantive\n\nreview. If the PMA is complete, the FDA will file the PMA and begin the\n\nsubstantive review process. The FDA is subject to a performance goal review\n\ntime for a PMA that is 180 days from the date of filing, although in practice this\n\nreview time is longer. Questions from the FDA, requests for additional data and\n\nreferrals to advisory committees may delay the process considerably. The total\n\nprocess may take several years and there is no guarantee that the PMA will\n\never be approved. Even if approved, the FDA may limit the indications for\n\nwhich the device may be marketed. The FDA may also request additional\n\nclinical data as a condition of approval or after the PMA is approved. Any\n\nchanges to the medical device may require a supplemental PMA to be\n\nsubmitted and approved before the modified device may be marketed.\n\nAny products manufactured and sold by us pursuant to FDA clearances or\n\napprovals will be subject to pervasive and continuing regulation by the FDA,\n\nincluding quality system requirements, record-keeping requirements, reporting\n\nof adverse experiences with the use of the device and restrictions on the\n\nadvertising and promotion of our products. Device manufacturers are required\n\nto register their establishments and list their devices with the FDA and are\n\nsubject to periodic inspections by the FDA and certain state agencies.\n\nNoncompliance with applicable FDA requirements can result in, among other\n\nthings, warning letters, fines, injunctions, civil penalties, recalls or seizures of\n\nproducts, total or partial suspension of production, refusal of the FDA to grant\n\nfor new devices, withdrawal of existing marketing authorizations and criminal\n\nprosecution.\n\nRegulation of Companion Diagnostic Devices\n\nIf a sponsor or the FDA believes that a diagnostic test is essential for the safe\n\nand effective use of a corresponding therapeutic product, the sponsor of the\n\ntherapeutic product will typically work with a collaborator to develop an in vitro\n\ncompanion diagnostic device. The FDA defines an IVD companion diagnostic\n\ndevice as a device that provides information that is essential for the safe and\n\neffective use of a corresponding therapeutic product.\n\nThe FDA has also introduced the concept of complementary diagnostics that are\n\ndistinct from companion diagnostics because they provide additional\n\ninformation about how a drug is used or identify patients who are likely to\n\nderive the greatest benefit from therapy without being required for the safe and\n\neffective use of that drug. The FDA has not yet provided much guidance on the\n\nregulation and use of complementary diagnostics, but several have been\n\napproved.\n\nThe FDA applies a risk-based approach to determine the regulatory pathway\n\nfor IVD companion diagnostic devices, as it does with all medical devices. This\n\nmeans that the regulatory pathway will depend on the level of risk to patients,\n\nbased on the intended use of the IVD companion diagnostic device and the\n\ncontrols necessary to provide a reasonable assurance of safety and\n\neffectiveness.\n\nWe expect that any IVD companion diagnostic device that we develop will\n\nutilize the PMA pathway and that a clinical trial performed under an IDE will\n\nhave to be completed before the PMA may be submitted. On 25 November\n\n2025, FDA formally proposed down-classifying nucleic acid-based test systems\n\nfor use with a corresponding approved oncology therapeutic product. When\n\nfinalized (expected in 2026), many QIAGEN companion-diagnostic devices\n\nwill be able to use the 510(k) or de Novo pathways instead of the PMA\n\npathway. Clinical studies will still be required, some requiring an IDE where the\n\nrisk level of the study is more than minimal.\n\nThe FDA expects that the therapeutic sponsor will address the need for an IVD\n\ncompanion diagnostic device in its therapeutic product development plan and\n\nthat, in most cases, the therapeutic product and its corresponding IVD\n\ncompanion diagnostic device will be developed contemporaneously. If the\n\ncompanion diagnostic test will be used to make critical treatment decisions such\n\nas patient selection, treatment assignment, or treatment arm, it will likely be\n\nconsidered a significant risk device for which a clinical trial will be required.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 208\n\nGovernment Regulations\n\nThe sponsor of the IVD companion diagnostic device will be required to comply\n\nwith the FDA’s IDE requirements that apply to clinical trials of significant risk\n\ndevices. If the diagnostic test and the therapeutic drug are studied together to\n\nsupport their respective approvals, the clinical trial must meet both the IDE and\n\nIND requirements.\n\nProducts Intended for Non-clinical Use\n\nSome products manufactured by QIAGEN are intended for non-clinical use.\n\nThese may include products intended for use in discovering and developing\n\nmedical knowledge related to human disease and conditions and products for\n\nmolecular research, genotyping, forensic and human identity testing, food and\n\nanimal feed safety and quality testing, cancer research, microbiological\n\nresearch and animal pathogen research. They are not intended to produce\n\nresults for clinical use and are not themselves the object of the research. These\n\nproducts do not have medical purpose and thus they are not considered\n\nmedical devices under FDA regulations.\n\nA subset of products intended for non-clinical use are those that are sold for\n\nresearch purposes and are therefore labeled “For Research Use Only” (RUO).\n\nRUO refers to devices that are in the laboratory phase of development or are\n\nintended only for non-clinical research purposes with goals other than the\n\ndevelopment of a commercial IVD product, while investigational use only, or\n\nIUO, refers to devices that are in the product testing phase of development.\n\nThese types of devices are exempt from most regulatory controls pursuant to\n\nlong-standing FDA guidance on RUO/IUO diagnostics (refer to “Distribution of\n\nIn Vitro Diagnostic Products Labeled for Research Use Only or Investigational\n\nUse Only. Guidance for Industry and Food and Drug Administration Staff”,\n\nissued November 25, 2013).\n\nThe other products intended for non-clinical use are referred to by QIAGEN as\n\n“for molecular biology applications” or more recently directly as “for non-\n\nclinical applications” (mainly instruments).\n\nBecause QIAGEN does not promote non-clinical use products for IVD purposes,\n\nwe believe that these products are exempt from the FDA’s premarket review\n\nand other requirements. If the FDA were to disagree with our designation of\n\nany of these products, we could be forced to stop selling the product until we\n\nobtain appropriate regulatory clearance or approval.\n\nFurther, it is possible that some of our products intended for non-clinical use\n\nmay be lawfully used by some laboratories in their LDTs, which they may then\n\ndevelop, validate and use for IVD purposes. QIAGEN does not promote any\n\nproducts for non-clinical applications for use in LDTs or assist in the\n\ndevelopment of such LDTs for IVD purposes.\n\nHIPAA and Other Privacy and Security Laws\n\nThe Health Insurance Portability and Accountability Act of 1996 (HIPAA)\n\nestablished comprehensive federal standards for the privacy and security of\n\nhealth information. The HIPAA standards apply to health plans, healthcare\n\nclearing houses, and healthcare providers that conduct certain healthcare\n\ntransactions electronically (Covered Entities), as well as individuals or entities\n\nthat perform services for them involving the use, or disclosure of, individually\n\nidentifiable health information or \"protected health information\" (PHI) under\n\nHIPAA. Such service providers are called \"Business Associates.\" Title II of\n\nHIPAA, the Administrative Simplification Act, contains provisions that address\n\nthe privacy of health data, the security of health data, the standardization of\n\nidentifying numbers used in the healthcare system and the standardization of\n\ncertain healthcare transactions. The privacy regulations protect medical records\n\nand other PHI by limiting their use and release, giving patients the right to\n\naccess their medical records and limiting most disclosures of health information\n\nto the minimum amount necessary to accomplish an intended purpose. The\n\nHIPAA security standards require the adoption of administrative, physical, and\n\ntechnical safeguards and the adoption of written security policies and\n\nprocedures to maintain the security of PHI.\n\nCongress subsequently enacted Subtitle D of the Health Information Technology\n\nfor Economic and Clinical Health Act (HITECH) provisions of the American\n\nRecovery and Reinvestment Act of 2009. HITECH expanded and strengthened\n\nHIPAA, created new targets for enforcement, imposed new penalties for\n\nnoncompliance and established new breach notification requirements for\n\nCovered Entities and Business Associates.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 209\n\nGovernment Regulations\n\nUnder HITECH's breach notification requirements, Covered Entities must report\n\nbreaches of PHI that has not been encrypted or otherwise secured. Required\n\nbreach notices must be made as soon as is reasonably practicable, but no later\n\nthan 60 days following discovery of the breach. Reports must be made to\n\naffected individuals and to the Secretary and, in some cases depending on the\n\nsize of the breach, they must be reported through local and national media.\n\nBreach reports can lead to investigation, enforcement and civil litigation,\n\nincluding class action lawsuits.\n\nOur Redwood City entity serves in some cases as a Business Associate to\n\ncustomers who are subject to the HIPAA regulations. In this capacity, we\n\nmaintain an active compliance program that is designed to identify security\n\nincidents and other issues in a timely fashion and enable us to remediate,\n\nmitigate harm or report if required by law. We are subject to prosecution and/\n\nor administrative enforcement and increased civil and criminal penalties for\n\nnon-compliance, including a four-tiered system of monetary penalties adopted\n\nunder HITECH. We are also subject to enforcement by state attorneys general\n\nwho were given authority to enforce HIPAA under HITECH. To avoid penalties\n\nunder the HITECH breach notification provisions, we must ensure that breaches\n\nof PHI are promptly detected and reported within the Company, so that we can\n\nmake all required notifications on a timely basis. However, even if we make\n\nrequired reports on a timely basis, we may still be subject to penalties for the\n\nunderlying breach.\n\nCalifornia has also adopted the California Consumer Privacy Act of 2018, or\n\nCCPA, which took effect on January 1, 2020 and became enforceable by the\n\nstate attorney general on July 1, 2020. The CCPA established a new privacy\n\nframework for covered businesses by creating an expanded definition of\n\npersonal information, establishing new data privacy rights for consumers in the\n\nState of California, imposing special rules on the collection of consumer data\n\nfrom minors, and creating a new and potentially severe statutory damages\n\nframework for violations of the CCPA and for businesses that fail to implement\n\nreasonable security procedures and practices to prevent data breaches.\n\nThe regulations issued under the CCPA have been modified several times.\n\nAdditionally, the California Privacy Rights Act, or CPRA, was approved by\n\nCalifornia voters in the November 2020 election. The CPRA imposes additional\n\ndata protection obligations on companies doing business in California,\n\nincluding additional consumer rights processes, limitations on data uses, new\n\naudit requirements for higher risk data, and opt outs for certain uses of sensitive\n\ndata. It also created a new California data protection agency authorized to\n\nissue substantive regulations and could result in increased privacy and\n\ninformation security enforcement. The majority of the provisions became\n\neffective on January 1, 2023. There are also several federal privacy proposals\n\nunder consideration in Congress in 2026, and if passed, such laws may have\n\npotentially conflicting requirements that would make compliance challenging.\n\nMany states have also implemented genetic testing and privacy laws imposing\n\nspecific patient consent requirements and protecting test results by strictly\n\nlimiting the disclosure of those results. State requirements are particularly\n\nstringent regarding predictive genetic tests, due to the risk of genetic\n\ndiscrimination against healthy patients identified through testing as being at a\n\nhigh risk for disease. We believe that we have taken the steps required of us to\n\ncomply with health information privacy and security statutes and regulations,\n\nincluding genetic testing and genetic information privacy laws in all\n\njurisdictions, both state and federal. However, these laws constantly change,\n\nand we may not be able to maintain compliance in all jurisdictions where we\n\ndo business. Failure to maintain compliance, or changes in state or federal laws\n\nregarding privacy or security could result in civil and/or criminal penalties,\n\nsignificant reputational damage and could have a material adverse effect on\n\nour business.\n\nCyber Security and Artificial Intelligence\n\nThe FDA has recently published new guidances for industry to regulate\n\nsignificant aspects of cyber security and artificial intelligence and more are\n\nexpected to come at the time of closing this report. QIAGEN is taking measures\n\nto update either standalone software or software driving IVD instruments to fulfill\n\nthe most recent requirements.\n\nAdditionally, we are subject to emerging regulations and guidelines with\n\nrespect to other activities, including operational use of artificial intelligence (AI)\n\ntools. AI is increasingly shaping industries worldwide, including Life Sciences\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 210\n\nGovernment Regulations\n\nand healthcare. AI innovation introduces risks and challenges that could impact\n\nour business in a variety of ways unrelated to FDA’s oversight of cyber devices. \n\nPotential risks include breaches of confidentiality and privacy obligations,\n\nnoncompliance with emerging laws and regulations, threats to intellectual\n\nproperty rights, including not only the leakage of our proprietary information\n\nbut also the risk that AI-generated outputs may infringe third-party intellectual\n\nproperty rights, and the misuse of personally identifiable information or PHI. In\n\nthe United States, more than thirty states regulate AI or are considering\n\nproposed legislation that would regulate AI and its use in healthcare, including\n\nCalifornia, Texas, and Massachusetts. Generally, such regulations aim to\n\nprotect individuals such as consumers, employees, and/or job applicants from\n\nbias, discrimination, and invasion of privacy and to promote transparency with\n\nrespect to use of AI by companies.\n\nThe U.S. Federal Trade Commission (FTC) also recently published guidance for\n\ncompanies selling genetic testing products on securing DNA data and outlined\n\nenforcement priorities, anticipating close monitoring of genetic testing\n\ncompanies’ use of AI, including DNA algorithms. The FTC guidance instructs\n\ncompanies to safeguard consumers from potential detrimental effects of AI\n\nusage such as bias, invasion of privacy, and accuracy; notes that protection of\n\ngenetic data is FTC’s top priority; and reminds companies to prepare notices\n\nregarding their collection, use, and disclosure of genetic information and to\n\nconsider affirmative express consent requirements.\n\nU.S. Fraud and Abuse Laws and Other Healthcare Regulations\n\nA variety of state and federal laws prohibit fraud and abuse involving state and\n\nfederal healthcare programs, as well as commercial insurers. These laws are\n\ninterpreted broadly and enforced aggressively by various federal and state\n\nagencies, including the Centers for Medicare & Medicaid Services (CMS), the\n\nDepartment of Justice (DOJ), and the Office of Inspector General for the U.S.\n\nDepartment of Health and Human Services (OIG). The Company seeks to\n\nconduct its business in compliance with all applicable federal and state laws.\n\nState and federal fraud and abuse laws may be interpreted and applied\n\ndifferently, and arrangements and business practices could be subject to\n\nscrutiny under them by federal or state enforcement agencies. Sanctions for\n\nviolations of these laws could result in a wide range of penalties, including but\n\nnot limited to significant criminal sanctions and civil fines, among other\n\npenalties.\n\nThe Anti-Kickback Statute\n\nThe federal Anti-Kickback Statute (AKS) is a criminal statute that prohibits, in\n\npertinent part, persons from knowingly and willfully soliciting, receiving,\n\noffering or paying remuneration, directly or indirectly, in cash or in kind, in\n\nexchange for or to induce a person:\n\n•To refer an individual to a person for the furnishing or arranging for the\n\nfurnishing of any item or service for which payment may be made by federal\n\nhealthcare programs; or\n\n•To purchase, lease, order, or arrange for or recommend purchasing, leasing,\n\nor ordering, any good, facility, service, or item for which payment may be\n\nmade by a federal healthcare program.\n\nA person or entity does not need to have actual knowledge of the AKS or\n\nspecific intent to violate it to have committed a violation. Recognizing that the\n\nAKS is broad and potentially applies to innocuous or beneficial arrangements,\n\nthe OIG issued regulations, commonly known as “safe harbors,” which set forth\n\ncertain requirements that, if fully met, insulate a given arrangement or conduct\n\nfrom prosecution under the AKS. The AKS also has statutory exceptions that\n\nprovide protection similar to that of safe harbors. If, however, an arrangement\n\ndoes not meet every requirement of an exception or safe harbor, the\n\narrangement does not necessarily violate the AKS. A facts-and-circumstances\n\nanalysis is necessary to determine AKS compliance or lack thereof. Potential\n\nstatutory penalties for violating the AKS include imprisonment and criminal\n\nfines. In addition, through application of other laws, conduct that violates the\n\nAKS can give rise to civil monetary penalties and possible exclusion from\n\nparticipation in Medicare, Medicaid, and other federal healthcare programs.\n\nClaims including items or services resulting from a violation of the AKS also\n\nconstitute a false or fraudulent claim for purposes of the False Claims Act.\n\nIn addition to the federal AKS, many states have their own anti-kickback laws.\n\nOften, these laws closely follow the language of the federal law, although they\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 211\n\nGovernment Regulations\n\ndo not always have the same scope, exceptions, safe harbors or sanctions. In\n\nsome states, these anti-kickback laws apply to both state healthcare programs\n\nand commercial insurers. The penalties for violating state anti-kickback\n\nprovisions can be severe, including criminal and civil penalties (including\n\npenalties under the state false claims law), imprisonment, and exclusion from\n\nstate healthcare programs.\n\nThe False Claims Act\n\nThe federal False Claims Act (FCA) imposes civil liability on any person or\n\nentity that, among other things, knowingly presents, or causes to be presented,\n\nto the federal government, claims for payment that are false or fraudulent;\n\nknowingly makes, uses, or causes to be made or used, a false statement or\n\nrecord material to a false or fraudulent claim or obligation to pay or transmit\n\nmoney or property to the federal government; or knowingly conceals or\n\nknowingly and improperly avoids or decreases an obligation to pay money to\n\nthe federal government. The FCA also prohibits the knowing retention of\n\noverpayments (sometimes referred to as “reverse false claims”).\n\nIn addition, the FCA permits a private individual acting as a\n\n“whistleblower” (also referred to as a “relator”) to bring FCA actions on behalf\n\nof the federal government under the statute’s qui tam provisions, and to share in\n\nany monetary recovery. The federal government may elect or decline to\n\nintervene in such matters, but if the government declines intervention, the\n\nwhistleblower may still proceed with the litigation on the government’s behalf.\n\nPenalties for violating the FCA include payment of up to three times the actual\n\ndamages sustained by the government, plus substantial per-claim statutory\n\npenalties, as well as possible exclusion from participation in federal healthcare\n\nprograms.\n\nVarious states have enacted similar laws modeled after the FCA that apply to\n\nitems and services reimbursed under Medicaid and other state healthcare\n\nprograms, and, in several states, such laws apply to claims submitted to any\n\npayor, including commercial insurers.\n\nThere is also a federal criminal false claims statute that prohibits, in pertinent\n\npart, the making or presentation of a false claim, knowing such claim to be\n\nfalse, to any person or officer in the civil, military, or naval service or any\n\ndepartment or agency thereof. Potential penalties for violating this statute\n\ninclude fines or imprisonment.\n\nHealthcare Fraud and False Statements\n\nThe federal healthcare fraud statute criminalizes, in pertinent part, knowingly\n\nand willfully defrauding a healthcare benefit program, which is defined to\n\ninclude commercial insurers. A violation of this statute may result in fines,\n\nimprisonment, or exclusion from participation in federal healthcare programs.\n\nThe federal criminal statute prohibiting false statements relating to healthcare\n\nmatters prohibits, in pertinent part, knowingly and willfully (i) falsifying,\n\nconcealing, or covering up a material fact, or (ii) making a materially false,\n\nfictitious, or fraudulent statement or representation, or making or using any\n\nmaterially false writing or document knowing that writing or document to\n\ncontain any materially false, fictitious, or fraudulent statements, in connection\n\nwith the delivery of or payment for healthcare benefits, items, or services. This\n\nstatute also applies to healthcare benefit programs. A violation of this statute\n\nmay result in fines or imprisonment.\n\nCivil Monetary Penalties Law\n\nThe federal Civil Monetary Penalties Law (CMP Law) prohibits, among other\n\nthings, (1) the offering or transfer of remuneration to a beneficiary of Medicare\n\nor a state healthcare program if the person knows or should know it is likely to\n\ninfluence the beneficiary’s selection of a particular provider, practitioner, or\n\nsupplier of services reimbursable by Medicare or a state healthcare program,\n\nunless an exception applies; (2) employing or contracting with an individual or\n\nentity that the provider knows or should know is excluded from participation in\n\na federal healthcare program; (3) billing for services requested by an\n\nunlicensed physician or an excluded provider; and (4) billing for medically\n\nunnecessary services. The potential penalties for violating the CMP Law include\n\nexclusion from participation in federal healthcare programs, substantial fines,\n\nand payment of up to three times the amount billed, depending on the nature of\n\nthe offense.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 212\n\nGovernment Regulations\n\nPhysician Payments Sunshine Act\n\nThe federal Physician Payments Sunshine Act (Sunshine Act) imposes reporting\n\nrequirements on manufacturers of certain devices, drugs, biologics, and\n\nmedical supplies for which payment is available under Medicare, Medicaid, or\n\nthe Children’s Health Insurance Program (CHIP), with certain exceptions.\n\nManufacturers to which the Sunshine Act applies must collect and report\n\nannually certain data on certain payments and transfers of value by them (and\n\nin some cases their distributors) to physicians, teaching hospitals, and certain\n\nadvanced non-physician healthcare practitioners, as well as ownership and\n\ninvestment interests held by physicians and their immediate family members.\n\nThe reporting program (known as the Open Payments program) is administered\n\nby CMS.\n\nThere are also an increasing number of state “sunshine” laws that require\n\nmanufacturers to provide reports to state governments on pricing and marketing\n\ninformation. Several states have enacted legislation requiring manufacturers,\n\nincluding medical device companies to, among other things, establish\n\nmarketing compliance programs, file periodic reports with the state, make\n\nperiodic public disclosures on sales and marketing activities, and to prohibit or\n\nlimit certain other sales and marketing practices.\n\nFailure to comply with the Sunshine Act or state equivalents could result in civil\n\nmonetary penalties, among other sanctions, depending upon the nature of the\n\nviolation.\n\nForeign Corrupt Practices Act\n\nDespite extensive procedures to ensure compliance, we may also be exposed\n\nto liabilities under the U.S. Foreign Corrupt Practices Act (FCPA), which\n\ngenerally prohibits companies and their intermediaries from making corrupt\n\npayments to foreign officials for the purpose of obtaining or maintaining\n\nbusiness or otherwise obtaining favorable treatment, and requires companies to\n\nmaintain adequate record-keeping and internal accounting practices to\n\naccurately reflect the transactions of the company. We are also subject to a\n\nnumber of other laws and regulations relating to money laundering,\n\ninternational money transfers and electronic fund transfers. These laws apply to\n\ncompanies, individual directors, officers, employees and agents.\n\nEnvironment, Health and Safety\n\nWe are subject to laws and regulations related to the protection of the\n\nenvironment, the health and safety of our employees and the handling,\n\ntransportation and disposal of medical specimens, infectious and hazardous\n\nwaste and radioactive materials. For example, the U.S. Occupational Safety\n\nand Health Administration (OSHA) has established extensive requirements\n\nrelating specifically to workplace safety for healthcare employers in the United\n\nStates. This includes requirements to develop and implement multi-faceted\n\nprograms to protect workers from exposure to blood-borne pathogens, such as\n\nHIV and hepatitis B and C, including preventing or minimizing any exposure\n\nthrough needle stick injuries. For purposes of transportation, some biological\n\nmaterials and laboratory supplies are classified as hazardous materials and are\n\nsubject to regulation by one or more of the following agencies: the U.S.\n\nDepartment of Transportation, the U.S. Public Health Service, the U.S. Postal\n\nService and the International Air Transport Association. The U.S. Environmental\n\nProtection Agency (EPA) has also promulgated regulations setting forth\n\nimportation, labelling, and registration requirements, among others, which may\n\napply to certain products and/or establishments of the company.\n\nRest of the World Regulation\n\nIn addition to regulations in the United States and the EU, we are subject to a\n\nvariety of regulations governing clinical studies and commercial sales and\n\ndistribution of molecular testing instruments, consumables and digital solutions\n\nin other jurisdictions around the world. These laws and regulations typically\n\nrequire the licensing of manufacturing facilities, as well as controlled research,\n\ntesting and governmental authorization of product candidates. Additionally,\n\nthey may require adherence to good manufacturing, clinical and laboratory\n\npractices.\n\nWe must obtain marketing authorization from regulatory authorities in all\n\ncountries where we distribute our products. The requirements governing the\n\nconduct of product authorization, pricing and reimbursement vary greatly from\n\ncountry to country. If we fail to comply with applicable regulatory requirements,\n\nwe may be subject to, among other things, fines, suspension or withdrawal of\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 213\n\nGovernment Regulations\n\nregulatory authorizations, product recalls, seizure of products, operating\n\nrestrictions, or criminal prosecution.\n\nReimbursement\n\nUnited States\n\nIn the United States, payments for diagnostic tests come from several sources,\n\nincluding commercial insurers (which might include health maintenance\n\norganizations and preferred provider organizations); government healthcare\n\nprograms (such as Medicare or Medicaid); and, in many cases, the patients\n\nthemselves. For many years, federal and state governments in the United States\n\nhave pursued methods to reduce the cost of healthcare delivery. For example,\n\nin 2010, the United States enacted major healthcare reform legislation known\n\nas the Patient Protection and Affordable Care Act (ACA). Such changes have\n\nhad, and are expected to continue to have, an impact on our business.\n\nIn addition, in August 2011, the Budget Control Act of 2011, among other\n\nthings, created measures for spending reductions by Congress. A Joint Select\n\nCommittee on Deficit Reduction, tasked with recommending a targeted deficit\n\nreduction of at least $1.2 trillion for the years 2013 through 2021, was unable\n\nto reach required goals, thereby triggering the legislation’s automatic reduction\n\nto several government programs. This includes aggregate reductions of\n\nMedicare payments to providers up to 2% per fiscal year, and, due to\n\nsubsequent legislative amendments, will remain in effect through 2032 unless\n\nadditional Congressional action is taken.\n\nWe frequently identify value propositions on our products and communicate\n\nthem to payors, providers, and patient stakeholders and attempt to positively\n\nimpact coverage, coding and payment pathways. However, we have no direct\n\ncontrol over payor decisions with respect to coverage and payment levels for\n\nour products. The manner and level of reimbursement may depend on the site\n\nof care, the procedure(s) performed, the final patient diagnosis, the device(s)\n\nand/or drug(s) utilized, the available budget, or a combination of these factors,\n\nand coverage and payment levels are determined at each payor’s discretion.\n\nChanges in reimbursement levels or methods may positively or negatively affect\n\nsales of our products in any given country for any given product. At QIAGEN,\n\nwe work with several specialized reimbursement consulting companies and\n\nmaintain regular contact with payors.\n\nAs government programs seek to expand healthcare coverage for their citizens,\n\nthey have at the same time sought to control costs by limiting the amount of\n\nreimbursement they will pay for particular procedures, products or services.\n\nMany third-party payors have developed payment and delivery mechanisms to\n\nsupport cost control efforts and to focus on paying for quality. Such mechanisms\n\ninclude payment reductions, pay-for-performance metrics, quality-based\n\nperformance payments, restrictive coverage policies, studies to compare\n\neffectiveness and patient outcomes, and technology assessments. These\n\nchanges have increased emphasis on the delivery of more cost-effective and\n\nquality-driven healthcare.\n\nCode Assignment\n\nIn the United States, a third-party payor's decisions regarding coverage and\n\npayment are impacted, in large part, by the specific Current Procedural\n\nTerminology (CPT) code used to identify a test. The American Medical\n\nAssociation (AMA) publishes the CPT, which identifies codes, along with\n\ndescriptions, for reporting medical services and procedures. The purpose of the\n\nCPT is to provide a uniform language that accurately describes medical,\n\nsurgical, and diagnostic services and thereby to ensure reliable nationwide\n\ncommunication among healthcare providers, patients, and third-party payors.\n\nCMS uses its own Healthcare Common Procedure Coding System (HCPCS)\n\ncodes for medical billing and reimbursement purposes. Level I HCPCS codes\n\nare comprised of current CPT codes, while Level II HCPCS codes primarily\n\nrepresent non-physician services and Level III HCPCS codes are local codes\n\ndeveloped by Medicaid agencies, Medicare contractors and commercial\n\ninsurers. Proprietary Laboratory Analyses (PLA) Codes are an addition to the\n\nCPT® code set approved by the AMA CPT® Editorial Panel. They are alpha-\n\nnumeric CPT codes with a corresponding descriptor for laboratories or\n\nmanufacturers that want to more specifically identify their test.\n\nA manufacturer of in vitro diagnostic kits or a provider of laboratory services\n\nmay request establishment of a Category I CPT code for a new product or a\n\nPLA Code or both. In addition, Z-Code identifiers are unique five-character\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 214\n\nGovernment Regulations\n\nalphanumeric codes associated with a specific molecular diagnostic test. When\n\na claim is submitted to a payor for molecular diagnostic testing, it includes the\n\nassociated CPT code and, if required, the applicable Z-Code identifier.\n\nAssignment of a specific CPT code can facilitate but does not guarantee routine\n\nprocessing and payment for a diagnostic test by both commercial insurers and\n\ngovernment payors.\n\nThe AMA has specific procedures for establishing a new CPT code and, if\n\nappropriate, for modifying existing nomenclature to incorporate a new test into\n\nan existing code. If the AMA concludes that a new code or modification of\n\nnomenclature is unnecessary, the AMA will inform the requestor how to use one\n\nor more existing codes to report the test.\n\nWhile the AMA's decision is pending, billing and collection may be sought\n\nunder an existing, non-specific CPT code (among other existing CPT codes). A\n\nmanufacturer or provider may also decide not to request assignment of a CPT\n\ncode and instead use an existing, non-specific (or other) CPT code (or codes)\n\nfor reimbursement purposes. However, use of non-specific codes may result in\n\nmore frequent denials and/or requests for supporting clinical documentation\n\nfrom the third-party payor and in lower reimbursement rates, which may vary\n\nbased on geographical location.\n\nCMS reimbursement rates for clinical diagnostic tests are defined by CPT and\n\nHCPCS codes in the Clinical Laboratory Fee Schedule (CLFS). In 2012, the\n\nAMA added 127 new CPT codes for molecular pathology services that became\n\neffective on January 1, 2013. These new CPT codes are biomarker specific and\n\nwere designed to replace the previous methodology of billing for molecular\n\npathology testing, which involved “stacking” a series of non-biomarker-specific\n\nCPT codes together to describe the testing performed. CMS issued final national\n\nreimbursement amounts for the new CPT codes in November 2013. These\n\nfederal reimbursement amounts are widely acknowledged to be lower than the\n\nreimbursement obtained by the now outdated “stacking” method, but\n\ncommercial insurers and Medicare contractors are still in the process of\n\nsolidifying their coverage and reimbursement policies for the testing described\n\nby these new CPT codes.\n\nAs of January 1, 2018, in accordance with the Protecting Access to Medicare\n\nAct of 2014 (PAMA), applicable laboratories are required to report to CMS\n\ncommercial insurer payment rates and volumes for their tests. CMS uses the\n\ndata reported and the HCPCS code associated with the test to calculate a\n\nweighted median payment rate for each test, which is used to establish revised\n\nMedicare CLFS reimbursement rates for certain clinical diagnostic laboratory\n\ntests (CDLTs), subject to certain phase-in limits. For a CDLT that is assigned a\n\nnew or substantially revised CPT code, the initial payment rate is assigned\n\nusing the gap-fill methodology.\n\nIf the test at issue falls into the category of new advanced diagnostic laboratory\n\ntest (ADLT) instead of CDLT, the test will be paid based on an actual list charge\n\nfor an initial period of three quarters, before being shifted to the weighted\n\nmedian commercial insurer rate reported by the laboratory performing the\n\nADLT. Laboratories offering ADLTs are subject to recoupment if the actual list\n\ncharge exceeds the weighted median private payor rate by a certain amount.\n\nSince December 2019, Congress has passed a series of laws to modify\n\nPAMA’s statutory requirements related to the data reporting period and phase-\n\nin of payment reductions under the CLFS for CDLTs that are not ADLTs. Most\n\nrecently, the Consolidated Appropriations Act of 2026 (Pub. L. 119-75,\n\nenacted February 3, 2026) further delayed the reporting requirement as well as\n\nthe application of the 15 percent phase-in reduction. Under these statutory\n\nprovisions, the next data reporting period for CDLTs that are not ADLTs will be\n\nMay 1, 2026 through July 31, 2026, and will be based on the most recent\n\ndata collection period of January 1, 2025 through June 30, 2025. After this\n\ndata reporting period, the three-year data reporting cycle for these tests will\n\nresume (e.g., 2029, 2032, etc.).\n\nThis same series of laws passed since December 2019 also modified the phase-\n\nin of payment reductions resulting from private payor rate implementation so\n\nthat a 0.0 percent reduction limit was applied for calendar years 2021 through\n\n2026, as compared to the payment amounts for a test the preceding year. The\n\nConsolidated Appropriations Act of 2026 further applied a 0.0 reduction limit\n\nfor calendar year 2026. As a result, payment may not be reduced by more\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 215\n\nGovernment Regulations\n\nthan 15 percent per year for calendar years 2027, 2028, and 2029, as\n\ncompared to the payment amount established for a test the prior year.\n\nCMS’s methodology under PAMA (as well as the willingness of commercial\n\ninsurers to recognize the value of diagnostic testing and pay for that testing\n\naccordingly) renders commercial insurer payment levels even more significant.\n\nThis calculation methodology has resulted in significant reductions in\n\nreimbursement, even though CMS imposed caps on those reductions. Given the\n\nmany uncertainties built into PAMA’s price-setting process, it is difficult to\n\npredict how payments made by CMS under the CLFS may change from year to\n\nyear.\n\nCoverage Decisions\n\nWhen deciding whether to cover a particular diagnostic test, third-party payors\n\ngenerally consider whether the test is a medically necessary and, if so, whether\n\nthe test will directly impact clinical decision making. For coverage, the testing\n\nmethod should be considered scientifically valid to identify the specific gene\n\nbiomarker or gene mutation, and must have been demonstrated to improve\n\nclinical outcomes for the patient’s condition. Coverage of a drug therapy and\n\nits companion diagnostic for cancer treatment indications may be validated by\n\na NCCN category 1, 2A or 2B recommendation. However, most third-party\n\npayors do not cover experimental services. Coverage determinations are often\n\ninfluenced by current standards of practice and clinical data, particularly at the\n\nlocal level. CMS has the authority to make coverage determinations on a\n\nnational basis, but most Medicare coverage decisions are made at the local\n\nlevel by contractors that administer the Medicare program in specified\n\ngeographic areas. Commercial insurers and government payors have separate\n\nprocesses for making coverage determinations, and commercial insurers may or\n\nmay not follow Medicare's coverage decisions. If a third-party payor has a\n\ncoverage determination in place for a particular diagnostic test, billing for that\n\ntest must comply with the established policy. Otherwise, the third-party payor\n\nmakes reimbursement decisions on a case-by-case basis.\n\nPayment\n\nPayment for covered diagnostic tests is determined based on various\n\nmethodologies, including prospective payment systems and fee schedules. In\n\naddition, commercial insurers may negotiate contractual rates with participating\n\nproviders, establish fee schedule rates, or set rates as a percentage of the billed\n\ncharge. Diagnostic tests furnished to Medicare inpatients generally are included\n\nin the bundled payment made to the hospital under Medicare's Inpatient\n\nProspective Payment System, utilizing Diagnosis Related Groups (DRGs)\n\ndepending on the patient’s condition. Payment rates for diagnostic tests\n\nfurnished to Medicare beneficiaries in outpatient settings are the lesser of the\n\namount billed, the local fee for a geographic area, or a national limit. Each\n\nyear, the fee schedule is updated for inflation and could be modified by\n\nCongress in accordance with the CLFS rules and provisions. Medicaid\n\nprograms generally pay for diagnostic tests based on a fee schedule, but\n\nreimbursement varies by geographic region.\n\nEuropean Union\n\nIn the European Union, the reimbursement mechanisms used by private and\n\npublic health insurers vary by country. For the public systems, reimbursement is\n\ndetermined by guidelines established by the legislator or responsible national\n\nauthority. As elsewhere, inclusion in reimbursement catalogues focuses on the\n\nmedical usefulness, need, quality and economic benefits to patients and the\n\nhealthcare system. Acceptance for reimbursement comes with cost, use and\n\noften volume restrictions which, again, can vary by country.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 216\n\nExchange Controls\n\nThere are currently no limitations, either under the laws of the Netherlands or in\n\nour Articles of Association, to the rights of shareholders from outside the\n\nNetherlands to hold or vote Common Shares. Under current foreign exchange\n\nregulations in the Netherlands, there are no material limitations on the amount\n\nof cash payments that we may remit to residents of foreign countries.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 217\n\nDocuments on Display\n\nDocuments referred to in this Annual Report may be inspected at our principal\n\nexecutive office located at Hulsterweg 82, 5912 PL Venlo, The Netherlands.\n\nWe file reports, including annual reports on Form 20-F, furnish periodic reports\n\non Form 6-K and other information with the SEC, pursuant to the rules and\n\nregulations of the SEC that apply to foreign private issuers. The SEC maintains\n\nan Internet site at www.sec.gov that contains reports, proxy and information\n\nstatements, and other information regarding issuers that file electronically with\n\nthe SEC, from which the public may obtain any materials the Company files\n\nwith the SEC. The address of the SEC’s website is provided solely for\n\ninformation purposes and is not intended to be an active link.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 218\n\nControls and Procedures\n\nDisclosure Controls and Procedures\n\nOur Managing Directors, with the assistance of other members of management,\n\nperformed an evaluation of the effectiveness of the design and operation of our\n\ndisclosure controls and procedures, as that term is defined in Rules 13a-15(e)\n\nand 15d-15(e) of the Securities Exchange Act of 1934, as amended, within 90\n\ndays of the date of this Annual Report. Based on that evaluation, they\n\nconcluded that, as of December 31, 2025, our disclosure controls and\n\nprocedures were effective to ensure that information required to be disclosed by\n\nus in the reports that we file or submit under the Exchange Act: (1) is recorded,\n\nprocessed, summarized and reported within the time periods specified in the\n\nSEC’s rules and forms, and (2) is accumulated and communicated to our\n\nmanagement, including our Managing Directors, as appropriate to allow timely\n\ndecisions regarding required disclosure.\n\nThere are inherent limitations to the effectiveness of any system of disclosure\n\ncontrols and procedures, no matter how well designed, such as the possibility\n\nof human error and the circumvention or overriding of the controls and\n\nprocedures. Therefore, even those systems determined to be effective may not\n\nprevent or detect misstatements and can provide only reasonable assurance of\n\nachieving their control objectives. In addition, any determination of\n\neffectiveness of controls is not a projection of any effectiveness of those controls\n\nto future periods, as those controls may become inadequate because of\n\nchanges in conditions or that the degree of compliance with the policies or\n\nprocedures may deteriorate.\n\nReport of Management on Internal Control over Financial\n\nReporting\n\nOur management is responsible for establishing and maintaining adequate\n\ninternal control over financial reporting as defined in Rules 13a-15(f) and\n\n15d-15(f) under the Securities Exchange Act of 1934, as amended. The\n\nCompany’s system of internal controls over financial reporting is designed to\n\nprovide reasonable assurance regarding the reliability of financial reporting\n\nand the preparation of the consolidated financial statements in accordance with\n\ngenerally accepted accounting principles.\n\nBecause of its inherent limitations, internal control over financial reporting may\n\nnot prevent or detect misstatements and, even when determined to be effective,\n\ncan provide only reasonable assurance with respect to financial statement\n\npreparation and presentation. Projections of any evaluation of effectiveness to\n\nfuture periods are subject to the risk that controls may become inadequate\n\nbecause of changes in conditions or that the degree of compliance with the\n\npolicies or procedures may deteriorate.\n\nOur management assessed the effectiveness of the Company’s internal control\n\nover financial reporting as of December 31, 2025. In making this assessment,\n\nmanagement used the criteria set forth in 2013 by the Committee of Sponsoring\n\nOrganizations of the Treadway Commission (COSO) in the Internal Control-\n\nIntegrated Framework.\n\nBased on our assessment under the COSO Internal Control-Integrated\n\nFramework, management believes that, as of December 31, 2025, our internal\n\ncontrol over financial reporting is effective. Management’s assessment of and\n\nconclusion on the effectiveness of internal control over financial reporting did\n\nnot include the internal controls of Parse Biosciences, Inc. which is included in\n\nthe 2025 consolidated financial statements of QIAGEN N.V. and Subsidiaries\n\nand constituted 4.59% of total assets as of December 31, 2025 and 0.33% of\n\nrevenues for the year then ended. Securities and Exchange Commission\n\nguidelines permit companies to exclude acquisitions from their assessment of\n\ninternal control over financial reporting during the first year following an\n\nacquisition.\n\nAttestation Report of the Independent Registered Public\n\nAccounting Firm\n\nEY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, the independent\n\nregistered public accounting firm that audited our consolidated financial\n\nstatements prepared in accordance with U.S. generally accepted accounting\n\nprinciples (GAAP) as of and for the year ended December 31, 2025, has also\n\naudited the effectiveness of the Company's internal control over financial\n\nreporting as of December 31, 2025. Its reports are included in this Annual\n\nReport on Form 20-F beginning on page [91](#i3aa25a95177c463e85a564d4fb90a601_160).\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 219\n\nControls and Procedures\n\nChanges in Internal Control over Financial Reporting\n\nThere has been no change in our internal control over financial reporting\n\nduring 2025 that has materially affected, or is reasonably likely to materially\n\naffect, our internal control over financial reporting.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 220\n\nDisclosure pursuant to Section 219 of the Iran\n\nThreat Reduction & Syria Human Rights Act (ITRA)\n\nQIAGEN is a global leader in Sample to Insight solutions that transform\n\nbiological samples into valuable molecular insights. QIAGEN GmbH, our\n\nsubsidiary located in Hilden, Germany, has conducted limited business with\n\ncertain Iranian and Syrian entities consisting of sales for our consumables and\n\ninstrumentation products. In 2025, sales to Iran totaled $1.2 million, or\n\napproximately 0.06% of our consolidated net sales, and were primarily for\n\nconsumables labelled for use in diagnostic testing for tuberculosis\n\n(QuantiFERON tests) and the detection of amniotic fluid (AmniSure ROM test).\n\nThese transactions were processed through two distributors and under general\n\nlicense by the Office of Foreign Assets Control (OFAC) for Medicine and\n\nMedical Devices and in compliance with German and European Union customs\n\nregulations and do not include any products that are “dual-use” products or\n\nproducts requiring special clearance from the German customs authorities.\n\nU.S. affiliates, or foreign affiliates controlled by U.S. affiliates, are not involved\n\nin these sales activities, and we have not knowingly conducted a transaction or\n\ndealt with a person or entity subject to specific U.S. economic sanctions. We\n\nare continuously evaluating such activities in light of the evolving regulatory\n\nenvironment.\n\nQIAGEN N.V. | Financial Report 2025\n\n[Management Report](#i3aa25a95177c463e85a564d4fb90a601_88)\n\n[Corporate Governance](#i3aa25a95177c463e85a564d4fb90a601_103)\n\n[Financial Statements](#i3aa25a95177c463e85a564d4fb90a601_157)\n\n[Appendices](#i3aa25a95177c463e85a564d4fb90a601_325)\n\nPage 221\n\nReference Table Form 20-F\n\nItem\n\nForm 20-F Caption\n\nSection\n\nLocation in this Document\n\nPage\n\nPart I"}