{"url_path":"/sec/tech/8-k/2026-06-26/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/842023/0001999371-26-013527-index.html","accession_number":"0001999371-26-013527","cik":"0000842023","ticker":"TECH","issuer_name":"BIO-TECHNE Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/842023/0001999371-26-013527-index.html","primary_entity_key":"0000842023","primary_entity_name":"BIO-TECHNE Corp"},"word_count":451,"has_tables":true,"body_markdown":"**Item 5.02.**\n**Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n** **\n\nOn June 23, 2026, in connection with the contemplated\nMerger, the Compensation Committee of the Board (the “**Compensation Committee**”) approved cash retention bonus\nawards to each of the Company’s current named executive officers pursuant to retention agreements (the “**Retention\nAgreements**”) in order to encourage the Company’s named executive officers to remain with the Company and motivate\ntheir continued strong performance until the Effective Time. The Retention Agreements became effective only upon the execution of the\nMerger Agreement.\n\nThe Compensation Committee approved the\nfollowing lump sum cash bonus amounts (the “**Retention Bonuses**”) payable to the Company’s named\nexecutive officers under the Retention Agreements: Kim Kelderman – $2,120,976; Jim Hippel – $1,541,510; William Geist\n– $1,161,014; Shane Bohnen – $971,097; and Steve Crouse – $910,263. The Retention Agreements provide that the\nRetention Bonuses will become payable to the named executive officers on the earlier to occur of (i) the date on which the Effective\nTime occurs and (ii) the date on which the Merger Agreement is terminated in accordance with its terms (the earlier to occur, the\n“**Vesting Date**”); provided that the officer remains employed through such Vesting Date or experiences an\nearlier termination of employment by the Company or an applicable affiliate without cause (as defined in the Retention Agreements)\nor as a result of the officer’s death or disability (each, a “**Qualifying Termination**”). Payment of\nthe Retention Bonus is also subject to the officer’s timely execution of a release of claims in a form provided by the\nCompany.\n\n   \n\n \n\nIn addition to the payment of the\nRetention Bonuses described above, the Retention Agreements also provide that if the applicable officer either (i) remains employed\nby the Company or one of its affiliates through the date on which the Effective Time occurs or (ii) experiences an earlier\nQualifying Termination, and if it is determined that certain payments provided to the officer would be subject to an excise tax\npursuant to Section 4999 of the Internal Revenue Code of 1986, as amended, then, subject to certain exceptions, the officer will be\nentitled to receive an additional cash gross-up payment equal to the sum of such excise tax payment (and related penalties and\ninterest, if applicable) payable by the officer, plus an amount such that the officer will, after payment of all taxes and related\ninterest and penalties, be in the same after-tax position as if the excise tax (and related interest and penalties) had not been\nincurred. Notwithstanding the foregoing, the named executive officers will not be entitled to receive this gross-up benefit if the\nMerger Agreement is terminated in accordance with its terms."}