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QLogo_Primary_RGB_White.svg
QIAGEN N.V.
IFRS Annual Report
2025
Table of Contents
The sections Business and Operating Environment,
Financial and Share performance, Corporate
Governance, Responsibility Statement of the Managing
Board, and Sustainability Statement, together form the
Management Report within the meaning of article 2:391
of the Dutch Civil Code.
KentieDesign_QIAGEN_AR25_Section-Management-Report.jpg
Company overview
QIAGEN is a leading global provider of Sample to Insight solutions, enabling
customers to extract and gain valuable molecular insights from samples
containing the building blocks of life. Our Sample technologies isolate and
process DNA (deoxyribonucleic acid), RNA (ribonucleic acid) and proteins
from blood, tissue and other materials. Assay technologies prepare these
biomolecules for analysis while bioinformatics software and knowledge bases
can be used to interpret data to find actionable insights. Automation solutions
bring these processes together into seamless and cost-effective workflows. We
serve over 500,000 customers globally in Life Sciences (academia, pharma
research and development, industrial applications, primarily forensics) and
molecular diagnostics for clinical healthcare. As of December 31, 2025, we
employed approximately 5,700 people in over 35 locations worldwide.
QIAGEN was founded in 1984 and began operations in 1986 as a pioneer in
the emerging biotechnology sector with a revolutionary method that
standardized and accelerated the extraction and purification of nucleic acids
from biological samples, which means any material containing DNA, RNA or
proteins. As molecular biology and genomic knowledge has grown to influence
many areas of daily life, we have expanded to serve the full spectrum of market
needs while developing new instruments, consumables and digital solutions,
partnering with researchers and pharmaceutical companies, and acquiring
companies and technologies that best complement our portfolio. We continue
to accelerate our portfolio growth and increase our efficiency and effectiveness
while also enhancing our customer experience, our corporate citizenship and
our position as an employer of choice.
Our growth has been funded through internally generated funds as well as
through debt offerings in recent years. 
Our Global Shares are listed on the New York Stock Exchange under the ticker
symbol QGEN and on the Frankfurt Stock Exchange as QIA.
QIAGEN N.V. is the holding company for more than 60 consolidated
subsidiaries, many of which have the primary function of distributing our
products and services on a regional basis. Certain subsidiaries also have
research and development or production activities. The Company is registered
under its commercial and legal name QIAGEN N.V. with the trade register
(kamer van koophandel) of the Dutch region Limburg Noord under file number
12036979. QIAGEN N.V. is incorporated under Dutch law as a public limited
liability company (naamloze vennootschap) and is organized as a holding
company. Our principal executive office is located at Hulsterweg 82, 5912 PL
Venlo, The Netherlands, and our telephone number is +31-77-355-6600.
Further information on QIAGEN can be found at www.qiagen.com. The
U.S. Securities and Exchange Commission (SEC) website at www.sec.gov
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. Information contained in,
or that can be accessed through, our website is not a part of, and shall not be
incorporated by reference into, this Annual Report. We have included our
website address in this document solely as an inactive textual reference. We file
our IFRS annual report (in accordance with EU-IFRS and Dutch law) with the
AFM, including the register that the AFM maintains.
Our business
QIAGEN provides samp le and assay technologies that enable customers to
extract, detect and interpret molecular information from biological samples.
From decoding DNA to accelerating life-saving breakthroughs, our vision is
simple: to make improvements in life possible. We create value by offering
integrated workflows that combine consumables with instruments, automation
and bioinformatics. This approach allows customers to standardize research
and molecular testing and generate actionable insights across applications
faster, better and more efficiently.
Our strategy is anchored by a commitment to deliver solid profitable growth by
focusing our resources on a group of pillars that represented $1.5 billion in
sales, approximately 72% of sales, in 2025 and that are expected to reach
combined annual sales of approximately $2 billion by 2028. We are aligning
our investments within these pillars to maximize sales in proven high-growth
markets.
The pillars involve three product groups where QIAGEN is developing
leadership positions: the digital PCR (Polymerase Chain Reaction) platform
QIAcuity, the clinical PCR syndromic testing solution QIAstat-Dx and the
QIAGEN Digital Insights portfolio of bioinformatics solutions for improved
analysis and interpretation of complex genomic data. Additionally, two pillars
involve product groups where QIAGEN has strong top positions and where we
want to consolidate our leadership: Sample technologies that are used to gain
access to DNA and RNA from a biological sample and the QuantiFERON
technology platform for latent disease detection, best known for its use in
detecting latent tuberculosis (TB).
We classify our products into two main categories: consumables and related
revenues; and instruments and related services. Global Presence by Product
Category and Geographic Market and QIAGEN Product Groups provide
additional details
We manufacture our products at facilities in the United States, Europe and
China. In China, products are primarily made for the local market. For more
information about our manufacturing sites, please refer to the Description of
Property section.
Our commercial teams are organized into specialized groups across three
major regions: Americas; Europe, Middle East and Africa (EMEA); and Asia
Pacific and Japan (including China). In certain markets, we also work with third-
party distributors to extend our reach. For more information, please refer to the
Sales and Marketing section. Details about our employees can be found in the
Employees section.
QIAGEN operates a centralized distribution network with regional hubs
responsible for local logistics.
Building a sustainable business
Our products support scientific progress and healthcare by enabling molecular
insights that can contribute to improved decision-making and patient outcomes
worldwide. We are committed to sustainable business practices integrating
stakeholder perspectives—including those of customers, employees, regulators
and public authorities, suppliers and shareholders—into relevant aspects of our
operations.
Our sustainability policy outlines key principles and responsibilities for
QIAGEN employees regarding environmental, social and governance (ESG)
matters, reflecting our commitment to a more sustainable future. Oversight of
sustainability is provided by the Supervisory Board, through its Nomination &
Governance Committee. The Managing Board is responsible for integrating
sustainability into strategy, and works with the Executive Committee on
operational execution.
Our targets and actions address priorities such as reducing the use of plastic
and advancing environment-friendly product solutions; lowering emissions
across our operations and supply chain; and working with suppliers to promote
environmental and social responsibility. Through these initiatives, we aim to
embed sustainability considerations across our business activities and product
life cycle.
Global presence
Value chain
Value is created across QIAGEN’s value chain through innovation in sample
and assay technologies, high-quality manufacturing and regulatory-compliant
Global presence with a focus on the most
attractive developed and emerging markets
supply. As part of its business model, QIAGEN integrates post‑market
surveillance into the life-cycle management of its products. The ongoing
monitoring of product performance supports the early identification of
quality‑related risks, underpins regulatory compliance across markets, and
Global-Presence-15.svg
helps maintain trust in QIAGEN’s solutions among customers, patients and end
users. These efforts are supported by commercial execution and global
distribution capabilities. Our research and development are carried out within
manufacturing entities and specialized R&D centers. Manufacturing sites source
raw materials and semi-finished products from affiliated entities and
independent third parties to support the production of QIAGEN consumables,
instruments and related solutions. Sales to end customers are managed through
local sales subsidiaries and, in certain markets, third-party distributors. A
centralized distribution network connects manufacturing entities with local sales
organizations, supported by two global distribution hubs that consolidate
demand and optimize supply logistics.
Our products serve more than 500,000 customers across the continuum from
Life Sciences (academia, pharmaceutical R&D and applied testing) to molecular
diagnostics (clinical healthcare). QIAGEN operates globally, with significant
Our key sites
Venlo, Global HQ
Global-Presence-18.svg
Hilden, EMEA HQ
Global-Presence-20.svg
Germantown, Americas HQ
Global-Presence-17.svg
Shanghai, China HQ
Global-Presence-19.svg
Singapore, Asia HQ
Global presence
markets in the Americas, Europe, Middle East, Africa (EMEA), Asia Pacific and
Delivering products to
>160 countries
Japan (including China).
Direct sales in
>40 countries
Value_Chain.svg
Downstream
Upstream
Our
operations
Procurement
Sales to >500,000 customers
in >160 countries
Sales entities in EMEA, APAC
and Americas
Raw materials
R&D services and in-licensing
Finished goods
Logistical and warehousing services
Semi-finished goods
IT and other services
~5,700 QIAGENers across all EC functions
Manufacturing in EMEA, Americas and APAC regions
Consumables
Instrumentation services
Instruments
Licensing (e.g., patents)
Bioinformatics
Research and Development
Consumables
Bioinformatics
(digital insights)
Instruments
Material topics
• Climate change
• Climate change
• Consumers and end-users
• Climate change
• Resource use and circular economy 
(e.g. resource inflows)
• Resource use and circular
economy (e.g., closing the
loop, waste management)
• Own workforce
– Working conditions
– Diversity and inclusion
– Occupational health and safety
• Resource use and circular economy 
(e.g. products, services, waste)
• Business conduct
• Business conduct
• Workers in the value chain
• Business conduct
• Workers in the value chain
• Consumers and end-users
Interests and views of our stakeholders
Understanding and addressing the interests and expectations of our
stakeholders is essential for our business strategy and long-term value creation.
In 2025, we actively engaged with stakeholders through various channels,
incorporating their insights into our materiality assessment, business processes
and capital allocation dialogue. These engagements supported decisions on
product portfolio priorities, operational improvements, transparency in external
reporting and the way we communicate our approach to profitable growth,
investment discipline and long-term shareholder value creation.
In particular, engagement with shareholders and the financial community
provided feedback not only on sustainability performance and governance, but
also on strategy execution, capital deployment priorities and the balance
between investing for future growth and maintaining financial discipline. This
dialogue helps us explain how we allocate resources to strategic growth pillars,
innovation, operational capabilities and other value-enhancing initiatives, while
maintaining a focus on returns, resilience and transparency. In accordance with
the Dutch Corporate Governance Code, our Stakeholder Engagement Policy is
available on our website.
Interests and views of our stakeholders
Stakeholders
How we engage
Why we engage
How we respond
Shareholders and the
financial community
• Quarterly reports and earnings calls, including
strategy and capital allocation updates
• Annual report and annual general meeting
communications, including long-term value
creation priorities
• Regular roadshows and investor calls on growth,
portfolio priorities and returns
• Investor relations website and related
shareholder communications
• Investor feedback
• Long-term shareholder value
creation
• Capital deployment to investment
priorities with highest returns
• Financial resilience
• Understanding investor
expectations toward sustainability
• Business conduct: attracting
responsible investors
• Clearer communication on long-term shareholder value creation
• Communication and execution of capital allocation priorities, including
strategic acquisitions, digital capabilities and growth pillar investments
• Communication of shareholder return actions, including the annual cash
dividend and synthetic share repurchase programs
• Stronger linkage between strategy, resource allocation and profitable
growth
• Increased transparency on sustainability performance
• ESG information embedded in internal and external communications
• Expanded CDP environmental reporting
Employees
• Strategic meetings: annual kick-offs and quarterly
feedback checks
• Reviews: one-on-one sessions and 180°
feedback
• Engagement: surveys, pulse checks, events and
webinars
• Trainings: management and regulatory sessions,
ESG awareness
• Foster performance culture
• Ensure highest health and safety
• Equal treatment and opportunities
for all
• Employee  development, training
and skills
• Annual employee survey results show QIAGEN as having a high-
performance culture
• Recognition of QIAGEN as top employer in several regions
• Local site action plans to enhance workplace culture
• Increased safety awareness
• Reduction in unstaffed positions
Stakeholders
How we engage
Why we engage
How we respond
Customers
• Surveys: customer satisfaction measurement
• Digital tools: web chat and 24/7 service portal
• Events: conferences, trade fairs, roadshows and
infotainment shows;  best practice sharing at our
facilities
• Engagement: bilateral meetings, production
tours, training, customer audits
• Sustainability: questionnaires and dedicated
webpage
• Strong ongoing customer
engagement and retention
• Ensure timely access to products
and services
• Support sustainable lab practices
and efficient waste management
• Incorporation of customer requirements into product and service
offering
• Expansion of product portfolio with increasing focus on sustainable
products and plastics reduction
• Service improvements, e.g., web chat functionalities and Net Promoter
Score (NPS) above internal benchmarks
• Lab waste treatment pilot
Suppliers
• Workshops on target costing design
• Risk assessment, strategic reviews, supplier days
• Best practice workshops, bilateral engagement,
joint initiatives, webinars with employees
• Supply chain security and risk
reduction
• Business conduct: responsible
sourcing standards
• Sustainability commitments
• Cost stability in challenging macroeconomic environment
• Mapped strategic supplier base to reduce supply risk and assess
sustainability factors
• Pilot projects on low-carbon solutions
General society and
local communities
• Collaboration with public health laboratories,
research and academic institutions around the
world
• Access to products and services:
enhancement of access to 
healthcare
• Laboratory infrastructure and capacity building to support pandemic
preparedness
• Response initiatives, local surveillance
• Development of new tools for pathogen detection
Banks and financial
institutions
• Mandatory reporting and information (e.g.,
annual report, non-financial reporting)
• Bilateral meetings
• Efficient financing costs
• Improvements in ESG ratings
• Reduced financing costs for debt offerings
• Favorable ESG performance-linked loan conditions
Economic environment
In 2025, global economic growth remained moderate, with the International
Monetary Fund (IMF) estimating real GDP growth of about 3%. Inflation eased
in many economies, supporting the start of monetary policy easing in some
markets, although underlying price pressures persisted in parts of the advanced
economies. Growth remained uneven, with advanced economies expanding by
around 1.5% and emerging market and developing economies growing at just
above 4%.
Economic activity continued to be influenced by elevated public and private
debt levels, trade policy uncertainty and geopolitical tensions, contributing to a
cautious operating environment across many sectors.
Industry environment
The Life Sciences and molecular diagnostics industries showed mixed conditions
in 2025. While demand growth continued in several application areas—
including oncology, infectious disease testing and biopharmaceutical research
—customer purchasing patterns remained uneven across regions. Companies
increasingly emphasized expanding the use of installed instrument platforms
and menu breadth to drive growth in clinical and research settings.
QIAGEN remained positioned to address these trends through its global
footprint and commercial scale, supported by key platforms such as QIAstat-Dx,
for which cumulative placements exceeded 5,200 instruments worldwide at
year-end 2025.
The addressable Life Sciences and molecular diagnostics segments are
estimated at about $12 billion in annual sales, with expectations for continued
single-digit growth.
QIAGEN products
Our leadership in molecular research and testing solutions leverages our
product portfolio across a wide range of applications. These are grouped into
two main categories:
• Consumables and related revenues, which include consumables kits,
bioinformatics solutions, royalties, co-development milestone payments and
services (90% of total net sales in 2025)
• Instruments and related services and contracts (10% of total net sales in
2025)
QIAGEN product groups
Sample technologies
Sample technologies represent one of our pillars and include products involved
in the first step of any molecular lab process.
20240212 Infographic.jpg
Selected biological samples
Tissue
Stool
Cells
Saliva
Blood
Other body
fluids
Serum
Bone
Plasma
Plants
Urine
Soil
Input demands
Processing
Target analytes
Low / high-volume
Manual
Genomic DNA
Low-quantity
Plasmid DNA
Tubes / plates
cfDNA
Input demands
Low-quantity
Automated
mRNA, rRNA
High-quantity
Low- to high-
miRNA
Tubes / plates
throughput systems
Circulating tumor
cells and proteins
Applications
Cloning
qPCR / dPCR
DNA
amplification
Sequencing 
/ NGS
Arrays
Liquid biopsy
Gene editing
Microbiome
Epigenetics
Gene silencing
Cellular
analytics
Proteomics
Our broad portfolio of Sample technologies includes consumables and
instruments used in sample collection, stabilization, storage, purification and
quality control. Some of our consumables are designed to run on our
instruments, while others are universal kits designed for use with any molecular-
testing platform. These products are used in research and applied testing
(forensics/human identification and food safety) in laboratories as well as
clinical testing.
Sample technologies
Selected QIAGEN brands
Primary Sample technology consumables
• Nucleic acid stabilization and purification kits designed for primary sample materials (DNA, RNA), manual and
automated processing for genotyping, gene expression, viral and bacterial analysis
• Mainly based on silica membrane and magnetic bead technologies
• QIAamp
• PAXgene
• AllPrep
• DNeasy
• QIAprep&amp
• RNeasy
• MagAttract
• QIAwave
Secondary Sample technology consumables
• Kits and components for purification of nucleic acids from secondary sample materials (e.g., gel, plasmid DNA)
• QIAprep
• QIAGEN Plasmid
• HiSpeed
• QIAquick
• QIAfilter
• EndoFree
• DyeEx
Sample technology instruments
• Instruments for nucleic acid purification, quality control and accessories
• QIAsymphony
• EZ2 Connect
• TissueLyser III
• QIAcube Connect
• EZ2 Connect MDx
• QIAcube HT
• QIAxcel Connect
• QIAcube Connect
MDx
• QIAsprint Connect
Diagnostic solutions
Diagnostic solutions include our molecular testing platforms and consumables,
covering two of our pillars with QuantiFERON and QIAstat-Dx. They also
include Precision Diagnostics, which comprises companion diagnostic co-
development revenues from projects with pharmaceutical companies, regulated
assays and solutions for laboratory-developed tests. Additional areas include
oncology and sexual and reproductive health for detection of various diseases
and for other laboratory processes.
Diagnostic solutions
Selected QIAGEN brands
Immune response consumables
• Interferon-Gamma Release Assay (IGRA) for latent TB testing
• Assays for post-transplant testing, viral load monitoring
• QuantiFERON
Oncology and sexual and reproductive health consumables
• Assays for analysis of genomic variants such as mutations, insertions, deletions and fusions
• Assays for prenatal testing and detection of sexually transmitted diseases and HPV
• therascreen
• AmniSure /
PartoSure
• ipsogen
• digene HC2
Sample to Insight instruments and dedicated assays
• One-step molecular analysis of hard-to-diagnose syndromes
• Fully integrated PCR testing
• QIAstat-Dx
• QIAstat-Dx Rise
PCR/Nucleic acid amplification
PCR/Nucleic acid amplification involves our research and applied PCR
solutions and components. The product group includes another of our pillars,
QIAcuity. We offer optimized solutions for end-point PCR, quantitative PCR and
digital PCR. Our kits, assays, instruments and accessories amplify and detect
targets and streamline workflow for virtually any application.
PCR/Nucleic acid amplification
Selected QIAGEN brands
Research PCR consumables
• Different generations of PCR, quantitative and digital PCR, reverse transcription and combinations (RT-PCR) kits for
analysis of gene expression, genotyping and gene regulation, running on QIAGEN or third-party instruments and
technologies
• QuantiTect
• OneStep RT-PCR
• OmniScript
• QIAcuity
• QIAGEN Multiplex
• miRCURY
• AllTaq
• GeneGlobe
• QuantiNova
• HotStarTaq
• UltraRun Long
Range
Human ID/Forensics assay consumables
• Short tandem repeat (STR) assays for human ID, additional assays for food contamination
• Investigator (human
ID / forensics)
PCR instruments
• Digital PCR solutions
• qPCR solutions
• QIAcuity
• Rotor-Gene Q
• QIAgility
• QIAcuityDx
OEM consumables
• Custom-developed and configured enzymes and PCR solutions that are sold to OEM customers
• Provided on an individualized contract basis
Genomics/NGS
This product group includes our universal next-generation sequencing (NGS)
solutions for use with any NGS sequencer as well as the full bioinformatics
portfolio offered by QIAGEN Digital Insights, which also represents one of our
pillars.
Genomics/NGS
Selected QIAGEN brands
Universal NGS consumables
• Predefined and custom NGS gene panels (DNA, RNA), library prep kits and components, whole genome
amplification, DNA methylation analysis, etc.
• Sequence-based assays for forensic genetic genealogy
• QIAseq
• GeneGlobe
• REPLI-g
• EpiTect
• ForenSeq
Kintelligence
QIAGEN Digital Insights solutions
• Bioinformatics solutions analyze and interpret data to deliver actionable insights from NGS. This includes
freestanding software or cloud-based solutions and is integrated into many QIAGEN consumables and instruments.
• QCI Secondary
Analysis
• QCI Interpret
• QCI Precision
• CLC Workbenches
• OmicSoft Lands
• Ingenuity Pathway
Analysis
• Biomedical
Knowledge Base
• HGMD
• HSMD
• PGXI
Other
Revenues from various sources, including protein biology products, royalties,
intellectual property and freight charges.
Principal markets
We sell our products to more than 500,000 customers in two broad customer
groups: molecular diagnostics (clinical testing) and Life Sciences (academia,
pharmaceutical research and development and applied testing).
At the end of 2025, our current total addressable market was estimated at
approximately $12 billion annually, with estimates indicating that this market
opportunity would grow about 4-6% annually through 2028.
Molecular diagnostics
The molecular diagnostics market includes healthcare providers engaged in
many aspects of patient care that require accurate diagnoses and insights to
guide treatment decisions in oncology, infectious diseases and immune
monitoring.
We offer one of the broadest portfolios of molecular technologies for
healthcare. The success of molecular testing in healthcare depends on the
ability to accurately analyze purified nucleic acid samples from sources such as
blood, tissue, body fluids and stool. Automated systems process tests reliably
and efficiently, often handling hundreds of samples simultaneously. Our range
of assays for diseases and biomarkers speeds up and simplifies laboratory
workflow and standardizes lab procedures.
Molecular testing is the most dynamic segment of the global in vitro diagnostics
market. The pandemic has demonstrated the value of molecular testing in
healthcare, and we expect the market to provide significant growth
opportunities.
We have built a position as a preferred partner to co-develop companion
diagnostics paired with targeted drugs and have created a rich pipeline of
molecular tests that are transforming the treatment of cancer and other diseases.
We have more than 30 master collaboration agreements with pharmaceutical
industry customers, some with multiple co-development projects. Companion
diagnostics move through clinical trials and regulatory approvals, along with
the paired drugs, to commercialization and marketing to healthcare providers.
Selected molecular diagnostics products
Sample technologies
Assay technologies
Instruments
Bioinformatics
For extraction from:
• Tissue
• Blood
• Swabs, other
Indication areas
• Oncology
• Immune modulation
• Infectious diseases Technologies:
QuantiFERON, Polymerase Chain Reaction
(PCR), Next-generation sequencing (NGS)
• QIAstat-Dx
• QIAsymphony RGQ
• QIAcube Connect MDx
• EZ2 Connect MDx
• QIAstat Rise
QIAGEN Clinical Insight (QCI)
• Hereditary diseases
• Somatic and germline cancers
• Other diseases
Life Sciences
The Life Sciences market includes governments and biotechnology companies,
where researchers and scientists are using molecular testing technologies to
advance scientific knowledge in the pursuit of new breakthroughs that can lead
to new medicines and diagnostics for use in clinical healthcare. This market
also includes the use of molecular testing technologies for applied applications,
in particular for forensics as well as food and veterinary testing. These
customers are all often served by public funding and research and development
budgets within pharmaceutical companies.
We partner with customers across diverse disciplines in academia and industry,
providing sample technologies, assay technologies, bioinformatics and services
to universities and institutes, pharmaceutical and biotech companies,
governments and law enforcement agencies.
We provide Sample to Insight solutions to academic and research institutions
around the world. We focus on enabling researchers to use high-quality
technologies to generate reliable, fast, highly reproducible results, sometimes
replacing time-consuming traditional or in-house methods. We often partner
with leading institutions on research projects and develop customized solutions
such as NGS panels for the sequencing of multiple gene targets.
We are a global leader in solutions for governments and industry, particularly
in forensic testing and human identification. The value of genetic
"fingerprinting" has been proven in criminal investigations and examinations of
paternity or ancestry, as well as in food safety. We provide sample collection
and analytical solutions for law enforcement and human identification labs as
well as advanced technologies for studies of microbiomes and their effect on
health and the environment.
We have deep relationships with pharmaceutical and biotechnology
companies. Drug discovery and development as well as translational research
efforts increasingly employ genomic information, both to guide research in
diseases and to differentiate patient populations that are most likely to respond
to particular therapies. We estimate that about half of our sales to these
companies supports research, while the other half supports clinical
development, including stratification of patient populations based on genetic
information. Also, QIAGEN Digital Insights solutions are widely used to guide
pharmaceutical research and treatment options.
Selected Life Sciences products
Sample technologies
Assay technologies
Instruments
Bioinformatics
~300 different kit types for extraction and
purification of DNA, RNA and proteins from
tissue, blood, cells, stool, plants, soil and other
sample types
• Real-time PCR
• Digital PCR
• Next-generation sequencing
• QIAsymphony
• QIAcube Connect
• QIAcuity digital PCR
• Ingenuity Pathway Analysis (IPA)
• Genomics Workbench/Server
• Microbial Pro Suite/RNA-seq
• Microbial Epigenetics
Competition
The markets for most of our products are very competitive. Competitors may
have developed, or could develop in the future, new technologies that compete
with our products or even render our products obsolete. In sample technology
products, we experience competition in various markets from other companies
providing sample preparation products in kit form and assay solutions. These
competitors include, but are not limited to, companies with a focus on nucleic
acid separation and purification kits, assay solutions, reagents and
instrumentation. We compete with other suppliers through innovative
technologies and products, offering a comprehensive solution for nucleic acid
collection, pre-treatment, separation and purification needs as well as
downstream applications. Our products provide significant advantages in terms
of speed, reliability, accuracy, convenience, reproducibility and ease of use.
Some of our other products within our molecular diagnostics customer class,
such as tests for chlamydia, gonorrhea, hepatitis B virus, herpes simplex virus
and CMV (cytomegalovirus), compete against existing screening, monitoring
and diagnostic technologies, including tissue culture and antigen-based
diagnostic methodologies. We believe the primary competitive factors in the
market for gene-based probe diagnostics and other screening devices are
clinical validation, performance and reliability, ease of use, time to result,
standardization, cost, proprietary position, competitors' market shares, access
to distribution channels, regulatory approvals and reimbursement.
We believe our competitors typically do not have the same comprehensive
approach to sample-to-insight solutions as we do, nor do they have the ability to
provide the broad range of technologies and depth of products and services
that we offer.
Current and potential competitors may be in the process of seeking Federal
Drug Administration (FDA) or foreign regulatory approvals for their respective
products. Our continued future success will depend in large part on our ability
to maintain our technological advantage over competing products, expand our
market presence and preserve customer loyalty. There can be no assurance that
we will be able to compete effectively in the future or that development by
others will not render our technologies or products noncompetitive.
Global presence by product category and geographic market
Product category information
Net sales for the product categories are based on those revenues related to
sample and assay products and related revenues, including bioinformatics
solutions, as well as revenues derived from instrumentation sales.
Net sales (in millions)
2025
2024
Consumables and related revenues
$1,876.4
$1,760.2
Instrumentation
213.6
218.0
Total
$2,090.0
$1,978.2
Geographical information
We sell our products in more than 160 countries. The following table shows
total revenue by geographic market for the past three years (with net sales
attributed to countries based on the location of the customer, as certain
subsidiaries have international distribution):
Net sales (in millions)
2025
2024
United States
$998.4
$942.0
Other Americas
88.1
89.6
Total Americas
1,086.5
1,031.6
Europe, Middle East and Africa
712.8
648.5
Asia Pacific, Japan and Rest of World
290.7
298.2
Total
$2,090.0
$1,978.2
Seasonality
Our business is not significantly impacted by seasonal factors. Historically, a
portion of our sales has been to researchers, universities, government
laboratories and private foundations whose funding is dependent upon grants
from government agencies, such as the National Institutes of Health and similar
bodies. To the extent that our customers experience increases, decreases or
delays in funding arrangements and budget approvals, and to the extent that
customers' activities are slowed, such as during times of higher unemployment,
vacation periods or delays in approvals of government budgets or government
shutdowns, we may experience fluctuations in sales volumes during the year or
delays from one period to the next in the recognition of sales. Additionally, we
have customers who are active in the diagnostics testing market, and sales to
these customers fluctuate to the extent that their activities are impacted by public
health concerns. For example, the timing and severity of viral infections such as
influenza or the SARS-CoV-2 virus may impact demand for our products.
Research and development
We are committed to expanding our global leadership in "Sample to Insight"
solutions serving customers in the Life Sciences and clinical diagnostics. We
target our research and development resources at the most promising
technologies to address the unmet needs of our customers in healthcare and
research labs in key geographic markets.
Innovation at QIAGEN follows parallel paths:
• Creating new systems for automation of workflows – platforms for
laboratories, hospitals and other users of novel molecular technologies
• Expanding our broad portfolio of content – including assays to detect and
measure biomarkers for disease or genetic identification
• Integrating QIAGEN Digital Insights with the testing process – software and
cloud-based resources to interpret and transform raw molecular data into
useful insights
Innovation in automation systems positions us in the fast-growing fields of
molecular testing and generates ongoing demand for our consumable products.
We are developing and commercializing a robust pipeline of assays for
preventive screening and diagnostic profiling of diseases, detection of
biomarkers to guide Precision Diagnostics in cancer and other diseases and
other molecular targets. Our assay development program aims to
commercialize tests that will add value to our QIAsymphony and QIAstat-Dx
automation systems in the coming years together with developing next-
generation sequencing (NGS) kits to support our universal NGS franchise and
our in vitro diagnostics partnership with Illumina. We continue to develop
applications for the QIAcuity digital PCR system, which is designed to make
digital PCR technology available to Life Sciences and clinical laboratories
worldwide, as well as to other participants in the NGS market.
Sales and marketing
We market our products primarily through subsidiaries in markets with the
greatest sales potential in the Americas, Europe, Australia and Asia.
Experienced marketing and sales staff, many of them scientists with academic
degrees in molecular biology or related areas, sell our products and support
our customers. Business managers oversee key accounts to ensure that we serve
customers’ commercial needs, such as procurement processes, financing, data
on costs and the value of our systems, while maintaining collaborative
relationships. In many markets, we have specialized independent distributors
and importers.
Our go-to marketing strategy focuses on providing differentiated, high-quality
products across the value chain from Sample to Insight, integrating components
into end-to-end solutions when possible and enhancing relationships with a
commitment to technical excellence and customer service. Our omni-channel
approach seeks to engage customers through their preferred channels -- online,
by phone or in person – and to optimize investment in different customer types.
We continue to drive the growth of our digital marketing channels – including
our website at www.qiagen.com, product-specific sites and social media.
The recent pandemic saw an increase in virtual events and use of digital sales
channels. We have likewise increased the activities in digital marketing to
adapt to these market changes, such as installing an in-house studio to facilitate
creation of video content and live virtual events.
Our eCommerce team works with clients to provide automated processes
supporting a variety of electronic transactions and all major eProcurement
systems.
My QIAGEN is an easy-to-use self-service portal that is personalized to our
customers' needs and enables them to manage different activities in one central
place. Customers can now easily reorder products, place bulk orders, apply
quotes to their cart and track their order status. Functionality in the dashboard
allows customers to monitor their instrument use and view the status of licenses
and service agreements. Additionally, customers can access our exclusive
content and services, such as webinars, handbooks and other documents.
Our GeneGlobe Design and Analysis Hub (www.geneglobe.com) is a
valuable outreach to scientists in pharma and academia, enabling researchers
to search and order from approximately 25 million pre-designed and custom
PCR assay kits, NGS assay panels and other products. The hub brings next-
level experiment planning, execution and follow-up to Life Science researchers,
linking our QIAGEN Digital Insights solutions with ordering of assays to
accelerate research.
We use a range of tools to provide customers with direct access to technical
support, inform them of new product offerings and enhance our reputation for
technical excellence, high-quality products and commitment to service. For
example, our technical service support allows existing or potential customers to
discuss or ask questions about our products and molecular biology procedures
with QIAGEN scientists online or by phone. Frequent communication with
customers enables us to identify market needs, learn of new developments and
opportunities, and respond with new products.
We also distribute publications, including our catalog, to current and potential
customers worldwide, providing new product information, updates and articles
about existing and new applications. In addition, we hold numerous scientific
seminars at clinical, academic and industrial research institutes worldwide and
at major scientific and clinical meetings. We conduct direct-marketing
campaigns to announce new products and special promotions, and we offer
electronic newsletters and webinars highlighting molecular biology
applications.
For laboratories that frequently rely on our consumables, the QIAstock program
maintains inventory on-site to keep up with their requirements. QIAGEN
representatives make regular visits to replenish the stock and help with other
needs, and we are automating this process with digital technologies. Easy-to-
use digital ordering, inventory monitoring and customer-driven changes make
QIAstock an efficient system for providing ready access to our products for the
hundreds of customers worldwide who use this program.
Intellectual property, proprietary rights and licenses
We have made, and expect to continue making, investments in intellectual
property. In 2025, additions to our intangible assets outside of business
combinations totaled $140.8 million, and as of December 31, 2025, patent
and license rights, totaled a net $38.6 million. While we do not depend solely
on any individual patent or technology, we are significantly dependent in the
aggregate on technology that we own or license. Therefore, we consider
protection of proprietary technologies and products one of the major keys to
our business success. We rely on a combination of patents, licenses and
trademarks to establish and protect proprietary rights. As of December 31,
2025, we owned 280 issued patents in the United States, 214 issued patents
in Germany and 1,569 issued patents in other major industrialized countries.
We had 353 pending patent applications. Our policy is to file patent
applications in Western Europe, the United States and Japan. Patents in most
countries have a term of 20 years from the date of filing the patent application.
We intend to aggressively prosecute and enforce patents and to otherwise
protect our proprietary technologies. We also rely on trade secrets, know-how,
continuing technological innovation and licensing opportunities to develop and
maintain our competitive position.
Our practice is to require employees, consultants, outside scientific
collaborators, sponsored researchers and other advisers to execute
confidentiality agreements at the start of their relationships with us. These
agreements provide that all confidential information developed by or made
known to the individual during the course of the relationship is to be kept
confidential and not disclosed to third parties, subject to a right to publish
certain information in scientific literature under specific circumstances and other
exceptions. In the case of our employees, the agreements provide that all
inventions conceived by individuals in the course of their employment will be
our exclusive property, subject to local laws.
See Risk Factors included in Risks and Risk Management for details regarding
risks related to our reliance on patents and proprietary rights.
Suppliers
We strive to ensure that our quality standards, compliance with laws and
regulations as well as environmental and social standards are maintained
along the entire value chain of suppliers and partners. We demand the same
from our business partners. Suppliers are subjected to a risk analysis with
regard to environmental and social criteria based on their geographic location.
Our supplier policy, which all new suppliers sign, is available on our website
and contains requirements with regard to legal compliance, bribery and
corruption, labor rights, nondiscrimination and fair treatment, health and safety
as well as environmental protection and conservation. In addition, first-tier
suppliers must confirm REACH, RoHS and conflict minerals compliance, as
appropriate. As part of our supplier assessment procedures, on a monthly
basis, we evaluate the supply performance of our raw material and component
suppliers. We assess, on a continuous basis, potential alternative sources of
such materials and components and, on a yearly basis, the risks and benefits of
reliance on our existing suppliers.
We strive to maintain inventories at a sufficient level to ensure reasonable
customer service levels and to guard against normal volatility in availability.
We buy materials for our products from many suppliers and are not dependent
on any one supplier or group of suppliers for our business as a whole. Raw
materials generally include chemicals, raw separation media, biologics,
plastics, electronics and packaging. Certain raw materials are produced under
our specifications. We have inventory agreements with the majority of our
suppliers, and we closely monitor stock levels to maintain adequate supplies.
In 2025, markets experienced increased pressure because of ongoing
geopolitical tensions. QIAGEN's strong material positions and thorough
coverage ensure that customer product availability remains unaffected at
present. However, uncertainty remains about how markets may develop in
2026 in light of ongoing geopolitical tensions.
Conflict minerals
U.S. legislation mandates transparency in sourcing conflict minerals—tantalum,
tin, tungsten and gold—from mines in the Democratic Republic of Congo (DRC)
and its adjoining countries. Some of our instrumentation components,
purchased from third-party suppliers, contain gold. As required, we investigate
our supply chain and disclose any use of conflict minerals from these regions.
Annually, we conduct due diligence to determine the presence and origin of
conflict minerals in our products. Since we do not purchase directly from
smelters or refineries, we rely on supplier declarations. We filed our latest
conflict minerals disclosure with the SEC on Form SD for the year ended
December 31, 2024, on May 30, 2025, and will update our disclosures as
required.
Description of property
Our primary production and manufacturing facilities for consumable products
are in Germany, the United States, Spain and China. Our software
development facilities are in the United States, Germany, Poland, Denmark and
Romania, and our Center of Excellence for the development of companion
diagnostics for personalized healthcare is in the United Kingdom.
Our production and manufacturing operations are highly integrated and
supported by sophisticated inventory control and production-planning
processes. Production management personnel are highly qualified, and many
have advanced degrees in engineering, business and science. In recent years,
we have made capital investments principally in automated and
interchangeable production equipment to expand production capacity and
improve operating efficiency. We have also invested in enterprise systems to
support production planning and operational control, including continued
deployment and enhancement of SAP-based systems. SAP R/3 is used to
integrate the majority of our operating subsidiaries, and we are in the process
of a multi-year implementation of S/4HANA.
In addition, capital expenditures include selected investments intended to
support energy efficiency and emissions reduction initiatives, including
renewable energy projects. Capital expenditures for property, plant and
equipment totaled $76.8 million in 2025 and $68.0 million in 2024. These
capital expenditures were financed from operating cash flows, and we expect
operating cash flows to remain the primary source of funding for future capital
expenditures.
We have an established quality system, including standard manufacturing and
documentation procedures, intended to ensure that products are produced and
tested in accordance with the FDA's Quality System Regulations, which impose
current Good Manufacturing Practice (cGMP) requirements. For facilities that
accommodate cGMP production, special areas were built, and these facilities
operate in accordance with cGMP requirements.
The consumable products manufactured at QIAGEN GmbH in Germany and
QIAGEN Sciences LLC in Maryland are produced under ISO 9001: 2015, ISO
13485:2016, MDSAP. By the end of 2025, we aim to complete the
implementation of ISO 50001, a voluntary international standard that aids
organizations in managing their energy usage. Our certifications form part of
our ongoing commitment to provide our customers with high-quality, state-of-the-
art sample and assay technologies under our Total Quality Management
system.
Our corporate headquarters are located in Venlo, Netherlands. The below
table summarizes our largest facilities. Other subsidiaries throughout the world
lease smaller amounts of space.
Facility location
Country
Purpose
Owned or leased
Square feet
Hilden
Germany
Manufacturing, warehousing, distribution, research and development and administration
Owned
986,000
Germantown, Maryland
U.S.
Manufacturing, warehousing, distribution and administration
Owned
285,000
Shenzhen
China
Development, manufacturing, warehousing, distribution and administration
Leased
107,200
Manchester
U.K.
Development and Service Solutions
Leased
96,300
Frederick, Maryland
U.S.
Development, Service Solutions, manufacturing, warehousing and distribution
Leased
76,500
Wrocław
Poland
Business service center
Leased
65,100
Beverly, Massachusetts
U.S.
Enzyme manufacturing
Leased
44,000
Barcelona
Spain
Development, manufacturing, warehousing, distribution and administration
Leased
31,900
Manila
Philippines
Business service center
Leased
29,300
Shanghai
China
Service Solutions and administration
Leased
28,400
Gdańsk
Poland
Enzyme manufacturing, development, warehousing and administration
Leased
23,300
Germantown, Maryland
U.S.
Service Solutions and training center
Leased
13,500
Redwood City, California
U.S.
Bioinformatics
Leased
12,700
Gdynia
Poland
Enzyme manufacturing, development and warehousing
Leased
11,200
Our facilities in Hilden, Germany, and Germantown, Maryland, have the
capacity to expand in the future by an additional 300,000 square feet each.
Our facility in Ann Arbor, Michigan, was closed in 2025, following the
decision to discontinue the NeuMoDx portfolio as discussed in Note 6
"Restructuring."
We believe our existing production and distribution facilities can support
anticipated production needs for the next 36 months. Our production and
manufacturing operations are subject to various federal, state and local laws
and regulations, including environmental regulations. We do not believe we
have any material issues relating to these laws and regulations.
Employees
As a company headquartered in the European Union (EU), we recognize
freedom of association and collective bargaining as fundamental to
maintaining a positive relationship between management and employee
representatives. A significant portion of our workforce is employed in
Organization for Security and Co-operation in Europe (OSCE) member states,
and we comply with all applicable labor laws in every region where we
operate. Management values its relationships with regional labor unions and
employees, and considers them to be positive.
We are committed to respecting and promoting human rights, as outlined in our
Human Rights Policy, available on our website at www.qiagen.com. This
policy is communicated globally via our Company intranet and provided to all
new employees. We foster an open-door workplace culture where employees
can freely raise concerns with management or Human Resources without fear of
retaliation. Our policy explicitly ensures that employees may discuss working
conditions openly without risk of reprisal, intimidation or harassment.
The following tables provide information on the number of employees by
geographical region and main category of activity as of December 31, 2025
and 2024:
Employees by region
2025
2024
Americas
1,210
1,252
Europe, Middle East & Africa
3,318
3,352
Asia Pacific, Japan and Rest of World
1,126
1,161
Total
5,654
5,765
Employees by function
2025
2024
Production
27%
28%
Research & Development
17%
18%
Sales
38%
37%
Marketing
6%
6%
Administration
12%
11%
Total
100%
100%
Depending on local laws and customs, there are different types of employment
ranging from long-term fixed contracts to temporary positions, along with
flexible time and programs for employees returning to work after parental
leave. In 2025, temporary employees with a fixed-term work contract
represented 5.7%.
Risk management
Our Approach
Our risk management approach is built on four key principles:
(1) Active involvement of the Supervisory Board and senior management
(2) Comprehensive policies and procedures
(3) Robust risk monitoring, management and information systems
(4) Effective internal controls
Governance and oversight
QIAGEN is managed by a Managing Board and an independent Supervisory
Board, both appointed at the Annual General Meeting of Shareholders. The
Managing Board oversees our risk management system, developing and
implementing strategies, controls and mitigation measures to identify and
manage current and emerging risks. These risk management policies are
embedded in our corporate governance framework, code of ethics and
financial reporting controls. Dedicated functional experts continuously evaluate
and address business risks.
Role
Responsibility
Audit Committee
of the Supervisory
Board
The Audit Committee of the Supervisory Board oversees the effectiveness of the
Company’s risk management and internal control systems, regularly reviews
and discusses key risks, the overall risk profile, and emerging threats, and
evaluates the adequacy of internal controls related to financial reporting,
compliance, and operational risks to ensure robust governance and
organizational resilience.
Managing Board
The Managing Board provides strategic oversight and governance to ensure
that risk management is fully embedded into QIAGEN’s long‑term objectives
and organizational structures, regularly reviewing principal risks, internal
controls, and regulatory compliance while overseeing the effectiveness of the
risk management system (RMS); it also ensures accurate and transparent
external risk disclosures and supports senior management in sustaining a
strong, organization‑wide risk culture. 
Executive
Committee
The Executive Committee approves and aligns the ERM and RMS frameworks
with QIAGEN’s strategic objectives, promotes a strong risk‑aware culture,
conducts quarterly reviews of key risks and opportunities, ensures effective
governance and resources for risk management, and continuously monitors and
improves the organization’s risk culture.
Enterprise Risk
Management
(ERM)
The Enterprise Risk Management function develops, implements, and
continually enhances the ERM framework and processes while coordinating risk
management activities across the organization; guides and supports Risk
Owners in identifying, assessing, and reporting risks; prepares and delivers risk
reports to the Executive Committee and external stakeholders; monitors key risks
and opportunities through workshops and assessments; and serves as the
primary contact for external audits and regulatory reporting.
Risk Owners
Risk Owners identify, assess, and report risks and opportunities within their
responsibility, decide and implement appropriate risk response strategies,
continuously monitor risk progression and the effectiveness of mitigation
measures, escalate risks to the ERM team when they cannot be adequately
mitigated, and maintain the risk register by updating entries and providing
incident or ad‑hoc reports as necessary. 
Employees
Employees are expected to understand and manage the risks relevant to their
roles, follow all established risk management policies and procedures, and
actively contribute to a risk‑aware culture through their everyday actions and
decision‑making. 
QIAGEN Enterprise Risk Management framework
The risk management framework at QIAGEN is built on the internationally
recognized standard ISO 31000, integrating risk management into every
aspect of the organization’s purpose, governance, strategy and operations. The
ERM policy establishes a structured approach for identifying, assessing, and
responding to key risks and opportunities that could impact the ability of
QIAGEN to achieve its objectives. This framework defines clear roles and
responsibilities—spanning the Managing Board, Executive Committee, ERM
function, Risk Owners, and the Audit Committee of the Supervisory Board—and
sets out principles for risk appetite, tolerance thresholds, and risk profile
monitoring. The ERM cycle is continuous and iterative, aligning risk
management activities with strategic planning, financial cycles and operational
decision-making. Key risks are reviewed at least quarterly, with ad-hoc
assessments triggered by significant internal or external events, ensuring that
risk management remains dynamic and responsive to change. The policy
governing the risk management system (RMS) further details how risk is
managed through the Three Lines Model, which delineates accountability
across operational management, risk oversight and internal audit. The RMS
provides a comprehensive process for risk identification, analysis, evaluation,
response and monitoring, supported by tools such as the Risk Universe and Risk
Register. Risks are assessed using top-down and bottom-up approaches, with
prioritization based on likelihood, impact and alignment with QIAGEN’s risk
appetite. The framework emphasizes a robust risk culture, transparency, and
collaboration, ensuring that risk management is a shared responsibility and
embedded in daily business activities. Regular reviews and continuous
improvement of the ERM and RMS frameworks ensure that QIAGEN remains
resilient, compliant, and well-positioned to capitalize on opportunities while
mitigating threats.
Assessment of effectiveness of internal risk management and
control systems (VOR)
The Managing Board assesses the effectiveness of QIAGEN’s internal risk
management and control systems in relation to operational, compliance and
reporting risks on an ongoing basis and at least annually. This assessment is
informed by the continuous ERM cycle (including quarterly reviews of key risks
and ad-hoc assessments triggered by significant events), the monitoring
performed by Risk Owners and relevant oversight functions and the assurance
activities embedded in the Three Lines Model. The outcomes of this monitoring
and assurance are reviewed within management governance forums and
discussed with the Audit Committee of the Supervisory Board as part of the
governance cycle, including the status of remediation actions for identified
deficiencies and observations.
Risk classification and assessment
We categorize risks into five main types:
• Strategic risk – refers to the potential for losses due to a failed business
strategy, planning or decision-making. It is associated with the overall future
business plans and strategy of a company, including mergers and
acquisitions, management of external network/partnerships or changes in
management.
• Operational risk – is defined as the risk of loss resulting from inadequate
or defective systems and internal processes, from human or technical failure
and from damage to physical assets.
• Compliance risk – refers to the potential for legal penalties, financial
forfeiture, and damage to reputation that a company could face as a result
of failing to comply with laws, regulations, industry standards or codes of
conduct applicable to its business activities.
• Financial risk – refers to the possibility of a company experiencing
financial losses due to changes on the financial market or wrong/insufficient
financial structure management.
• External risk – refers to the potential threats or uncertainties that originate
outside of a company's control and can negatively impact its operations,
performance, or profitability. These risks arise from the organization's
interactions with the natural environment, society and regulatory frameworks,
and they can affect the long-term sustainability of the business.
All risks are assessed based on their likelihood and potential impact on our
ability to achieve business objectives. The goal is to identify risks that could
materially threaten our success and to implement timely mitigation actions.
Internal controls and compliance
Our corporate governance framework defines the roles of the Managing Board,
Supervisory Board and Audit Committee, as detailed under Corporate
Governance. We maintain internal controls to ensure the integrity of financial
reporting, further described in Controls and Procedures.
Additionally, our Compliance Committee, composed of senior executives from
multiple functions, oversees compliance with legal and regulatory requirements
and ensures adherence to corporate policies, including our Code of Conduct
and Ethics as described in the Corporate Governance section of this annual
report.
Risk appetite
Risk appetite is the amount and category of risk that QIAGEN is willing to
pursue or retain in the pursuit of its objectives. The risk appetite is documented
in a formal statement owned by the Executive Committee, while the Managing
Board provides oversight and approval to ensure alignment with the company's
strategic direction. This statement serves as a guiding principle for senior
management in daily decision‑making.
It defines clear parameters for acceptable and unacceptable risks, ensuring
consistent and aligned decisions across the organization, and is reviewed and
updated annually to remain aligned with strategic priorities.
QIAGEN maintains a balanced risk appetite, seeking to pursue strategic
growth opportunities while maintaining robust controls to ensure that risks are
managed within defined tolerances and do not compromise our long-term
objectives, regulatory compliance or stakeholder trust.
Risk factors
Our business faces significant risks that also threaten the entire industry. Our
business, financial condition or results of operations could be materially and
adversely affected if any of these risks occurs. In addition, risks and
uncertainties that are currently  unknown to QIAGEN or  are considered
immaterial might affect its business, operations and financial condition. This
report also contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially and adversely from those
anticipated in these forward-looking statements as a result of certain factors
including the risks described below and elsewhere in this annual report. The
risks described below are grouped into main categories, with the risks within
each category listed the significant risks. The risks mentioned reflect our risk
assessment but do not imply that the company has no other risks and cannot
have a material adverse impact on our results of operations, liquidity, or capital
resources.
Summary of risk factors
QIAGEN operates in a complex and evolving global environment that presents
a broad range of strategic, operational, financial, compliance and external
risks which could, individually or collectively, affect the achievement of its
strategic objectives, financial condition or long‑term sustainability. We maintain
a structured enterprise risk management framework designed to identify, assess,
and manage these risks; however, no assurance can be given that all risks can
be fully anticipated or mitigated.
Strategic risks arise from the need to continuously align our strategy with
rapidly changing market conditions, technological developments and
stakeholder expectations. This includes the effective integration of
environmental, social and governance considerations into decision‑making, the
successful development and commercialization of innovative products and the
ability to respond to competitive pressures and disruptive technologies. Our
broad presence in global markets and the execution and integration of
acquisitions may expose us to additional economic, political and regulatory
uncertainties, potentially affecting anticipated benefits and growth trajectories.
Operational risks relate to the complexity of the company’s global operations
and reliance on people, systems, suppliers, and partners. The loss of key
personnel, disruptions to manufacturing or supply chains, or insufficient
resilience could adversely impact operational performance. Increased reliance
on digital platforms, data, and advanced technologies, including artificial
intelligence, may introduce ethical, security and governance challenges. Cyber
security incidents, system outages or failures to adequately protect sensitive
information could result in operational disruption, regulatory scrutiny or
reputational harm.
Compliance risks stem from operating in a highly regulated environment across
multiple jurisdictions. We are subject to evolving legal and regulatory
requirements related to product approvals, quality standards, data protection,
anti‑bribery and anti‑corruption laws, intellectual property, environmental
regulations and supply‑chain due‑diligence obligations. Failure to comply with
these requirements, or delays in adapting to regulatory changes, could result in
fines, litigation, restrictions on market access, or damage to our reputation.
Financial risks include exposure to changes in tax laws and interpretations,
global minimum tax regimes, foreign exchange fluctuations and the potential
impairment of goodwill and intangible assets. Our capital structure and debt
obligations may limit financial flexibility, while future capital requirements may
depend on market conditions and access to funding on acceptable terms.
Variability in customer purchasing patterns and reimbursement environments
may also affect forecasting accuracy and financial performance.
External risks arise from factors largely beyond the company’s control,
including global economic uncertainty, inflationary pressures, interest rate
movements, geopolitical conflicts, trade restrictions and changes in public
funding or reimbursement policies. These factors may influence customer
demand, supply‑chain stability, cost structures and market access. In addition,
evolving stakeholder expectations related to sustainability and corporate
responsibility may affect competitiveness, reputation and long‑term value
creation.
While we actively monitor and manage these risks within our defined risk
appetite, the realization of any of these uncertainties could materially and
adversely affect our business, financial condition, results of operations or
strategic objectives.
Strategic risks
Our presence in potential high-growth markets exposes us to economic, political
and regulatory risks.
In markets emerging across the Middle East and Asia, we may face heightened
risks compared to regions where we have an established presence. These risks
include:
• Economic volatility, particularly in markets reliant on a limited range of
industries;
• Weak legal systems, which may hinder contract enforcement and intellectual
property protection;
• Government instability, policy changes and privatization efforts that could
impact operations;
• Foreign exchange controls that may restrict the movement of funds; and
• Abrupt changes in customs and tax regulations, affecting product movement
and financial performance.
Additionally, conducting business across multiple jurisdictions—such as moving
products between countries or providing services from subsidiaries abroad—
increases exposure to regulatory shifts and compliance challenges. These
factors could negatively impact our operations and financial results.
Emerging competitors and rapid technological advances in diagnostics, combined
with regulatory hurdles, threaten the market position, profitability and growth
prospects of our diagnostic and syndromic testing products. 
The competitive landscape for our diagnostic portfolio, including
QuantiFERON, QIAcuity and QIAstat-Dx, is evolving rapidly. Competitors may
introduce new technologies, expand strategic partnerships or obtain regulatory
approvals earlier than anticipated, which could adversely impact adoption of
our products, limit market share expansion or render certain offerings less
competitive. For example, announcements by major industry participants
regarding advancements in latent tuberculosis testing, as well as new point of
care syndromic testing platforms introduced in key markets, illustrate the pace
at which competitive dynamics can shift. These developments highlight that the
absence of clear current regulatory or clinical progress from competitors does
not eliminate the risk of future market disruptions.
Additionally, new instruments and assay systems brought to market by
competitors may target both established and emerging market segments,
potentially outpacing the capabilities of our current technologies. Competitor
expansion into the U.S., Europe, Japan and other regions—coupled with
evolving trade policies, including U.S. tariffs—may create pricing pressures,
influence customer purchasing behavior or challenge our ability to match
product breadth and performance.
Regulatory requirements further contribute to this risk. The need to secure timely
approvals for new assays or platform enhancements may delay our product
launches, limit our ability to respond to market shifts, or hinder execution of our
growth strategies. If we do not meet development timelines or effectively
navigate regulatory pathways, we may be unable to achieve anticipated
revenue targets or capitalize on market opportunities.
If we fail to keep pace with technological innovation, respond to competitive
pressures or obtain required regulatory clearances in a timely manner, our
market position could weaken, our profitability could be adversely impacted
and our ability to achieve planned growth—particularly in high growth
diagnostic segments—could be materially and negatively affected. 
Challenges in managing growth and acquisition integration may limit expected
benefits and adversely impact our performance.
We have grown significantly in recent years, with total net sales increasing
from $1.87 billion in 2020 to $2.09 billion in 2025. This growth has been
driven by both organic expansion and strategic acquisitions, including the
2025 acquisitions of Parse Biosciences, Inc. and Genoox. We might continue
acquiring businesses that align with our Sample to Insight strategy in molecular
research and clinical testing. However, successful integration of acquisitions
requires significant resources, coordination and expense.
Our ability to manage ongoing growth and execute on expansion initiatives is
subject to risks, and the outcomes may not achieve the anticipated benefits or
align with evolving operational, financial or strategic expectations. As we
continue to broaden our activities and pursue opportunities to strengthen our
portfolio—including through the acquisition of complementary businesses—we
may be required to adapt our internal processes, systems and organizational
structures to support a larger and more complex operating model. These efforts
may place increasing demands on management attention and require
significant capital and human resources.
The successful integration of acquired businesses, technologies and personnel
remains inherently uncertain. Expansion activities may expose us to challenges
related to aligning operations, maintaining consistent standards, integrating
systems and processes, and retaining key talent. Acquisitions can also introduce
additional regulatory, commercial and financial considerations, including
potential liabilities, shifting market dynamics or delays in realizing intended
synergies. Performance may also depend on external parties, such as suppliers,
partners or acquired teams, whose activities we do not fully control.
As we grow, we may need to expand or enhance our operational and financial
control frameworks to ensure continued reliability, consistency and compliance
across a broader footprint. In some cases, implementation of new systems or
scaling of existing capabilities may temporarily disrupt operations or increase
costs. Divergent stakeholder expectations regarding the pace and direction of
expansion may also lead to reputational risks if outcomes are perceived as
insufficient or misaligned.
Failure to effectively manage growth or integrate acquisitions could result in
operational inefficiencies, delays in execution, increased expenses, or
challenges in maintaining expected performance levels. In certain
circumstances, these developments may also affect our financial condition,
reputation or ability to achieve long‑term strategic objectives.
We rely on collaborative commercial relationships to develop and/or market
some of our products.
We rely on a variety of external partners to develop, commercialize, and
distribute certain products. These collaborations—whether with academic
institutions, pharmaceutical and biotechnology companies, or regional
commercial partners—support key parts of our portfolio but also introduce
uncertainty. Outcomes depend on the priorities, performance and long‑term
commitment of these partners, and in some cases on clinical, regulatory or
market factors outside our direct control.
Companion diagnostic programs, joint development efforts and
distributor‑based marketing arrangements may be affected by shifting partner
strategies, misalignment of objectives, limited visibility into local markets, or
competing activities. Our ability to expand or maintain market access in certain
regions similarly depends on the effectiveness and reliability of external parties.
In general, the success of these collaborative relationships influences
development timelines, market penetration and commercial performance, and
any disruption or change in partner engagement could affect our business.
Our ability to sustain growth relies on the timely development, introduction and
market acceptance of innovative products.
The molecular research and testing markets are characterized by rapid
technological advancements and frequent new product introductions. To remain
competitive, we must continuously develop products that keep pace with
evolving customer needs, regulatory expectations and scientific trends. Delays
in product development, regulatory approvals or market adoption—such as
delays in clinical evidence generation, changing regulatory requirements or
extended development cycles—could result in loss of market share that may be
difficult to recover.
Several factors influence market acceptance of new products, including:
• availability, quality and pricing relative to competing offerings;
• timing of launch versus alternative technologies;
• perceived utility, performance data and supporting research;
• regulatory approvals, compliance status and evolving standards; and
• shifts in industry needs across Life Sciences, applied markets and molecular
diagnostics.
We are making significant investments in intellectual property, software and
manufacturing capacity to support new automation platforms such as
QIAstat‑Dx and QIAcuity. These platforms follow a razor-razorblade model in
which the value of the instruments depends heavily on the timely expansion of
assay menus, availability of new test panels and the ability to scale production.
Delays in menu expansion, challenges in lifecycle management or production
capacity constraints may slow platform adoption and reduce expected
consumables demand.
Advancements in artificial intelligence—including AI‑driven bioinformatics,
automated interpretation tools and competitive AI‑curated data platforms—may
accelerate innovation cycles and shift customer expectations. If we are unable
to integrate or adapt to such emerging technologies, or if competitors adopt
them more effectively, our competitive position and long‑term growth prospects
could be adversely affected.
Slower‑than‑expected customer uptake of new systems may negatively impact
instrument and consumables sales, compress margins, and weaken our market
position. Higher fixed development and manufacturing costs may exert pressure
on gross margins and operating income until sufficient market traction is
achieved. In addition, production constraints, yield variability or delays in
scaling manufacturing capacity could limit availability of new products and
impair commercial performance.
If we fail to keep pace with innovation, address market demands, expand
product menus, or successfully scale production, our business, financial
condition and growth prospects could be materially impacted.
Insufficient ESG integration combined with environmental and circular‑economy
compliance shortcomings may adversely affect our operations and reputation.
Our efforts relating to environmental, social and governance (ESG) matters are
subject to risks, and the outcomes may not achieve the anticipated benefits or
align with evolving regulations and stakeholders’ expectations.
Sustainability‑related standards, disclosure requirements and evaluation criteria
continue to shift rapidly across jurisdictions, and we may be required to adjust
our practices, reporting processes and internal governance mechanisms in
response to emerging rules or divergent stakeholder views. As expectations
develop, including those connected to environmental performance, resource
efficiency and circular‑economy principles, we may need to expand our
reporting capabilities or adopt new operational approaches, which could
require significant management focus and the allocation of additional
resources.
Performance against our sustainability metrics may also depend on third
parties, such as suppliers or external service providers, whose practices we do
not fully control. This reliance increases the risk that inconsistencies in external
data, varying levels of maturity across supply chains, or limitations in oversight
could affect perceived or actual ESG performance and influence stakeholder
confidence. In certain instances, reporting obligations may require disclosures
that could negatively affect external perceptions of our activities or expose us to
scrutiny.
In addition, our operations—and those of our partners—are subject to an
evolving set of environmental, health and safety laws. Failure to comply with
these requirements, or delays in adapting to new regulations, could result in
fines, penalties, or other enforcement actions. We may also face environmental
liabilities inherent to our activities or those of our manufacturing partners,
including obligations related to remediation or the handling of regulated
materials. As these regulatory frameworks become more stringent, we may be
required to incur substantial expenses to meet compliance expectations, which
could disrupt operations or affect our financial performance.
Taken together, increasing regulatory complexity, shifting stakeholder
expectations and potential environmental compliance obligations may heighten
our exposure to operational, financial and reputational risks.
Operational risks
The unplanned departure of critical personnel could disrupt business continuity,
delay projects and change recruitment plans.
Our ability to operate effectively depends on the retention of key personnel who
possess strategic, operational, technical or regulatory expertise that is essential
to our success. These individuals include senior leadership, functional heads
and subject matter experts across the company. The loss of any of these
employees could disrupt business sustainability, delay decision-making
processes, or impede the execution of core initiatives. If we are unable to retain
or adequately replace such personnel, we may experience the loss of
intellectual capital, institutional knowledge and strategic relationships that are
critical to ongoing projects and regulatory or market commitments.
The departure of key personnel could delay regulatory filings, product
development activities or market expansion efforts, and may reduce credibility
with customers, partners, or regulators. Reliance on interim leadership, external
consultants or accelerated recruitment efforts could increase operating costs and
introduce operational inefficiencies. If successors do not possess requisite skills,
experience or influence, our ability to execute our strategic priorities could be
impaired. Any of these developments could materially and adversely affect our
business, financial condition and results of operations.
In November 2025, we announced that Thierry Bernard will step down as
Chief Executive Officer and Managing Director once a successor is appointed.
Following the announcement of Mr. Bernard's departure and prior to the
appointment of a successor, uncertainty regarding future leadership may create
distraction, affect employee morale and retention, delay decision-making, and
disrupt execution. We may experience adverse effects on our business if we are
unable to identify a suitable successor. Even after a successor is appointed, the
transition of leadership responsibilities and the successor’s integration into our
business, operations, and stakeholder relationships may result in disruption,
reduced effectiveness, or delays in the execution of our strategic and
operational priorities.
Inadequate sustainable operations and resilience planning may expose us to
prolonged outages, data loss, and regulatory penalties.
If elements of this framework are not fully aligned, consistently implemented or
periodically updated across the organization, resilience efforts may vary
between locations or functions. In such circumstances, assessments of critical
processes and dependencies may not always reflect evolving operational
needs, and recovery priorities may not be optimized for all potential scenarios.
Testing, review, and validation activities contribute to strengthening
preparedness. However, if these activities do not occur with sufficient
frequency, scope or coordination—or if evolving business priorities limit
participation—certain aspects of our resilience, posture may not be fully
evaluated under real-world conditions.
Should gaps in governance, assurance or coverage arise, disruptive events
such as supply chain interruptions, facility outages, system incidents or broader
crises could challenge our ability to maintain normal operations. We may
experience delays in certain activities, temporary interruptions to business
processes, or increased operational complexity. These circumstances could
affect our ability to meet some external commitments, result in higher operating
costs, or lead to reputational impacts with customers, partners or other
stakeholders. Given the global nature of our operations and exposure to
macroeconomic, geopolitical and operational uncertainties, such developments
could adversely affect our business, financial condition, or results of operations.
Increasing customer demands for cost reductions and purchasing efficiencies may
restrict our pricing flexibility and affect our business.
Many customers are consolidating suppliers and negotiating bulk purchasing
agreements to lower costs, often through large distributors that secure
discounted pricing and direct purchasing control. To maintain access to these
customers, we may be required to offer lower prices to distributors, reducing
our margins.
Additionally, large customers, including the U.S. federal government, may seek
special pricing arrangements, such as blanket purchase agreements, further
limiting pricing flexibility.
For some customers, we have facilitated sales through distributors and value-
added partners at their request. If sales through intermediaries increase, our
gross profit and overall financial performance could be adversely impacted.
Expanding supply‑chain due‑diligence and reporting obligations, combined with
potential shortages, cost increases and logistics disruptions, may materially impact
our business performance.
Our business relies on a global supply chain that is increasingly affected by
evolving regulatory, operational and market‑driven risks, and outcomes may
not achieve the anticipated benefits or align with emerging expectations.
Expanding due‑diligence and transparency requirements—such as the German
Supply Chain Act, U.S. conflict‑minerals reporting rules, and proposed EU‑wide
frameworks like the Corporate Sustainability Due Diligence Directive—are
reshaping obligations across jurisdictions and may require enhanced supplier
oversight, deeper visibility into upstream tiers, and more comprehensive
documentation. Meeting these expectations may increase administrative effort,
necessitate updates to contractual terms, or require additional investment in
reporting capabilities.
At the same time, our operations depend on the availability, quality and
continuity of materials, components and logistics services sourced from a
diverse supplier base, including certain limited‑ or single‑source providers for
key raw materials such as specialized plastics, biological components and
chemicals. Vulnerabilities in supplier resilience—particularly among second‑
and third‑tier upstream partners or suppliers operating in high‑risk or
capacity‑constrained regions—may heighten the likelihood of disruptions,
requalification needs or accelerated alternative sourcing efforts. Insufficient
contractual governance, including agreements that do not fully mandate
continuity assurances, regulatory compliance or protection of intellectual
property, may further constrain our ability to enforce standards or ensure
supply‑chain reliability.
Broader macroeconomic and geopolitical factors—including inflationary
pressures, trade restrictions, regional instability or global logistics constraints—
may contribute to fluctuating costs, extended lead times or reduced supplier
reliability. Variability in supplier maturity, documentation practices or
compliance readiness may also create challenges in meeting regulatory or
customer expectations. Failure by us or our suppliers to comply with emerging
supply‑chain regulations or due‑diligence standards could result in enforcement
actions, limitations on market access, increased operational costs or
reputational impacts.
If we are unable to effectively navigate these regulatory developments or
mitigate supplier‑related, logistical or resource‑driven pressures, our operations,
commercial performance and stakeholder relationships could be adversely
affected. Collectively, these factors may influence our ability to maintain
continuity across the value chain and meet broader strategic objectives.
We rely on up-to-date systems and strong processes to meet evolving cyber laws,
strong cyber security governance and standards, if our cyber security governance,
data‑security practices or critical systems fail to keep pace with evolving
requirements, we may face unauthorized access, operational disruptions, fines
and reputational harm.
We rely on an interconnected digital environment—including internal systems,
cloud platforms, third‑party and vendor‑hosted services, and AI‑enabled tools—
to support operations and safeguard sensitive information. As the threat
landscape grows in sophistication and ecosystems become more complex, we
may face risks related to unauthorized access, loss or alteration of data,
disruption of critical services, or inconsistent application of security and privacy
practices across environments we manage and those managed by others. The
pace of technology change—combined with legacy constraints, supplier
dependencies, and limited transparency into how external or AI‑driven
components are configured, trained, or controlled—may at times exceed the
maturity of our governance processes and make it challenging to uniformly
monitor or validate performance, data provenance, and protective controls.
In parallel, privacy, cyber security and digital‑compliance expectations
continue to evolve across jurisdictions and sectors. Meeting these requirements
may require additional documentation, testing, model/algorithm validation,
and reporting, as well as periodic updates to systems and processes. Delays or
gaps in adapting to new or emerging standards, or weaknesses in control
design or execution, could increase the likelihood of incidents or
non‑compliance. If such events occur—whether due to external attack (including
increasingly sophisticated or state‑sponsored actors), third‑party or
supply‑chain issues, inadvertent human actions, or technical failures—we could
experience service interruptions, constraints on data access or transfer,
increased remediation and investigative effort, or scrutiny from customers,
partners and regulators. In certain circumstances, these developments may
result in financial or operational consequences, contractual exposure,
enforcement actions or reputational impacts.
While we continue to invest in security capabilities, awareness, and oversight,
residual risk remains. Collectively, these factors could adversely affect our
operations, compliance posture, financial condition, stakeholder confidence, or
ability to meet broader strategic objectives.
We depend on artificial intelligence (AI) systems to support key business activities;
therefore, we may be affected by ethical, security, and operational failures that
expose us to new risks.
We increasingly rely on AI–enabled systems across our operations, digital
platforms and decision‑support processes, which may expose us to a range of
ethical, regulatory, security and operational risks. As AI technologies continue
to evolve rapidly, their capabilities, limitations and long‑term implications
remain only partially understood. The development, deployment and use of AI
may therefore introduce uncertainties that could affect the reliability of our
processes, the quality of our outputs, or the effectiveness of business activities
that depend on these tools.
Because AI capabilities are embedded to varying degrees within internally
developed systems as well as cloud‑based or vendor‑hosted solutions, we may
be exposed to risks arising from limited transparency into how underlying
models are trained, the types of data used, or the safeguards implemented by
third‑party providers. Flawed, biased or incomplete model outputs—or
premature reliance on insufficiently validated AI functionality—could influence
decision‑making, impede product development activities, delay new offerings
or otherwise affect operational performance. These challenges may also create
reputational or competitive harm if stakeholders perceive our use of AI as
unreliable, inappropriate or inconsistent with emerging sector expectations.
AI adoption may amplify existing cyber security and data protection risks. As
systems process larger data volumes, integrate cloud services or automate
complex workflows, vulnerabilities may arise that increase exposure to
unauthorized access, misuse of confidential information or inadvertent
disclosure of sensitive or personal data. Weaknesses in AI‑enhanced tools—
whether due to configuration errors, model failures or malicious exploitation—
may result in operational disruption, financial loss, regulatory scrutiny or legal
liability.
The regulatory landscape for AI is still developing, and new or forthcoming
requirements may impose additional obligations related to data provenance,
transparency, accountability, intellectual property, accuracy, safety or human
oversight. Compliance with rapidly evolving standards may require additional
documentation, validation, testing or governance controls, and could increase
operational complexity or limit how we deploy certain AI‑based capabilities.
Failure to meet these expectations may lead to legal penalties, heightened
supervisory attention or reputational harm.
In addition, divergent stakeholder views on responsible AI use may increase
scrutiny of how AI‑supported processes are designed, monitored and governed.
Demonstrating appropriate oversight, ensuring explainability of outputs, or
addressing bias‑related concerns may be challenging, particularly where AI
components are embedded deep within broader systems. The novelty of AI
technologies may also expose us to risks that are not yet foreseeable, including
those related to competitive dynamics, intellectual property protection, ethical
considerations or unanticipated regulatory developments.
If we are unable to effectively manage these risks—such as ensuring adequate
model performance, maintaining robust governance and security controls,
adapting to evolving legal frameworks or meeting stakeholder expectations—
our operational resilience, compliance posture, financial performance or
reputation may be adversely affected.
Compliance risks
Evolving global data‑protection and privacy requirements may expose us to legal,
operational, and reputational risks if we are unable to consistently meet stringent
obligations across our clinical, commercial, marketing, and genetic‑data activities.
QIAGEN is exposed to an increasingly complex landscape of global
data‑protection and privacy requirements that govern how personal, customer,
clinical‑study and genetic information is collected, processed, stored and used
across our operations. These regulatory frameworks—including the General
Data Protection Regulation (GDPR), China’s Health and Medical Research
Ethics Committee (HGRAC) guidelines for clinical‑study data, regional privacy
laws in EMEA and APEC, and evolving standards governing sensitive
genetic‑data environments—continue to expand in scope and enforcement
intensity. As our activities involve handling significant volumes of personal and,
in some cases, highly sensitive information across diverse functions, any
shortcomings in our data‑governance practices could expose us to legal,
operational, and reputational risks.   
Data‑privacy exposure arises in multiple parts of our business. Within
clinical‑research settings, our data‑management processes must conform to
stringent obligations for handling personally identifiable information from study
participants, and non‑compliance with these rules—including those under GDPR
and HGRAC—could lead to sanctions, delays, or limits on the conduct of
studies. In our commercial operations in EMEA the U.S. and APEC, the
collection, storage, and use of customer data remain subject to strict regulatory
requirements, and risks may arise if security measures or employee training do
not uniformly meet the standards required to prevent unauthorized access or
inadvertent disclosure. Our marketing activities introduce further exposure when
external data sets or purchased contact lists are used to expand our customer
base; ensuring that these data sources are compliant with the GDPR, CCPA or
other regional laws requires verification processes that, if not rigorously
executed, could result in unlawful processing, regulatory action or invalidation
of campaign efforts.    
Certain business processes carry heightened privacy considerations. In our
Human Identification Devices (HID) business, the GEDmatch platform processes
raw genetic data, creating additional legal exposure if platform practices, user
expectations, consent structures or data‑sharing rights diverge from evolving
privacy requirements.  
If despite our controls we fail to comply with applicable data‑protection laws or
are perceived to have mishandled personal, customer, clinical‑study or genetic
information, we could face class action law suits, substantial fines, mandatory
corrective actions, investigations, restrictions on data use and obligations to
modify or suspend certain activities. In addition, any breach of trust—including
through data‑privacy incidents, regulatory findings, litigation, or gaps
discovered during audits—could harm our reputation, weaken customer
relationships, reduce participation in genetic or clinical initiatives, and limit the
effectiveness of our commercial programs.   
Although we have implemented controls such as data‑management standard
operating procedures, privacy‑governance frameworks, consent‑verification
mechanisms, system filters that prevent non‑compliant marketing outreach,
GDPR‑aligned event‑data processes, platform‑specific safeguards for genetic
information, and structured incident‑response procedures, we might be exposed
to potential risks. The fragmented nature of global regulations, ongoing
changes in enforcement practices, and the heightened sensitivity of certain data
sets mean that we may continue to face exposure that could adversely affect
our operations, financial position, or stakeholder confidence.   
We may be subject to costly patent litigation, intellectual property disputes or
licensing requirements that could impact our operations and financial
performance.
The biotechnology and Life Sciences industries are highly litigious regarding
patents and intellectual property rights, particularly as competitors develop
technologies based on common platforms. We are aware that third parties hold
patents related to sample and assay technologies, some of which are closely
related to those we use.
From time to time, we receive inquiries regarding potential patent infringement.
While we actively monitor developments and believe our technologies do not
infringe third-party rights, there is no guarantee that we will not face legal
challenges. If a dispute arises, we may be required to:
• Modify or discontinue certain products or processes
• Obtain costly licenses, which may not be available on favorable terms or at
all
• Engage in lengthy and expensive litigation to defend against infringement
claims or enforce our own patents
Additionally, proceedings before regulatory bodies such as the U.S. Patent and
Trademark Office or the International Trade Commission may be necessary to
determine the validity or scope of patents. Unfavorable rulings or settlement
obligations could negatively impact our business, financial condition and
competitive position.
Intellectual property litigation can be costly and time-consuming, diverting
management resources and potentially leading to significant financial liabilities.
Any adverse outcomes could materially affect our results of operations and
market position.
Unethical behavior and non-compliance with laws by our sales representatives,
consultants, commercial partners, distributors or employees could seriously harm
our business.
Our operations include doing business in countries with a history of corruption
and involve transactions with foreign governments. These factors may increase
the risks associated with our international activities. We are subject to the U.S.
Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act and other laws that
prohibit improper payments or offers of payments to foreign governments and
their officials and political parties by business entities for the purpose of
obtaining or retaining business. We have operations, agreements with third
parties and sales in countries known to experience corruption. Further
international expansion may involve increased exposure to these types of
practices. Our activities in these countries and others create risks of
unauthorized payments or offers of payments, non-compliance with laws or
other unethical behavior by any of our employees, consultants, sales agents or
distributors, that could be in violation of various laws, including the FCPA, even
though these parties are not always subject to our control.
Our policy is to implement safeguards to discourage these or other unethical
practices by our employees and distributors, including online and in-person
employee trainings, periodic internal audits and standard reviews of our
distributors. However, our existing safeguards and any future improvements
may not prove to be effective, and our employees, consultants, sales agents or
distributors may engage in conduct for which we might be held responsible.
Violations of the FCPA and other laws may result in criminal or civil sanctions,
which could be severe, and we may be subject to other liabilities, which could
negatively affect our business, results of operations and financial condition.
We depend on patents and proprietary rights that may fail to protect our business.
Our success depends to a large extent on our ability to develop proprietary
products and technologies and to establish and protect our patent and
trademark rights in these products and technologies. As of December 31,
2025, we owned 280 issued patents in the United States, 214 issued patents
in Germany and 1,569 issued patents in other major industrialized countries. In
addition, as of December 31, 2025, we had 353 pending patent applications,
and we intend to file applications for additional patents as our products and
technologies are developed.
The patent positions of technology-based companies involve complex and
uncertain legal and factual questions, with laws on patent coverage and
enforceability subject to change. U.S. patent applications remain secret until
issued, and scientific or patent literature publications lag behind discoveries.
Thus, there is no guarantee that patents will be granted from our applications
or, if granted, that they will be broad enough to protect our technology. Issued
patents may be challenged, invalidated or circumvented, potentially diminishing
our competitive advantage and revenue as patents expire and competitors
develop similar products.
Some products use third-party licensed patents and technologies, which provide
competitive advantages but impose commercialization and sublicensing
obligations. Non-compliance could convert exclusive licenses to non-exclusive
or terminate them, leading to a loss of competitive edge and revenue.
We also protect trade secrets and proprietary know-how through confidentiality
agreements with employees and consultants. However, these agreements may
not offer meaningful protection or adequate remedies for unauthorized use or
disclosure, and trade secrets could become known or independently developed
by competitors.
Collaborations with academic researchers and institutions may result in third
parties acquiring rights to inventions developed during these partnerships.
Obtaining regulatory approval and complying with evolving regulations is costly
and time-consuming, potentially affecting our ability to commercialize products
and generate sales.
Operating in a highly regulated global environment exposes us to ongoing
uncertainty around approvals and compliance. Regulatory expectations
continue to shift across major markets, requiring continuous investment in
product development, documentation, quality systems, and monitoring.
Changes in regulations or interpretations may:
• Slow or block product approvals or modifications
• Increase compliance and operational costs
• Limit or interrupt the sale of certain products
Many of our key offerings fall under strict medical‑device and related
regulatory frameworks. Failure to meet evolving requirements—whether in
quality systems, labeling, documentation, or post‑market obligations—could
result in penalties, restrictions, or operational disruptions.
Additionally, products currently sold for research‑use‑only may become subject
to new regulatory expectations, requiring additional steps before they can
continue to be marketed.
Overall, regulatory evolution remains a material factor that can affect timelines,
costs, and market access across our portfolio.
Our business exposes us to potential product liability.
Our product marketing and sales involve inherent product‑liability risks.
Although we currently face no significant claims, future claims may arise,
particularly if product defects, quality issues or failures in our manufacturing
and control processes result in non‑conforming products or performance
concerns. Misuse or perceived misuse of our products—including in sensitive
forensic and human‑identification settings—could also lead to litigation or
reputational harm.
We must comply with laws governing product safety and the handling of
hazardous substances. Accidental contamination, chemical exposure or
injury‑related incidents could result in liability, regulatory action or financial
impact.
Financial risks
Changes in tax laws, regulatory interpretations or reductions in government tax
incentives could increase our effective tax rate, impact our financial flexibility, and
adversely affect our results of operations.
Our effective tax rate benefits from partially tax-exempt income through inter-
company operating and financing structures as well as regional tax rate
variations across our global operations. The statutory corporate tax rate in the
Netherlands is 25.8%, but income or losses in other jurisdictions may be taxed
at higher or lower rates.
Recent global tax reforms, including the OECD’s Pillar Two framework,
introduce a 15% global minimum tax that could significantly impact
multinational businesses, including QIAGEN. The Netherlands has formally
enacted Pillar Two legislation, with certain provisions effective January 1,
2024, and others effective as of January 1, 2025. However, ongoing
discussions among the OECD and participating countries continue to shape its
implementation, creating uncertainty regarding administrative rules and
compliance requirements.
In addition to OECD-driven changes, shifts in U.S. tax policy due to political
uncertainty could lead to corporate tax rate adjustments, changes in transfer
pricing regulations and limitations on deductions for interest and foreign-related
expenses. These changes could increase our tax burden, affect our cash tax
payments and limit our ability to repurchase common shares without incurring
adverse tax consequences.
Furthermore, tax authorities or regulatory bodies, such as the European
Commission, may challenge our tax positions, transfer pricing arrangements or
tax credit eligibility, potentially resulting in additional tax liabilities. These
developments could materially impact our financial results, cash flow and ability
to accurately forecast tax-related expenses.
Our debt obligations may impact our financial condition and flexibility.
We carry significant debt with service obligations and restrictive covenants that
may limit our financial flexibility. High indebtedness increases the risk of
default, restricts our ability to borrow additional funds and could impact our
ability to generate sufficient cash flow to meet interest payments and debt
covenants. If we are unable to secure working capital, new financing or equity
funding, we may need to delay or reduce research and development
investments.
Our debt levels could:
• Limit our ability to make required debt payments
• Restrict access to financing for operations, capital expenditures or debt
service
• Reduce flexibility in responding to industry changes
• Increase vulnerability to economic downturns
Managing our debt effectively is critical to maintaining financial stability and
business continuity.
Our business may require substantial additional capital, which may not be
available on acceptable terms, or at all.
Future capital needs will depend on factors such as:
• Marketing, sales and customer support expenses
• Research and development investments
• Facility expansion
• Acquisitions of technologies, products or businesses
• Product demand and operational costs
• Debt repayment or refinancing
• Hedging activities and tax obligations
We expect to meet short-term capital needs through cash flow from operations
and cash on hand. As of December 31, 2025, we had $1.4 billion in long-
term debt and may choose to refinance these obligations.
If our existing resources become insufficient, we may need to raise funds
through public or private debt or equity financing. However, funding may not
be available on favorable terms, potentially requiring us to reduce or delay
research and development, production, marketing, capital expenditures or
acquisitions, negatively impacting our business. Additionally, issuing equity or
convertible securities could result in shareholder dilution.
Our strategic equity investments may result in losses.
We make strategic investments in businesses as opportunities arise, but these
investments may result in losses. We periodically evaluate their carrying value
based on factors such as recent stock transactions, financial statements and
market conditions. However, valuation fluctuations—driven by factors beyond
our control—may impact our financial results.
Assessing the fair value of non-marketable Life Science investments is inherently
subjective, and if actual outcomes differ from assumptions, we may be required
to write down investments, leading to potential charges against earnings. There
is no guarantee that these investments will yield long-term benefits.
Our ability to accurately forecast quarterly results is impacted by the timing of
customer purchases, which are often concentrated in the final weeks or days of a
quarter.
Many customers delay purchase decisions until late in the quarter as they assess
budget availability and business needs. Additionally, revenue timing from
companion diagnostic partnerships can be unpredictable, further complicating
forecasts.
While we have historically relied on customer purchasing patterns to project
sales, deviations due to market fluctuations, economic conditions or changing
procurement trends can result in significant differences between projected and
actual results.
Due to these factors, we may not have sufficient real-time visibility to adjust
forecasts accurately. If sales fall short of expectations, the market price of our
Common Shares could be adversely affected.
An impairment of goodwill and intangible assets could reduce our earnings.
At December 31, 2025, our consolidated balance sheet included $2.7 billion
of goodwill and $824.1 million of intangible assets. Goodwill arises when the
purchase price of an acquisition exceeds the fair value of net assets, while
intangible assets represent finite-lived assets such as patents or trademarks.
We test goodwill for impairment annually or when events indicate potential
impairment. Intangible assets are reviewed for impairment when changes in
circumstances suggest their carrying value may not be recoverable. These
reviews are often conducted at an asset group level, which for goodwill
currently applies to the entire company.
If impairment is identified, we must immediately record a charge to earnings,
which could adversely impact our financial results.
External risks
Global economic uncertainty, rising rates, and geopolitical tensions may disrupt
markets and supply chains, adversely affecting our operations and financial
performance.
Our global operations are exposed to a broad range of macroeconomic,
geopolitical and regulatory uncertainties that could adversely affect our
business, financial condition and results of operations. Changes in global
economic conditions—including inflationary pressures, tightening monetary
policies, fluctuating energy prices, rising interest rates and volatility in financial
markets – may influence customer purchasing behavior, impact access to
capital, and increase operating costs across our value chain. Shifts in trade
policies, import duties, and tariff regimes, including those arising from evolving
U.S.– China relations or regional policy actions, may create additional cost
burdens or restrictions on the flow of goods, potentially affecting supply chain
stability and market access.
Geopolitical developments, including regional conflicts, terrorist attacks,
sanctions, and sudden policy shifts, can disrupt global markets, weaken supply
chains and contribute to increased uncertainty in countries where we operate or
where our suppliers and customers are located. Recent conflicts and
geopolitical tensions have demonstrated the potential for sudden changes in
trade routes, logistics availability, and energy costs, as well as heightened risks
of cyber disruption and political instability. These conditions may also amplify
operational challenges for suppliers and third‑party logistics partners, further
affecting product availability or delivery timelines.
At the same time, we operate in a complex international tax and regulatory
environment that continues to evolve. Changes in national tax reforms,
international frameworks, or divergent local interpretations may require
adjustments to our compliance processes and could influence effective tax rates
or create additional reporting obligations. Broader policy developments—
including sanctions, trade restrictions, or regulatory tightening in certain
jurisdictions—may impact strategic planning and overall market predictability.
If these economic, geopolitical, trade or regulatory pressures intensify, or if our
ability to respond to such developments is limited, we may experience
increased costs, reduced demand, supply chain interruptions, or constraints on
commercial activities. These developments may also influence the timing of
investment decisions, affect operational resilience, or alter stakeholder
confidence. Individually or collectively, these factors could adversely impact our
business performance, financial results or long‑term strategic objectives.
We may encounter delays in receipt, or limits in the amount, of reimbursement
approvals and public health funding, which may negatively impact our ability to
grow revenues in the healthcare market or our profitability.
Our growth and profitability in the healthcare and diagnostics markets are
influenced by the pace, scope, and consistency of reimbursement approvals
and public health funding.Delays or limits in reimbursement approvals and
public health funding may hinder our revenue growth and profitability in the
healthcare and diagnostics markets. Our ability to expand depends heavily on
the pace and consistency of reimbursement decisions from government
agencies, private insurers, and other payors. These decisions require extensive
scientific and economic evidence, can be slow and resource‑intensive, and are
not guaranteed to be favorable or sustained.
Payors have become increasingly cautious about covering new diagnostic
technologies, often limiting coverage or exerting pricing pressure. Insufficient or
variable reimbursement levels may constrain adoption, require pricing
adjustments, and negatively affect margins. Many customers also rely on
reimbursement support to drive market uptake, while global payors continue to
pursue cost‑containment measures that could reduce reimbursement rates.
In the United States, ongoing policy uncertainty—including potential changes to
the Affordable Care Act—may delay customer purchasing decisions. Under the
Protecting Access to Medicare Act (PAMA), Medicare rates for certain
diagnostic tests are tied to private‑payor pricing, a system that has historically
reduced reimbursement levels. Although recent legislation has delayed further
PAMA‑related cuts until 2027 and updated the reporting year to better reflect
current pricing, future rate‑setting remains uncertain. Proposed reforms, such as
the RESULTS Act, could influence future methodologies, but no lasting solution
has been enacted.
As a result, continued pressure on reimbursement rates may limit market
expansion and adversely affect our operating results.
Reduction in research and development budgets and government funding may
result in reduced sales.
Our customers include pharmaceutical and biotechnology companies,
academic institutions, and government and private laboratories. Demand for
our products is influenced by fluctuations in research and development 
budgets, which can be impacted by funding availability, industry mergers,
shifting spending priorities and institutional policies. Any significant reduction in
Life Sciences research and development spending could adversely affect our
financial performance.
The pharmaceutical and biotechnology industries have undergone significant
restructuring and consolidation in recent years. Further mergers may result in
customer loss, reducing demand for our products and negatively impacting our
results.
We also sell to universities, government laboratories and private foundations,
many of which rely on government grants, particularly from agencies like the
U.S. National Institutes of Health (NIH), the largest source of Life Sciences
funding in the country. While research funding has increased in recent years,
future levels remain uncertain due to federal and state budget constraints.
Government funding decisions, which are subject to unpredictable political
processes, can cause purchasing delays and impact our sales.
Efforts to reduce budget deficits have previously included cuts to NIH and other
global research agencies. A reduction in government funding for Life Sciences
research could significantly impact our business and results of operations.
Competition could reduce our sales.
The markets for our products are highly competitive. Many competitors have
greater financial, operational, sales, marketing and research and development
resources. They may develop new technologies that compete with or render our
products obsolete and could gain regulatory approval from agencies such as
the U.S. Food and Drug Administration (FDA) and international regulators.
Competitors offering superior technology, cost-effective solutions or faster
regulatory approval could adversely impact our sales and operations.
Our business growth depends on converting users from competing products to
our sample and assay technologies. However, switching suppliers can be time-
consuming and costly, as customers must integrate new products into their
workflows. If we fail to be first to market with innovative solutions, our
competitive position and sales may suffer.
Additionally, in commercial clinical diagnostics, we often compete with
laboratory-developed tests (LDTs) created by our customers. Converting users
from LDTs to our commercial assays remains a challenge, which may impact
our market adoption and revenue.
We rely on collaborative commercial relationships to develop and/or market
some of our products.
Our long-term strategy includes forming strategic alliances and marketing
arrangements with academic, corporate and other partners for developing,
commercializing and distributing our products. We may face challenges in
negotiating these collaborations and maintaining them, and partners might
develop competing products.
Our Precision Diagnostics business collaborates with pharmaceutical and
biotech companies to co-develop companion diagnostics for their drugs. The
success of these programs depends on our partners' commitment, clinical trial
outcomes and regulatory approvals. Sales of companion diagnostics are closely
tied to the commercial success of the related drugs.
Marketing QIAGEN products often relies on joint ventures or distributorships,
especially in emerging markets where we partner with local companies. The
success of these partnerships impacts our sales and profitability in these
regions.
Real or perceived defects in or misuse of our products could adversely affect our
results of operations, growth prospects and reputation.
We sell our products in over 160 countries, directly or through partners. Due to
our extensive operations, tracking end-user usage can be challenging. Misuse
or perceived misuse of our products could harm our reputation and customer
trust, impacting market acceptance.
Our customers, particularly in law enforcement and government, use our
products for critical applications like forensic testing and human identification.
They have low tolerance for defects, which could interfere with justice
administration and damage forensic evidence. Defects or misuse, real or
perceived, could lead to lost sales, increased service and replacement costs,
reputational damage, customer loss, liability for damages and resource
diversion, adversely affecting our business.
If our products are used unethically or unlawfully, it could harm our reputation
and operations. We strive to ensure ethical and lawful use but cannot
guarantee against misuse claims. Allegations of misuse, even if unfounded,
could damage our reputation.
Our brand and reputation are crucial for business success. Maintaining them
depends on delivering high-quality products and services. Negative reviews or
publicity, especially in media, could harm our reputation and sales, adversely
affecting our business and financial results.
Stock and shareholder risks
Fluctuations in results may impact the market price of our common shares.
Our operating results can vary significantly from quarter to quarter and year to
year, influenced by multiple factors, including:
• Demand for our products and customer purchasing cycles
• Timing of research budgets and commercialization efforts
• Government funding allocations affecting customer spending
• Regulatory approvals and research and development activities
• Sales and marketing expenses, as well as exit activities
• New product launches by us or competitors
• Competitive market conditions and macroeconomic trends
• Exchange rate fluctuations affecting international revenue
We set expense levels based on anticipated sales trends, but actual sales and
earnings may deviate from expectations, leading to variability in financial
performance. As a result, our quarterly and annual results may not be indicative
of future performance. If our results fail to meet or exceed analyst or investor
expectations, the market price of our common shares could decline.
Our common shares may have a volatile public trading price.
The market price of our common shares has been highly volatile since our initial
public offering in September 1996. Our shares have been listed on the New
York Stock Exchange since January 10, 2018, after previously trading on
Nasdaq. Over the past two years, our stock price has ranged from $37.63 to
$51.88 and from €32.50 to €46.21 on the Frankfurt Stock Exchange. In
addition to overall stock market fluctuations, factors that may have a significant
impact on the price of our common shares include:
• New product launches or technological advancements by us or competitors
• Changes in collaborations or partnerships
• Quarterly financial performance and comparisons with peer companies
• Regulatory, tax or patent law changes
• Developments in intellectual property rights
• Government funding for Life Sciences research
• General market trends in diagnostics, pharmaceuticals and biotechnology
• Foreign exchange rate fluctuations
The stock market has experienced extreme price and volume fluctuations,
particularly affecting technology-based companies, often unrelated to their
operating performance. These broad market swings may negatively impact the
price of our common shares.
Future sales and issuances of our common shares could adversely affect our stock
price.
The future sale or issuance of a large number of our common shares could
negatively impact their market price. Dutch law allows a company to issue
shares up to its authorized share capital as specified in its Articles of
Association. Our authorized share capital is €9 million, divided into
410.0 million common shares, 40.0 million financing preference shares and
450.0 million preference shares, each with a €0.01 par value. As of December
31, 2025, approximately 216.9 million common shares were outstanding, with
an additional 11.4 million reserved under stock plans, including shares subject
to outstanding awards. Furthermore, up to  27.1 million shares may be issued
upon conversion of debt. Most of our outstanding common shares can be sold
without restriction, except those held by affiliates, which have resale limitations.
Shareholders could be subject to unfavorable tax treatment.
The tax treatment of an investment in our common shares may vary depending
on the jurisdiction in which a shareholder is subject to tax, the shareholder’s
particular circumstances and the manner in which the shares are held. Changes
in tax laws, regulations, administrative guidance or interpretations in relevant
jurisdictions, possibly with retroactive effect, could adversely affect the tax
consequences of the ownership or disposition of our common shares. In
addition, tax authorities could challenge the treatment applied by shareholders
or intermediaries. Any such developments could result in unfavorable tax
treatment for shareholders, including in respect of dividends, capital gains,
withholding, transfer or other taxes, and could adversely affect the value of,
and return on, an investment in our common shares.
In addition, for U.S. federal income tax purposes, we could be classified as a
passive foreign investment company, or PFIC, in any taxable year if either 75%
or more of our gross income is passive income or 50% or more of the value of
our assets is attributable to assets that produce passive income or are held for
the production of passive income. Based on our income, assets and activities
for 2025, we do not believe that we were a PFIC for U.S. federal income tax
purposes, and we do not currently expect to become a PFIC in the foreseeable
future. However, the determination of PFIC status is made annually and
depends on the composition of our income, assets and activities from time to
time, as well as, in part, on the value of our assets, including goodwill, which
may be affected by changes in the market price of our common shares.
Accordingly, there can be no assurance that we will not be classified as a PFIC
for the current taxable year or any future taxable year, or that the IRS will not
challenge any determination we make with respect to our PFIC status. If we
were classified as a PFIC, U.S. holders of our common shares could be subject
to adverse U.S. federal income tax consequences.
Provisions of our Articles of Association and Dutch law and an option we have
granted may make it difficult to replace or remove management and may inhibit
or delay a takeover.
Our Articles of Association require a two-thirds shareholder vote, representing
over 50% of issued share capital, to suspend or dismiss Managing and
Supervisory Directors against their wishes. If proposed by the joint Supervisory
and Managing Boards, a simple majority is sufficient. Shareholders may also
overrule Board nominations with the same two-thirds vote and share capital
threshold. To prevent hostile takeovers, our Supervisory Board can issue
preference shares if a third party acquires 20% or more of share capital or is
deemed an "adverse person." This may discourage bids or lead to negotiations
for better terms.
In 2004, we granted the Dutch foundation Stichting Preferente Aandelen
QIAGEN the option to acquire preference shares equal to all outstanding
common shares minus one to block or delay an unfavorable change of control.
The foundation must act in our and stakeholders' interests when exercising this
option. Key restrictions on the Foundation’s ability to prevent or delay a change
of control include the following:
• protective shares may be issued only after a third party has publicly
announced an offer; and
• any such protective stake may be held for a maximum period of two years,
after which the Foundation must reduce its holding to below the 30% voting
rights threshold.
Note regarding forward-looking statements and risk factors
Our future operating results may be affected by various risk factors, many of
which are beyond our control. Certain statements included in this annual report
and the documents incorporated herein by reference may be forward-looking
statements within the meaning of Section 27A of the U.S. Securities Act of
1933, as amended, and Section 21E of the U.S. Securities Exchange Act of
1934, as amended, including statements regarding potential future net sales,
gross profit, net income and liquidity.
These statements can be identified by the use of forward-looking terminology
such as “believe,” “hope,” “plan,” “intend,” “seek,” “may,” “will,” “could,”
“should,” “would,” “expect,” “anticipate,” “estimate,” “continue” or other
similar words. Reference is made in particular to the description of our plans
and objectives for future operations, assumptions underlying such plans and
objectives, and other forward-looking statements. Such statements are based on
management’s current expectations and are subject to a number of factors and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements.
We caution investors that there can be no assurance that actual results or
business conditions will not differ materially from those projected or suggested
in such forward-looking statements as a result of various factors.
Factors that could cause such results to differ materially from those described in
the forward-looking statements include those set forth in the risk factors above.
As a result, our future success involves a high degree of risk. When considering
forward-looking statements, readers should keep in mind that the risk factors
could cause our actual results to differ significantly from those contained in any
forward-looking statement.
Operating and Financial Review
This section contains a number of forward-looking statements. These statements
are based on current management expectations, and actual results may differ
materially. Among the factors that could cause actual results to differ from
management’s expectations are those described in Risk Factors and Note
Regarding Forward-looking Statements and Risk Factors in this Annual Report.
The discussion that follows focuses on 2025 with comparisons to 2024. For
discussion of the year ended December 31, 2024, compared to 2023, refer to
our December 31, 2024 Annual Report.
Operating Results
Overview
Financial highlights of 2025 include:
• Total net sales increased 6% in 2025 from 2024, driven by our pillars of
growth and by high recurring revenues, which accounted for approximately
90% of total net sales. Favorable currency movements against the U.S. dollar
had a positive impact on total net sales by one percentage point over the
prior year.
• The operating income margin in 2025 was 22.4% of sales compared to
5.9% in 2024, While the 2024 operating income margin included the
impact of the 2024 Efficiency Program discussed in Note 6 "Restructuring,"
the improvement in operating income margin also reflects a reduction in
operating expenses compared to 2024, driven by broad efficiency
improvements that facilitated reinvestments into growth initiatives
• Net cash provided by operating activities decreased 2% to $692 million in
2025 from $708 million in 2024. Cash flows in 2025 included cash
restructuring payments for the 2024 Efficiency Program and reflected
increased working capital requirements.
Foreign Currencies
The reporting currency of QIAGEN N.V. is the U.S. dollar. The functional
currency of most of our subsidiaries are the local currencies of the countries in
which they are headquartered. All amounts in the financial statements of entities
whose functional currency is not the U.S. dollar are translated into U.S. dollar
equivalents at exchange rates as follows: (1) assets and liabilities at period-end
rates, (2) income statement accounts at average exchange rates for the period,
and (3) components of equity at historical rates. Translation gains or losses are
recorded in equity, and transaction gains and losses are reflected in net
income.
Year Ended December 31, 2025, Compared to 2024
Net Sales
(in millions)
2025
2024
Product type
Net sales
% of net sales
Net sales
% of net sales
% change
Consumables and related revenues
$1,876.4
90%
$1,760.2
89%
+7%
Instruments
213.6
10%
218.0
11%
-2%
Net sales
$2,090.0
$1,978.2
+6%
(in millions)
2025
2024
Product group
Net sales
% of net sales
Net sales
% of net sales
% change
Sample technologies
$661.3
32%
$642.0
32%
+3%
Diagnostic solutions
803.1
38%
748.9
38%
+7%
PCR / Nucleic acid amplification
309.0
15%
300.5
15%
+3%
Genomics / NGS
241.8
12%
233.6
12%
+3%
Other
74.9
4%
53.2
3%
+41%
Net sales
$2,090.0
$1,978.2
+6%
Sample technologies include the sale of consumables kits and instruments
used to obtain DNA, RNA and proteins from biological samples. This product
group grew 3% in 2025 to $661.3 million on higher sales of consumables, in
particular automated kit sales. Favorable currency movements against the U.S.
dollar positively impacted the sales of sample technologies by more than one
percentage point in 2025 over the prior year.
Diagnostic Solutions include the sale of regulated consumable kits and
instruments for use in clinical healthcare as well as revenues from our Precision
Diagnostics portfolio and companion diagnostic co-development projects with
pharmaceutical companies. Sales in this product group grew 7% in 2025 to
$803.1 million, driven by solid gains in the sale of consumables, while
instrument sales were lower compared to 2024. QIAstat-DX led the
performance, with sales rising 27% in 2025, driven by ongoing strong
instrument placements and solid consumables demand for all syndromic panels.
QuantiFERON-TB also grew 11% in 2025, supported by conversion from the
tuberculin test in all regions along with broader test-market expansion.
Favorable currency movements against the U.S. dollar positively impacted this
product group by approximately one percentage point in 2025 over the prior
year.
PCR / Nucleic Acid Amplification involves consumable kits used in non-
regulated applications. Overall product group sales grew 3% in 2025 to
$309.0 million, primarily driven by strong demand for consumables,
particularly in the QIAcuity digital PCR systems. QIAcuity delivered growth in
2025 as sales in consumables more than offset lower instrument sales impacted
by ongoing cautious spending among Life Sciences customers. Other PCR
consumables sales also grew compared to 2024, primarily driven by growth in
the Enzymes and human ID/Forensics portfolio. Favorable currency movements
against the U.S. dollar contributed more than a one percentage point
improvement for this product group in 2025 compared with the prior year.
Genomics/NGS involves our portfolio of universal solutions as well as the full
QIAGEN Digital Insights (QDI) portfolio. Sales in this product group rose 3% to
$241.8 million in 2025, driven by higher sales from the QDI bioinformatics
sales, with underlying strong growth in the portfolio enhanced by contributions
from Genoox since its acquisition in mid-2025. Consumable sales on universal
NGS panels for use on any sequencer also delivered growth compared to
2024. Favorable currency movements against the U.S. dollar positively
impacted the sales in this product group by more than one percentage point in
2025 over the prior year.
Geographic region
(in millions)
2025
2024
% change
Americas
$1,086.5
$1,031.6
+5%
Europe, Middle East and
Africa
712.8
648.5
+10%
Asia Pacific, Japan and
Rest of World
290.7
298.2
-2%
Net sales
$2,090.0
$1,978.2
+6%
Net sales in the Americas region increased 5% in 2025, driven by improving
demand for QuantiFERON, QIAstat-Dx and QIAcuity consumables. Higher
sales were seen in the U.S. and Brazil, against lower results in Canada
compared to 2024.
Net sales in the Europe, Middle East and Africa (EMEA) region increased
10% to $712.8 million in 2025, primarily driven by the sales in Germany,
United Kingdom, France and Italy.
Net sales in the Asia Pacific, Japan and Rest of World region declined
2% in 2025, as lower demand in China offset higher sales in Australia and
Japan.
Gross Profit
(in millions)
2025
2024
% change
Gross profit
$1,292.9
$961.8
+34%
Gross margin
61.9%
48.6%
Variations in sales levels between periods can lead to fluctuations in gross
profit, as gross margin is affected by changes in the sales mix and performance
of individual products. In 2025, gross margin benefited from a favorable sales
mix, as sales of consumables and related products—which carry a higher gross
margin than instrumentation products—increased by 7%. Additionally, the
impact of the sales mix was also favorable within the instrumentation category,
where net sales declined by 2%, mitigating the effect of lower-margin products.
Furthermore, gross profit absorbed the negative impact of new tariffs.
The gross margin in 2025 is higher compared to 2024 in part due to total
restructuring charges of $295.1 million, which include $93.5 million of
inventory write-offs and $133.7 million of intangible asset impairments
recorded in connection with the 2024 Efficiency Program discussed in Note 6
"Restructuring."
Operating Expenses
(in millions)
2025
2024
Expenses
% of net sales
Expenses
% of net sales
% change
Sales and marketing expense
($465.7)
22.3%
($460.0)
23.3%
+1%
Research and development expense
(177.1)
8.5%
(183.3)
9.3%
-3%
General and administrative expense
(123.0)
5.9%
(110.8)
5.6%
+11%
Restructuring, acquisition, integration and other, net
(59.3)
2.8%
(90.2)
4.6%
-34%
Other operating income
0.2
—%
0.4
—%
Other operating expense
(0.4)
—%
(0.6)
0.0%
Total operating expenses, net
($825.3)
39.5%
($844.4)
42.7%
Income from operations
$467.6
22.4%
$117.3
5.9%
Sales and Marketing
Sales and marketing expenses increased 1% to $465.7 million in 2025 but
declined to 22.3% of sales from 23.3% in 2024. The overall increase in sales
and marketing expenses primarily reflects changes in freight and other supply
chain costs as well as an unfavorable currency impact of $7.8 million. Sales
and marketing expenses are primarily associated with personnel, commissions,
advertising, trade shows, publications, freight and logistics expenses, and other
promotional expenses. The increased use of digital customer engagement
continues to build on new customer habits and enhances customer engagement,
with a focus on greater efficiency and effectiveness.
Research and Development
Research and development expenses decreased 3% to $177.1 million in 2025
and decreased to 8.5% of sales from 9.3% in 2024. The decrease reflects the
June 2024 decision to discontinue the NeuMoDx system, partially offset by a
$5.5 million unfavorable currency impact. We continue to focus on investments
targeted to drive sustainable growth. As we continue to discover, develop and
acquire new products and technologies, we expect to incur additional expenses
related to facilities, licenses and employees engaged in research and
development. Overall, research and development costs are expected to
increase as a result of seeking regulatory approvals, including U.S. FDA Pre-
Market Approval (PMA), U.S. FDA 510(k) clearance and EU CE approval of
certain assays or instruments. Further, business combinations, along with the
acquisition of new technologies, may increase our research and development
costs in the future. We have a strong commitment to innovation and expect to
continue to make investments in our research and development efforts.
General and Administrative
General and administrative expenses increased 11% to $123.0 million in
2025 and increased to 5.9% of sales from 5.6% in 2024. These results reflect
investments in our information technology systems (including an upgrade of the
SAP enterprise resource planning system) and into cyber security measures
offset by efficiency gains across many administrative functions. General and
administrative costs include an unfavorable currency impact of $3.5 million in
2025. In the future, we expect to incur higher costs due to increased licensing
and information technology expenses, as well as increased cyber security costs.
Restructuring, Acquisition, Integration and Other, net
Restructuring, acquisition, integration and other, net expenses decreased to
$59.3 million in 2025, or 2.8% of sales, from $90.2 million, or 4.6% of sales,
in 2024. Expenses incurred in 2025 primarily included charges related to
restructuring programs, as discussed further in  Note 6 "Restructuring," namely
the 2024 Efficiency Program and a continuation of efficiency measures into the
2025 Restructuring Program. Expenses incurred in 2024 included charges
related to the 2024 Efficiency Program as well as integration costs related to
our acquisition of Verogen, Inc., in January 2023. We expect to incur
additional restructuring, acquisition, integration and other costs.
Financial Income (Expense)
(in millions)
2025
2024
% change
Financial income
$64.3
$68.0
-5%
Financial expense
(37.8)
(47.3)
-20%
Gain from equity
accounted investments
4.4
5.7
-23%
Non-monetary (loss) gain,
net
(0.9)
0.2
-525%
Other financial results
(27.1)
47.4
-157%
Total financial
income, net
$3.0
$74.0
-96%
Financial income includes interest earned on cash, cash equivalents and current
financial assets, income related to certain interest rate derivatives as discussed
in Note 26 "Financial Risk Factors and Use of Derivative Financial Instruments"
and other components including the interest portion of operating lease
transactions. The fluctuation in 2025 compared to the prior year attributable to
changing interest rates and the duration and level of short-term investments held
during the period.
Financial expense primarily relates to debt, as discussed in Note 16 "Financial
Debts" in the accompanying notes to consolidated financial statements. The
decrease in 2025 compared to 2024 is driven by the repayment of a portion
of the 2027 Notes totaling $474.0 million and the repayment of one tranche of
2022 Schuldschein in July 2025 for $60.2 million, partially offset by the
issuance of the 2032 Notes in September 2025 totaling $750.0 million.
Interest expense was also lowered by capitalized interest associated with assets
under construction.
Our share of income from equity accounted investments resulted to gains of
$4.4 million and $5.7 million for the years ended December 31, 2025 and
2024, respectively, as discussed in Note 11 "Equity Accounted Investments."
Other financial results was $27.1 million of loss for the year ended December
31, 2025 which primarily included $19.0 million related to the fair value
change in warrants and embedded conversion option as discussed in Note 26
"Financial Risk Factors and Use of Derivative Financial Instruments" and a loss
of $8.4 million on foreign currency transactions.
Other financial results was $47.4 million of gain for the year ended December
31, 2024. Other financial results included $44.5 million related to the fair
value change in warrants and embedded conversion option and a loss of $4.5
million on foreign currency transactions.
Income Tax Expense
(in millions)
2025
2024
% change
Income before income
tax expense
$470.6
$191.4
+146%
Income tax expense
(68.6)
(34.3)
+100%
Net income
$402.0
$157.1
Effective tax rate
14.6%
36.4%
In 2025, our effective tax rate was 14.6% compared to 36.4% in 2024. Our
effective tax rate differs from the Netherlands' statutory tax rate of 25.8% due
in part to our operating subsidiaries being exposed to statutory tax rates
ranging from zero to 35%. Fluctuations in the distribution of pre-tax income or
loss among our operating subsidiaries can lead to fluctuations of the effective
tax rate in the consolidated financial statements. We record partial tax
exemptions on foreign income primarily derived from operations in Germany.
These foreign tax benefits are due to a combination of favorable tax laws and
exemptions in these jurisdictions, including intercompany foreign royalty income
in Germany which is statutorily exempt from trade tax. Further, we have
intercompany financing arrangements in which the intercompany income is
subject to lower statutory income tax rates. The Organization for Economic Co-
operation and Development (OECD) has implemented a global minimum
corporate tax of 15% for companies with global revenues and profits above
certain thresholds (referred to as Pillar Two) effective January 1, 2024. The
Netherlands formally enacted the Pillar Two legislation into domestic law. We
are subject to the top-up tax in relation to our operations in Poland in 2025.
See Note 17 "Income Tax" to the consolidated financial statements for a full
reconciliation of the Netherlands' statutory income tax rate to the effective tax
rate.
In future periods, our effective tax rate may fluctuate due to similar or other
factors as discussed in "Changes in tax laws, regulatory interpretations or
reductions in government tax incentives could increase our effective tax rate,
impact our financial flexibility and adversely affect our results of operations" in
Risk Factors.
Liquidity and Capital Resources
To date, we have funded our business through internally generated funds, debt,
as well as private and public sales of equity. Our primary use of cash has been
to strengthen our business operations, to fund dividends and capital repayments
to shareholders and to repay debt, while our investing activities have focused
on capital expenditure requirements and acquisitions.
(in millions)
2025
2024
Cash and cash equivalents
$838.6
$663.0
Current financial assets
259.9
489.4
Total cash and cash equivalents and
current financial assets
$1,098.5
$1,152.5
Working capital
$1,464.6
$955.5
Cash and cash equivalents are primarily held in U.S. dollars and euros, other
than those cash balances maintained in the local currency of subsidiaries to
meet local working capital needs. At December 31, 2025, cash and cash
equivalents had increased by $175.6 million from December 31, 2024,
primarily as a result of cash provided by operating activities of $692.0 million,
partially offset by cash used in investing activities of $315.7 million and cash
used in financing activities of $206.1 million as discussed in the Cash Flow
Summary below. The decrease in current financial assets at December 31,
2025, is the result of our active cash management. The overall higher cash and
cash equivalent balance together with a lower current portion of long-term debt
led to the increase of working capital at December 31, 2025.
Cash Flow Summary
(in millions)
2025
2024
Net cash provided by operating activities
$692.0
$707.8
Net cash used in investing activities
(315.7)
(259.4)
Net cash used in financing activities
(206.1)
(446.8)
Effect of exchange rate changes on cash and
cash equivalents
5.3
(5.9)
Net increase (decrease) in cash and
cash equivalents
$175.6
($4.3)
Operating Activities
For the year ended December 31, 2025, we generated net cash from
operating activities of $692.0 million compared to $707.8 million in 2024.
While net income was $402.0 million in 2025, non-cash components in
income included $202.6 million of depreciation and amortization, $50.4
million of share-based compensation $22.4 million non-cash impairments
primarily recorded in connection with the program discussed in Note 6
"Restructuring," as well as the impairment of an equity method investment as
further discussed in Note 11 "Equity Accounted Investments." and $3.4 million
of amortization of debt discount and issuance costs. The decrease in net cash
provided by operating activities in 2025 compared to 2024 primarily includes
a net decrease in net operating assets driven by increased accounts receivable
as well as inventories, and decreased accounts payable and accrued and other
liabilities, including restructuring related payments. Because we heavily rely on
cash generated from our operating activities to fund our business, a decrease in
demand for our products, longer collection cycles or significant technology
advances by competitors could have a negative impact on our liquidity.
Investing Activities
Approximately $315.7 million of cash was used in investing activities in 2025
compared to $259.4 million in 2024. Investing activities during 2025
consisted principally of $369.0 million for purchases of unquoted debt
securities, $291.2 million of net cash paid for the acquisition of Genoox and
Parse Biosciences, $130.3 million paid for intangible assets, $76.8 million in
cash paid for purchases of property and equipment and $32.2 million paid to
our derivative counterparties to collateralize our derivative liabilities with them
as discussed in Note 26 "Financial Risk Factors and Use of Derivative Financial
Instruments" and this was partially offset by cash inflows of $597.1 million from
the redemption of unquoted debt securities.
Cash used in investing activities during 2024 consisted principally of $685.9
million for purchases of unquoted debt securities, $103.2 million paid for
intangible assets and $68.0 million for purchases of property, plant and
equipment. This was partially offset by cash inflows of $585.0 million from the
redemption of unquoted debt securities and $25.4 million received from our
derivative counterparties to collateralize our derivative liabilities with them.
Financing Activities
For the year ended December 31, 2025, cash used in financing activities was
$206.1 million compared to $446.8 million in 2024. Financing activities
during 2025 included $534.2 million for the repayment of long-term debt,
$280.1 million capital repayment made as part of a synthetic share repurchase
discussed in Note 18 "Equity," $54.2 million of cash dividends paid, $27.3
million paid in connection with net share settlement for tax withholding related
to the vesting of stock awards, $27.1 million payment of leases and $16.1
million paid to our derivative counterparties to collateralize derivative assets
that we hold with them. This was partially offset by $742.3 million from the
issuance of convertible notes.
In 2024, cash used in financing activities totaled $446.8 million and consisted
of $601.5 million for the repayment of long-term debt, $34.2 million paid in
connection with net share settlement for tax withholding related to the vesting of
stock awards, and $23.9 million payment of leases partially offset by $494.2
million received from the issuance of convertible notes and $11.4 million paid
to our derivative counterparties to collateralize derivative assets that we hold
with them.
Other Factors Affecting Liquidity and Capital Resources
As of December 31, 2025, we carry $1.4 billion of long-term debt, all of
which is long-term.
In January 2026, we completed a synthetic share repurchase that combined a
direct capital repayment with a reverse stock split. The transaction was
announced on December 18, 2025, and  executed on January 8, 2026, and
involved an approach used by various large, multinational Dutch companies to
provide returns to all shareholders in a faster and more efficient manner than
traditional open-market repurchases. A total $496.7 million was returned to
shareholders through the transaction, which reduced the total number of issued
common shares by approximately 5.0% to 206.8 million (of which 0.7 million
are held in Treasury shares) as of January 31, 2026.
In September 2025, we issued a $750.0 million aggregate principal amount of
2.0% coupon convertible notes due 2032 (2032 Notes). The 2032 Notes will
mature on September 4, 2032, unless converted in accordance with their terms
prior to such date as described more fully in Note 16 "Financial Debts."
In June 2025, our shareholders approved a cash dividend totaling $54.2
million, which was paid in July 2025 as further discussed in Note 18 "Equity."
In January 2025, we completed a synthetic share repurchase that combined a
direct capital repayment with a reverse stock split. A total $280.1 million was
returned to shareholders through the transaction, which reduced the total
number of issued common shares by approximately 2.8%.
In December 2024, we renewed the €400 million syndicated revolving credit
facility with a tenor of five years, and with the ability to be extended twice by a
one-year period. No amounts were utilized during 2025. The facility can be
utilized in euros and bears interest of 0.550% to 1.500% above EURIBOR and
is offered with interest periods of one, three or six months. The interest rate
margin is subject to our leverage ratio. No amounts were drawn under the
syndicated revolving credit facility in 2025. We have additional credit lines
totaling €13.0 million with no expiration date. €8.2 million of these facilities
are used for bank guarantees and were not drawn in cash as of December 31,
2025.
In September 2024, we issued a $500.0 million aggregate principal amount of
2.5% coupon convertible notes due 2031 (2031 Notes). The 2031 Notes will
mature on September 10, 2031, unless converted in accordance with their
terms prior to such date as described more fully in Note 16 "Financial Debts."
In January 2024, we completed a synthetic share repurchase that combined a
direct capital repayment with a reverse stock split. A total $295.2 million was
returned to shareholders through the transaction, which reduced the total
number of issued common shares by approximately 3%.
In July and August 2022, we completed a German private placement bond
(2022 Schuldschein), which was issued in various tranches totaling €370.0
million due in various periods through 2035 as described more fully in Note 16
"Financial Debts." Interest rates are linked to our ESG performance. Following
the July 2025 repayment of $60.2 million at maturity, $373.7 million remains
outstanding as of December 31, 2025.
In December 2020, we issued a $500.0 million aggregate principal amount of
zero-coupon convertible notes due in 2027 (2027 Notes). During the year on
the December 17, 2025, put date, $474.0 million of the 2027 Notes was
repaid at the election of the bondholders, after which the remaining
$23.2 million was reclassified to long-term debt. The remaining 2027 Notes
will mature on December 17, 2027, unless converted in accordance with their
terms prior to such date as described more fully in Note 16 "Financial Debts."
In November 2018, we issued a $500.0 million aggregate principal amount of
cash convertible senior notes due in 2024 (2024 Notes), which were due and
repaid in November 2024.
In 2017, we completed a German private placement (2017 Schuldschein)
consisting of various tranches denominated in U.S. dollars or euros at either
floating or fixed rates and due at various dates through June 2027. As of
December 31, 2025, a total of $17.0 million is outstanding.
We have lease obligations, including interest, in the aggregate amount of
$182.8 million, of which $34.1 million was current as of December 31, 2025.
We also have purchase obligations of $148.7 million and license commitments
of $18.5 million. In connection with certain acquisitions that we have
completed, QIAGEN could be required to make additional contingent cash
payments of up to $71.9 million based on the achievement of certain revenue
and operating results milestones. These obligations are further discussed in 
Note 13 "Leases" and Note 20 "Commitments and Contingencies" in the
consolidated financial statements.
Liabilities associated with uncertain tax positions, including interest and
penalties, were estimated at $149.5 million as of December 31, 2025.
Ultimate settlement of these liabilities is dependent on factors outside of our
control, such as examinations by the respective taxing authorities and
expiration of statutes of limitation for assessment of additional taxes. Therefore,
we cannot reasonably estimate when, if ever, this amount will be paid.
We did not use special purpose entities and did not have any off-balance sheet
financing arrangements during the years ended December 31, 2025 and
2024.
We expect that cash from financing activities will continue to be impacted by
issuances of our common shares in connection with our share-based
compensation plans, and that the market performance of our shares will impact
the timing and volume of the issuances. Additionally, we may make future
acquisitions or investments requiring cash payments, the issuance of additional
debt or equity financing.
We believe that funds from operations, existing cash and cash equivalents,
together with the proceeds from any public and private sales of equity, and
availability of financing facilities, would be sufficient to fund our planned
operations and expansion in the coming year. However, any global economic
downturn may have a greater impact on our business than currently expected,
and we may experience a decrease in the sales of our products, which could
impact our ability to generate cash. If our future cash flows from operations and
other capital resources are not adequate to fund our liquidity needs, we may be
required to obtain additional debt or equity financing or to reduce or delay our
capital expenditures, acquisitions or research and development projects. If we
could not obtain financing on a timely basis or at satisfactory terms, or
implement timely reductions in our expenditures, our business could be
adversely affected.
Policy on Dividend Distribution
To further support shareholder value, QIAGEN implemented a dividend policy
in 2025, and the first annual dividend was paid to shareholders after the
proposal was approved by shareholders at the Annual General Meeting (AGM)
in June 2025.
QIAGEN's objective is to provide shareholders with a steadily increasing
dividend, distributed on an annual basis after the AGM. Each year, the
Managing Board—after receiving prior consent from the Supervisory Board—
presents a dividend proposal at the AGM detailing the suggested payout for
the preceding year. The actual dividend declared depends on the presence of
distributable profits, accumulated earnings and available cash. Any dividend
proposal may also be influenced by factors such as anticipated future liquidity
needs, including investments to expand production capacity, as well as working
capital requirements, financing required for ongoing research and development
initiatives and potential acquisition opportunities. Additionally, any changes in
relevant tax or corporate legislation could impact the dividend proposal. 
Dividends are distributed from retained earnings as reported in our annual
financial statements.
Credit Rating
We currently do not have a public rating issued by any credit rating agency.
QIAGEN Perspectives for 2026
The Managing Board expects that in 2026 QIAGEN will continue to execute its
strategy aimed at sustainable long-term value creation. We will remain focused
on disciplined execution, innovation, customer relevance and responsible
capital allocation, while taking into account the interests of its stakeholders.
Priority will continue to be given to the further development of QIAGEN’s
strategic Growth Pillars involving Sample technologies, QIAstat-Dx, QIAcuity,
QIAGEN Digital Insights and QuantiFERON. In these areas, QIAGEN expects
to focus on innovation, menu and application expansion, automation, digital
capabilities and the strengthening of market positions in selected growth
markets.
QIAGEN also expects to maintain a prudent financing approach in 2026. The
company expects that planned operations and investments will continue to be
funded primarily from funds from operations, existing cash resources and
available financing facilities, while remaining focused on financial flexibility,
balance sheet discipline, responsible capital allocation and shareholder returns.
QIAGEN expects to continue aligning its workforce and organizational
structure with its strategic priorities. This includes further organizational
alignment and efficiency measures. QIAGEN will continue to focus on quality,
regulatory compliance, supply continuity, cyber security and effective risk
management.
We operate in an environment characterized by macroeconomic uncertainty,
geopolitical developments, regulatory change, competitive dynamics and rapid
technological progress. These factors may influence the pace and extent to
which strategic priorities are realized. The Managing Board considers
QIAGEN well positioned to continue the execution of its strategy in 2026,
while recognizing that actual developments may differ from current
expectations.
Market environment
In 2025, the global economy continued to expand at a moderate pace as
inflation pressures eased and financial conditions stabilized in many major
markets. While growth remained below the long-term pre-pandemic average,
improved investor sentiment and resilient corporate results  supported another
positive year for global equity markets.
In the United States, major equity indices delivered strong returns, driven
largely by continued momentum in technology and innovation-led sectors as
well as improving macroeconomic visibility. The S&P 500 gained about 16%
during the year, supported by solid corporate earnings and sustained investor
interest in artificial intelligence and digital transformation across industries.
European equity markets also delivered strong performance. The German DAX
Index posted gains of more than 20% in 2025, reflecting improving sentiment
toward European equities, declining inflation and continued demand for
globally competitive industrial and technology companies.
Within the life sciences and diagnostics sector, equity performance was more
mixed. After several years of extraordinary pandemic-driven demand, many
companies continued to adjust to more normalized market conditions. Investor
focus shifted toward companies demonstrating strong operational execution,
resilient recurring revenue streams and clear long-term innovation pipelines.
Global shares listed in the U.S. and Europe
QIAGEN's global shares have been traded in the United States since 1996
and are currently traded on the New York Stock Exchange (NYSE: QGEN) and
in Germany on the Frankfurt Stock Exchange (XETRA: QIA) since 1997. Since
2003, they have also been listed in the Frankfurt exchange's Prime Standard
segment, which requires stricter reporting and transparency standards, and are
traded on both the XETRA electronic platform and the Frankfurt Börse floor.
These shares provide equal rights to all shareholders and are available for
trading in U.S. dollars or euros on either exchange.
QIAGEN's listing on the NYSE allows us to tap into a broad base of
international investors, particularly in the U.S. The NYSE listing supports our
visibility in North American markets, where our products are widely used in
research and healthcare.
Our listing on the Frankfurt Stock Exchange caters to investors who want to
invest in QIAGEN through the euro and reflects the integration of QIAGEN into
the European economic landscape as a company headquartered in the
Netherlands along with a strong presence in Germany.
The dual listing on these important stock exchanges enhances QIAGEN’s global
investor base and improves liquidity for our Global Shares while increasing the
opportunity to attract investors, particularly those in the U.S. restricted to
holding only U.S. dollar-denominated investments, as well as international
investors who cannot invest in U.S. dollars.
Share price and liquidity
In 2025, QIAGEN, listed as QGEN on the NYSE and QIA on the Frankfurt
Stock Exchange, traded in a stable range amid mixed conditions for the Life
Sciences and diagnostics sector. On the NYSE, QGEN ended the year up
about 1%, while on the Frankfurt Exchange, QIA declined about 10%,
mirroring the results on the NYSE generally, in addition to weaker trends of the
euro against the U.S. dollar.
QIAGEN’s share performance reflected the continued normalization of demand
across the life sciences tools and diagnostics sector following the pandemic
period. While performance lagged the broader U.S. equity market, which
delivered strong gains in 2025, QIAGEN’s results were broadly in line with
industry peers and stronger than some companies that faced more significant
post-pandemic adjustments.
Our shares continued to offer high liquidity, with an average daily trading
volume of approximately 1.86 million in 2025, of which about 1.32 million
traded in the U.S. and about 0.54 million traded in Germany.
As of December 31, 2025, the free float, which affects weighting of QIAGEN
shares in various indexes, was approximately 99%.
Shareholder structure
QIAGEN has a well-diversified, global investor base that includes over 400
identified institutional investors, with approximately 52% of shares held in
North America, 38% in Europe and the remainder in other regions. As of year
end of 2025, the Managing Board and Supervisory Board collectively held less
than 1% of QIAGEN’s outstanding common shares.
Market capitalization
2025
Year-end market capitalization (in $ million)
9,755
Year-end market capitalization (in € million)
8,385
Annual shareholder meeting
At the Annual General Meeting on June 26, 2025, in Venlo, the Netherlands,
shareholders overwhelmingly approved all agenda items. A total of 80% of
QIAGEN shares were voted at the meeting, representing approximately 175.0
million of QIAGEN's 217.7 million issued shares as of the record date. Details
of attendance and voting results are available at corporate.QIAGEN.com.
Investor relations and shareholder engagement
QIAGEN is dedicated to providing shareholders, analysts and global
communities with clear, comprehensive and accessible information about its
performance, strategy, vision, mission and future prospects. Engagement efforts
include individual calls, roadshows and participation in broker-sponsored
investor conferences.
QIAGEN's Investor Relations team has been consistently recognized as having
one of the top teams in the EMEA region within the MedTech industry.
Investor events hosted by QIAGEN have been recognized for improving
investor access through our virtual "Deep Dive" format. Since December 2024,
we have held three publicly announced Deep Dive events to increase
transparency about our growth pillars, including virtual one-hour sessions.
2025 Shareholder Structure by Geography
5670
2025 Shareholder Structure by Investor Type
5674
QIAGEN share indexes and prices - USA (NYSE)
Our shares have traded on the New York Stock Exchange (NYSE) since 2018
under the symbol QGEN. Before that, they traded on Nasdaq under the same
symbol after our initial public offering (IPO) in 1996.
New York Stock Exchange (NYSE)
2025
Year-end price
$44.97
High
$51.88
Low
$37.63
Average daily trading volume (in million shares)
1.32
The following tables set forth the annual high and low sale prices for the past
five years, the quarterly high and low sale prices for the past two years and the
monthly high and low sale prices for the past six months on the NYSE.
High ($)
Low ($)
Annual:
2021
59.00
45.58
2022
55.12
40.38
2023
51.18
34.74
2024
47.44
39.03
2025
51.88
37.63
High ($)
Low ($)
Quarterly 2024:
First Quarter
45.87
42.08
Second Quarter
46.01
39.03
Third Quarter
47.44
39.73
Fourth Quarter
46.66
40.35
Quarterly 2025:
First Quarter
47.93
37.63
Second Quarter
48.36
38.13
Third Quarter
51.88
43.74
Fourth Quarter
49.59
42.82
Quarterly 2026:
First Quarter (through March 16)
57.82
40.28
 
High ($)
Low ($)
Monthly:
October 2025
49.59
44.85
November 2025
48.69
42.82
December 2025
48.13
44.51
January 2026
57.82
46.07
February 2026
53.30
47.37
March 2026 (through March 16)
49.71
40.28
QIAGEN share indexes and prices - Germany (XETR)
Our shares have traded on the Frankfurt Stock Exchange (Xetra) under the
symbol QIA since a secondary IPO in September 1997. In September 2021,
QIAGEN joined the DAX Index of the 40 largest German blue-chip companies
by market capitalization, placing us among the country's top publicly traded
companies.
Frankfurt Stock Exchange (XETR)
2025
Year-end price
€38.66
High
€46.21
Low
€32.50
Average daily trading volume (in million shares)
0.54
The following tables set forth the annual high and low sale prices for the past
five years, the quarterly high and low sale prices for the past two years and the
monthly high and low sale prices for the past six months on the Frankfurt Stock
Exchange.
High (€)
Low (€)
Annual:
2021
51.56
37.38
2022
49.37
37.95
2023
48.36
32.74
2024
44.13
36.59
2025
46.21
32.50
High (€)
Low (€)
Quarterly 2024:
First Quarter
42.19
38.77
Second Quarter
42.36
36.59
Third Quarter
42.81
36.75
Fourth Quarter
44.13
38.13
Quarterly 2025:
First Quarter
46.21
35.00
Second Quarter
41.51
32.50
Third Quarter
44.45
37.18
Fourth Quarter
42.48
37.00
Quarterly 2026:
First Quarter (through March 16)
48.80
35.28
High (€)
Low (€)
Monthly:
October 2025
42.48
37.77
November 2025
42.09
37.00
December 2025
41.38
37.79
January 2026
48.80
38.25
February 2026
45.03
40.07
March 2026 (through March 16)
42.52
35.28
KentieDesign_QIAGEN_AR25_Section-Governance.jpg
Dear Stakeholders,
It is an honor to address you for the first time as Chair of the Supervisory Board
of QIAGEN.
Over the past year, QIAGEN made meaningful progress through disciplined
execution and a clear focus on long-term value creation. This was achieved
during a period of geopolitical uncertainty, uneven economic conditions and
significant change across Life Sciences and molecular diagnostics.
For the Supervisory Board, long-term value creation remains the central measure
of progress. It guides our oversight of strategy, capital allocation, leadership
development, risk management and governance. During the year, we saw
further evidence of QIAGEN’s ability to serve customers across the continuum
from academic research to clinical healthcare.
That progress is grounded in a clear mission: helping customers unlock
molecular insights that advance science and improve healthcare. QIAGEN’s
vision of making improvements in life possible reflects the impact of this work
every day. Our QIAGENers help bring that vision to life by enabling customers
to advance science and improve healthcare for patients around the world.
Following the Annual General Meeting in 2025, I succeeded Lawrence A.
Rosen as Chair of the Supervisory Board. Larry served on the Supervisory Board
for 12 years and brought broad international management experience, deep
financial acumen, operational expertise and steady leadership. On behalf of
the entire Supervisory Board, I thank him for his service and for his many
contributions to QIAGEN’s development.
We also express our sincere thanks to Prof. Dr. Elaine R. Mardis and Prof. Dr.
Ross L. Levine, who stepped down from the Supervisory Board after years of
valued service. Elaine served since 2014 and contributed highly regarded
scientific expertise and perspective during an important period for QIAGEN.
Ross brought valuable scientific insight to the Supervisory Board and stepped
down in January 2026 upon assuming a new leadership role at Memorial
Sloan Kettering Cancer Center. We are pleased that Ross will continue to lead
QIAGEN’s Scientific Advisory Board with a distinguished group of international
experts.
I would also like to recognize a figure of special importance to QIAGEN, Dr.
Metin Colpan, who will conclude his service on the Supervisory Board at the
Annual General Meeting in June 2026. As a co-founder and QIAGEN’s first
Chief Executive Officer, Metin was instrumental in building QIAGEN from the
ground up. He helped define its scientific foundation while bringing the
entrepreneurial drive and leadership that shaped its early development and
long-term direction. Naming him Honorary Chairman is a fitting recognition of
that extraordinary contribution.
We were also pleased to welcome Mark Stevenson to the Supervisory Board in
January 2026. He brings more than 30 years of deep industry experience,
including senior leadership roles at Life Technologies, Applied Biosystems and
Thermo Fisher Scientific, which further strengthens the Board.
These changes reflect the significant evolution of the Supervisory Board over the
past five years. Following the AGM in June, seven of the eight Supervisory
Board members proposed for appointment will have joined since 2021.
This level of renewal reflects a deliberate effort to refresh and strengthen the
Supervisory Board to complement its already strong profile. We will continue to
evaluate its composition carefully against our strategic priorities and support
orderly succession planning and further strengthen the Board’s profile over time.
An important priority is to manage the pace of this transition appropriately and
maintain continuity. Combined with the fresh perspectives of more recently
appointed members, the contributions of longer-tenured members have helped
guide QIAGEN through this period of renewal in a disciplined and effective
way.
Leadership succession at the management level is one of the Supervisory
Board’s most important responsibilities. In that context, we announced in
November 2025 that Thierry Bernard will step down as Chief Executive Officer
once a successor has been appointed. Thierry joined QIAGEN in 2015 and
has led the company since 2019. On behalf of the Supervisory Board, I would
like to thank Thierry for his leadership, his dedication to QIAGEN and his
commitment during this transition period.
Under Thierry’s leadership, QIAGEN strengthened its portfolio across Life
Sciences and diagnostics, delivered consistent performance and built a strong
foundation for profitable growth. The Supervisory Board is encouraged by the
candidates under consideration and continues to assess both the best
leadership fit for QIAGEN and the timing of when a new CEO could join the
company. Our aim is for the new CEO to begin in the second half of 2026.
Until then, Thierry continues to lead QIAGEN with focus and commitment,
helping ensure continuity and a smooth transition.
Throughout the year, the Supervisory Board remained closely engaged in its
role of oversight and counsel.
Our discussions with the Managing Board focused on performance, strategic
priorities, capital allocation, innovation, operational execution, succession
planning, compliance, risk management and governance, as well as changes
in market conditions and customer needs. In all of this work, our responsibility is
clear: to monitor management carefully and support decisions that strengthen
QIAGEN over the long term in the interests of all stakeholders.
An important area of focus has been supporting QIAGEN’s strategy to invest
behind its Growth Pillars, where it has attractive positions and clear
opportunities to expand leadership. We also monitored execution against the
2028 targets announced in 2024, with a clear focus on accountability and
results.
Capital deployment is one of the clearest ways the Supervisory Board helps
shape long-term value creation. In an industry undergoing significant change,
we believe capital should be allocated with discipline and directed to the
opportunities that offer the strongest returns and the greatest potential to
strengthen QIAGEN’s future growth.
Our approach is straightforward. We invest first in the business, especially in
commercial capabilities and research and development, where innovation,
differentiation and market leadership provide the strongest basis for future
success.
We also pursue targeted acquisitions with strong strategic fit that add important
technologies, strengthen the portfolio and expand QIAGEN’s reach into related
growth areas. The acquisitions of Parse Biosciences and Genoox in 2025
reflect this approach. Parse strengthened QIAGEN’s position in single cell
analysis, while Genoox added AI-enabled software capabilities for clinical
genomics and data interpretation. We view these investments not only through
the lens of strategic fit, but also through their ability over time to support solid
profitable growth.
Capital deployment also includes delivering attractive returns to shareholders in
a balanced and disciplined way. In 2025, QIAGEN returned more than $850
million to shareholders through share repurchase programs and the introduction
of an annual dividend. This reflects our commitment to balancing investment for
future growth with disciplined shareholder returns.
As we have stated publicly and in our discussions with shareholders, the
Supervisory Board fully understands its fiduciary responsibilities to review
strategic opportunities for QIAGEN. We did so in 2025 and continue to do so
in 2026, and we will continue to evaluate such opportunities with discipline,
guided by clear criteria: strong financial returns for QIAGEN shareholders,
support for the interests of our broader stakeholders and a realistic path to
completion.
Above all, QIAGEN’s achievements depend on the commitment of our
QIAGENers around the world. Their expertise, dedication and focus on
customers continue to set QIAGEN apart. On behalf of the Supervisory Board, I
would like to express my sincere appreciation and thanks to all QIAGENers for
their professionalism, energy and commitment. They turn QIAGEN’s vision of
making improvements in life possible into reality every day by helping
customers advance science and improve healthcare.
As we look ahead, the long-term drivers supporting QIAGEN remain
compelling, including growing demand for high-quality molecular insights,
efficient workflows, advanced diagnostics and deeper biological
understanding. QIAGEN has the capabilities and strategic focus to build on
these opportunities, and we are confident in its future as the next phase of
leadership begins.
The Supervisory Board remains committed to ensuring that QIAGEN is led with
discipline, governed with rigor and positioned to create long-term value. I thank
our employees, shareholders, customers and partners for their continued trust
and support.
Yours sincerely,
Stephen H. Rusckowski
Chair of the Supervisory Board
April 2026
We understand the significance of clear and transparent corporate governance
rules and have aligned our internal organization and processes with these
principles where appropriate. This section provides an overview of our
corporate governance structure and includes details of the information required
under the Dutch Corporate Governance Code 2025 (published at
www.mccg.nl) (the Dutch Code).
The Dutch Code is applicable to QIAGEN N.V. (in the following, also referred
to as QIAGEN or the company) as a publicly listed company incorporated
under the laws of the Netherlands with a registered seat in Venlo, Netherlands.
The Dutch Code contains the principles and concrete provisions which the
persons involved in a listed company (including Managing Board members and
Supervisory Board members) and stakeholders should observe in relation to one
another.
QIAGEN is a "Naamloze Vennootschap," or N.V., a Dutch limited liability
company similar to a corporation in the United States. We have a two-tier
board structure under which QIAGEN is managed by a Managing Board that
consists of executive management and acts under the supervision of an
independent Supervisory Board (non-executives). Employee and other worker
representatives are not included in either the Supervisory Board or the
Managing Board.
It is in the interest of QIAGEN and all of our stakeholders, including
shareholders, that each board performs its functions appropriately with a clear
division of responsibilities, inclusive of interactions with the General Meeting of
Shareholders (General Meeting) and the external auditor, to operate in a well-
functioning system of checks and balances.
The Supervisory Board follows the principle of increasing stakeholder value and
has always pursued the highest standards in corporate governance.
QIAGEN is committed to ensuring a corporate governance structure that best
suits its business and stakeholders and that complies with relevant rules and
regulations. Our corporate governance practices are generally derived from the
provisions of the Dutch Civil Code and the Dutch Corporate Governance Code,
although there are some minor deviations due to factors such as legal
requirements imposed by other jurisdictions in which QIAGEN's shares are
listed as well as due to industry standards. A brief summary of the principal
differences is presented in the section Dutch Corporate Governance Code -
Comply or Explain.
Requirements – U.S.
Our global shares are registered and traded in the United States on the New
York Stock Exchange (NYSE). Consequently, we must comply with requirements
of U.S. legislation, such as the Sarbanes-Oxley Act of 2002, as well as other
regulations enacted under U.S. securities law. In addition, we are subject to the
NYSE listing standards that are applicable to "foreign private issuers" such as
QIAGEN. A brief summary of the principal differences is presented under the
section NYSE Exemptions.
Requirements – EU and Germany
Our global shares are also listed in Germany on the Frankfurt Stock Exchange
in the Prime Standard segment, where QIAGEN is a member of the DAX Index
of the 40 largest blue-chip stocks in Germany. QIAGEN is also a member of
the TecDAX Index composed of the country’s leading technology companies.
Accordingly, we are required to follow the applicable European regulations
and German capital market laws, in particular the EU Market Abuse Regulation
No 596/2014 and the German Securities Trading Act
(Wertpapierhandelsgesetz).
We believe all of our operations are carried out in accordance with legal
frameworks, including Dutch Corporate Law, U.S. laws and regulations, EU
regulations and applicable German and U.S. capital market laws.
QIAGEN operates under a two-tier corporate structure
General Meeting
• Each share carries one vote
• Decisions on key topics (e.g., authorizations to Supervisory Board to issue shares and repurchase shares,
adoption of the remuneration policies for the Managing Board and Supervisory Board and the appointment
of independent auditors)
Reports to
Elects and ratifies
Reports to
Elects and ratifies
Close cooperation
for the benefit of
the company
Executive Committee
Managing Board
Supervisory Board
• Comprised of experienced leaders
across the company allowing for
functions, businesses and markets to
be represented at the highest level
• The Managing Board is accountable
for the actions and decisions by the
Executive Committee
• Top management body of
QIAGEN N.V.
• Decisions on issues of business policy
and corporate strategy as well as
annual and multi-year plans
Arrowsright-left.jpg
• Three committees
– Audit
– Compensation & Human Resources
– Nomination & Governance
Informs and
reports to
Advises, oversees,
approves
Reports to
Selects
Reports to
Scientific Advisory Board
• Provides insights to support discussions
on breakthrough innovations
Selects
General
Charged with ensuring the continued success of QIAGEN and its subsidiaries,
the Managing Board sets the strategic direction, with a particular focus on
sustainable long-term value creation. It is tasked with developing and enforcing
policies, monitoring worldwide business functions and risk management, and
upholding financial integrity and conformity with pertinent legislation. The
Managing Board has chosen to work with an Executive Committee, which is
responsible for carrying out operational tasks. The Managing Board oversees
how the Executive Committee performs and assumes responsibility for its
decisions and actions. Through its leadership, the board steers QIAGEN
toward its goals and accomplishments across all regions.
The Managing Board is also responsible for financing, managing the risks
associated with our business activities and complying with all relevant
legislation and regulations. The Managing Board (specifically the Chief
Financial Officer) is informed of the findings of the Internal Audit function,
which operates under the direct responsibility of the Supervisory Board through
the Audit Committee.
The Managing Board provides timely information to the Supervisory Board for
discussions on the development of QIAGEN and, in particular, reviews internal
risk management and control systems with the Audit Committee.
The Managing Board is accountable for the performance of its duties to the
Supervisory Board and the General Meeting. In discharging its duties, the
Managing Board takes into account the interests of all stakeholders, including
shareholders, in a commitment to sustainable long-term value creation.
Composition and appointment
The Managing Board consists of one or more members as determined by the
Supervisory Board. The Managing Board members are appointed by the
General Meeting upon a binding nomination by the Joint Meeting of the
Supervisory Board and the Managing Board (the Joint Meeting). The General
Meeting may overrule the binding nature of any nomination by a resolution
adopted by at least a two-thirds majority of the votes cast, if such majority
represents more than half of the issued share capital.
Managing Board members are appointed annually for one-year terms for the
period beginning on the day following the Annual General Meeting up to, and
including, the day of the Annual General Meeting held in the following year.
Managing Board members may be suspended and dismissed by the General
Meeting by a resolution adopted by a two-thirds majority of the votes cast, if
such majority represents more than half of the issued share capital, unless the
proposal was made by the Joint Meeting, in which case a simple majority of
votes cast is sufficient. Furthermore, the Supervisory Board may, at any time,
suspend (but not dismiss) a member of the Managing Board.
Managing Board
The following were our Managing Board members for the year ended
December 31, 2025:
KentieDesign_QIAGEN_AR25_ExCommittee_Thierry.jpg
Thierry Bernard joined QIAGEN in February
2015 to lead our growing presence in molecular
diagnostics, which involves the application of
Sample to Insight solutions for molecular testing in
human healthcare. He was named Chief
Executive Officer in March 2020 after serving in
this role on an interim basis and became a
member of the Managing Board in 2021. Before
joining QIAGEN, Mr. Bernard spent 15 years at
bioMérieux SA in roles of increasing
responsibility, most recently serving as Corporate
Vice President for Global Commercial
Operations, Investor Relations and the Greater
China Region. Earlier in his career, he held senior
management positions at several other leading
international companies. He is also a member of
the Board of Directors of Neogen Corporation
and Bruker Corporation, and previously served as
Chair of the AdvaMedDx Board of Directors, a
U.S. industry trade association. Mr. Bernard has
earned degrees and certifications from Sciences
Po, LSE, the College of Europe, Harvard Business
School, Centro de Comercio Exterior de
Barcelona and has been appointed Conseiller du
Commerce Extérieur by the French government.
Mr. Bernard will step down as CEO after the
appointment of a successor which is planned to
occur in 2026.
Thierry
Bernard
Chief Executive Officer
(1964, U.S./French)
KentieDesign_QIAGEN_AR25_ExCommittee_Roland.jpg
Roland Sackers joined QIAGEN in 1999 as
Vice President Finance and has been Chief
Financial Officer since 2004. In 2006, Mr.
Sackers became a member of the Managing
Board. From 1995 to 1999, he was an auditor at
Arthur Andersen Wirtschaftsprüfungsgesellschaft
Steuerberatungsgesellschaft. Since 2019, Mr.
Sackers has served on the Supervisory Board of
Evotec SE, a publicly listed company based in
Germany, becoming Chair of the Audit
Committee in 2019 and Vice Chair of the
Supervisory Board in 2021. He is also Chair of
the Board of the German industry association BIO
Deutschland. Mr. Sackers earned his Diplom-
Kaufmann from the University of Münster.
Roland
Sackers
Chief Financial Officer
(1968, German)
Executive Committee
Our Managing Board, which has two members, has chosen to work with an
Executive Committee and is accountable for the actions and decisions of the
Executive Committee. The Executive Committee is comprised of the CEO, the
CFO and certain experienced leaders, allowing for functions, businesses and
markets to be represented at the highest levels. Under the leadership of the
CEO, the members of the Executive Committee share powers and
responsibilities for the operational management of the Company and the
achievement of its objectives and results.
General
The Supervisory Board supervises the policies of the Managing Board, the
general course of our business and our strategy for, among other things,
sustainable long-term value creation. The Supervisory Board assists the
Managing Board by providing advice related to the business activities of
QIAGEN. Meetings are held in the absence of the Managing Board for select
topics at each regular meeting. In discharging its duties, the Supervisory Board
takes into account the interests of QIAGEN and all stakeholders, including
shareholders, in its aim to create long-term value. The Supervisory Board is
responsible for the quality of its own performance. In this respect, the
Supervisory Board conducts an annual self-evaluation which periodically takes
place under the supervision of an external expert. Our Supervisory Board has
specified matters requiring its approval, including decisions and actions that
would fundamentally change our assets, financial position or results of
operations.
At the end of 2025, the Supervisory Board had established three Committees --
Audit, Compensation & Human Resources, and Nomination & Governance  —
from among its members. (The Science & Technology Committee was
disbanded at the end of 2025 in favor of unifying these discussions in the
Scientific Advisory Board, a group of experts that reports its findings to the
Supervisory Board and Managing Board.) Additional committees can be
established, or existing committees modified, based on the terms of the charter,
as deemed beneficial. The Supervisory Board has approved charters for each
of these committees. An overview of these committees, their operations and
meeting attendance is provided in the Supervisory Board Report.
Composition and appointment
The Supervisory Board consists of at least three members, or a larger number as
determined by the Joint Meeting. Members of the Supervisory Board are
appointed by the General Meeting upon the Joint Meeting having made a
binding nomination for each vacancy. However, the General Meeting may
overrule the binding nature of any nomination by a resolution adopted by at
least a two-thirds majority of the votes cast, if such majority represents more
than half of the issued share capital.
The Supervisory Board shall be composed in a way that enables it to carry out
its duties properly and enables its members to act critically and independently
of one another, of the Managing Board and of any one particular interest. As a
result, the Supervisory Board has adopted a profile, in terms of its size and
composition, that takes into account the nature of our business, its activities and
the desired diversity, expertise and background of the Supervisory Board
members. The Supervisory Board's diverse expertise enables them to assess and
review business implications associated with sustainability targets, ensure
effective risk management and oversee both financial and non-financial
reporting requirements. The current profile of the Supervisory Board can be
found on our website (www.qiagen.com). The Supervisory Board has
appointed a Chair from among its members, who is subject to adhere to the
duties assigned by the Articles of Association and the Dutch Code.
Members of the Supervisory Board are appointed annually for the period
beginning on the day following the Annual General Meeting of our
shareholders up to, and including, the day of the Annual General Meeting held
in the following year. Members of the Supervisory Board may be suspended
and dismissed by the General Meeting by a resolution adopted by a two-thirds
majority of the votes cast, if such majority represents more than half of the
issued share capital, unless the proposal was made by the Joint Meeting, in
which case a simple majority of votes cast is sufficient.
Our Supervisory Board is composed of individuals with diverse expertise,
backgrounds, nationalities and professional experiences, ensuring a well-
rounded and effective leadership team. The desired qualifications and
composition of the Supervisory Board are outlined in its charters, which are
available on our website under "Supervisory Board."
Independence
QIAGEN is in compliance with the NYSE listing standards that require a
majority of the Supervisory Board Members to be independent.
Additionally, the Dutch Code distinguishes between certain independence
criteria that may be fulfilled by not more than one Supervisory Board member
(e.g., prior employment with the company, receiving personal financial
compensation from the company or having an important business relationship
with the company) and other criteria that may not be fulfilled by more than the
majority of the Supervisory Board members. In some cases, Dutch
independence requirements are more stringent, such as by requiring a longer
“look back” period (five years) for former executives to become Supervisory
Board members.
In other cases, the NYSE rules are more stringent, such as having a broader
definition of disqualifying affiliations. All of our Supervisory Board members are
considered as independent under the Dutch Code and NYSE requirements.
Supervisory Board members
The following is a brief summary of Supervisory Board members for the year
ended December 31, 2025:
KentieDesign_QIAGEN_AR25_SupBoard_Stephen.jpg
Stephen H. Rusckowski joined the
Supervisory Board in April 2023 and has served
as Chair of the Supervisory Board since the
Annual General Meeting in June 2025. He is a
member of the Compensation & Human
Resources Committee and since March 2024, he
has been Chair of the Nomination & Governance
Committee. He most recently served as Chairman,
President and Chief Executive Officer of Quest
Diagnostics. He joined Quest Diagnostics as
President and Chief Executive Officer in May
2012 and was named Chairman in 2016. He
stepped down from his role as President and CEO
in 2022, and as Chairman in early 2023. Prior
to joining Quest Diagnostics, Mr. Rusckowski was
CEO of Philips Healthcare, which he joined in
2001 when Philips acquired the Healthcare
Solutions Group that he was leading at Hewlett-
Packard/Agilent Technologies. Mr. Rusckowski
also serves on the Board of Directors of Oracle
Corporation, and previously served as a member
of the Board of Directors of Tenet Healthcare
Corporation, Xerox Holdings Corporation,
Covidien plc and Baxter International Inc. He
earned a bachelor’s degree in mechanical
engineering from Worcester Polytechnic Institute
and a master’s in management from the
Massachusetts Institute of Technology’s Sloan
School of Management.
Stephen H.
Rusckowski
Committees: Compensation & Human
Resources; Nomination & Governance
(Chair)
(1957, U.S.)
Skills and qualifications
• Former CEO of Quest Diagnostics, one of the 
world's largest clinical laboratory company
• Global leader with a strong record of growth
and operational execution
• Contributes insights from public company
boards and governance experience
KentieDesign_QIAGEN_AR25_SupBoard_Dr-Metin.jpg
Metin Colpan, Ph.D.,  is a co-founder of
QIAGEN and was the Chief Executive Officer
and a Managing Director from 1985 to 2003.
Dr. Colpan has been a member of the
Supervisory Board since 2004 and has been a
member of the Nomination & Governance
Committee since 2015. Prior to co-founding
QIAGEN, Dr. Colpan was an Assistant
Investigator at the Institute for Biophysics at the
University of Düsseldorf. He has extensive
experience in sample technologies, in particular
the separation and purification of nucleic acids,
and has many patents in the field. Dr. Colpan
obtained his doctorate and master’s degree from
the Darmstadt Institute of Technology.
Dr. Metin
Colpan
Committees: Science & Technology
(Chair); Nomination & Governance
(1955, German)
Skills and qualifications
• QIAGEN co-founder and former CEO with
deep institutional knowledge
• Pioneer in sample technologies and nucleic
acid purification
• Contributes deep insight into QIAGEN’s
technologies, products and strategy
KentieDesign_QIAGEN_AR25_SupBoard_Dr-Toralf.jpg
Toralf Haag, Ph.D., joined the Supervisory
Board and Audit Committee in 2021 and is Chair
of the Audit Committee. Since September 2024,
Dr. Haag is Chief Executive Officer and
Chairman of the Executive Board of Aurubis AG,
a publicly listed German company. In May 2025,
Dr. Haag joined the Board of Directors of NV
Bekaert SA, a publicly listed Belgian company.
Previously, Dr. Haag was Chief Executive Officer
and Chairman of the Corporate Board of
Management of Voith GmbH & Co. KGaA, a
privately held German technology company.
Before joining Voith as Chief Financial Officer in
2016, Dr. Haag served for more than 11 years
as Chief Financial Officer and member of the
Executive Committee of Lonza Group AG. Dr.
Haag earned a degree in business administration
from the University of Augsburg and a Ph.D. from
the University of Kiel.
Dr. Toralf
Haag
Committee: Audit (Chair and
Financial Expert)
(1966, German)
Skills and qualifications
• CEO of a global industrial company with
international leadership experience
• Former CFO of Lonza with a strong record in 
transformation and operational performance
• Contributes deep capital markets and financial
expertise 
KentieDesign_QIAGEN_AR25_SupBoard_Dr-Ross.jpg
Ross L. Levine, M.D., joined the Supervisory
Board and its Science & Technology Committee in
2016. In 2021, he became Chair of QIAGEN’s
Scientific Advisory Board. A physician-scientist
focused on researching and treating blood and
bone-marrow cancers, Dr. Levine is the Laurence
Joseph Dineen Chair in Leukemia Research, the
Chief of Molecular Cancer Medicine and an
Attending Physician at Memorial Sloan Kettering
Cancer Center, and Professor of Medicine at
Weill Cornell Medicine. Board-certified in internal
medicine and hematology-oncology, Dr. Levine
received a bachelor’s degree from Harvard
College and his M.D. from The Johns Hopkins
University School of Medicine.
Prof. Dr. Levine stepped down from the
Supervisory Board in January 2026 following his
appointment to a new leadership role as Chief
Scientific Officer at Memorial Sloan Kettering
Cancer Center. He will continue to lead our
Scientific Advisory Board.
Prof. Dr. Ross L.
Levine
Committee: Science & Technology
(1972, U.S.)
Skills and qualifications
• Leading physician-scientist in oncology and
molecular cancer medicine
• Leads discussions on innovation as Chair of
the QIAGEN Scientific Advisory Board
• Contributes deep expertise in molecular
research and emerging clinical trends
KentieDesign_QIAGEN_AR25_SupBoard_Bert.jpg
Bert van Meurs joined the Supervisory Board
and the Nomination & Governance Committee in
April 2024. He is a member of the Executive
Committee at Royal Philips N.V. of the
Netherlands, where he serves as Executive Vice
President and Chief Business Leader of Image
Guided Therapy, and also as Chief Business
Leader of Precision Diagnosis (ad interim)
responsible for Diagnosis and Treatment. He has
more than 40 years of experience since joining
Philips in 1985 in various global business
leadership positions. He has a master’s degree in
physics from the University of Utrecht and a
degree in business marketing from the Technical
University of Eindhoven, both in the Netherlands.
Bert
van Meurs
Committee: Nomination &
Governance
(1961, Dutch)
Skills and qualifications
• Global healthcare executive with over 40
years of leadership at Philips
• Deep expertise in medical technology,
imaging and digital health
• Contributes insights into global healthcare
markets and innovation trends
KentieDesign_QIAGEN_AR25_SupBoard_Eva_v_Pelt.jpg
Eva van Pelt joined the Supervisory Board and
the Audit Committee in March 2024. She most
recently served as Co-CEO and member of the
Management Board of Eppendorf Group, a
privately held German Life Sciences company.
Prior to her time at Eppendorf, she held various
international management positions of increasing
responsibility with Siemens, Accenture, Hitachi
Data Systems and Leica Microsystems. She also
serves as a member of the Supervisory Board of
Paul Hartmann AG, a publicly listed German
healthcare company, and as President of the
German-Dutch Chamber of Commerce. She
earned a Diplom-Kauffrau degree from the
Ludwig-Maximilians-Universität in Munich.
Eva
van Pelt
Committee: Audit Committee
(1965, German)
Skills and qualifications
• Former Co-CEO of Eppendorf with deep
leadership experience in Life Sciences
• International executive with track record across
healthcare and technology companies
• Contributes cross-border business and
governance experience
KentieDesign_QIAGEN_AR25_SupBoard_Eva_Pisa.jpg
Eva Pisa, Ph.D., joined the Supervisory Board
and the Compensation & Human Resources
Committee in 2022. She is an adviser to several
Life Sciences and diagnostic companies through
her company piMed Consulting, and she
previously held senior leadership positions at
Roche Diagnostics International from 2007 to
2020, most recently as Senior Vice President at
Roche Centralized and POC Solutions. Prior to
joining Roche, she was Chief Executive Officer of
Sangtec Molecular Diagnostics AB, a Swedish
start-up, from 2001 to 2007. Dr. Pisa holds a
Ph.D. from the Karolinska Institutet and an MBA
from Heriot-Watt University.
Dr. Eva
Pisa
Committees: Compensation & Human
Resources (Chair)
(1954, Swedish/Swiss)
Skills and qualifications
• Diagnostics and Life Sciences executive with
senior leadership experience at Roche
• Deep expertise in innovation, product market
development and commercialization
• Contributes operational experience across
diagnostics and healthcare companies
KentieDesign_QIAGEN_AR25_SupBoard_Elizabeth.jpg
Elizabeth E. Tallett joined the Supervisory
Board and its Audit Committee and
Compensation & Human Resources Committee in
2011. In 2016, she joined the Nomination &
Governance Committee. From 2002 to 2015, she
was a Principal of Hunter Partners, LLC, a
management company for pharmaceutical,
biotechnology and medical device companies,
and continues to consult with early-stage
healthcare companies. She previously served as
President and Chief Executive Officer of Transcell
Technologies Inc.; President of Centocor
Pharmaceuticals; Executive Committee member of
the Parke-Davis; and Director of Worldwide
Strategic Planning for Warner-Lambert Company.
Ms. Tallett is a member of the Board of Directors
of Moderna, Inc., and previously served as Chair
of the Board of Directors of Elevance Health. She
was a founding board member of the
Biotechnology Council of New Jersey. She
earned bachelor’s degrees in mathematics and
economics from the University of Nottingham.
Elizabeth E.
Tallett
Committees: Audit, Compensation &
Human Resources, Nomination &
Governance
(1949, U.S./British)
Skills and qualifications
• Accomplished healthcare and biotech
executive with deep industry experience
• Strong background in strategy, business
development and growth initiatives
• Contributes extensive public company board
experience and strategic insight 
Mark P. Stevenson (1962) joined the Supervisory Board in January 2026
as an independent member, and also joined the Nomination & Governance
committee. He is an Operating Partner at Fivespan Partners and has more than
30 years of experience in life science technology companies. He most recently
served as Executive Vice President and Chief Operating Officer at Thermo
Fisher Scientific. He previously served as President and Chief Operating Officer
at Life Technologies and President and Chief Operating Officer at Applied
Biosystems. He also serves on the board of directors of Ingersoll Rand Inc.
Lawrence A. Rosen joined the Supervisory Board in 2013 and served as
Chair of the Supervisory Board from 2020 until he stepped down at the Annual
General Meeting in June 2025. He was a member of the Audit Committee and 
the Nomination & Governance Committee.
Elaine Mardis, Ph.D., joined the Supervisory Board in 2014 and stepped
down at the Annual General Meeting in June 2025. She was a member of the
Science & Technology and the Compensation & Human Resources Committees.
Role of the Supervisory Board
The Supervisory Board is responsible for supervising the policies and activities
of the Managing Board and the general affairs of QIAGEN and its business.
In fulfilling its role, the Supervisory Board acts in the interests of the Company
and its enterprise, taking into account the interests of all relevant stakeholders.
Its key responsibilities include:
• Monitoring the achievement of corporate objectives
• Reviewing the Company’s strategy and the risks associated with its activities
• Assessing the design and effectiveness of internal risk management and
control systems
• Overseeing the financial reporting process
• Ensuring adherence to good corporate governance practices
During 2025, the Supervisory Board continued to focus on the supervision of
the execution of QIAGEN’s strategy, financial and operational performance,
developments across the business, risk management as well as people and
organizational topics.
Key matters were considered through dedicated sessions and in-depth
discussions, enabling the Supervisory Board to review important developments
in detail and engage closely with the Managing Board on matters of strategic
and operational relevance.
The annual strategy review again formed a central element of the Supervisory
Board’s work. Discussions focused on the further development and execution of
QIAGEN’s strategy, with particular attention to the Pillars. The Supervisory
Board assessed developments across the markets served by QIAGEN and
reviewed plans to address evolving customer needs.
In this context, the Supervisory Board also reviewed the progress achieved
during 2025 toward the mid-term 2028 targets announced in 2024 and
discussed priorities for maintaining momentum in the years ahead.
In addition, several sessions were dedicated to longer-term strategic
opportunities. In line with the overall strategy, the Supervisory Board regularly
reviewed developments in the life sciences and diagnostics sectors and
discussed selected M&A opportunities. These discussions, supported where
appropriate by external advisors, enabled an ongoing exchange between the
Supervisory Board and the Managing Board on strategic options and helped
ensure careful consideration of opportunities in line with the Supervisory
Board’s fiduciary responsibility to act in the interests of the Company and its
enterprise, taking into account the interests of all stakeholders, including
shareholders.
Supervisory Board composition
The composition of our Supervisory Board is diverse in gender, nationality,
background, knowledge and experience.
The composition of the Supervisory Board reflects the profile established for the
Board, taking into account the activities of QIAGEN, its international footprint
and desired mix of expertise, background and diversity. Many members have
spent considerable time during their careers living and working outside their
home countries, contributing to strong international management and
leadership experience.
At the end of 2025, the Supervisory Board was comprised of five men and
three women. Three members are German, two are American, one is Dutch,
one is British–American and one is Swedish–Swiss, while the average age was
64. In terms of racial and ethnic diversity among the members: six self-identify
as White, one self-identifies as Asian and one declined to self-identify.
QIAGEN believes aggregate disclosure provides shareholders with relevant
information while respecting the privacy of individual Board members. To
facilitate comparability for some investors in light of QIAGEN’s inclusion in the
Russell 1000 Index in the U.S., QIAGEN provides aggregate racial and ethnic
diversity disclosure for its Supervisory Board based on voluntary self-
identification. For this purpose, references are made to the racial and ethnic
categories used by the U.S. Office of Management and Budget (OMB).
The Supervisory Board has gone through a period of significant renewal in the
past five years, with five of the eight Supervisory Board members at the end of
2025 having joined since 2021.
This level of renewal, which is reflected in an average tenure of six years,
reflects a deliberate effort to refresh and strengthen the Supervisory Board to
complement its already strong profile.
The profiles of recently appointed Supervisory Board members combine fresh
perspectives, deep expertise and proven relevant leadership with the continuity
and institutional knowledge of longer-tenured members needed to support
QIAGEN’s future development.
QIAGEN wishes to acknowledge the tremendous impact of Dr. Metin Colpan,
who will conclude his service on the Supervisory Board at the Annual General
Meeting in June 2026 and not stand for re-election. As a co-founder and
QIAGEN’s first Chief Executive Officer, Dr. Colpan was instrumental in building
QIAGEN from the ground up and defining its scientific foundation while
bringing the entrepreneurial drive and leadership that shaped its early
development and long-term direction. Naming him Honorary Chairman is a
fitting recognition of that extraordinary contribution.
In terms of professional background, the members of the Supervisory Board
Board Gender
bring broad experience from leadership roles across Life Sciences, healthcare,
finance, technology and international business, providing a balanced
139
combination of operational, strategic, scientific and governance expertise.
QIAGEN continues to work toward its diversity targets for the Supervisory
Board, which have been set at an ambitious level. The current composition is
Female
Male
close to these targets, and the Supervisory Board expects that ongoing
succession planning and appointment processes will support further progress
toward achieving these objectives.
Following best practice provision 2.1.10 of the Dutch Corporate Governance
Code, the Supervisory Board has established that its members are able to act
critically and independently of one another and of the Managing Board.
To safeguard this, the Supervisory Board is composed in such a way that all its
Board Nationality
members are independent within the meaning of best practice provision 2.1.8
127
of the Dutch Corporate Governance Code. As a result, the Supervisory Board
confirms that, in its opinion, the independence requirements referred to in best
practice provision 2.1.7 to 2.1.9 inclusive of the Dutch Corporate Governance
Code have been fulfilled.
US
European
Dual
The Supervisory Board further believes that all Supervisory Board members
qualify as independent under the independence standards set forth in the New
York Stock Exchange (NYSE) Listed Company Manual. Pursuant to the NYSE
rules, a majority of the Supervisory Board members must qualify as independent
as defined in that manual.
Please refer to Supervisory Board Members for information on the principal
positions and relevant other positions held by members of the Supervisory
Board. Further detailed information is also available on the company website at
www.qiagen.com.
The following table outlines the Supervisory Board members as of December 31, 2025. Supervisory Board members are reappointed annually at the Annual General
Meeting (AGM) for a one-year term.
Stephen H.
Rusckowski
(Chair)
Dr. Metin
Colpan
Dr. Toralf
Haag
Prof. Dr. Ross
L. Levine
Bert
van Meurs
Eva
van Pelt
Dr. Eva
Pisa
Elizabeth E.
Tallett
Year of birth
1957
1955
1966
1972
1961
1965
1954
1949
Nationality
U.S.
German
German
U.S.
Dutch
German
Swedish / Swiss
U.S. / British
Gender
Male
Male
Male
Male
Male
Female
Female
Female
Date of initial appointment
2023
2004
2021
2016
2024
2024
2022
2011
Independent per Dutch rules
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Age in 2025
Tenure in 2025
1
51
6
average tenure
in years
64
average age in
years
Less than 3 years
3-5 years
6-12 years
more than 12 years
50 to 65 years
over 65 years
Supervisory Board meetings in 2025
The Supervisory Board held 10 meetings in 2025, of which four were held in
person and six were held virtually.
The Supervisory Board meetings and committee meetings are held over a
number of days to allow sufficient time for review and discussion. During these
meetings, the Supervisory Board discusses the matters submitted for its
consideration and, where relevant, reflects on the functioning and composition
of both the Supervisory Board and the Managing Board.
Members of senior management are regularly invited to attend meetings and
provide updates on topics within their area of responsibility and expertise. This
enables the Supervisory Board to engage with a broad range of managers
across QIAGEN and supports its oversight, in particular in terms of talent
management and succession planning.
The Supervisory Board also discusses selected agenda items in the absence of
the Managing Board members, including performance, strategy, succession
planning and remuneration.
Supervisory Board committees
At the end of 2025, the Supervisory Board had four Committees to support its
work in key areas.
• Audit Committee
• Compensation & Human Resources Committee
• Nomination & Governance Committee
• Science & Technology Committee
The Science & Technology Committee was discontinued at the end of 2025.
The Supervisory Board decided to assign responsibility for providing
perspectives on scientific developments to the Scientific Advisory Board, which
is comprised of leading international scientific experts and shares its insights
with both the Supervisory Board and Managing Board.
The Supervisory Board may establish other Committees where it considers this
beneficial. Each Committee operates under a charter approved by the
Supervisory Board. These charters are published on our website at
www.qiagen.com under "Supervisory Board."
The following table outlines attendance at Supervisory Board meetings as well as the Committees during 2025: 
Meeting Attendance
Supervisory Board
Audit
Committee
Compensation &
Human Resources
Committee
Nomination &
Governance
Committee
Science &
Technology
Committee
Stephen H. Rusckowski
10/10 (Chair)
5/5
4/4 (Chair)
Lawrence A. Rosen (1)
4/4
5/5
3/3
Dr. Metin Colpan (2)
1/10
0/4
1/4 (Chair)
Dr. Toralf Haag
10/10
8/8 (Chair)
Prof. Dr. Ross L. Levine
10/10
4/4
Prof. Dr. Elaine Mardis (1)
3/4
2/2
2/2
Bert van Meurs
8/10
4/4
Eva van Pelt
10/10
8/8
Dr. Eva Pisa
10/10
5/5 (Chair)
Elizabeth E. Tallett
9/10
8/8
5/5
4/4
(1) Mr. Rosen and Prof. Dr. Mardis did not stand for re-election at the AGM in June 2025.
(2)Dr. Colpan’s attendance at Supervisory Board meetings in 2025 was limited due to health considerations after an accident.
Audit Committee
The members of the Audit Committee are appointed annually by the
Supervisory Board for one-year terms.
In the first half of 2025, the Committee consisted of four members until the
AGM in June 2025, when Mr. Rosen did not stand for re-election. Following
the AGM, the Committee consisted of three members.
The Committee met at least quarterly.
All members are believed to meet the independence requirements outlined in
Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and the New
York Stock Exchange Listed Company Manual.
The Supervisory Board has designated Dr. Toralf Haag as the Committee’s
“audit committee financial expert,” as defined by the U.S. Securities and
Exchange Commission under the Sarbanes-Oxley Act of 2002 and referred to
in the Dutch Decree on Audit Committees (Besluit instelling auditcommissie).
The Committee conducts an annual self-evaluation of its activities. As detailed in
its charter, its primary responsibilities include serving as an independent and
objective body that monitors QIAGEN’s accounting and financial reporting
processes, internal controls, compliance systems and risk management,
including cyber security risks.
The Committee is also responsible for proposing the external auditor to the
Supervisory Board, which then presents the nomination for approval at the
Annual General Meeting.
In addition, the Committee oversees and determines the compensation of
QIAGEN’s external auditor and maintains open communication among the
auditor, the Managing Board and the Supervisory Board.
The internal audit and compliance functions also report directly to the
Committee.
The Committee is responsible for establishing procedures that allow employees
to confidentially or anonymously report concerns and that ensure the proper
receipt, retention and treatment of submissions relating to accounting, internal
controls or auditing matters.
The Committee also reviews sustainability reporting developments on a regular
basis, with a focus on risk management and internal controls.
The Committee met eight times in 2025 and also met with the external auditor
excluding members of the Managing Board in October 2025.
Throughout the year, the Committee reviewed key financial and operational
matters and reported on its activities to the Supervisory Board.
Topics discussed included:
• The adequacy of financial accounting, reporting principles, policies and
internal controls, in consultation with the external auditor and management
• Assessment of major risk exposures, including cyber security, and legal or
compliance matters that could significantly impact the financial statements
• The design and operating effectiveness of the internal risk management and
control systems
• Consideration and approval of recommended changes to accounting
principles, policies and processes
• Review of quarterly earnings reports with management and the external
auditor before public release
• Examination of quarterly and annual reports on Form 6-K and Form 20-F for
submission to the U.S. Securities and Exchange Commission and Deutsche
Börse
• Review of the annual report for submission to the Dutch Authority for the
Financial Markets
Substantiation of the Managing Board’s Responsibility Statement
In connection with the Managing Board’s Responsibility Statement pursuant to
best practice provision 1.4.3 of the Dutch Corporate Governance Code and
Article 5:25c of the Financial Supervision Act, the Audit Committee discussed
with management the basis for the Managing Board’s statements and the
supporting disclosures in the Annual Report. In doing so, the Audit Committee
considered, among other inputs: (i) management reporting on the design and
operating effectiveness of the internal risk management and control systems and
remediation of identified deficiencies; (ii) the Company’s principal risk profile
and changes thereto, including operational, compliance, cyber security and
reporting risks and alignment with the Company’s risk appetite; (iii) reporting
from the internal audit and compliance functions (which report to the Audit
Committee); (iv) sustainability reporting developments and the internal control
activities supporting the Sustainability Statement; and (v) discussions with the
external auditor, including the meeting held without members of the Managing
Board present. The Audit Committee reported its deliberations and findings to
the Supervisory Board.
Key inputs reviewed in substantiating the Managing Board’s Responsibility
Statement included:
• updates on principal risks, risk appetite alignment and changes in the risk
profile (including operational and compliance risks)
• the design and operating effectiveness of internal risk management and
control systems, including key findings and remediation progress
• reports from Internal Audit and Compliance (including significant
observations and follow-up actions)
• sustainability reporting developments and internal controls supporting the
Sustainability Statement
• discussions with the external auditor, including the October 2025 meeting
without members of the Managing Board present
Compensation & Human Resources Committee
The members of the Compensation & Human Resources Committee are
appointed annually by the Supervisory Board for one-year terms.
In 2025, the Committee consisted of four members and met five times during
the year.
All members are believed to meet the applicable independence requirements
under the New York Stock Exchange Listed Company Manual.
The Compensation & Human Resources Committee conducts an annual self-
evaluation of its activities. As detailed in its charter, its primary responsibilities
include overseeing programs, policies and practices related to human capital
management, including talent development, workplace culture and fair and
inclusive hiring practices.
The Committee is also responsible for preparing proposals on the remuneration
policies for both the Managing Board and the Supervisory Board, which are
submitted at least every four years to the General Meeting for adoption.
In addition, the Committee prepares proposals regarding the individual
remuneration of Managing Board members for approval by the Supervisory
Board and drafts the remuneration report detailing the remuneration of
Managing Board and Supervisory Board members. This report is submitted to
the Supervisory Board for adoption and presented at the AGM for a non-
binding advisory vote in accordance with Dutch law. The remuneration report
also provides an overview of the implementation of the remuneration policies
during the most recent year.
To help ensure that remuneration levels remain competitive, the Committee
engaged external consultants in 2025 to benchmark compensation against a
selected group of companies and key markets in which QIAGEN operates.
The Committee reported on its activities to the Supervisory Board. Topics
included:
• Policies and practices for managing human capital, including talent
management and fair and inclusive hiring practices
• Review and approval of the proposed Supervisory Board Remuneration
Policy, which was approved at the AGM in June 2025
• Review and approval of annual salaries, bonuses and other benefits for the
Executive Committee
• Approval of all share-based compensation
• Review of general policies related to employee compensation and benefits
Nomination & Governance Committee
The members of the Nomination & Governance Committee are appointed
annually by the Supervisory Board for one-year terms.
In 2025, the Committee consisted of four members and met four times during
the year.
The Committee conducts an annual self-evaluation of its activities. As detailed in
its charter, its primary responsibilities include defining selection criteria and
appointment procedures for members of the Supervisory Board and the
Managing Board, as well as periodically evaluating the scope, composition
and effectiveness of both Boards.
The Committee also assesses the performance of individual Board members and
reports its findings to the Supervisory Board.
In addition, the Committee is responsible for proposing the appointment and
reappointment of Supervisory Board members.
The Committee also advises the Supervisory Board on sustainability matters,
including social, human rights and environmental policies. In this context, the
Committee is responsible for sustainability target-setting, the development and
implementation of ESG strategy, monitoring and measuring the performance of
sustainability initiatives, and overseeing ESG-related risk management and
reporting.
Furthermore, the Committee reviews the corporate governance structure to help
ensure compliance with legal requirements and recommends any necessary
changes to the Supervisory Board.
The Committee reported on its activities to the Supervisory Board. Topics
discussed included:
• An annual evaluation of the scope and composition of the Managing Board
and Supervisory Board, including their overall profile and the performance of
individual board members
• Proposals for the appointment and reappointment of Managing Board and
Supervisory Board members, as well as oversight of selection and
appointment criteria for senior management
• The search and selection process for new members and succession planning
for the Supervisory Board, Managing Board, Executive Committee and
senior management, taking into account short-, medium- and long-term
perspectives
• Preparation of the Supervisory Board’s self-evaluation process
• Updates on ESG program progress, including review of material impacts,
risks and opportunities; the implementation of due diligence processes; the
effectiveness of policies, actions, targets and metrics; and recent regulatory
developments.
Science & Technology Committee
The members of the Science & Technology Committee were appointed annually
by the Supervisory Board for one-year terms.
In 2025, the Committee consisted of three members in the first half of 2025,
and of two members in the second half after Prof. Dr. Elaine Mardis did not
stand for re-election at the AGM in June 2025, and met four times during the
year.
The Science & Technology Committee conducted an annual self-evaluation of its
activities. As detailed in its charter, its primary responsibilities included
collaborating with QIAGEN’s Scientific Advisory Board, which was established
in 2021, to assess emerging market and technology trends that may affect the
Company’s development and positioning in the Life Sciences and molecular
diagnostics sectors.  Key responsibilities also included reviewing and
monitoring research and development projects, programs, budgets and
infrastructure management, and overseeing risk management related to
QIAGEN’s portfolio and information technology platforms.
The Committee reported on its activities to the Supervisory Board. Topics
discussed included:
• Strengthening the Supervisory Board’s understanding of the technical
foundations of QIAGEN’s businesses to support informed strategic decision-
making
• Advising the Managing Board on the use of science and innovation to
support long-term value creation for stakeholders, including shareholders.
The Science & Technology Committee was discontinued at the end of 2025.
The Supervisory Board decided to assign responsibility for providing
perspectives on scientific developments to the Scientific Advisory Board, which
is comprised of leading international scientific experts and shares its insights
with both the Supervisory Board and the Managing Board. Prof. Dr. Ross
Levine, who stepped down from the Supervisory Board in January 2026 after
taking on a new leadership role at Memorial Sloan Kettering Cancer Center,
will continue as Chair of the Scientific Advisory Board.
Annual self-evaluation
In 2025, the Supervisory Board conducted its annual self-evaluation to assess its
performance and effectiveness. The review covered key aspects such as the
skills and experience of its members, the adequacy of the Board’s size and
composition, the structure, content and frequency of meetings, access to
relevant information, roles and responsibilities and the performance of the
Chair. A similar evaluation was conducted for each of the committees.
The evaluation confirmed that the Supervisory Board and its committees
continued to operate effectively and with an appropriate degree of
independence, constructive challenge and engagement. The review concluded
that the Supervisory Board benefits from an appropriate mix of skills and
experience and that its composition, meeting structure and information flows
supported effective oversight of the Company’s strategy, performance, risk
management, succession planning and governance.
At the same time, the evaluation identified opportunities for continued
enhancement, including the prioritization of agenda topics, the time allocated
to longer-term strategic discussions and succession planning, and the reporting
flow from the committees to the full Supervisory Board. The main findings of the
evaluation were discussed by the Supervisory Board and translated into follow-
up actions for 2026.
The committee evaluations reached similar conclusions. They confirmed that the
committees continued to operate effectively within their respective mandates
and supported the Supervisory Board in the discharge of its responsibilities.
Additionally, the Supervisory Board assessed the performance of the Managing
Board as a whole and of its individual members. This review addressed
expertise, leadership, strategic judgment, business performance, risk oversight,
succession planning, collaboration within the Managing Board and
engagement with the Supervisory Board. It also considered whether the
Managing Board maintained the right balance between shaping the
Company’s long-term direction and delivering against operational and financial
priorities. The findings were discussed within the Supervisory Board and used to
define concrete actions to further strengthen effectiveness in the year ahead,
including targeted development priorities, refinement of Board agendas and
enhancements to information flow and oversight.
Stakeholder management as a central responsibility
As a Dutch company and in accordance with the Dutch Corporate Governance
Code, the Supervisory Board acts in the interests of the Company and its
enterprise, taking into account the interests of all relevant stakeholders. The
members of the Supervisory Board are in regular contact with the Managing
Board, including through participation in Supervisory Board and committee
meetings and through ongoing dialogue outside formal meetings.
In 2025, the Chair and members of the Supervisory Board engaged directly
with major institutional shareholders through a series of meetings and calls.
These interactions provided the opportunity to hear shareholders’ perspectives
on strategy, performance, capital allocation, governance and other key topics,
and to reflect these views in the Supervisory Board’s oversight activities. The
Chair reported on these engagements to the full Supervisory Board.
In 2025, four of the ten Supervisory Board meetings were held in person. These
meetings took place at various QIAGEN sites and provided the opportunity for
Supervisory Board members to engage directly with employees and local
management. During these visits, the Supervisory Board received presentations
and participated in discussions with senior leaders and subject matter experts
on key business, scientific and operational topics. These interactions also form
part of the ongoing professional development of Supervisory Board members.
The in-person meetings and site visits also enabled Supervisory Board members
to gain direct insights into customer needs and market developments, including
through discussions with commercial and scientific teams and, where relevant,
interactions with customers and external stakeholders.
Direct engagement between Supervisory Board members and members of the
Managing Board and Executive Committee complements the discussions held in
formal meetings. These interactions allow for more in-depth exchanges on
specific topics and draw on the experience and expertise of individual
Supervisory Board members.
The Supervisory Board maintains a strong understanding of stakeholder
perspectives. In addition to direct engagement with shareholders, the
Supervisory Board is regularly informed by the Managing Board and senior
management on stakeholder developments and feedback across the Company’s
key markets. Supervisory Board members also draw on their external networks
to stay informed on relevant developments and share these insights with the full
Supervisory Board.
Financial statements and audits
This annual report presents the 2025 financial statements and sustainability
statement, prepared by the Managing Board and audited by our independent
auditor. The Audit Committee reviewed these financial statements, which
includes the proposed allocation of distributable profit, the consolidated
financial statements and the Management Report inclusive of the sustainability
statement. Additionally, the Supervisory Board confirmed the external auditor’s
independence from QIAGEN.
The Supervisory Board has approved the financial statements, with the external
auditors issuing an unqualified opinion.
The 2025 financial statements will be submitted for approval at the next Annual
General Meeting of Shareholders, scheduled for June 2026. The proposal will
request shareholder adoption of the financial statements along with the
discharge of both the Managing Board from liability for its managerial activities
and the Supervisory Board for its oversight responsibilities.
Venlo, Netherlands
April 2026
The Supervisory Board
Dutch law: Diversity requirements within the Managing Board
and Supervisory Board
On January 1, 2022, a Dutch gender diversity bill became effective. The
gender diversity bill imposes requirements on so-called "large" companies such
as QIAGEN to formulate appropriate and ambitious gender balance targets for
the Supervisory Board, Managing Board and senior management.
Although we are not subject to quota requirements for gender diversity within
the Managing Board and Supervisory Board, we support the trend toward
higher participation of women.
Accordingly, we have established gender balance targets that we consider
appropriate and ambitious as follows:
• Our objective is for at least 40% of the Supervisory Board members to be
women and at least 40% men in the mid-term. As of December 31, 2025,
the Supervisory Board was comprised of three women and five men, or
37.5% women.
• Our current Managing Board consists of two members, the CEO and the
CFO, who are ultimately accountable for the actions and decisions of
QIAGEN. If there is a change of a current Managing Board member, an
expansion in the number or a change in the governance structure, we will
seek to have at least 30% women as members and at least 30% men. We
will consider internal candidates from QIAGEN’s senior management who
fulfill the desired profile for any open position or by defining selection criteria
for new hires that include, among other factors, gender diversity.
• In senior management, our goal is to have at least 40% women and 40%
men in these roles in the mid-term. The number of women in leadership roles
has steadily increased since 2017, with approximately 37% of leadership
roles held by women at the end of 2025.
QIAGEN believes that gender is only one aspect of diversity and strives to
ensure a diverse composition in terms of factors such as age, nationality, public
reputation, industry or academic experience, etc.
2025
2024
Number of executive members on Managing
Board
2
2
Number of non-executive members on
Supervisory Board
8
10
Ratio of women to men (percent):
% of women on the Supervisory Board
37%
40%
% of women on the Managing Board
—%
—%
% of men on the Supervisory Board
63%
60%
% of men on the Managing Board
100%
100%
% of other on the Supervisory Board
—%
—%
% of other on the Managing Board
—%
—%
We are committed to increasing diversity in our pursuit of individuals for these
Boards and senior management roles who offer a unique blend of scientific and
commercial expertise combined with leadership capabilities that will contribute
to the future success of QIAGEN. Management development programs support
the career advancement of leaders regardless of gender and other factors. As a
result, the number of women in key leadership roles, particularly in commercial
and operational positions, has increased within QIAGEN in recent years.
QIAGEN recognizes that the gender diversity targets for the Managing Board,
Supervisory Board and senior management had not yet been fully achieved as
of year-end 2025. These targets were intentionally set at an ambitious level to
drive meaningful progress in the diversity of the Company’s leadership. In
respect of the Managing Board, no vacancies arose in 2025 and accordingly
there was no opportunity during the year to further improve its composition. In
respect of the Supervisory Board and senior management, we are close to the
applicable targets taking into account that gender diversity is one selection
criterion besides job-related qualifications, skills and experience. We will
continue to apply our current recruitment, succession planning and promotion
practices, with a view to supporting progress toward achieving these targets
over time.
In line with this commitment, our Nomination & Governance Committee will
continue to select future members for the Managing Board and Supervisory
Board with due observance of its aim to ensure a diverse leadership team on
the basis of gender, but also on the basis of other factors -- all without
compromising our commitment to hiring the best individuals for those positions.
We employ based on role requirements and in keeping with local laws.
We select people for roles considering their job-related qualifications, skills and
experience. QIAGEN complies in all cases with applicable equal opportunity
and anti-discrimination laws in all local jurisdictions.
More information about diversity at QIAGEN can be found below under the
section Dutch Corporate Governance Code - Comply or explain.
Culture
At QIAGEN, we foster a culture deeply rooted in quality, ingenuity and
accessibility, reflecting our core brand values. Our purpose – to help customers
advance science and improve patient outcomes – underpins our commitment to
a strong, ethical and inclusive corporate culture. The Management Board
periodically assesses the culture within QIAGEN and whether changes to that
culture are desirable. Currently, the Management Board believes that
QIAGEN’s culture continues to support sustainable long-term value creation,
integrity and transparency. While no fundamental changes to QIAGEN’s
culture are currently considered necessary, we continue to evaluate our culture
and pursue opportunities to strengthen it where appropriate.
Culture’s contribution to long-term value creation
Our EMPOWER culture is intended to encourage employees to take ownership
of their work while remaining accountable for decisions made in the best
interests of QIAGEN, our customers and other stakeholders. This empowerment
supports innovation, collaboration and integrity, which are critical components
of our sustainable long-term value creation.
Our approach to compensation reinforces our EMPOWER cultural aspirations
by rewarding not only what goals are achieved, but also how they are
achieved, helping to align performance with our values and ethical standards.
Governance and compliance: Ensuring ethical conduct
QIAGEN maintains a robust framework of checks and balances to uphold
compliance with laws, ethical standards and healthy business practices:
(1) Corporate Code of Conduct and Ethics – Sets out the standards of integrity
and conduct expected across all levels of the organization and supports
ethical decision-making.
(2) QIAintegrity Line – A web-based, independent and confidential reporting
tool that enables employees and third parties to report suspected
misconduct within QIAGEN or our supply chain, thereby reinforcing
transparency and accountability.
(3) Compliance Committee – Comprising senior executives from various
functions, this committee oversees compliance with our Corporate Code of
Conduct and Ethics and supports the continuous improvement in ethical
governance.
We regularly evaluate the effectiveness of, and compliance with, our Corporate
Code of Conduct and Ethics and related reporting and governance
mechanisms, and remains committed to fostering a culture that supports
sustainable long-term value creation while maintaining high standards of
compliance and integrity.
Conflicts of interest, loans or similar benefits
Resolutions to enter into transactions that may create a conflict of interest
between a member of the Managing Board or Supervisory Board and QIAGEN
– where such transactions could have material significance for either QIAGEN
or the involved member – must be reported to the Supervisory Board for review
and approval.
In 2025, neither QIAGEN nor any of its Supervisory Board members entered
into any such transactions. No credit, loans or similar benefits were granted to
members of the Managing Board or Supervisory Board. Additionally, the
Managing Board and Supervisory Board members did not receive any benefits
from third parties that were either promised or granted in view of their position
with QIAGEN.
Shareholder meetings
Our shareholders exercise their voting rights through the Annual General
Meeting and  through any Extraordinary General Meeting that may be called.
Resolutions at a General Meeting are adopted by an absolute majority of votes
cast, unless a different majority of votes or quorum is required by Dutch law or
the Articles of Association. Each share confers the right to cast one vote.
Furthermore, the Managing Board, or where appropriate the Supervisory
Board, shall provide all shareholders and other stakeholders with equal and
simultaneous public information about any matters deemed to be materially
relevant and could significantly influence QIAGEN's share price.
QIAGEN is required to convene an Annual General Meeting in the
Netherlands within six months following the end of each year. The agenda must
contain certain matters as specified in our Articles of Association and under
Dutch law, including, among other things, the adoption of the Annual Financial
Statements.
Extraordinary General Meetings are held as often as deemed necessary by the
Managing Board or Supervisory Board, or upon a request to the Managing
Board or Supervisory Board by one or more shareholders and other persons
entitled to attend meetings jointly representing (i) at least 40% of our issued
share capital, with those persons jointly being authorized to convene such
meeting themselves in case the boards do not timely comply with the request, in
accordance with the Articles of Association, or (ii) at least 10% of our issued
share capital, with those persons jointly being authorized to convene such
meeting themselves in case the boards do not comply in time with the request,
but only if and to the extent authorized thereto by a competent Dutch court in
accordance with the laws of the Netherlands.
Shareholders are entitled to propose items for the agenda provided that they
hold at least 3% of the issued share capital.
Proposals for agenda items must be submitted at least 60 days prior to the
General Meeting date. The notice convening a General Meeting, accompanied
by the agenda, shall be sent no later than 42 days prior to the meeting date.
QIAGEN informs the General Meeting by means of explanatory notes to the
agenda, providing all information relevant to the proposed resolutions.
Pursuant to the Dutch Code, all transactions between QIAGEN and legal or
natural persons who hold at least 10% of the shares in the company shall be
agreed on terms that are customary to our industry. Decisions to enter into
transactions in which there are considered to be conflicts of interest of material
significance to the company and/or to the people involved require the approval
of the Supervisory Board. QIAGEN did not enter into any such transaction in
2025.
Furthermore, pursuant to the Dutch implementation of the Shareholders Rights
Directive II (SRD II), certain material transactions with related parties (in the
meaning of the standards adopted by the International Accounting Standards
Board and approved by the European Commission) require the approval of the
Supervisory Board or, if all Supervisory Board members are involved in such
transactions, the General Meeting of Shareholders.
Major shareholders
The following table sets forth certain information concerning the ownership of
our Shares by holders with at least 5% ownership. None of these holders have
any different voting rights than other shareholders.
Name and country of residence
Shares beneficially owned
Number
Percent ownership (1)
BlackRock, Inc., United States and United Kingdom
20,678,987
(2)
9.53%
Massachusetts Financial Services Company, United States and Canada
25,301,124
(3)
11.66%
Wellington Management Group LLP, United States and United Kingdom
14,137,799
(4)
6.52%
(1)The percentage ownership was calculated based on 216,920,735 Common Shares outstanding as of December 31, 2025.
(2)The 20,678,987 shares attributed to BlackRock, Inc. are reported as of January 31, 2026. Of the 20,678,987 shares attributed to BlackRock Inc., it has sole voting power over 19,575,569 and sole
dispositive power over all 20,678,987 shares. This information is based solely on the Schedule 13G filed by BlackRock, Inc. with the Securities and Exchange Commission on February 6, 2026, which
reported ownership as of January 31, 2026.
(3)The 25,301,124 shares attributed to Massachusetts Financial Services Company are reported as of March 31, 2025. Of the 25,301,124 shares attributed to Massachusetts Financial Services Company, it
has sole voting power over 22,357,385 and sole dispositive power over all 25,301,124 shares. This information is based solely on the Schedule 13G filed by Massachusetts Financial Services Company
with the Securities and Exchange Commission on May 14, 2025, which reported ownership as of March 31, 2025.
(4)Information is based on a report on Schedule 13G/A jointly filed with the Securities and Exchange Commission on February 10, 2026 by Wellington Management Group LLP, Wellington Group Holdings
LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP. These shares are owned of record by clients of certain investment advisers including Wellington Management
Company LLP (together, the "Wellington Investment Advisers"), of which Wellington Management Group LLP is the parent holding company. Wellington Investment Advisors Holdings LLP controls directly, or
indirectly through Wellington Management Global Holdings, Ltd, the Wellington Investment Advisers. Wellington Investment Advisors Holding LLP is owned by Wellington Group Holdings LLP. Wellington
Group Holdings LLP is owned by Wellington Management Group LLP. According to this Schedule 13G/A, of these 14,137,799 shares, each of Wellington Management Group LLP, Wellington Group
Holdings LLP and Wellington Investment Advisors Holdings LLP have shared voting power over 13,293,220 and shared dispositive power over all 14,137,799 shares as of December 31, 2025.
Wellington Management Company LLP has shared voting power over 12,155,318 shares and shared dispositive power over 12,416,628 shares as of December 31, 2025.
Control of registrant
To our knowledge, QIAGEN is not directly or indirectly owned or controlled by
another corporation, by any foreign government, or by any other natural or
legal person.
As of January 31, 2026, the officers and directors of QIAGEN as a group
beneficially owned approximately 1.0 million Shares, or 0.5% of outstanding
Shares.
United States Shareholdings
As of December 31, 2025 and based on information available to us, 41% of
outstanding common shares were held by approximately 170 registered
holders in the U.S. Since certain of our Shares were held by brokers and
nominees, the number of record holders in the U.S. may not be representative
of the number of beneficial holders, or of where the beneficial holders are
resident.
Holders of any securities with special control rights
Not applicable.
System of control of any employee share scheme where the
control rights are not exercised directly by the employees
Not applicable.
Restrictions on voting rights
At the General Meeting, each share shall confer the right to cast one vote,
unless otherwise provided by law or our Articles of Association. No votes may
be cast in respect of shares that we or our subsidiaries hold, or by
usufructuaries and pledgees.
All shareholders and other persons entitled to vote at General Meetings are
entitled to attend General Meetings, to address the meeting and to vote.
They must notify the Managing Board in writing of their intention to be present
or represented no later than on the third day prior to the day of the General
Meeting, unless the Managing Board permits notification within a shorter
period of time prior to the Meeting. Subject to certain exceptions, resolutions
may be passed by a simple majority of the votes cast.
Agreements between shareholders which are known to the
company and may result in restrictions on the transfer of
securities and/or voting rights
Not applicable.
Rules governing the appointment and replacement of board
members and amendments of the Articles of Association
Supervisory Board and Managing Board members are appointed annually for
the period beginning on the day following the Annual General Meeting up to,
and including, the day of the Annual General Meeting held the following year.
Managing Board members shall be appointed by the General Meeting upon
the Joint Meeting having made a binding nomination. However, the General
Meeting may overrule the binding nature of a nomination by a resolution
adopted by at least a two-thirds majority of the votes cast, if such majority
represents more than half the issued share capital. This is different from the
provisions of many U.S. corporate statutes, including the Delaware General
Corporation Law, which give the directors of a corporation greater authority in
choosing the executive officers.
Under our Articles of Association, the General Meeting may suspend or dismiss
a Managing Board member at any time. The Supervisory Board shall also be
entitled at all times to suspend (but not to dismiss) a Managing Director. The
Articles of Association also provide that the Supervisory Board may adopt
management rules governing the internal organization of the Managing Board.
The Supervisory Board members shall be appointed by the General Meeting
upon the Joint Meeting having made binding nominations. If a vacancy occurs
in the Supervisory Board during the year, the Supervisory Board may appoint a
new member who will cease to hold office at the next Annual General Meeting,
where this member may stand for appointment to a one-year term along with
other Supervisory Board and Managing Board members. This right is limited to
a number up to one-third of its current members.
Under Dutch law, in the event that there is a conflict of interest between a
Supervisory Board member and QIAGEN involving our business, the involved
Supervisory Board member shall not participate in the discussions and voting
on that matter. Additionally, Dutch law stipulates that a Supervisory or
Managing Board member should report any conflict of interest or potential
conflict of interest in a transaction that is of material significance to the
Company and/or to the member to the Chair of the Supervisory Board without
delay. The Supervisory Board should decide, outside the presence of the
involved Supervisory Board member, whether there is a conflict of interest. If all
Supervisory Board members have a conflict of interest, the relevant resolution
shall be voted on by the General Meeting. Decisions to enter into transactions
under which a Supervisory Board member has a conflict of interest require the
approval of the Supervisory Board.
The Nomination & Governance Committee is primarily responsible for the
preparation of selection criteria and appointment procedures for members of
the Supervisory Board and Managing Board as well as the periodic evaluation
of the scope and composition of the two Boards, including the profile of the
Supervisory Board.
It also proposes the (re-)appointments of the members for both Boards and
supervises the policy of our Managing Board in relation to selection and
appointment criteria for senior management.
A resolution of the General Meeting to amend our Articles of Association,
dissolve QIAGEN, issue shares or grant rights to subscribe for shares or limit or
exclude any pre-emptive rights to which shareholders shall be entitled is valid
only if proposed to the General Meeting by the Supervisory Board.
A resolution of the General Meeting to amend our Articles of Association is
further only valid if the complete proposal has been made available for
inspection by the shareholders and the other persons entitled to attend General
Meetings at our offices as from the day of notice convening such meeting until
the end of the meeting. A resolution to amend our Articles of Association to
change the rights attached to the shares of a specific class requires the
approval of the relevant class meeting.
Powers of board members, including to issue or buy back shares
The Managing Board manages QIAGEN and is responsible for defining and
achieving QIAGEN’s aims, strategy, policies and results. It is also responsible
for complying with all relevant legislation and regulations, as well as for
managing the risks associated with our business activities and financing
requirements.
The Managing Board provides the Supervisory Board with timely information
necessary for the exercise of the duties of the Supervisory Board, and takes into
account the interests of QIAGEN, its enterprises and all parties involved in
QIAGEN, including shareholders and other stakeholders.
Supervisory Board members have the powers assigned to them by Dutch law,
the Articles of Association and in certain cases powers assigned by the General
Meeting.
The Supervisory Board assists the Managing Board by providing advice
relating to the business activities and strategy. In discharging its duties, the
Supervisory Board also takes into account the interests of QIAGEN, its
enterprise and all parties involved in QIAGEN, including shareholders and
other stakeholders.
On June 26, 2025, the General Meeting authorized the Supervisory Board until
December 26, 2026 (i) to issue a number of ordinary shares and financing
preference shares and grant rights to subscribe for such shares, the aggregate
par value of which shall be equal to the aggregate par value of fifty percent
(50%) of the shares issued and outstanding in the capital of the company as at
December 31, 2024, as included in the Annual Accounts for Calendar Year
2024 and (ii) to restrict or exclude the pre-emptive rights with respect to issuing
ordinary shares or granting subscription rights, the aggregate par value of such
shares or subscription rights shall be up to a maximum of ten percent (10%) of
the aggregate par value of all shares issued and outstanding in the capital of
the Company as at December 31, 2024.
We may acquire our own shares, subject to certain provisions of Dutch law and
our Articles of Association, if (i) shareholders’ equity less the payment required
to make the acquisition does not fall below the sum of paid-up and called-up
capital and any reserves required by Dutch law or the Articles of Association,
and (ii) we and our subsidiaries would not thereafter hold shares with an
aggregate nominal value exceeding half of our issued share capital. Shares
that we hold in our own capital or shares held by one of our subsidiaries may
not be voted. The Managing Board, subject to the approval of the Supervisory
Board, may effect the acquisition of shares in our own capital. Our acquisitions
of shares in our own capital may only take place if the General Meeting has
granted to the Managing Board the authority to effect such acquisitions. Such
authority may apply for a maximum period of eighteen months and must specify
the number of shares that may be acquired, the manner in which shares may
be acquired and the price limits within which shares may be acquired. Dutch
corporate law allows for the authorization of the Managing Board to purchase
a number of shares equal to up to 50% of the company’s issued share capital
on the date of the acquisition.
On June 26, 2025, the General Meeting resolved to extend the authorization
of the Managing Board in such manner that the Managing Board may cause us
to acquire shares in our own share capital, for an 18-month period beginning
June 26, 2025, until December 26, 2026, without limitation at a price between
one euro cent (EUR 0.01) and one hundred ten percent (110%) of the higher of
the average closing price of our shares on the New York Stock Exchange or, as
applicable, the Frankfurt Stock Exchange, for the five trading days prior to the
day of purchase, or, with respect to preference and financing preference
shares, against a price between one euro cent (EUR 0.01) and three times the
issuance price and in accordance with applicable provisions of Dutch law and
our Articles of Association.
Significant agreements to which the company is a party and
which take effect after or terminate upon a change of control of
the company following a takeover bid
Certain other provisions of our Articles of Association allow us, under certain
circumstances, to prevent a third party from obtaining a majority of the voting
control of our common shares through the issuance of preference shares.
Pursuant to our Articles of Association and the resolution adopted by our
General Meeting, our Supervisory Board is entitled to issue preference shares in
case of an intended takeover of our company by (i) any person who alone or
with one or more other persons, directly or indirectly, have acquired or given
notice of an intent to acquire (beneficial) ownership of an equity stake which in
aggregate equals 20% or more of our share capital then outstanding or (ii) an
“adverse person” as determined by the Supervisory Board. If the Supervisory
Board opposes an intended takeover and authorizes the issuance of preference
shares, the bidder may withdraw its bid or enter into negotiations with the
Managing Board and/or Supervisory Board and agree on a higher bid price
for our Shares.
In 2004 (as amended in 2012), we granted an option to the Stichting
Preferente Aandelen QIAGEN (the “Foundation” (Stichting)), whereby the
exercise of the option by the Foundation is subject to the conditions described
in the paragraph above and which option allows the Foundation to acquire
preference shares. The option enables the Foundation to acquire such number
of preference shares as equals the number of our outstanding common shares
at the time of the relevant exercise of the right less one share. When exercising
the option and exercising its voting rights on such shares, the Foundation must
act in our interest and the interests of our stakeholders. The purpose of the
Foundation option is to prevent or delay a change of control that would not be
in the best interests of us and our stakeholders. An important restriction on the
Foundation’s ability to prevent or delay a change of control is that issuing
(preference or other) protective shares enabling the Foundation to exercise 30%
or more of the voting rights without the obligation to make a mandatory offer
for all shares held by the remaining shareholders, is only allowed after a public
offer has been announced by a third party. In addition, the holding of such a
block of shares by the Foundation is restricted to two years and, as a
consequence, the size of the protective stake will need to be decreased below
the 30% voting rights threshold before the two-year period lapses.
Pursuant to our stock plans, the vesting and exercisability of certain stock rights
will be accelerated in the event of a change of control, as defined in the
agreements under the 2014 and 2023 Stock Plans. Further, certain of our
employment contracts contain provisions which guarantee the payments of
certain amounts in the event of a change in control, or if the executive is
terminated for reasons other than cause, as defined in the agreements.
Agreements between the company and its board members
or employees providing for compensation in case of resignation
or termination without valid reason or if employment ceases
due to a change of control
The Managing Board members are appointed annually to one-year terms by the
General Meeting upon a binding nomination by the Joint Meeting. Further, the
Managing Board members have entered into employment agreements with
QIAGEN N.V. and other QIAGEN affiliates. The terms of these agreements
vary for each Managing Board member due to individual arrangements, and
these go beyond the one-year term of appointment as Managing Directors.
These agreements cannot be terminated without cause and, absent such cause,
have to be fulfilled under the terms. These agreements contain provisions that
guarantee certain payments in the event of a change in control, as defined in
the agreements. There are no arrangements for any extra compensation in case
of resignation or termination.
The Supervisory Board members are also appointed annually by the General
Meeting upon a binding nomination by the Joint Meeting.
There are no additional employments in place and there are no arrangements
for any extra compensation in case of resignation or termination.
The General Meeting determines the remuneration of the members of the
Supervisory Board.
Reporting in accordance with Directive 2004/25/EC of the
European Parliament and of the Council of April 21, 2004, on
takeover bids
Not applicable.
Structure of our capital, including securities which are not
admitted to trading on a regulated market in a member state of
the European Union
The authorized classes of our shares consist of common shares, financing
preference shares and preference shares. No financing preference shares or
preference shares have been issued.
As of December 31, 2025, a total of approximately 216.9 million common
shares were outstanding, with an additional 11.4 million reserved under stock
plans, including shares subject to outstanding awards. Additionally, convertible
debts  discussed further in Note 16 "Debt," cover an aggregate of 19.8 million
underlying shares of common stock or up to a maximum of  27.1 million
shares, subject to customary adjustments under certain circumstances.
Shares - restrictions on the transfer of securities
Our shares are issued in registered form only. No share certificates are issued
for our shares, which are registered in our Shareholders' Register with Equiniti
Trust Company, LLC, our transfer agent and registrar in New York.
The transfer of registered shares requires a written instrument of transfer and the
written acknowledgment of such transfer by QIAGEN or the New York Transfer
Agent (in our name).
Anti-takeover measures
In 2004, the Supervisory Board granted an option to the Dutch Foundation
Stichting Preferente Aandelen QIAGEN that allows the Foundation to acquire
preference shares from QIAGEN if (i) a person has (directly or indirectly)
acquired or has expressed a desire to acquire more than 20% of our issued
share capital, or (ii) a person holding at least a 10% interest in the share
capital has been designated as a hostile person by our Supervisory Board. The
option enables the foundation to acquire preference shares equal to the number
of our outstanding common shares at the time of the relevant exercise of the
right, less one share. When exercising the option and exercising its voting
rights on these shares, the foundation must act in the interest of QIAGEN and
the interests of our stakeholders. No preference shares are currently
outstanding.
Cyber security
Cyber security risks are managed at multiple levels throughout the company
and are considered in the context of our overall Enterprise Risk Management as
discussed under Risks and Risk Management. Cyber security risks facing our
business that are reasonably likely to materially affect us, including our business
strategy, results of operations or financial condition, are described in Risks and
Risk Management under “We rely on up-to-date systems and strong processes
to meet evolving cyber laws, strong cyber security governance and standards, if
our cyber security governance, data‑security practices or critical systems fail to
keep pace with evolving requirements, we may face unauthorized access,
operational disruptions, fines and reputational harm.” In the past three years
through the date of this annual report, there have been no breaches of cyber
security or other related risk threats that have, or are reasonably likely to have,
a material impact to our business. We have not incurred any material expenses
and have not incurred any penalties or settlements.
Cyber security risk management and strategy
Embedded in our risk management strategy, we maintain a cyber security
program to identify and assess material risks to ensure the confidentiality,
integrity and availability of our information assets and to ensure our IT systems
operate effectively. Reporting to our Chief Financial Officer, our Chief
Information Security Officer (CISO) is responsible for our enterprise and cyber
risk management program. A subject-matter expert with more than a decade of
experience leading information security programs, our CISO is supported by a
global team of security professionals. These security professionals focus on
information security and evaluate our global processes and relevant cyber
security threats. The severity and materiality of incidences are address through
an incident reporting process and, if necessary, are escalated internally to
senior management, who assess the need for public disclosure.
Our cyber security program includes appropriate testing and training, and we
engage third parties in connection with such processes to ensure the
effectiveness of our cyber security controls. Additionally, relevant third-party
service providers are subject to cyber security review.
Cyber security governance
The Managing Board is ultimately responsible for cyber security management,
which is overseen by our Audit Committee, a committee of our Supervisory
Board. The CISO reports cyber security risks and incidents to the Audit
Committee. This reporting includes an update on cyber risk management,
internal security awareness testing results, cyber incident response and planned
improvements. In the event of a material incidence, the Audit Committee would
be informed in a timely manner and kept updated regarding the mitigation and
remediation of such an incidence. They would also be involved in the
assessment of any public disclosure.
Stock plans
The stock plan is administered by the Compensation & Human Resources
Committee of the Supervisory Board, which selects participants from among
eligible employees, consultants and directors, and determines the number of
shares subject to the stock-based award, the length of time the award will
remain outstanding, the manner and time of the award's vesting, the price per
share subject to the award, and other terms and conditions of the award
consistent with the Plan. The Compensation & Human Resources Committee's
decisions are subject to the approval of the Supervisory Board.
The Compensation & Human Resources Committee has the power, subject to
Supervisory Board approval, to interpret the plans and to adopt such rules and
regulations (including the adoption of “sub plans” applicable to participants in
specified jurisdictions) as it may deem necessary or appropriate. The
Compensation & Human Resources Committee or the Supervisory Board may,
at any time, amend the plans in any respect, subject to Supervisory Board
approval. Exceptions apply, including (i) no amendment that would adversely
affect the rights of any participant under any option previously granted may be
made without such participant's consent, and (ii) no amendment shall be
effective prior to shareholder approval to the extent such approval is required to
ensure favorable tax treatment for incentive stock options or to ensure
compliance with Rule 16b-3 under the United States Securities Exchange Act of
1934, as amended (the Exchange Act) at such times as any participants are
subject to Section 16 of the Exchange Act.
On June 22, 2023, our shareholders approved the QIAGEN N.V. 2023 Stock
Plan, which replaced the 2014 Stock Plan in May 2024. Further detailed
information regarding stock options and awards granted under the plan can be
found in Note 22 "Share-Based Compensation" included in the Consolidated
Financial Statements.
Corporate code of conduct and ethics and whistleblower policy
We have a corporate code of conduct and ethics that outlines business
principles for our employees and rules of conduct. Our corporate code of
conduct and ethics is updated annually and meets the requirements of the SEC
and the NYSE Listed Company Manual. The corporate code of conduct and
ethics applies to all employees including the chief executive officer, chief
financial officer, the principal accounting officer or controller and other persons
performing similar functions. The full text of our corporate code of conduct and
ethics can be found on our website, www.qiagen.com, on the Compliance
page under About QIAGEN.
Furthermore, we have a formal whistleblower policy concerning the reporting of
alleged irregularities within QIAGEN of a general, operational or financial
nature. We have a web-based, independent and confidential reporting tool,
our QIAintegrity Line, that allows employees and third parties to report
misconduct within QIAGEN or our supply chain, reinforcing transparency and
accountability. The QIAintegrity Line can be found on our website,
www.qiagen.com, on the Compliance page under About QIAGEN.
Insider trading policy
Dealings in our shares based on material nonpublic information about QIAGEN
is strictly prohibited under U.S. and German securities laws.
These laws are complex and penalties can be severe. In order to protect
QIAGEN and its employees from such sanctions, we have adopted an insider-
trading policy that outlines basic rules, including procedures governing any
dealings in our shares, that applies to potential Insiders (individuals with
knowledge of nonpublic material information) and holders of QIAGEN shares
(including stock options and restricted stock units). The insider trading policy
applies to the Supervisory Board, Managing Board and all employees of
QIAGEN N.V. and its subsidiaries.
Clawback policy
To create and maintain a culture that emphasizes integrity and accountability
and that reinforces our pay-for-performance compensation philosophy, the
Managing Board and Supervisory Board adopted a policy which provides for
the recoupment of certain executive compensation in the event of an accounting
restatement resulting from material non-compliance with financial reporting
requirements under the federal securities laws (clawback policy). The clawback
policy applies to our current and former executive officers, as determined by the
Supervisory Board, in accordance with the requirements of Section 10D of the
Exchange Act and any applicable rules or standards adopted by the SEC and
any national securities exchange on which our securities are listed, and any
such other employees who may, from time to time, be deemed subject to the
clawback policy by the Supervisory Board.
Independent auditors
In accordance with the requirements of Dutch law, our independent auditor for
our statutory consolidated financial statements, prepared in accordance with
International Financial Reporting Standards as adopted by the European Union
and filed with the Netherlands Authority for the Financial Markets (AFM), is
appointed, and may be removed, by the General Meeting. The Supervisory
Board nominates a candidate for the appointment as external auditor, for which
the Audit Committee advises the Supervisory Board. At the Annual General
Meeting in 2024, EY Accountants B.V. (formerly Ernst & Young Accountants
LLP) was appointed as external auditor for the company for the 2025 year. The
external auditor is invited to attend the meeting of the Supervisory Board at
which the statutory financial statements prepared in accordance with
International Financial Reporting Standards as adopted by the European Union
and filed with the AFM shall be approved. Furthermore, the external auditor is
invited to attend the General Meeting at which the statutory financial statements
are adopted and may be questioned by the General Meeting on its statement
on the fairness of our annual accounts prepared in accordance with
International Financial Reporting Standards as adopted by the European Union.
Following the appointment of EY Accountants B.V. for the audit of our statutory
consolidated financial statements, the external auditor for our consolidated
financial statements prepared under U.S. generally accepted accounting
principles is EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, which
audited the U.S. GAAP consolidated financial statements as of and for the year
ended December 31, 2025.
The remuneration of the external auditor, and instructions to the external auditor
to provide non-audit services, shall be approved by the Supervisory Board on
the recommendation of the Audit Committee and after consultation with the
Managing Board. At least once every four years, the Supervisory Board and
the Audit Committee shall conduct a thorough assessment of the functioning of
the external auditor. The main conclusions of this assessment shall be
communicated to the General Meeting for the purposes of assessing the
nomination for the appointment of the external auditor.
Dutch corporate governance code – comply or explain
The corporate governance structure and compliance with the Dutch Code is the
joint responsibility of the Managing Board and the Supervisory Board. They are
accountable for this responsibility to the General Meeting. We continue to seek
ways to improve our corporate governance by measuring ourselves against
international best practice. The Dutch Code was last amended on March 20,
2025 and can be found at www.mccg.nl.
Nonapplication of a specific best practice provision is not in itself considered
objectionable by the Dutch Code and may well be justified because of
particular circumstances relevant to a company. In accordance with Dutch law,
we disclose in our annual report the application of the Dutch Code's principles
and best practice provisions.
To the extent that we do not apply certain principles and best practice
provisions, or do not intend to apply these in the current or the subsequent
year, we state the reasons.
We take a positive view of the Dutch Code and apply nearly all of the best
practice provisions. However, we prefer not to apply some provisions due to
the international character of our business as well as the fact -- acknowledged
by the Commission that drafted the Dutch Code -- that existing contractual
agreements between QIAGEN and individual members of the Managing Board
cannot be set aside at will.
The following provides an overview of exceptions that we have identified:
(1) Best practice provision 2.2.2 recommends that a Supervisory Board
member is appointed for a period of four years and may then be
reappointed once for another four-year period. The Supervisory Board
member may then subsequently be reappointed again for a period of two
years, which appointment may be extended by at most two years. In the
event of a reappointment after an eight-year period, reasons should be
given in the report of the supervisory board. In any appointment or
reappointment, the profile referred to in best practice provision 2.1.1
should be observed.
Explanation of Supervisory Board appointment terms
QIAGEN has adopted the approach to appoint its Supervisory Board members
on an annual basis. Each member is elected for a one-year term, beginning the
day after the General Meeting and concluding at the following year's General
Meeting.
This approach allows for greater flexibility, regular accountability and ongoing
shareholder oversight, ensuring that the board continues to serve the best
interests of the company and its stakeholders.
Long-term Supervisory Board members and their contributions
Two members of the Supervisory Board -- Dr. Metin Colpan and Ms. Elizabeth
Tallett -- continued as Supervisory Board members through to the end of 2025
• Dr. Metin Colpan has been a member of the Supervisory Board since 2004.
His extensive scientific and commercial expertise, particularly as a co-
founder of QIAGEN, brings invaluable strategic insight to the board. His
experience as a board member of various healthcare industry companies
further enriches discussions with a broad, industry-specific perspective.
• Ms. Elizabeth Tallett, a member since 2011, brings executive and board-
level experience from numerous international companies, particularly in
pharmaceuticals, biotechnology, healthcare and insurance. Her expertise
spans international operations, mergers and acquisitions, strategic planning,
marketing, product development, talent management and executive
compensation.
QIAGEN highly values the commitment and expertise of Dr. Colpan and Ms.
Tallett. Their diverse backgrounds and deep industry knowledge strengthen
the Supervisory Board, ensuring effective oversight and strategic guidance.
Despite the deviation from the standard Dutch corporate governance tenure
framework, QIAGEN believes that its annual appointment structure enhances
transparency, adaptability and shareholder engagement, ultimately
benefiting the company’s long-term success.
(2) Best practice provision 2.2.4 recommends that the Supervisory Board
should draw up a retirement schedule in order to avoid, as much as
possible, Supervisory Board members retiring simultaneously. The
retirement schedule should be posted on the company’s website.
The Supervisory Board takes a proactive approach to succession planning by
discussing individual members' retirement plans well in advance. Rather than
adhering to a fixed retirement schedule, as recommended by Dutch
corporate governance best practice provision 2.2.4, QIAGEN believes that
this flexible approach allows for more effective continuity management and
succession planning.
By assessing board composition on an ongoing basis, QIAGEN ensures that
transitions are strategic and well-managed, aligning with the company's
evolving needs while maintaining strong governance and leadership
stability.
(3) Best practice provision 3.1.2 (vi) recommends that when formulating the
remuneration policy, it should be taken into consideration that shares
awarded to members of the Management Board should be held for at least
five years after they are awarded.
Under the company’s remuneration policy, long-term equity-based
compensation for members of the Managing Board primarily consists of
performance stock units (PSUs). These long-term incentive awards are tied to
the achievement of pre-defined performance goals, ensuring alignment with
the company’s strategic objectives.
Unlike the Dutch corporate governance best practice provision 3.1.2 (vi),
which recommends that shares be held for at least five years, QIAGEN’s
approach has evolved over time:
• Prior to February 2018, grants of performance stock units (PSUs) and
restricted stock units (RSUs) vested as follows: 40% after three years; 50%
after five years; remaining 10% after 10 years
• After February 2018, grants of PSUs and RSUs were structured to vest: 40%
after three years; 60% after five years
• Starting in February 2021, grants of performance stock units vest entirely
after three years.
This approach reflects QIAGEN’s shift toward a three-year vesting schedule,
which differs from the Dutch recommendation but remains aligned with the
company's long-term incentive strategy. By focusing on performance-based
equity awards, QIAGEN ensures that Managing Board members are
incentivized to drive sustained company performance while maintaining
effective governance and shareholder alignment.
(4) Best practice provision 3.2.3 recommends that the maximum remuneration
in the event of dismissal of a Management Board member should not
exceed one year's salary (the "fixed" remuneration component).
Our Managing Board members have entered into agreements with QIAGEN
N.V. and certain QIAGEN affiliates where they hold managing positions.
Under these agreements, if an employment contract is terminated without
serious cause, as defined by the applicable law, the respective affiliate
remains obligated to compensate the Managing Board member for the
remaining duration of the contract.
This approach ensures contractual consistency and legal compliance across
QIAGEN’s international operations. While it deviates from the Dutch
recommendation, it reflects standard employment practices in certain
jurisdictions where QIAGEN operates and provides stability in leadership
transitions.
(5) Best practice provision 3.3.2 recommends that a Supervisory Board
member may not be awarded remuneration in the form of shares and/or
rights to shares.
Since its establishment, QIAGEN granted stock options to Supervisory Board
members as part of their remuneration until 2013, when this practice was
discontinued. However, since 2007, QIAGEN has granted restricted stock
units (RSUs) to Supervisory Board members.
We believe that maintaining a reasonable level of share-based
compensation fosters a positive alignment with shareholder interests while
ensuring that Supervisory Board members remain engaged and committed to
QIAGEN’s long-term success. Additionally, granting share-based
compensation to Supervisory Board members is a common industry practice,
helping QIAGEN to attract and retain highly qualified board members who
bring valuable expertise to the company.
NYSE exemptions
Exemptions from the NYSE corporate governance standards are available to
foreign private issuers, such as QIAGEN, when those standards are contrary to
a law, rule or regulation of any public authority exercising jurisdiction over such
issuer or contrary to generally accepted business practices in the issuer’s
country of domicile. In connection with QIAGEN’s listing on the NYSE, the
NYSE accepted QIAGEN's exemptions from certain corporate governance
standards that are contrary to the laws, rules, regulations or generally accepted
business practices of the Netherlands. These exemptions and the practices
followed by QIAGEN are described below:
• QIAGEN is exempt from NYSE’s quorum requirements applicable to
meetings of ordinary shareholders. In keeping with the law of the
Netherlands and generally accepted business practices in the Netherlands,
QIAGEN’s Articles of Association provide that there are no quorum
requirements generally applicable to meetings of the General Meeting.
• QIAGEN is exempt from NYSE’s requirements that shareholder approval be
obtained prior to the establishment of, or material amendments to, stock
option or purchase plans and other share-based compensation arrangements
pursuant to which options or stock may be acquired by directors, officers,
employees or consultants. QIAGEN is also exempt from NYSE’s requirements
that shareholder approval be obtained prior to certain issuances of stock
resulting in a change of control, occurring in connection with acquisitions of
stock or assets of another company or issued at a price less than the greater
of book or market value other than in a public offering. QIAGEN’s Articles of
Association do not require approval of the General Meeting prior to the
establishment of a stock plan. The Articles of Association also permit the
General Meeting to grant the Supervisory Board general authority to issue
shares without further approval of the General Meeting.
The 2025 Dutch Corporate Governance Code requires businesses to publish a
statement on their approach to corporate governance and their compliance
with the Code. This is referred to in Article 2a of the Decree on additional
requirements for directors’ reports (Decree on the Content of Directors’ Reports
– Besluit inhoud bestuursverslag) (the Decree). The information that must be
included in this Corporate Governance statement as described in Sections 3,
3a, 3b and 3d of the Decree, which is incorporated herein and repeated here
by way of cross-reference, can be found in the following sections of this annual
report:
• The information concerning compliance with the Dutch Code, as required by
Section 3 of the Decree, is provided in the section Dutch Corporate
Governance Code - Comply or Explain;
• The information concerning QIAGEN's risk management systems and
internal control frameworks relating to the financial reporting process, as
required by Section 3a(a) of the Decree, can be found under Risk
Management;
• Managing Board VOR statement and substantiation: The Managing Board
statement pursuant to best practice provision 1.4.3 of the Dutch Corporate
Governance Code 2025 is included in the Responsibility Statement of the
Managing Board; supporting disclosures are set out in Risks and Risk
Management, Controls and Procedures , and the Sustainability Statement,
and the Supervisory Board Report 's Audit Committee section describes the
manner in which these statements are substantiated.
• The information regarding the functioning of QIAGEN's General Meeting,
and the authority and rights of QIAGEN's shareholders, as required by
article 3a(b) of the Decree, can be found under Shareholder Meetings;
• The information regarding the composition and functioning of QIAGEN's
Managing Board, the Supervisory Board and its committees, as required by
article 3a(c) of the Decree, can be found in the relevant sections under
Managing Board, Supervisory Board and the Supervisory Board Report;
• The information on the policy and targets on diversity in the composition of
the Managing and Supervisory Boards, as required under Section 3a(d) and
3d of the Decree, is provided in Diversity within the Managing Board and
Supervisory Board; and
• The information concerning the powers to issue and repurchase shares can
be found under Shareholder Meetings and Share Capital in this Annual
Report.
Decree implementing Article 10 of the Takeover Directive
Insofar as applicable, references are given below to information included
pursuant to the Decree implementing Article 10 of the Takeover Directive
(Besluit artikel 10 overnamerichtlijn):
• The information on the capital structure, the existence of different types of
shares and the associated rights and obligations and the percentage of
issued share capital represented by each type is provided in Classes of
Shares and Note 18 of the Consolidated Financial Statements;
• The information on limitations imposed on the transfer of shares issued with
the Group’s cooperation is provided in the paragraph Anti-takeover
Measures;
• Information on the mechanism for assigning rights to employees to take or
acquire shares in the capital of the company is provided in Stock Plans;
• Information on limitations on voting rights and deadlines for exercising voting
rights is provided under Shareholder Meetings, Voting Rights and Other
Shareholder Rights;
• Information on the regulations regarding appointment and dismissal of
Managing and Supervisory Board members and changes to the articles of
association is provided under Memorandum and Articles of Association; and
• Information on the powers of the Managing Board, in particular to issue
shares in the Company and to repurchase Company shares, is provided
under Acquisition of Our Own Shares.
x
Message from the Chair of the Compensation
& Human Resources Committee
Dear QIAGEN Stakeholders,
2025 was a year of resilience and transition for QIAGEN. Against a
challenging external backdrop, QIAGEN continued to advance its strategic
priorities while preparing for an important leadership change. As a Committee,
our focus has remained clear: to ensure that executive remuneration supports
long-term value creation and reflects a disciplined pay-for-performance culture.
The planned CEO transition announced in November 2025 represents a
natural inflection point. As we prepare to appoint new leadership in 2026, we
are ensuring our Remuneration Policy continues to support attracting and
retaining world-class talent while maintaining rigorous alignment with
performance and shareholder interests.
Managing Board remuneration: accountability in action
Our approach is grounded in a simple principle: variable, at-risk pay should be
the primary driver of remuneration and linked to outcomes that matter for
shareholders and other stakeholders, and for the long-term success of QIAGEN.
This approach continues to be supported by our shareholders. At the 2025
Annual General Meeting, our Remuneration Report for 2024 received support
from 87% of votes cast, while shareholders also strongly approved the updated
Managing Board Remuneration Policy.
Based on that support, we have further sharpened our focus in remuneration for
2025:
• Realized pay alignment: Vesting under the 2023-2025 Long-Term Incentive
(LTI) plan was 75% of target. This demonstrates that our performance hurdles
are demanding and that payouts calibrate directly with value creation.
• Simplified incentives: We removed "Personal Goals" for the Managing
Board members, and STI payouts were based solely on the achievement of
Corporate Goals, which was 106% of target.
• Performance-driven culture: LTIs remain the largest component of pay,
representing well over 70% of remuneration for our Managing Board
members. No awards vest if minimum thresholds for ambitious targets are not
met over a three-year period.
Supervisory Board remuneration: trends in a global context
2025 marked the first full year under the Supervisory Board Remuneration
Policy approved at the AGM in June 2024. This policy maintained fixed cash
compensation while reducing share-based compensation in the form of
Restricted Stock Units (RSUs) and introducing a minimum shareholding
requirement.
We believe this framework is appropriate and balanced. It supports the
attraction of Supervisory Board members where equity-based compensation is a
standard element of remuneration, while helping ensure QIAGEN has the
global expertise necessary for effective oversight.
2026 Managing Board Remuneration Policy proposal: deepening
alignment
As we look toward new leadership in 2026, and also based on shareholder
feedback, we are proposing targeted refinements to our Managing Board
Remuneration Policy at the AGM in June 2026:
• Relative Total Shareholder Return (TSR): We intend to include relative TSR as
a modifier for LTI grants to better link outcomes directly to our performance
against industry peers.
• Higher “at-risk remuneration” weighting: We are proposing higher maximum
payout opportunities for both STI and LTI elements of Managing Board
remuneration. By shifting a larger proportion of pay into performance-linked
categories, this further reinforces a framework in which significant rewards
depend on significant results.
Commitment to a global framework for attracting global talent
Our framework must bridge European governance standards and U.S. market
realities, where nearly half of our sales and a significant portion of our
leadership are based. We believe these refinements strike that balance by
remaining simple, transparent and disciplined.
We will continue to engage with shareholders and other stakeholders as we
further develop our remuneration policies and their implementation. Their
perspectives remain an important input to our deliberations in shaping the
framework and in its application.
On behalf of the Committee, I thank you for your continued feedback and
support.
Yours sincerely,
Eva Pisa
Chair of the Compensation & Human Resources Committee
April 2026
Managing Board Remuneration
This section of the Remuneration Report provides a summary of the
Remuneration Policy of the Managing Board that was adopted by the AGM in
June 2025 and an account of how it was implemented for the year. It also
presents the details of the actual remuneration outcomes for our two Managing
Board members for their performance during the year.
This Remuneration Report complies with the European Directive (EU) 2017/828
on Shareholder Engagement, SRD II, as implemented into Dutch law. It also
complies with the Dutch Corporate Governance Code. For 2025, there were no
deviations from decision-making in respect of the implementation of the
remuneration policy and there were no deviations from the remuneration policy
itself due to exceptional circumstances as referred to in article 2:135(a)(5) of
the Dutch Civil Code. The 2025 Remuneration Policy is available on the
QIAGEN website at www.qiagen.com.
Remuneration Policy summary
Remuneration as a strategic instrument
The Remuneration Policy for the Managing Board supports the long-term
development and strategy of QIAGEN in a highly dynamic environment while
aiming to address the views of various stakeholders and maintaining an
acceptable risk profile. It builds on remuneration principles and practices that
have proven to be both fitting and effective for QIAGEN in recent years. The
Supervisory Board ensures that the Remuneration Policy for the Managing
Board and its implementation are linked to our objectives.
More than ever, the ambition for QIAGEN is to stay true to its mission of
advancing the use of its products and solutions for molecular research and
clinical testing. These help us achieve our vision of making improvements in life
possible. QIAGEN is a global leader in providing a differentiated portfolio of
products and services used across the continuum from research in Life Sciences
to clinical healthcare using novel products and solutions that are used to unlock
valuable insights from any biological sample. Founded in Germany in 1984,
QIAGEN has grown by developing new solutions based on consumables kits,
related instruments and bioinformatics, to meet the diverse and rapidly
changing needs of more than 500,000 customers worldwide.
QIAGEN’s strategy is focused on innovation and sustainable value creation
with an emphasis on increasing growth, efficiency, engagement and improving
customer experience. To successfully develop and implement this strategy, we
need to attract and retain highly trained employees at all levels, including the
executive management level. U.S. practices have been taken into consideration
to set competitive remuneration levels given that many of our leaders,
customers, competitors and employees are based here.
Remuneration principles
QIAGEN strongly believes in competitive remuneration as a precondition to
attracting intrinsically motivated top talent throughout all levels of the
organization. Furthermore, we believe in a "pay-for-performance" culture that is
based on creating a shared focus on setting ambitious operational and
strategic targets that are not rewarded when they are not achieved, rewarded
at target when fully achieved, and additionally rewarded when the targets are
exceeded.
A system of Corporate Goals (comprised of Financial and Team Goals) and
Personal performance goals applies to all members of our global workforce.
The percentage weighted toward Corporate Goals and Personal Goals shift in
favor of Corporate Goals as job levels rise. Likewise, the variable portion of
total compensation linked to achievement of these ambitious annual goals rises
with each job level, in line with greater responsibility and more significant
impact on overall results.
At the executive level, QIAGEN believes that pay for performance should
primarily focus on long-term value creation for shareholders and other
stakeholders. Short-Term Incentives (STIs) are essential to highlight the
operational targets that are a precondition to realizing our strategy.
At the highest level, in particular for our Managing Board members, only the
Corporate Goals apply in terms of STI achievement, and in line with the
Remuneration Policy approved by shareholders at the AGM in June 2025.
These are complemented by Long-Term Incentives (LTIs), which have the benefits
of being achieved only if QIAGEN is successful in delivering on ambitious
goals and also contributing to long-term retention. In view of these aspects,
variable components represent the most significant element of total
remuneration for our senior leadership, and are clearly aligned based on the
use of a three year performance period with our aim for long-term value
creation for our shareholders.
The remuneration principles are simple, transparent and provide internal
consistency. It helps the Supervisory Board to maintain equitable internal pay
ratios that support efficient talent recruitment and development and succession
planning. The principles are ingrained in our culture, and have proven
successful in attracting the global talent that QIAGEN needs to successfully
develop and implement a sustainable growth strategy.
Remuneration Policy principles
Simple and transparent
Remuneration schemes are clear and practical
Compliant
Remuneration conforms to high governance standards
Aligned
Remuneration is true to our mission, vision and strategy,
ensures internal pay consistency
Competitive
Remuneration is competitive and benchmarked to relevant
peers
Performance-driven
Major portion of remuneration value is at risk
Long-term focus
Share-based incentives focused on sustainable long-term
value creation
Benchmarking to set competitive remuneration levels
The Remuneration Policy and overall remuneration levels offered to members of
the Managing Board are benchmarked regularly against a selected group of
reference companies to ensure overall competitiveness.
The benchmarking group consists of both European and U.S.-based companies.
This is due to QIAGEN’s international scope as a Dutch corporation with stock
market listings on the New York Stock Exchange and the Frankfurt Stock
Exchange, our strong commercial presence in the U.S. with over 45% of total
sales in this country and a large share of employees and senior leaders based
in the U.S. as well.
Additionally, this group also reflects QIAGEN’s significant U.S. shareholder
base and the location of key competitors. It is designed to provide a balanced
mix of companies, particularly in the Life Sciences and diagnostics industries.
The median remuneration in the benchmarking group serves as a reference
level for total remuneration.
The following 18 companies comprise the reference group for 2025. They have
been selected based on their market capitalization, direct competition for talent,
similar complexity, revenue, scope of international activities, presence in similar
industries, and data transparency. To ensure a more balanced representation
between US and European companies, as well to address the views of
stakeholders, an additional European company was added to the peer group
and a U.S. company was removed compared to the group for 2024.
The benchmarking group includes eight European and 10 U.S. companies, as
listed in the table below, to provide the best comparison and reflect our global
competitive position.
Benchmark companies
Europe
bioMerieux SA
Evotec SE
Carl Zeiss Meditec AG
Merck KGaA
Diasorin S.p.A.
Sartorius AG
Eurofins Scientific SE
Tecan Group AG
United States
Agilent Technologies, Inc.
Exact Sciences Corporation
Avantor, Inc.
Hologic, Inc.
Bio-Rad Laboratories, Inc.
Illumina, Inc.
Bruker Corporation
Revvity, Inc.
Charles River Laboratories International, Inc.
Waters Corporation
Supervisory Board evaluation
The Supervisory Board annually reviews the remuneration practices to ensure
they remain aligned with QIAGEN’s business demands, stakeholder and
shareholder interests, and developments among benchmark companies.
The Supervisory Board also sets annual performance targets for the Managing
Board members, reviews their performance against predetermined targets, and
determines the remuneration and benefits in line with contractual terms.
In making this determination, the Supervisory Board considers the market
conditions in which QIAGEN operates, financial performance and strategy
implementation.
The Supervisory Board ensures that the remuneration of Managing Board
members incentivizes the right behaviors desired for the sustainable success of
QIAGEN while also providing the members with fair and attractive
remuneration. Furthermore, the Supervisory Board performs an analysis of the
possible outcomes for the variable components and how they may affect total
remuneration.
Through its statutory power, the Supervisory Board has the discretionary right to
adjust the variable compensation of the Managing Board members if
compensation would conflict with principles of reasonableness and fairness in
both an upward and downward direction.
The Compensation & Human Resources Committee advises the Supervisory
Board and prepares resolutions with respect to the review and execution of the
Remuneration Policy. In case of policy changes, the Supervisory Board submits
the proposals to an AGM for adoption.
Support for Remuneration Policy
As a global company incorporated in the Netherlands, as well as with stock
market listings in the U.S. and Germany, QIAGEN intends to fully comply with
relevant legal requirements and governance best practices.
We engage on a regular basis with stakeholders, including shareholders, on
our policies and regularly seek their feedback. Within QIAGEN, the policies for
our employees are transparent and meet broad support from teams around the
world.
Key attributes include creating a strong "pay-for-performance" culture for all
employees while ensuring strong internal consistency.
The Compensation & Human Resources Committee monitors the developing
views on compensation among shareholders and other stakeholders in Europe,
the U.S. and other markets worldwide.
The level of support in society for the Remuneration Policy that QIAGEN applies
is important for the Supervisory Board, and has been taken into account in
formulating the various elements.
Managing Board remuneration structure
Remuneration for Managing Board members consists of a combination of base
salary and STIs in the form of cash compensation based on the achievement of
annual performance goals. They also receive LTIs that vest after a three-year
performance period. The level of vesting for each LTI grant is based on the
achievement of predefined targets. Achievement levels will be disclosed in this
Report after the end of each three-year period. In addition, Managing Board
members can receive deferred compensation arrangements and other benefits
in line with local market practice.
The remuneration package for Managing Board members is designed to have
the vast majority paid in variable awards as part of the "pay-for-performance"
culture and to align their interests with stakeholders to generate long-term value.
The amount of these variable awards can differ substantially from year to year
and depend on actual performance.
Within the variable component, the incentives for short-term operational
performance have a lower weight than the long-term incentives, which are
again aimed at creating sustainable value for QIAGEN's shareholders and
other stakeholders. This is achieved by strongly linking long-term compensation
through equity with the outcomes for shareholders in terms of share price
appreciation.
2025 Managing Board remuneration structure
Fixed remuneration
Base salary
• Aims to provide a fair and competitive basis for the total pay level
• In-depth benchmark done at least every other year
Deferred compensation and other benefits
Variable remuneration
Short-term incentive (STI) - Cash payment provides
incentives for strong annual financial and non-
financial performance as the basis for long-term
strategy and sustainable value creation
• Opportunity at 100% target achievement:
– CEO: 110% of base salary
– CFO: 75% of base salary
• Performance goals over one-year measurement period:
– 100% Corporate Goals comprised of 2/3 Financial Goals (capped at 200%) and 1/3 Team Goals (capped at 130%)
– Maximum payout therefore capped at 177%
• Metrics measured over one year against budgeted targets
Long-term incentive (LTI) - Performance Stock Units
provides incentives for value creation over a multi-year
period and the achievement of goals that are aligned
with long-term strategy
• Opportunity for all Managing Board members
– At target to 300% value of fixed remuneration
• Performance goals set for a three-year performance period
– 50% cumulative net sales
– 50% Adjusted average operating income margin (% of sales)
– Three-year performance period with cliff vesting
• Driven by performance
– No PSUs are earned if minimum threshold performance levels are not achieved, while maximum vesting capped at two times total
opportunity in the event of significant overperformance
• Net share settlement
2025: Managing Board remuneration
The remuneration of the Managing Board in 2025 was done in full accordance
with the Remuneration Policy approved by shareholders in 2024 without any
deviations. It includes any remuneration granted by any consolidated
subsidiary of QIAGEN N.V.
The remuneration granted for 2025 takes into consideration the overall results,
which showed QIAGEN achieved the full-year sales outlook for $2.1 billion at
constant exchange rates (CER). Adjusted diluted EPS were $2.40 CER and
exceeded the outlook for at least $2.38 CER. Considering these results, the
total STI achievement level for the Corporate Goals was 106% for 2025.
The 2025 remuneration of the Managing Board is reflected in the table below.
An overview of all share grants outstanding and their status in vesting and
release is presented in the tables under the header "Share-based rights."
Annual compensation
Long-term remuneration
Managing Board
member (1)
Fixed salary
Variable cash
bonus
Other(2)
Total
Benefit plans
Performance
Stock Units (PSUs)
granted
Proportion of
variable
remuneration
Thierry Bernard
$1,008,834
1,183,698
31,650
$2,224,182
$205,767
143,229
87%
Roland Sackers
$633,220
506,580
65,770
$1,205,570
$123,480
80,098
85%
(1) The salary of Mr. Bernard is set in U.S. dollars. The salary of Mr. Sackers is set in euros and subject to fluctuation of exchange rates when reported in U.S. dollars. The exchange rate used for translation
was EUR 1– USD 1.130.
(2) Amounts include, among others, car lease and reimbursed personal expenses such as tax consulting. We also occasionally reimburse personal expenses for our Managing Board members related to
attending out-of-town meetings but not directly related to their attendance. Amounts do not include the reimbursement of certain expenses relating to travel incurred at the request of QIAGEN, other
reimbursements or payments that in total did not exceed $10,000, or tax amounts paid by QIAGEN  to taxing authorities to avoid double-taxation under multi-tax jurisdiction employment agreements.
Fixed remuneration
Base salary
Consistent with the policies and procedures applied for all internal pay levels,
the base salaries of the Managing Board members are set below the median
benchmark to allow for a larger proportion of long-term incentives to
underscore the performance-driven approach of our Remuneration Policy. Base
salary levels are reviewed annually, and any increase is expected to be in line
with the general workforce.
Deferred compensation
For 2025, a total of $0.3 million was incurred by QIAGEN as part of the
Managing Board members participating in deferred compensation, defined
contribution benefit or similar plans. The contribution for Mr. Bernard is made
into deferred compensation and 401(k) plans. Mr. Sackers has a target
retirement under the plan at age 65 and is entitled to a one-time pension
payment upon retirement.
Other benefits
Other benefits may be provided to members of the Managing Board in line
with market practice. These include customary benefits such as insurance
coverage and company vehicles.
Variable remuneration
Variable remuneration is contingent upon the performance of the individual
Managing Board member and QIAGEN. Ambitious goals are set annually to
motivate and drive performance with a focus on achieving both long-term
strategic initiatives as well as short-term targets tied to operational plans.
The Supervisory Board conducts an annual scenario analysis on the possible
outcomes of the variable remuneration components and their effect on the
remuneration of the Managing Board members. The results have been taken
into consideration in making decisions on remuneration for 2025.
Short-Term Incentives (STI)
STIs consist of an annual variable cash bonus award that is based upon the
achievement levels of the predetermined annual Corporate Goals, which consist
of  two-thirds for Financial Goals and one-third for Team Goals.
Financial Goals
The weighted performance for the Financial Goals can range from 0% for
results that are below the minimum threshold to 100% at target and up to 200%
for significant over-performance. Financial Goals are set in accordance with the
budget for the year, which is reviewed and approved by the Supervisory
Board.
Financial Goals
(In $ millions at budget rates)
Weight
Minimum
threshold
Target
Maximum
Achieved
Award in
% of target
Net sales
40%
1,818
2,054
2,152
2,020
95%
Adjusted operating income
40%
492
630
682
619
98%
Adjusted free cash flow
20%
338
396
480
>480
200%
Total Financial Goals
100%
117%
Team Goals
Team Goals are a set of annual cross-functional targets aimed at achieving
QIAGEN’s strategy focused on innovation and sustainable value creation. The
metrics for the Team Goals are often based on targets from multi-year plans.
The achievement of goals in the category "Accelerate growth" is measured on
a grid that is aligned with the Financial Goals.
For the other categories, in the event of Team Goals with multiple components,
the possible outcomes involve no achievement, partial achievement or full
achievement. Goals involving a single metric are either fully met or not met. A
maximum of 130% may be paid out of the overall target level.
Team Goals
Weight
Metric
Achieved
Award granted
Accelerate growth, in particular
through focus on Pillars of Growth
30%
Deliver growth targets for defined products and geographic markets, including:
• Sample technologies portfolio: Achieve $645 million CER sales
• QuantiFERON: Achieve $497 million CER sales
• QIAstat-Dx: Achieve $129 million CER sales and  >600 new placements
• QIAcuity: Achieve $107 million CER sales
• QDI: Achieve $108 million CER sales
Partially
28%
Increase efficiency and effectiveness
through targeted strategic actions
30%
• Drive growth in Service revenues vs. 2024
• Increase on-site response performance and service agreement coverage
• Improve commercial and cost efficiency by achieving >$1.75 million CER net sales per
sales FTE and cost improvement in QIAstat Dx cost per cartridge vs. 2024
Partially
25%
Achieve R&D milestones for product
and solution development
20%
• Complete QIAsprint Connect testing completion
• Launch QIAsymphony Connect
• Complete QIAstat-Dx Panel Submissions for blood infections (IVDR and U.S. 510k)
Partially
15%
Enhance QIAGEN's standing as a
leader in ESG and Employer of Choice
20%
• Reduce plastic footprint by over 25 tons
• Reduce number of incidents resulting in days away or transferred work to <0.45
• Achieve at least one "Top Employer" award per region
• Voluntary turnover rate <10%
• Advance standardized and equitable global pay practices
Partially
18%
Total Team Goals
100%
86%
The weighted performance on Financial Goals and Team Goals set out above
results in the following total STI payout percentage:
STI award
Weight
Threshold
Target
Maximum
Achieved
Financial Goals
67%
20%
100%
200%
117%
Team Goals
33%
—%
100%
130%
86%
Weighted total
100%
13%
100%
177%
106%
Corresponding payout (in $ thousands)
Mr. Bernard
148
1,110
1,961
1,184
Mr. Sackers
63
475
839
507
Long-Term Incentives (LTI)
Managing Board members are granted LTIs on an annual basis in the form of
Performance Stock Units (PSU). These are subject to rigorous and ambitious
performance criteria and multi-year vesting periods.
As per the updated 2025 Remuneration Policy, the value of the regular annual
long-term incentive awards at the grant date (depreciated due to factors such as
risk of forfeiture, the Company’s risk of failure to achieve its long-term
initiatives, and the length of the vesting terms) is 300% of fixed remuneration.
The target levels of the annual PSU grants are directly linked to the achievement
of financial milestones as defined in QIAGEN’s multi-year business plan. The
performance goals for cumulative net sales target and average adjusted
operating income margin (both at budget rates) were equally weighted.
Overachievement may result in an increase in the number of PSUs earned, and
is capped at 200% of the target grant. Underachievement below a threshold
level will result in a loss of the grant.
The annual PSU grants are subject to a three-year period, which will be
disclosed at the end of the performance period.
The following is an overview of key LTI financial indicators, weights and
performance multiplier for the 2023 LTI grants. Performance measures are set at
budget rates:
2023 LTI award
Weight
Threshold
Target
Maximum
Achieved
Awarded
Cumulated Net Sales (2023-2025)
50%
6,165
6,964
7,313
6,227
40%
Average Operating Income (2023-2025)
50%
25.9%
29.3%
31.8%
29.6%
110%
100%
Total
achievement
75%
Based on the results for the three year performance period 2022 – 2025, the achievement level was 75%, and these PSUs will vest in 2026.
Details of the PSUs granted and vested are presented in the tables for share-
based rights below. Refer to Note 24 "Related Party Transactions" of the
Consolidated Financial Statements for the total recognized accounting expense
in accordance with IFRS 2 Share-based Payment.
Share-based rights
The following tables sets forth the grant details of the long-term incentives of the
Managing Board members as of December 31, 2025. PSUs have no exercise
or purchase price.
Thierry Bernard
Performance Stock Units (PSUs)
Year of grant
Outstanding at
December 31,
2024
Granted
Performance
adjustment
Vested
Outstanding at
December 31,
2025
Share price on
grant date
Share price on
release date
2025
—
143,229
—
—
143,229
$38.40
—
2024
128,535
—
—
—
128,535
$42.79
—
2023
119,695
—
—
—
119,695
$45.95
—
2022
103,400
—
—
(103,400)
—
$49.69
$38.40
2021
—
—
—
—
—
$48.38
—
2020
105,600
—
—
(105,600)
—
$35.90
$38.40
2019
—
—
—
—
—
$38.43
—
2018
—
—
—
—
—
$36.30
—
2018
4,710
—
—
—
4,710
$33.70
—
2017
3,940
—
—
—
3,940
$28.46
—
2016
7,650
—
—
—
7,650
$24.38
—
2016
900
—
—
—
900
$21.11
—
2015
850
—
—
(850)
—
$25.26
$38.40
475,280
143,229
—
(209,850)
408,659
Roland Sackers
Performance Stock Units (PSUs)
Year of grant
Outstanding at
December 31,
2024
Granted
Performance
adjustment
Vested
Outstanding at
December 31,
2025
Share price on
grant date
Share price on
release date
2025
—
80,098
—
—
80,098
$38.40
—
2024
74,439
—
—
—
74,439
$42.79
—
2023
67,723
—
—
—
67,723
$45.95
—
2022
66,740
—
—
(66,740)
—
$49.69
$38.40
2020
86,400
—
—
(86,400)
—
$35.90
$38.40
2018
10,300
—
—
—
10,300
$33.70
—
2017
8,349
—
—
—
8,349
$30.38
—
2016
15,349
—
—
—
15,349
$24.38
—
2016
2,107
—
—
—
2,107
$27.71
—
2016
4,705
—
—
—
4,705
$21.11
—
2015
8,980
—
—
(8,980)
—
$25.26
$38.40
345,092
80,098
—
(162,120)
263,070
Clawback provisions
During 2025, no circumstances were identified by the Supervisory Board that
resulted in the application of clawback provisions. The Supervisory Board has
the right to recover variable remuneration from Managing Board members
based on its statutory powers in case of a payment was made based on
incorrect information in respect to target performance, material financial
restatement or individual gross misconduct. Any value adjustment or clawback
is at the discretion of the Supervisory Board. It will be accounted for in the
Remuneration Report submitted to subsequent AGM.
Comparative information
Information on Change in Remuneration and Company
Performance
The following table shows the annual change of remuneration based on
accounting expense, performance of entity, average remuneration for other
employees and pay ratio over the last five years.
Annual change
2021 vs. 2020
2022 vs. 2021
2023 vs. 2022
2024 vs. 2023
2025 vs. 2024
Managing Board remuneration
Thierry Bernard (as of June 2021)
3%
55%
(14%)
6%
4%
Roland Sackers
(4%)
17%
(15%)
(12%)
(10%)
Company performance
Net sales (CER)
21%
—%
(13%)
1%
4%
Adj. operating income
20%
(13%)
(19%)
8%
9%
Adj. free cash flow
(7%)
30%
(43%)
43%
—%
Average remuneration (in $ thousands)
2021
2022
2023
2024
2025
Average remuneration of employees (1)
102
98
100
102
111
CEO pay ratio (average)
64:1
104:1
88:1
90:1
87:1
CEO pay ratio (percent change)
(2%)
62%
(15%)
3%
(3%)
(1)Our employees are based in more than 25 countries so the average remuneration is significantly influenced by currency movements. The average remuneration of employees is obtained by dividing the
total personnel costs as stated in Note 23 "Employee Benefits and Personnel Costs" (after subtracting the Managing Board remuneration) by the reported average number of full-time employees (minus two).
Please refer to the additional discussion under remuneration of employees later in this report.
Pay ratio
Under the Dutch Corporate Governance Code, QIAGEN reports the ratio
between the total annual remuneration of the CEO and the average annual
remuneration of QIAGEN employees on a global basis. The average annual
remuneration of employees was calculated based on the average number of
payroll employees during the year.
Changes in the pay ratio over the reported period were driven primarily by
changes in the CEO’s total annual remuneration, in particular the timing and
level of long-term incentive vesting, which is included in total remuneration in
the year of vesting. The comparatively low ratio in 2021 is mainly explained by
the fact that Mr. Thierry Bernard was newly appointed as CEO in March 2020,
following his service as interim CEO, and joined the Managing Board at the
Annual General Meeting in June 2020. As a result, no long-term incentive
awards vested for Mr. Bernard in his capacity as CEO in 2021. This explains
the significant reduction in his total annual remuneration in 20221 and, as a
result, the CEO pay ratio for that year. In the following year, the ratio increased
significantly as LTI vestings attributable to his CEO role were recognized.
This ratio has been prepared in accordance with the Dutch Corporate
Governance Code. It is not intended to comply with, and should not be
interpreted as, the pay ratio disclosure requirements under ESRS, including
ESRS S1, or under U.S. Securities and Exchange Commission regulations,
which are based on different metrics and methodologies.
Management contracts
The contracts for Managing Board members are determined by the Supervisory
Board and are built to comply with the framework of the 2025 Remuneration
Policy, which was approved by Shareholders and is in accordance with Dutch
law. An outline of these contracts is submitted to the AGM upon nomination for
appointment. Due to the holding company nature of the legal entity QIAGEN
N.V., Managing Board members may have additional contracts with other
QIAGEN subsidiaries. Any compensation for these roles is consolidated in the
remuneration reported above.
The contract for Mr. Bernard with QIAGEN N.V. is planned to end in 2026.
The contract for Mr. Sackers with QIAGEN N.V., which was entered into in
2004, has an indefinite term, but includes provisions for notice periods (six
months from QIAGEN and three months from Mr. Sackers) for termination,
among other topics. His appointment as a Managing Board member under this
contract with QIAGEN N.V. is based on a one-year term and subject to annual
appointment by the AGM. In the event of the sale or the transfer of all or
substantially all of the Company’s assets or business to an acquirer in one
transaction or a series of transactions, including through a merger,
consolidation or a transfer of shares to a third party (a “Transaction”), the
Managing Board members are entitled under legacy contracts to a Change of
Control payment commensurate to a multiple of two times their annual cash
compensation (fixed payment plus annual bonus, includes salaries and bonuses
set forth in employment agreements with other QIAGEN affiliates). Furthermore,
unvested share-based compensation granted to the Managing Board members
will be subject to an accelerated vesting in case of a Transaction.
Change of Control
For Mr. Sackers, the base salary is planned to increase in line with the budget
for QIAGEN employees in his respective country. No change has been made
to the target bonus level as a percentage of base salary nor to the PSU target
grant level.
For 2026, the CFO was granted PSUs that are subject to rigorous performance
criteria over a three-year performance period. The final level of  PSUs will be
determined upon completion of the three-year period from 2026–2028, and
subject to the achievement of challenging performance goals: 50% for 2026–
2028 cumulative net sales (at budget rates) and 50% for 2026–2028 average
adjusted operating income margin (at budget rates). The results of these
confidential targets will be published in the Remuneration Report after the
performance period ends in 2028.
Loans
Members of the Managing Board and Supervisory Board are not eligible for
any loans.
Outlook: Managing Board remuneration in 2026
As the contract of Mr. Bernard is planned to end in 2026, no adjustments were
made to his compensation. Mr. Bernard will not be granted LTIs in 2026 as
well.
Supervisory Board Remuneration
At the AGM in June 2024, shareholders approved an updated Remuneration
Policy for the Supervisory Board well above the 75% minimum threshold.
The fixed annual fees for Supervisory Board members remained unchanged
since 2015, while the Policy simplified and significantly reduced fixed
remuneration in the form of Restricted Share Units (RSUs) to align with market
best practices. Additionally, a minimum shareholding guideline was also
introduced for Supervisory Board members to better align interests with
shareholders and other stakeholders.
Remuneration Policy summary
The Remuneration Policy of the Supervisory Board is designed to attract and
retain highly qualified members. Remuneration is aligned to applicable market
standards, considering peer companies of similar size and complexity in similar
industries. These companies represent the biotechnology, Life Sciences and
diagnostics industries, and also reflect our nexus to the European markets as a
Dutch company, as well as our significant U.S. presence as well as the fact that
QIAGEN is a NYSE-listed company subject to U.S. regulations.
The Remuneration Policy also reflects the fact that many Supervisory Board
members are residents of the U.S., a market that also represented more than
45% of QIAGEN’s total sales in 2025. The level of remuneration rewards an
intense involvement with QIAGEN, and the high level of responsibility and time
spent that goes with it.
Fixed remuneration in cash
The Remuneration Policy provides for fixed annual retainers for the Chair and
other members, and additional fees for Committee Chairs and members as
follows:
Fee payable to the Chair of the Supervisory Board
$150,000
Fee payable to each member of the Supervisory Board
$57,500
Additional compensation payable to members holding the following positions:
Chair of the Audit Committee
$25,000
Member of the Audit Committee
$15,000
Chair of the (i) Compensation & Human Resources Committee, (ii) the Nomination & Governance Committee, or (iii) the Science & Technology Committee
$18,000
Member of the (i) Compensation & Human Resources Committee, (ii) the Nomination & Governance Committee, or (iii) the Science & Technology Committee
$11,000
Chair of other Committees
$12,000
Member of other Committees
$6,000
Supervisory Board members are also reimbursed for tax consulting costs
incurred in connection with the preparation of their tax returns up to an amount
of €5,000 per person per year.
Fixed remuneration in Restricted Stock Units (RSUs)
The Supervisory Board members receive grants of Restricted Stock Units (RSUs)
pursuant to the terms of the QIAGEN N.V. Stock Plan. These awards have no
performance condition and are in line with the principle of the Dutch Corporate
Governance Code that remuneration of Supervisory Board members should not
be dependent on a company’s results.
This compensation component has been a long and tested practice at QIAGEN
since the Initial Public Offering (IPO) in 1996, and in line with the practices of
many other companies, in particular peer companies in the U.S. where share-
based compensation is often required for these types of roles. It has proven
effective in attracting and retaining talented Supervisory Board members, as
well as creating a strong commitment and creating alignment with our
stakeholders, who have given this approach their broad support.
The RSUs represent rights to receive common shares at future dates if the
individual continues to provide service to the Company.
In 2025, the Supervisory Board members received a grant of RSUs pursuant to
the new Remuneration Policy, which was valued at $230,000 on the grant
date and will vest one year from that date.
Equity holding guideline
Based on the updated Remuneration Policy, Supervisory Board members are
now required to hold QIAGEN shares with a value of at least 200% of their
gross annual RSU award. The minimum shareholding may be built up over a
multi-year period based on the after-tax value of shares after vesting, and does
not require any personal share purchases. All vested shares are locked up until
this requirement is fulfilled.
2025: Supervisory Board remuneration
For the year ended December 31, 2025, members of the Supervisory Board
received the following compensation:
Supervisory Board member
Fixed
remuneration
Committee chair
Committee
membership
Total(1)
Restricted
Stock Units
(RSUs)
Stephen H. Rusckowski (Chair)
$103,750
18,000
11,000
$132,750
5,990
Dr. Metin Colpan
$57,500
18,000
11,000
$86,500
5,990
Dr. Toralf Haag
$57,500
25,000
—
$82,500
5,990
Dr. Ross L. Levine
$57,500
—
11,000
$68,500
5,990
Bert van Meurs
$57,500
—
11,000
$68,500
5,990
Eva van Pelt
$57,500
—
15,000
$72,500
5,990
Dr. Eva Pisa
$57,500
18,000
—
$75,500
5,990
Elizabeth E. Tallett
$57,500
—
37,000
$94,500
5,990
Lawrence A. Rosen (2)
$75,000
—
13,000
$88,000
5,990
Dr. Elaine Mardis (2)
$28,750
—
11,000
$39,750
5,990
(1)Supervisory Board members are reimbursed for travel costs and for any value added tax to be paid on their remuneration. These reimbursements are excluded from the amounts presented herein.
(2)Mr. Rosen and Prof. Dr. Mardis did not stand for re-election at the AGM in June 2025.
In 2025, the Supervisory Board members received a grant of RSUs pursuant to
the terms of the 2023 Stock Plan and in line with new Remuneration Policy
2024. This grant has a vesting period of one year. For the previous years, the
Supervisory Board members received  RSU grants pursuant to the terms of the
2014 Stock Plan, with 40% vested three years after the grant date and the
remaining 60% five years after the grant date. Any granted awards will fully
vest in case of a change of control of QIAGEN. Refer to Note 24 Related Party
Transactions of the Consolidated Financial Statements for the total recognized
accounting expense in accordance with IFRS 2 Share-based Payment.
The following tables set forth the RSU holdings of the Supervisory Board:
Stephen H. Rusckowski
Restricted Stock Units (RSUs)
Year of grant
Outstanding at
December 31,
2024
Granted
Vested
Outstanding at
December 31,
2025
Share price on
grant date
Share price on
release date
2025
—
5,990
—
5,990
$38.40
—
2024
7,056
—
—
7,056
$42.79
—
7,056
5,990
—
13,046
Dr. Metin Colpan
Restricted Stock Units (RSUs)
Year of grant
Outstanding at
December 31,
2024
Granted
Vested
Outstanding at
December 31,
2025
Share price on
grant date
Share price on
release date
2025
—
5,990
—
5,990
$38.40
—
2024
7,056
—
—
7,056
$42.79
—
2023
7,917
—
—
7,917
$45.95
—
2022
6,980
—
(2,792)
4,188
$49.69
$38.40
2021
4,490
—
—
4,490
$50.00
—
2020
5,656
—
(5,656)
—
$35.90
$38.40
32,099
5,990
(8,448)
29,641
Dr. Toralf Haag
Restricted Stock Units (RSUs)
Year of grant
Outstanding at
December 31,
2024
Granted
Vested
Outstanding at
December 31,
2025
Share price on
grant date
Share price on
release date
2025
—
5,990
—
5,990
$38.40
—
2024
7,056
—
—
7,056
$42.79
—
2023
7,917
—
—
7,917
$45.95
—
2022
6,980
—
(2,792)
4,188
$49.69
$38.40
2021
4,490
—
—
4,490
$50.00
—
26,443
5,990
(2,792)
29,641
Prof. Dr. Ross L. Levine
Restricted Stock Units (RSUs)
Year of grant
Outstanding at
December 31,
2024
Granted
Vested
Outstanding at
December 31,
2025
Share price on
grant date
Share price on
release date
2025
—
5,990
—
5,990
$38.40
—
2024
7,056
—
—
7,056
$42.79
—
2023
7,917
—
—
7,917
$45.95
—
2022
6,980
—
(2,792)
4,188
$49.69
$38.40
2021
4,490
—
—
4,490
$50.00
—
2020
5,656
—
(5,656)
—
$35.90
$38.40
32,099
5,990
(8,448)
29,641
Bert van Meurs
Restricted Stock Units (RSUs)
Year of grant
Outstanding at
December 31,
2024
Granted
Vested
Outstanding at
December 31,
2025
Share price on
grant date
Share price on
release date
2025
—
5,990
—
5,990
$38.40
—
—
5,990
—
5,990
Eva van Pelt
Restricted Stock Units (RSUs)
Year of grant
Outstanding at
December 31,
2024
Granted
Vested
Outstanding at
December 31,
2025
Share price on
grant date
Share price on
release date
2025
—
5,990
—
5,990
$38.40
—
—
5,990
—
5,990
Dr. Eva Pisa
Restricted Stock Units (RSUs)
Year of grant
Outstanding at
December 31,
2024
Granted
Vested
Outstanding at
December 31,
2025
Share price on
grant date
Share price on
release date
2025
—
5,990
—
5,990
$38.40
—
2024
7,056
—
—
7,056
$42.79
—
2023
7,917
—
—
7,917
$45.95
—
14,973
5,990
—
20,963
Elizabeth E. Tallett
Restricted Stock Units (RSUs)
Year of grant
Outstanding at
December 31,
2024
Granted
Vested
Outstanding at
December 31,
2025
Share price on
grant date
Share price on
release date
2025
—
5,990
—
5,990
$38.40
—
2024
7,056
—
—
7,056
$42.79
—
2023
7,917
—
—
7,917
$45.95
—
2022
6,980
—
(2,792)
4,188
$49.69
$38.40
2021
4,490
—
—
4,490
$50.00
—
2020
5,656
—
(5,656)
—
$35.90
$38.40
32,099
5,990
(8,448)
29,641
Lawrence A. Rosen
Restricted Stock Units (RSUs)
Year of grant
Outstanding at
December 31,
2024
Granted
Vested
Forfeited
Outstanding at
December 31,
2025
Share price on
grant date
Share price on
release date
2025
—
5,990
(5,990)
—
—
$38.40
$48.04
2024
7,056
—
(2,383)
(4,673)
—
$42.79
$48.04
2023
7,917
—
(7,917)
—
—
$45.95
$48.04
2022
6,980
—
(6,980)
—
—
$49.69
$44.18
2021
4,490
—
(4,490)
—
—
$50.00
$48.04
2020
5,656
—
(5,656)
—
—
$35.90
$38.40
32,099
5,990
(33,416)
(4,673)
—
Prof. Dr. Elaine Mardis
Restricted Stock Units (RSUs)
Year of grant
Outstanding at
December 31,
2024
Granted
Vested
Forfeited
Outstanding at
December 31,
2025
Share price on
grant date
Share price on
release date
2025
—
5,990
(5,990)
—
—
$38.40
$48.04
2024
7,056
—
(2,383)
(4,673)
—
$42.79
$48.04
2023
7,917
—
(4,679)
(3,238)
—
$45.95
$48.04
2022
6,980
—
(5,584)
(1,396)
—
$49.69
$43.22
2021
4,490
—
(3,891)
(599)
—
$50.00
$48.04
2020
5,656
—
(5,656)
—
—
$35.90
$38.40
32,099
5,990
(28,183)
(9,906)
—
Share Ownership
QIAGEN requires the Managing Board members and other senior executives to
build up a significant share ownership to underscore their alignment to the
interests of the Company and its shareholders. Under the Remuneration Policy,
Managing Board members must build up a shareholding equal in value to five
times their net base salary (after taxes) within four years of their first
appointment. At the end of 2025, Mr. Bernard and Mr. Sackers both complied
with the requirement. The following table sets forth certain information as of
January 31, 2026, concerning the ownership of Common Shares by our
Managing Board and Supervisory Board members. In preparing the following
table, we have relied on information furnished by such persons.
Shares
beneficially
owned (1)
Stock awards that
could become
releasable
on or prior to
April 1, 2026
Thierry Bernard
374,738
98,321
Roland Sackers
349,195
57,604
Dr. Metin Colpan (2)
167,231
13,646
Dr. Toralf Haag
4,147
13,646
Mark Stevenson
—
—
Bert van Meurs
—
5,990
Eva van Pelt
—
5,990
Dr. Eva Pisa
—
9,156
Stephen H. Rusckowski
22
5,990
Elizabeth Tallett
49,124
13,646
(1)The number of Common Shares outstanding as of January 31, 2026, was 206,074,753. The
persons named in the table have sole voting and investment power with respect to all shares
shown as beneficially owned by them and have the same voting rights as shareholders with
respect to Common Shares.
(2)Shares beneficially owned include 100,355 shares held by CC Verwaltungs GmbH, an entity
which is controlled by Dr. Colpan.
Remuneration to employees
QIAGEN has more than 5,700 employees in over 25 countries, and the
remuneration principles discussed above are taken into consideration in
developing the compensation policies for all of our employees.
Competitive remuneration is key to attracting top talent throughout all levels of
the organization and our "pay for performance" culture applies at every level.
We strive to achieve fair pay with cash compensation commensurate with the
market range and in accordance with an employee's role, qualifications,
experience and performance.
All employees have a combination of base salary and STIs. They share the
same system of Corporate (comprised of Financial and Team Goals) and
Personal Goals. The variable portion of pay linked to the achievement of 
Corporate Goals rises in proportion to Personal Goals with each job level, in
line with greater responsibility and more impact on our performance. In 2025,
total employee salaries increased by an average of 4.2% versus 3.1% for the
Managing Board members.
QIAGEN also has frameworks in place for share-based compensation, as well
as incentive programs for new ideas and innovation. All members of QIAGEN
management participate in our stock plan and are eligible to receive LTIs that
are subject to performance and/or service requirements. These performance
targets are the same as those applied to Managing Board members.
Employee share-based remuneration
Pursuant to the 2023 Stock Plan (the 2023 Plan), stock rights – which include
options to purchase our Common Shares, stock grants and stock-based awards
– may be granted to employees of QIAGEN and its subsidiaries. Generally, the
stock-based awards have terms of up to three years, subject to earlier
termination in the event of death, disability or other termination of employment.
Some grants were made previously under the 2014 Stock Plan that also
included a 5-year vesting tranche. The vesting and exercisability of certain stock
rights would be accelerated in the event of a change of control, as defined in
the agreements. Treasury Shares are issued to satisfy option exercises and
award releases.
The Plan is administered by the Compensation & Human Resources Committee
of the Supervisory Board, which selects participants from among eligible
employees, and determines the number of shares to be received subject to the
stock-based award, the length of time the award will remain outstanding, the
manner and time of the award’s vesting, the price per share subject to the
award, and other terms and conditions of the award consistent with the Plan.
Details with respect to PSUs outstanding are set out below:
Performance Stock Units
Shares
Weighted average
purchase price
Weighted average
remaining
contractual term
(in years)
Weighted average
grant date
(Fair value)
Outstanding December 31, 2024
1,795,450
$0.00
$43.08
Awarded
568,817
$0.00
$42.60
Released
(743,395)
$0.00
$41.14
Forfeited
(151,009)
$0.00
$44.40
Outstanding December 31, 2025
1,469,863
$0.00
1.41
$43.74
Vested and expected to vest
1,348,474
$0.00
1.37
$43.77
Details with respect to RSUs outstanding are set out below:
Restricted Stock Units
Shares
Weighted average
purchase price
Weighted average
remaining
contractual term
(in years)
Weighted average
grant date
(Fair value)
Outstanding December 31, 2024
804,184
$0.00
$44.46
Awarded
301,695
$0.00
$43.98
Released
(261,698)
$0.00
$45.82
Forfeited
(91,506)
$0.00
$44.44
Outstanding December 31, 2025
752,675
$0.00
1.50
$43.81
Vested and expected to vest
687,103
$0.00
1.45
$43.82
In accordance with best practice provision 1.4.3 of the Code and Article 5:25c
of the Financial Supervision Act, the Managing Board declares that, to the best
of its knowledge:
1. the report of the Management Board as included in this annual report
provides sufficient insights into any failings in the effectiveness of
QIAGEN's internal risk management and control systems;
2. the aforementioned systems provide reasonable assurance that QIAGEN's
financial reporting does not contain any material inaccuracies;
3. the aforementioned systems provide limited assurance that the sustainability
reporting in the Sustainability Statement included in this annual report does
not contain material inaccuracies;
4. the management board is not aware that, as at December 31, 2025, the
aforementioned systems do not provide comfort that the operational and
compliance risks identified in our Risks and Risk Management section of
this management report are effectively managed considering our risk
appetite, where comfort is to be read as: comfort considering our risk
appetite, the complexity of our enterprise, inherent limitations to these
systems and other disclosures on these systems in our management report;
5. based on QIAGEN's current status of affairs, it is justified that the financial
reporting is prepared on a going concern basis;
6. the report of the Management Board lists the material risks associated with
the strategy and activities of QIAGEN and its affiliated enterprise,
including the strategic, operational, compliance and reporting risks, and
the uncertainties that are relevant to the expectation regarding QIAGEN's
continuity for the period of twelve months after the issuance of this annual
report;
7. the financial statements as included in this annual report provide a true and
fair view of the assets, liabilities, financial position, and profit for the
financial year of QIAGEN and the group companies included in the
consolidation; and
8. the report of the Management Board as included in this annual report
provides a true and fair view of the situation on the balance sheet date, the
business development during the year of QIAGEN, and of its affiliated
group companies included in the financial statements. The report of the
Management Board describes the material risks to which QIAGEN is
exposed.
Due to inherent limitations to risk management and control systems, the above
does not imply that these systems and procedures provide certainty as to the
realisation of strategic, operations, compliance and reporting objectives, nor
that they can prevent all misstatements, inaccuracies, fraud, operational issues,
and non-compliance with laws and regulations.
The above statement is solely made for the purposes of compliance with best
practice provision 1.4.3 of the Code and Article 5:25c of the Financial
Supervision Act, and does not constitute an attestation under the Sarbanes-
Oxley Act or any other form of in-control statement or attestation.
Thierry Bernard Roland Sackers
Chief Executive Officer Chief Financial Officer
KentieDesign_QIAGEN_AR25_Section-Financial-Statements.jpg
Consolidated
Financial Statements
QIAGEN N.V. Consolidated Balance Sheets
(in thousands)
As of December 31,
Notes
2025
2024 (Restated)
Assets
Current assets:
Cash and cash equivalents
(3.17)
$838,619
$663,025
Current financial assets
(7)
259,913
489,437
Trade accounts receivable
(8)
402,608
349,278
Inventories
(3.18)
302,357
279,082
Derivative financial instruments
(25, 26)
2,448
23,604
Other current assets
(9)
162,394
135,062
Total current assets
1,968,339
1,939,488
Non-current assets:
Property, plant and equipment
(10)
530,357
474,517
Goodwill
(12)
2,728,476
2,453,849
Other intangible assets
(12)
824,124
621,252
Right-of-use assets
(13)
149,727
113,416
Equity accounted investments
(11)
14,103
18,241
Non-current financial assets
(7)
5,752
4,283
Deferred tax assets
(17)
93,988
92,565
Derivative financial instruments
(25, 26)
—
3,174
Other non-current assets
(9)
32,917
35,422
Total non-current assets
4,379,444
3,816,719
Total assets
$6,347,783
$5,756,207
The accompanying notes are an integral part of these consolidated financial statements. See Note 1.1 "Revision of Previously Issued Financial Statements."
QIAGEN N.V. Consolidated Balance Sheets
(in thousands, except par value)
As of December 31,
Notes
2025
2024 (Restated)
Liabilities and equity
Current liabilities:
Current financial debts
(16)
$—
497,832
Trade and other accounts payable
72,656
83,272
Provisions
(14)
8,457
3,702
Derivative financial instruments
(25, 26)
20,172
22,635
Other current liabilities
(15)
402,482
376,591
Total current liabilities
503,767
984,032
Non-current liabilities:
Non-current financial debts
(16)
1,443,802
742,378
Deferred tax liabilities
(17)
37,194
33,379
Derivative financial instruments
(25, 26)
135,782
80,726
Other non-current liabilities
(15)
305,714
217,853
Total non-current liabilities
1,922,492
1,074,336
Equity:
Common Shares, 0.01 EUR par value, authorized— 410,000 shares, issued— 217,685 shares in 2025 and 223,904 in
2024
(18)
2,529
2,601
Share premium
1,484,901
1,715,510
Retained earnings
(18)
2,798,815
2,486,459
Reserves
(332,905)
(431,816)
Less treasury shares at cost—764 and 1,614 shares, respectively
(18)
(31,816)
(74,915)
Total equity
3,921,524
3,697,839
Total liabilities and equity
$6,347,783
$5,756,207
The accompanying notes are an integral part of these consolidated financial statements. See Note 1.1 "Revision of Previously Issued Financial Statements."
QIAGEN N.V. Consolidated Income Statements
(in thousands, except per share data)
Years ended December 31,
Notes
2025
2024 (Restated)
Net sales
(4, 21)
$2,089,999
$1,978,214
Cost of sales:
Cost of sales
(6)
(741,899)
(957,893)
Acquisition-related intangible amortization
(12)
(55,236)
(58,541)
Total cost of sales
(797,135)
(1,016,434)
Gross profit
1,292,864
961,780
Other operating income
233
444
Research and development expense
(177,120)
(183,306)
Sales and marketing expense
(465,731)
(459,973)
General and administrative expense
(122,990)
(110,824)
Restructuring, acquisition, integration and other, net
(6)
(59,273)
(90,210)
Other operating expense
(381)
(570)
Total operating expenses, net
(10, 12, 23)
(825,262)
(844,439)
Income from operations
467,602
117,341
Financial income
64,340
68,016
Financial expense
(16)
(37,833)
(47,283)
Gain from equity accounted investments
(11)
4,401
5,720
Non-monetary (loss) gain, net
(3)
(876)
206
Other financial results
(5, 7, 26)
9,257
47,365
Total financial income, net
39,289
74,024
Income before income tax expense
506,891
191,365
Income tax expense
(17)
(69,923)
(34,267)
Net income
$436,968
$157,098
Basic earnings per common share
(19)
$2.01
$0.71
Diluted earnings per common share
(19)
$2.00
$0.70
Weighted average shares outstanding
Basic
(19)
217,219
222,619
Diluted
(19)
218,880
224,717
The accompanying notes are an integral part of these consolidated financial statements. See Note 1.1 "Revision of Previously Issued Financial Statements."
QIAGEN N.V. Consolidated Statements of Comprehensive Income
(in thousands)
Years ended December 31,
Notes
2025
2024 (Restated)
Net income
$436,968
$157,098
Other comprehensive income not reclassified to profit or loss in subsequent periods:
Gain (loss) on pensions (net of $51 tax expense and $227 tax benefit in 2025 and 2024, respectively)
119
(530)
Other comprehensive (loss) income to be reclassified to profit or loss in subsequent periods:
Foreign currency translation adjustments (net of $0 tax in 2025 and 2024 )
146,060
(69,631)
(Gains) losses on cash flow hedges (net of $3,704 tax benefit and $28,422 tax expense in 2025 and 2024, respectively)
(26)
(10,637)
81,743
Reclassification adjustments on cash flow hedges (net of $2,426 tax expense and $27,195 tax benefit in 2025 and 2024 ,
respectively)
(26)
6,897
(78,211)
Net investment hedge
(26)
(43,528)
24,552
Other comprehensive income (loss), after tax
98,911
(42,077)
Comprehensive income
$535,879
$115,021
The accompanying notes are an integral part of these consolidated financial statements. See Note 1.1 "Revision of Previously Issued Financial Statements."
QIAGEN N.V. Consolidated Statements of Cash Flows
(in thousands)
Years ended December 31,
Notes
2025
2024 (Restated)
Cash flows from operating activities:
Net income
$436,968
$157,098
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
(10, 12)
202,600
209,726
Non-cash impairments
(6, 7)
22,440
203,408
Amortization of debt discount and issuance costs
(27)
3,367
18,428
Deferred income taxes
(17)
(22,759)
(19,974)
Share based compensation expense
(22)
50,400
43,627
Loss on financial assets
(7)
968
426
Other items, including fair value changes in derivatives
(11, 16, 26)
1,579
(40,286)
Net changes in operating assets and liabilities:
Trade accounts receivable
(8)
(36,392)
12,218
Inventories
(3)
(3,973)
85,526
Other current assets
(9)
3,021
14,235
Other non-current assets
(9)
(1,712)
(1,194)
Accounts payable
(8,418)
1,446
Accrued and other current liabilities
(15)
(42,410)
(53,731)
Other non-current liabilities
(15)
38,341
4,108
Income taxes
(17)
38,812
34,856
Interest paid
(33,829)
(27,642)
Interest received
60,271
81,230
Income taxes paid, net of refunds
(17,266)
(15,684)
Net cash provided by operating activities
692,008
707,821
The accompanying notes are an integral part of these consolidated financial statements. See Note 1.1 "Revision of Previously Issued Financial Statements."
QIAGEN N.V. Consolidated Statements of Cash Flows
(in thousands)
Years ended December 31,
Notes
2025
2024 (Restated)
Cash flows from investing activities:
Purchases of property, plant and equipment
(10)
(76,802)
(68,038)
Purchases of intangible assets
(12)
(130,324)
(103,204)
Development expenses
(12)
(10,384)
(10,181)
Purchases of unquoted debt securities
(7)
(369,014)
(685,915)
Proceeds from redemption of unquoted debt securities
(7)
597,057
584,979
Purchases of unquoted equity securities
(7, 11)
(2,849)
(3,157)
Proceeds from unquoted equity securities
(7)
43
692
Cash paid for acquisitions, net of cash acquired
(5)
(300,446)
—
Cash (paid) received for collateral asset
(32,163)
25,414
Net cash used in investing activities
(324,882)
(259,410)
Cash flows from financing activities:
Capital repayment
(18)
(280,086)
(292,099)
Cash dividend payment
(18)
(54,243)
—
Proceeds from non-current debt, net of issuance costs
(16, 17)
742,318
494,211
Repayment of non-current debt
(16, 17)
(534,167)
(601,536)
Principal payments on leases
(13)
(27,093)
(23,892)
Tax withholding related to vesting of stock awards
(22)
(27,270)
(34,161)
Cash (paid) received for collateral liability
(16,080)
11,350
Cash paid for contingent consideration
—
—
Other financing activities
(229)
(661)
Net cash used in financing activities
(196,850)
(446,788)
Effect of exchange rate changes on cash and cash equivalents
5,318
(5,918)
Net increase (decrease) in cash and cash equivalents
175,594
(4,295)
Cash and cash equivalents, beginning of period
663,025
667,320
Cash and cash equivalents, end of period
$838,619
$663,025
The accompanying notes are an integral part of these consolidated financial statements. See Note 1.1 "Revision of Previously Issued Financial Statements."
QIAGEN N.V. Consolidated Statements of Changes in Equity
(in thousands)
Common Shares
Share
premium
Retained
earnings
Derivative
hedge
reserve
Pension
reserve
Foreign
currency
translation
Treasury Shares
Total
equity
Notes
Shares
Amount
Shares
Amount
Balance at December 31, 2023
230,829
$2,702
$1,965,581
$2,421,630
($37,371)
$812
($353,180)
(2,627)
($133,023)
$3,867,151
Net income
—
—
—
157,098
—
—
—
—
—
157,098
Other comprehensive income (loss)
—
—
—
—
28,084
(530)
(69,631)
—
—
(42,077)
Comprehensive income
—
—
—
157,098
28,084
(530)
(69,631)
—
—
115,021
Capital repayment
(18)
(6,925)
(101)
(292,672)
—
—
—
—
79
—
(292,773)
Tax benefit of employee stock plans
(22)
—
—
(1,026)
—
—
—
—
—
—
(1,026)
Share-based payments
(22)
—
—
43,627
—
—
—
—
—
—
43,627
Employee stock plans
(22)
—
—
—
(92,269)
—
—
—
1,734
92,269
—
Tax withholding related to vesting of
stock awards
(22)
—
—
—
—
—
—
—
(800)
(34,161)
(34,161)
Balance at December 31, 2024
(Restated)
223,904
$2,601
$1,715,510
$2,486,459
($9,287)
$282
($422,811)
(1,614)
($74,915)
$3,697,839
Balance at December 31, 2024
223,904
$2,601
$1,715,510
$2,486,459
$(9,287)
$282
$(422,811)
(1,614)
$(74,915)
$3,697,839
Net income
—
—
—
436,968
—
—
—
—
—
436,968
Other comprehensive income (loss)
—
—
—
—
(47,268)
119
146,060
—
—
98,911
Comprehensive income
—
—
—
436,968
(47,268)
119
146,060
—
—
535,879
Capital repayment
(18)
(6,219)
(72)
(280,110)
—
—
—
—
45
—
(280,182)
Cash dividends declared, $0.25 per
share
(18)
—
—
—
(54,243)
—
—
—
—
—
(54,243)
Tax benefit of employee stock plans
(22)
—
—
(899)
—
—
—
—
—
—
(899)
Share-based payments
(22)
—
—
50,400
—
—
—
—
—
—
50,400
Employee stock plans
(22)
—
—
—
(70,369)
—
—
—
1,473
70,369
—
Tax withholding related to vesting of
stock awards
(22)
—
—
—
—
—
—
—
(668)
(27,270)
(27,270)
Balance at December 31, 2025
217,685
$2,529
$1,484,901
$2,798,815
($56,555)
$401
($276,751)
(764)
($31,816)
$3,921,524
The accompanying notes are an integral part of these consolidated financial statements. See Note 1.1 "Revision of Previously Issued Financial Statements."
1. Corporate Information, Basis of Presentation and Statement of Compliance
Corporate Information
QIAGEN N.V. is a public limited liability company (naamloze vennootschap) under Dutch law with a registered office at
Hulsterweg 82, 5912 PL Venlo, The Netherlands. QIAGEN N.V., a Netherlands holding company, and subsidiaries (we,
our or the Company) is a global leader in Sample to Insight solutions, that enable customers to extract and analyze
molecular information from samples containing the building blocks of life. Our Sample technologies isolate and process
DNA, RNA and proteins from blood, tissue and other materials. Assay technologies prepare these biomolecules for
analysis, while bioinformatics support the interpretation of complex data to deliver actionable insights. Automation
solutions integrate these steps into streamlined, cost-effective workflows. We serve more than 500,000 customers
worldwide in the Life Sciences (academia, pharmaceutical research and development and industrial applications, such as
forensics) and molecular diagnostics (clinical healthcare). As of December 31, 2025, we employed approximately 5,700
people in more than 35 locations worldwide.
Our Common Shares are listed for trading on the Frankfurt Stock Exchange, Prime Standard Segment, under the symbol
QIA and on the New York Stock Exchange (NYSE) under the symbol QGEN.
Basis of Presentation and Statement of Compliance
The accompanying consolidated financial statements were prepared in accordance with International Financial Reporting
Standards as adopted by the European Union (EU-IFRS) and all amounts are presented in U.S. dollars rounded to the
nearest thousand, unless otherwise indicated. The consolidated financial statements have been prepared on a historical
cost basis, except for derivative financial instruments, contingent consideration and financial assets that have been
measured at fair value. The financial statements of the Company have been prepared on the basis of the going concern
assumption. The consolidated financial statements also comply with the financial reporting requirements included in Part 9
of Book 2 of the Dutch Civil Code, as far as applicable.
We undertake acquisitions to complement our own internal product development activities. In December 2025, we
acquired Parse Biosciences, Inc. a privately held, leading provider of scalable, instrument-free solutions for single-cell
research located in Seattle, Washington. In May 2025, we acquired GNX Data Systems Ltd. (doing business as Genoox).
Genoox, a privately held company founded in 2014 and headquartered in Tel Aviv, Israel, provides AI-powered software
that enables clinical labs to scale and accelerate the processing of complex genetic tests. At the acquisition date, all the
assets acquired and liabilities assumed were recorded at their respective fair values and our consolidated results of
operations include the operating results from the acquired company from the acquisition date. The acquisition was not
significant to the overall consolidated financial statements.
The consolidated financial statements of QIAGEN for the year ended December 31, 2025 were authorized for issue in
accordance with a unanimous resolution of the Supervisory Board on April 29, 2026.
1.1 Revision of Previously Issued Financial Statements
During 2025, we identified two matters affecting our previously issued consolidated financial statements as of and for the
year ended December 31, 2024. The first matter relates to the classification of $444.4 million of debt and $8.9 million of
derivative liability related to the embedded conversion option that had previously been reported as non-current as of
December 31, 2024 and should have been classified as current under IFRS due to the December 17, 2025 bondholder
put date with respect to the $500.0 million aggregate principal amount of 0.000% Senior Unsecured Convertible Notes
due 2027. The second matter relates to the accounting for the embedded conversion feature in our 2.500% Convertible
Notes due 2031 issued on September 10, 2024. Under IFRS, the embedded conversion feature is required to be
separated from the host debt instrument and accounted for separately at inception. In the previously issued consolidated
financial statements as of and for the year ended December 31, 2024, the required initial bifurcation of the embedded
conversion feature was omitted and the derivative liability was incorrectly recorded with a debit to profit or loss.
Accordingly, the accompanying consolidated financial statements as of and for the year ended December 31, 2024 have
been restated to correct the errors.
The errors have been corrected by restating each of the affected financial statement line items for the prior periods as
follows:
December 31,
2024
(in thousands, except per share data)
Impact
Impact on Balance Sheet (increase/(decrease))
Current financial debts
$444,351
Derivative financial instruments
$8,883
Total current liabilities
$453,234
Non-current financial debts
($541,638)
Derivative financial instruments
($8,883)
Total non-current liabilities
($550,521)
Net impact on equity
$97,287
Impact on Income Statement (increase in profit)
Other financial results
$97,287
Net income
$97,287
Impact on basic and diluted earnings per share (increase in EPS)
Basic earnings per common share
$0.44
Diluted earnings per common share
$0.43
The change did not have an impact on operating, investing and financing cash flows.
2. Effects of New Accounting Policies and Disclosures
New Accounting Standards and Interpretations Adopted
For 2025, there were no new standards or interpretations that were adopted which have a material impact to the
consolidated financial statements.
New Accounting Standards and Interpretations Issued but Not Yet Adopted
IFRS 18, Presentation and Disclosure in Financial Statements, replaces IAS 1 and introduces new requirements for the
presentation of specified categories and subtotals in the statement of profit or loss, disclosures of management-defined
performance measures in the notes, and enhanced principles for aggregation and disaggregation. IFRS 18 is effective for
annual reporting periods beginning on or after January 1, 2027, with earlier application permitted, and is to be applied
retrospectively subject to specific transition provisions. The related amendments to IAS 7 and IAS 33, as well as revisions to
IAS 8 and IFRS 7, become effective upon adoption of IFRS 18. The Company is currently evaluating the impact of IFRS 18
and the related amendments and expects a material impact on the presentation and disclosures in its consolidated financial
statements.
The amendments to IFRS 9, Financial Instruments, and IFRS 7, Financial Instruments: Disclosures, address matters identified
during the post-implementation review of the classification and measurement requirements of IFRS 9 and are effective for
annual reporting periods beginning on or after January 1, 2026. The Company does not expect the amendments to have a
material impact on its consolidated financial statements.
3. Summary of Significant Accounting Policies, Estimates and Judgments
Significant Accounting Policies
3.1  Consolidation Principles
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at
December 31, 2025 and for the year then ended.
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and
continue to be consolidated until the date that such control ceases. An entity is controlled when the Company has power
over the entity, exposure or rights to variable returns from its involvement with the entity, and the ability to affect those
returns through its power over the entity. In determining whether control exists, potential voting rights must be taken into
account if those rights are substantive, in other words they can be exercised on a timely basis when decisions about the
relevant activities of the entity are to be taken. Entities consolidated by the Company are referred to as "subsidiaries." The
financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent
accounting policies. All intra-Company balances, income and expenses, unrealized gains and losses and dividends
resulting from intra-Company transactions are eliminated in full.
Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the
noncontrolling interest. Total comprehensive income is attributed to the owners of the parent and to the noncontrolling
interest even if this results in a deficit balance.
A change in the ownership interest of a subsidiary, without a change of control, is accounted for as an equity transaction.
If the Company loses control over a subsidiary, it derecognizes the assets (including goodwill) and liabilities of the
subsidiary, the carrying amount of any noncontrolling interest, the cumulative translation differences, recorded in equity,
recognizes the fair value of the consideration received, recognizes the fair value of any investment retained, any surplus or
deficit in profit or loss and reclassifies the parent's share of components previously recognized in other comprehensive
income to profit or loss.
3.2  Business Combinations and Goodwill
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the
aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any noncontrolling
interest in the acquiree. The Company measures the noncontrolling interest in the acquiree at fair value. Acquisition related
costs incurred are expensed.
When the Company acquires a business, it assesses the financial assets acquired and liabilities assumed for appropriate
classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions
as at the acquisition date.
Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the acquisition date.
Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability will be
recognized either in profit or loss or as a change to other comprehensive income. If the contingent consideration is
classified as equity, it shall not be remeasured until it is finally settled within equity.
Goodwill is initially measured at cost being the excess of the consideration transferred and the amount recognized for
noncontrolling interest over the Company's net identifiable assets acquired and liabilities assumed. If this consideration is
lower than the fair value of the net assets of the subsidiary acquired, the difference is recognized as profit.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of
impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the
Company's cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or
liabilities of the acquiree are assigned to those units.
Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill
associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or
loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the
operation disposed of and the portion of the cash-generating unit retained.
Management monitors and makes decisions regarding the Company's operations on a functional specific and global level.
Goodwill is monitored and assessed for the entire consolidated group as a whole because the Company and its
subsidiaries together compose a single cash-generating unit.
3.3  Equity Accounted Investments
Investments in entities in which the Company has significant influence, generally participations of 20% or more of the
voting power, but over which it does not exercise management control are accounted for using the equity method. The
Company's interests in equity accounted investees comprise interests in associates and joint ventures. Associates are those
entities in which the company has significant influence but no control or joint control. A joint venture is an arrangement in
which the company has joint control, whereby the company has rights to the net assets of the arrangement, rather than
rights to its assets and obligations for its liabilities.
Under the equity method, the investment is carried in the balance sheet at cost plus post acquisition changes in the
Company's share of net assets of the associate.
After application of the equity method, the Company determines whether it is necessary to recognize an additional
impairment loss on the Company's investment. The Company determines at each reporting date whether there is any
objective evidence that the investment is impaired. If this is the case the Company calculates the amount of impairment as
the difference between the recoverable amount of the investment and its carrying value and recognizes the amount in the
income statement.
Upon loss of significant influence over the associate, the Company measures and recognizes any retaining investment at its
fair value.
3.4  Foreign Currency Translation
The Company's presentation currency is the U.S. dollar (US$) which is also the parent company's functional currency. The
majority of our subsidiaries' functional currencies are the local currency of the respective country. Balance sheets prepared
in the functional currencies are translated to the presentation currency at exchange rates in effect at the end of the
accounting period except for shareholders' equity accounts, which are translated at rates in effect when these balances
were originally recorded. Revenue and expense accounts are translated at a weighted average of exchange rates during
the period. The cumulative effect of translation is included in shareholders' equity. On disposal of a subsidiary, such
translation differences are recognized in the income statement as part of the gain or loss on sale.
Foreign currency transactions involving monetary assets and liabilities denominated in a currency other than the functional
currency of the entity are translated using the exchange rate prevailing at the dates of the transactions and are
subsequently valued at the closing rates at each period end. The foreign currency gains or losses on hedging instruments
used to offset currency risk associated with the translation of the foreign operations are deferred in other comprehensive
income, to the extent that the hedge is effective. Foreign currency transaction gains and losses realized until settlement are
included in the income statement, except for those related to intercompany transactions of a long-term investment nature
which represent in substance part of the reporting entity's net investment in a foreign entity; such gains and losses are
included in the cumulative foreign currency translation adjustments component of shareholders' equity. Included in other
financial results in the accompanying consolidated income statements is a net loss on foreign currency transactions of
$5.5 million and a net loss on foreign currency transaction of $2.7 million for the years ended December 31, 2025 and
2024, respectively.
The exchange rates of key currencies affecting the Company were as follows:
(USD equivalent for one)
Closing rate as at December 31,
Annual average rate
2025
2024
2025
2024
Euro (EUR)
1.1750
1.0389
1.1296
1.0821
Pound Sterling (GBP)
1.3466
1.2529
1.3179
1.2782
Swiss Franc (CHF)
1.2615
1.1038
1.2059
1.1362
Japanese Yen (JPY)
0.0064
0.0064
0.0067
0.0066
Chinese Yuan (CNY)
0.1428
0.1370
0.1391
0.1390
Beginning January 1, 2022, the results of our subsidiary in Türkiye are reported under hyperinflationary accounting in
accordance with International Accounting Standard 29, Financial Reporting in Hyperinflationary Economies (IAS 29).
Under IAS 29, to reflect changes in purchasing power using a general price index, the carrying amounts of non-monetary
assets and liabilities, shareholders’ equity, and comprehensive income of our subsidiary in Türkiye were restated in terms of
a measuring unit current at the balance sheet date. No restatement is required for monetary assets and liabilities because
they represent money held, to be received, or to be paid.
3.5  Revenue Recognition
We recognize revenue when control of promised goods or services transfers to our customers in an amount that reflects the
consideration that is expected to be received in exchange for those goods or services. We enter into contracts that can
include various combinations of products and services, which are generally distinct and accounted for as separate
performance obligations. The transaction price is allocated to performance obligations based on their relative stand-alone
selling prices. The majority of our sales revenue is recognized when products are shipped to the customers at which point
control transfers. Refer to Note 4 "Revenue" for additional details.
Shipping and handling costs charged to customers are recorded as revenue in the period that the related product sale
revenue is recorded. Associated costs of shipping and handling are included in sales and marketing expenses. For the
years ended December 31, 2025 and 2024, shipping and handling costs totaled $31.8 million and $33.4 million,
respectively.
3.6  Operating Expenses
Advertising Costs
The costs of advertising are expensed as incurred when the services are performed and are included as a component of
sales and marketing expense. Advertising costs for the years ended December 31, 2025 and 2024 were $8.7 million and
$9.6 million, respectively.
General and Administrative
General and administrative expenses primarily represent personnel costs and expenses associated with administrative
infrastructure, including continued investments across the organization in information technology improvements and cyber
security.
Restructuring, Acquisition, Integration and Other
We incur indirect acquisition and business integration costs in connection with business combinations. These costs
represent incremental costs that we believe would not have been incurred absent the business combinations. Major
components of these costs include consulting and related fees incurred to integrate or restructure the acquired operations,
payroll and related costs for employees remaining with the Company on a transitional basis and public relations,
advertising and media costs for re-branding of the combined organization.
As part of our restructuring activities, we incur expenses that qualify constructive obligations under IAS 37 arising from a
restructuring program including severance and employee costs as well as contract and other costs, primarily contract
termination costs, as well as inventory write-offs and other implementation costs primarily related to consulting fees.
Personnel related costs primarily relate to cash severance and other termination benefits. We also incur expenses that are
an integral component of, and are directly attributable to, our restructuring activities which do not qualify as constructive
obligation under IAS 37, which consist of asset-related costs such as intangible asset impairments and other asset related
write-offs. Termination benefits are recorded when communicated to employees and the Company can no longer withdraw
the offer of those benefits. Other benefits which require future service and are associated with non-recurring benefits are
recognized ratably over the future service period. Other assets are impaired or written-off if the carrying value exceeds the
fair value. All other costs are recognized as incurred. Facility closure and other costs are recorded when the liability is
incurred. The specific restructuring measures and associated estimated costs are based on management's best business
judgment under the existing circumstances at the time the estimates are made. If future events require changes to these
estimates, such adjustments will be reflected in the period of the revised estimate. See Note 6 "Restructuring" for the
details.
Research and Development
Research costs are expensed as incurred. Development expenditures on an individual project are recognized as an
intangible asset when the Company can demonstrate:
• The technical feasibility of completing the intangible asset so that it will be available for use or sale.
• Its intention to complete and its ability to use or sell the asset.
• How the asset will generate probable future economic benefits.
• The availability of resources to complete the asset and to use or sell the intangible asset.
• The ability to measure reliably the expenditure during development.
Following initial recognition of the development expenditure as an asset, the cost model is applied requiring the asset to be
carried at cost less any accumulated amortization and accumulated impairment losses.
Amortization of the asset begins when development is complete and the asset is available for use. It is amortized on a
straight-line basis over the period of expected future benefit (between three and five years). Amortization is recorded in
cost of sales. During the period of development, the asset is tested for impairment annually.
3.7  Government Grants
We recognize government grants when there is reasonable assurance that all conditions will be complied with and the
grant will be received. Our government grants generally represent subsidies for specified activities and are therefore
recognized when earned as a reduction of the expenses recorded for the activity that the grants are intended to
compensate. Thus, when the grant relates to research and development expense, the grant is recognized over the same
period that the related costs are incurred. Otherwise, amounts received under government grants are recorded as liabilities
in the balance sheet. When the grant relates to an asset, the value of the grant is deducted from the carrying amount of the
asset and recognized over the same period that the related asset is depreciated or amortized.
In 2025, we received government grants in the amount of $2.2 million (2024: $0.4 million), of which $1.5 million was
offset against the carrying amount of assets, $0.6 million and $0.1 million of income was included to offset general and
administrative expense and research and development expense, respectively, in the accompanying consolidated income
statement. We do not carry any liabilities related to government grants.
3.8  Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that takes a substantial period
of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets (qualifying asset)
when such borrowing costs are significant and are recognized using the effective interest rate method. All other borrowing
costs are expensed in the period they occur.
3.9  Post-Employment Benefits
The Company operates a number of defined benefit and defined contribution plans. For defined benefit plans, the
Company provides for benefits payable to their employees on retirement by charging current service costs to income. The
defined benefit liability comprises the present value of the defined benefit obligation less past service cost and actuarial
gains and losses not yet recognized and less the fair value of plan assets out of which the obligations are to be settled
directly. The Company's contributions to the defined contribution pension plans are charged to the income statement in the
year to which they relate. Refer to Note 23 "Employee Benefits and Personnel Costs" for more details.
3.10  Share-Based Payments
The Company has a stock option plan, which is described in detail under Note 22 "Share-Based Payments." A
compensation charge is calculated at the date the options are granted. This charge is recognized over the stock option's
vesting period. When the option is exercised, the proceeds received net of any transaction costs are credited to share
capital and share premium.
3.11  Taxation
Taxes reported in the consolidated income statements include current and deferred income taxes.
Current income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation
authorities and are presented net within tax jurisdictions where permitted. The tax rates and tax laws used to compute the
amount are those that are enacted or substantively enacted, by the reporting date, in the countries where the Company
operates and generates taxable income.
Current income tax relating to items recognized directly in equity is recognized in equity and not in the income statement.
Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax
regulations are subject to interpretation and decreases tax assets or increases tax liabilities where appropriate.
Deferred tax
Deferred tax is provided using the liability method on temporary differences at the reporting date between the tax bases of
assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is
realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the
reporting date. A deferred tax asset is recognized for deductible temporary differences and unused tax losses (tax credits)
carried forward, to the extent that it is probable that future taxable profits will be available.
Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are
recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets
against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation
authority.
Income tax exposure
Uncertainties exist with respect to the interpretation of complex tax regulations (including Pillar Two regulations) changes in
tax laws, and the amount and timing of future taxable income. Given the wide range of international business relationships
and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results
and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and
expense already recorded.
The Company establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax
authorities of the respective counties in which it operates. The amount of such provisions is based on various factors, such
as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the
responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the
conditions prevailing in the respective Company's domicile.
3.12  Financial Instruments - Recognition and Initial Measurement
The Company's financial assets include cash and short-term deposits, trade accounts receivable, loan and other
receivables, quoted and unquoted financial instruments, and derivative financial instruments. The Company's financial
liabilities include trade and other payables, loans and borrowings, and derivative financial instruments.
Trade receivables and debt securities issued are initially recognized when they are originated. All other financial assets
and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the
instrument.
A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially
measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly
attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at
the transaction price.
3.13  Financial Instruments - Classification and Subsequent Measurement
Financial assets
On initial recognition, a financial asset is classified as measured at: amortized costs; fair value through other
comprehensive income (FVOCI) - debt investment; FVOCI - equity investment; or fair value through profit or loss (FVTPL).
Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model
for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first
reporting period following the change in the business model.
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as an
FVTPL:
• it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
• it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling
financial assets; and
• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present
subsequent changes in the investment's fair value in OCI. This election is made on an investment-by-investment basis.
All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This
includes all derivative financial assets (see Note 26). On initial recognition, the Company may irrevocably designate a
financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI as measured at FVTPL
if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise (IFRS 9, para 4.1.5). As
of December 31, 2025, we have not made this election.
Financial assets - Business model assessment
The Company makes an assessment of the objective of the business model in which a financial asset is held at a portfolio
level because this best reflects the way the business is managed and information is provided to management. The
information considered includes:
• the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether
management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile,
matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or
realizing cash flows through the sale of the assets;
• how the performance of the portfolio is evaluated and reported to the Company’s management;
• the risks that affect the performance of the business model (and the financial assets held within that business model) and
how those risks are managed;
• how managers of the business are compensated - e.g. whether compensation is based on the fair value of the assets
managed or the contractual cash flows collected; and
• the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and
expectations about future sales activity.
Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for
this purpose, consistent with the Company’s continuing recognition of the assets.
Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are
measured at FVTPL.
Financial assets - Assessment whether contractual cash flows are solely payments of principal and interest
For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial recognition.
‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount
outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and
administrative costs), as well as a profit margin.
In assessing whether the contractual cash flows are solely payments of principal and interest, the Company considers the
contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could
change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment,
the Company considers:
• contingent events that would change the amount or timing of cash flows;
• terms that may adjust the contractual coupon rate, including variable-rate features;
• prepayment and extension features; and
• terms that limit the Company’s claim to cash flows from specified assets (e.g. non-recourse features).
A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount
substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include
reasonable additional compensation for early termination of the contract. Additionally, for a financial asset acquired at a
discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that
substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include
reasonable additional compensation for early termination) is treated as consistent with this criterion if the fair value of the
prepayment feature is insignificant at initial recognition.
Financial assets - Classification, subsequent measurement and gains and losses
Financial assets at
FVTPL
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend
income, are recognized in profit or loss. However, see Note 26 for derivatives designated as hedging instruments.
Financial assets at
amortized cost
These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is
reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in
profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
Debt investments at
FVOCI
These assets are subsequently measured at fair value. Interest income calculated using the effective interest method,
foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are
recognized in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.
Equity investments at
FVOCI
These assets are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the
dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized
in OCI and are never reclassified to profit or loss.
At December 31, 2025, all unquoted equity securities held as non-current financial assets and current and non-current
derivative financial instruments are measured at FVTPL. All other financial assets are measured at amortized cost.
The Company does not hold any debt or equity investments at FVOCI as of December 31, 2025.
Financial liabilities - Classification, subsequent measurement and gains and losses
Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is
classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL
are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Other
financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and
foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in
profit or loss.
At December 31, 2025, current and non-current derivative financial instruments are measured at FVTPL, with additional
disclosures in Note 25 "Fair Value Measurements." All other financial liabilities are measured at amortized cost.
See Note 26 for financial liabilities designated as hedging instruments.
3.14  Derecognition
Financial assets
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire,
or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and
rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains
substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
The Company enters into transactions whereby it transfers assets recognized in its balance sheet, but retains either all or
substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not
derecognized.
Financial liabilities
The Company derecognizes a financial liability when its contractual obligations are discharged or canceled, or expire. The
Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are
substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration
paid (including any non‑cash assets transferred or liabilities assumed) is recognized in profit or loss.
3.15  Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when,
the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net
basis or to realize the asset and settle the liability simultaneously.
3.16  Derivative Financial Instruments and Hedge Accounting
The Company holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures.
Embedded derivatives are separated from the host contract and accounted for separately if the host contract is not a
financial asset and certain criteria are met.
Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value,
and changes therein are generally recognized in profit or loss.
At inception of designated hedging relationships, the Company documents the risk management objective and strategy for
undertaking the hedge. The Company also documents the economic relationship between the hedged item and the
hedging instrument, including whether the changes in cash flows of the hedged item and hedging instrument are expected
to offset each other.
Cash flow hedges
When a derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the
derivative is recognized in OCI and accumulated in the hedging reserve. The effective portion of changes in the fair value
of the derivative that is recognized in OCI is limited to the cumulative change in fair value of the hedged item, determined
on a present value basis, from inception of the hedge. Any ineffective portion of changes in the fair value of the derivative
is recognized immediately in profit or loss.
The Company designates only the change in fair value of the spot element of forward exchange contracts as the hedging
instrument in cash flow hedging relationships. The change in fair value of the forward element of forward exchange
contracts (‘forward points’) is separately accounted for as a cost of hedging and recognized in a costs of hedging reserve
within equity.
When the hedged forecast transaction subsequently results in the recognition of a non-financial item such as inventory, the
amount accumulated in the hedging reserve and the cost of hedging reserve is included directly in the initial cost of the
non-financial item when it is recognized.
For all other hedged forecast transactions, the amount accumulated in the hedging reserve and the cost of hedging reserve
is reclassified to profit or loss in the same period or periods during which the hedged expected future cash flows affect
profit or loss.
If the hedge no longer meets the criteria for hedge accounting or the hedging instrument is sold, expires, is terminated or is
exercised, then hedge accounting is discontinued prospectively. When hedge accounting for cash flow hedges is
discontinued, the amount that has been accumulated in the hedging reserve remains in equity until, for a hedge of a
transaction resulting in the recognition of a non-financial item, it is included in the non-financial item’s cost on its initial
recognition or, for other cash flow hedges, it is reclassified to profit or loss in the same period or periods as the hedged
expected future cash flows affect profit or loss.
If the hedged future cash flows are no longer expected to occur, then the amounts that have been accumulated in the
hedging reserve and the cost of hedging reserve are immediately reclassified to profit or loss.
Net investment hedges
When a derivative instrument or a non-derivative financial liability is designated as the hedging instrument in a hedge of a
net investment in a foreign operation, the effective portion of, for a derivative, changes in the fair value of the hedging
instrument or, for a non-derivative, foreign exchange gains and losses is recognized in OCI and presented in the
translation reserve within equity. Any ineffective portion of the changes in the fair value of the derivative or foreign
exchange gains and losses on the non-derivative is recognized immediately in profit or loss. The amount recognized in
OCI is reclassified to profit or loss as a reclassification adjustment on disposal of the foreign operation.
3.17  Cash and Cash Equivalents
Cash and cash equivalents consist of cash on deposit in banks and other cash invested temporarily in various instruments
that are short-term and highly liquid with an original maturity of less than three months at the date of purchase.
(in thousands)
 
2025
2024
Cash at bank and on hand
 
$136,157
$92,175
Money market funds
647,809
399,917
Short-term bank deposits
54,653
170,933
Cash and cash equivalents
 
$838,619
$663,025
3.18  Inventories
Inventories are stated at the lower of cost and net realizable value. The moving average method of valuation is used. The
cost of work in process and finished goods includes raw materials, direct labor and production overhead expenditure
based upon normal operating capacity. Net realizable value is the estimated selling price in the ordinary course of
business less the cost of completion and distribution expenses. At December 31, 2025 and 2024, no inventory was
recorded at net realizable value. Provisions are established for slow-moving and obsolete inventory. No inventory is
pledged as collateral as of December 31, 2025.
(in thousands)
 
2025
2024
Raw materials
 
$54,163
$52,770
Work in process
 
78,419
72,675
Finished goods
 
169,775
153,637
Total inventories, net
 
$302,357
$279,082
Included in inventories as of December 31, 2025, are $36.5 million (2024: $65.5 million) of inventory valuation
allowances. The movement in inventory valuation allowances was recorded under cost of sales. For the years ended
December 31, 2025 and 2024, cost of sales included cost of inventory sold of $322.8 million and $299.6 million,
respectively.
Inventory impairment totaling $11.3 million in 2025 and $93.5 million in 2024 were recognized in connection with the
discontinuation of NeuMoDx, further discussed in Note 6 "Restructuring."
3.19  Property, Plant and Equipment
Property, plant and equipment are stated at cost of acquisition or construction cost less accumulated depreciation and
accumulated impairment in value. Depreciation is computed using the straight-line method over the following estimated
useful lives of the assets:
Buildings and leasehold improvements
up to 60 years
Machinery and equipment
3-15 years
Furniture and office equipment
3-10 years
Land is not depreciated. Construction costs include borrowing costs and operating expenses that are directly attributable to
items of property, plant and equipment capitalized during construction. Subsequent expenditure on an item of property,
plant and equipment is capitalized at cost only when it is probable that future economic benefits associated with the item
will flow to the Company and the cost of the item can be measured reliably. Repair and maintenance costs are expensed
as incurred. Gains and losses on disposal or retirement of items of property, plant and equipment are determined by
comparing the proceeds received with the carrying amounts and are included in the consolidated income statements. The
asset's residual values, useful lives and methods of depreciation are reviewed, and adjusted if appropriate, at each
financial year end.
3.20  Leases
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a
lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration.
Company as a lessee
Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available
for use by the company. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on
a straight-line basis.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net
present value of the following lease payments:
• fixed payments, including in-substance fixed payments, less any lease incentives received;
• variable lease payments that are based on an index or a rate;
• amounts expected to be payable to the lessee under residual value guarantees;
• the exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and
• payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the
lessee's incremental borrowing rate at the lease commencement date is used, which is based on an assessment of interest
rates the company would have to pay to borrow funds, including the consideration of factors such as the nature of the asset
and location, collateral, market terms and conditions, as applicable. After the commencement date, the amount of lease
liabilities is increased to reflect the accretion of interest and reduced for the lease payments made.
Each lease payment is allocated between the liability and finance charges. The interest element of the finance cost is
recognized in the income statement over the lease period so as to produce a constant periodic rate of interest on the
remaining balance of the liability for each period. In addition, the carrying amount of lease liabilities is remeasured if there
is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the
assessment to purchase the underlying asset.
Right-of-use assets are measured at cost comprising the following:
• the amount of the initial measurement of the lease liability;
• any lease payments made at or before the commencement date less any lease incentives received;
• any initial direct costs; and
• restoration costs.
The company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an
option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the
lease, if it is reasonably certain not to be exercised. The company applies judgment in evaluating whether it is reasonably
certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to
exercise the renewal.
The company leases various items of real estate, vehicles and other equipment. Rental contracts are typically made for
fixed periods but may have extension or termination options.
Company as a lessor
When the company acts as a lessor, it determines at lease inception whether a lease is a finance lease or an operating
lease. Leases in which the company does not transfer substantially all the risks and rewards incidental to ownership of an
asset are classified as operating leases. The company recognizes lease payments received under operating leases as
income on a straight-line basis over the lease terms in the Income Statement.
3.21  Intangible Assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a
business combination is its fair value as at the date of acquisition. Expenditure on acquired technology rights, patents,
trademarks and licenses are capitalized as intangible assets when it is probable that future economic benefits will flow to
the Company and the cost can be measured reliably. Following initial recognition, intangible assets are carried at cost less
any accumulated amortization and any accumulated impairment losses.
Through business combinations, the Company may acquire a variety of intangible assets which either will be or are
amortized based on the nature and use of the assets. Amortization expense related to developed technology and patent
and license rights acquired in a business combination is included in cost of sales. Amortization of trademarks and customer
base acquired in a business combination is recorded in sales and marketing expense. For intangible assets not acquired in
business combinations, amortization expense is recorded within cost of sales, research and development, or sales and
marketing line items based on the nature and use of the asset.
The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite lives are
amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible
asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life
are reviewed at least annually. Changes in the expected useful life or the expected pattern of consumption of future
economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate,
and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is
recognized in the income statement in the expense category consistent with the function of the intangible asset.
Developed technology, patents and license rights, computer software, development costs and other intellectual properties
are amortized on a straight-line basis over their estimated useful lives as follows:
Developed technology, patents and license rights
5-15 years
Computer software
3-20 years
Development costs
3-5 years
Other intellectual properties
5-15 years
3.22  Impairment
Impairment of financial assets
The Company recognizes an allowance for expected credit losses (ECLs) for trade receivables, contract assets, and debt
investments carried at amortized cost. ECLs are based on the difference between the contractual cash flows due in
accordance with the contract and all the cash flows that the company expects to receive, discounted at an approximation
of the original effective interest rate.
ECLs are recognized in two stages. For credit risk exposures for which there has not been a significant increase in credit
risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the
next 12 months (12-month ECLs). The company considers a financial asset to be in default when the counterparty is unlikely
to pay its credit obligations to the company in full or when the financial asset is past due. For those credit exposures for
which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit
losses expected over the remaining life of the exposure, irrespective of the timing of the default (lifetime ECLs). When
determining whether the credit risk of a financial asset has increased significantly since initial recognition, the Company
considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes
both quantitative and qualitative information and analysis, based on the company's historical experience and informed
credit assessment and including forward-looking information, such as forecast economic conditions.
The Company assesses the allowance for doubtful accounts by applying the IFRS 9 simplified approach to measuring
expected credit losses (ECLs), which uses the lifetime ECL allowance. To measure the ECLs on trade receivables, the
Company considers any credit-risk concentration, collective debt risk based on historical losses, specific circumstances
considering the market information on a country specific basis, and other forward looking information. Trade receivables
are written off when there is no reasonable expectation of recovery of the asset (for example, because of bankruptcy).
Impairment of non-financial assets
The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any
indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset's
recoverable amount. An asset's recoverable amount is the higher of an asset's or cash-generating unit's (CGU) fair value
less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash
inflows that are largely independent of those from other assets or the Company's assets. Where the carrying amount of an
asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable
amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In
determining fair value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by
valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators.
Impairment losses are recognized in the income statement in those expense categories consistent with the function of the
impaired asset.
For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that
previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the
Company estimates the asset's or cash-generating unit's recoverable amount. A previously recognized impairment loss is
reversed only if there has been a change in the assumptions used to determine the asset's recoverable amount since the last
impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its
recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no
impairment loss been recognized for the asset in prior years. Such reversal is recognized in the income statement.
Goodwill
Goodwill is subject to impairment tests annually, as of October 1, or earlier if indicators of potential impairment exist. We
assess goodwill for impairment at least annually in the absence of an indicator of possible impairment and immediately
upon an indicator of possible impairment.
Impairment is determined for goodwill by assessing the recoverable amount of each cash-generating unit (or group of cash-
generating units) to which the goodwill relates. Where the recoverable amount of the cash-generating unit is less than their
carrying amount an impairment loss is recognized. Impairment losses relating to goodwill cannot be reversed in future
periods.
3.23  Provisions
Provisions are recognized by the Company when a present legal or constructive obligation exists as a result of past events,
it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a
reliable estimate of the amount of the obligation can be made. Where the effect of the time value of money is material, the
amount of a provision is the present value of the expenditures expected to be required to settle the obligation. Where
discounting is used, the increase in the provision due to the passage of time is recognized as a financing cost.
The Company provides warranties on products against defects in materials and workmanship for a period of one year. A
provision for estimated future warranty costs is recorded in cost of sales at the time product revenue is recognized. Product
warranty obligations are included in other current liabilities in the balance sheet. Additionally, we typically provide limited
warranties with respect to our services. Refer to Note 14 "Provisions" for changes in the carrying amount of the warranty
provision for 2025.
Acquisition related provisions are costs recognized separately from the purchase price of a business combination. These
costs primarily relate to personnel and consulting costs to effect the business combination and subsequent integration. Refer
to Note 14 "Provisions" for changes in the carrying amount of the acquisition related provision for 2025.
3.24  Reportable Segment
We determined that we operate as one reportable segment. Our chief operating decision maker (CODM) makes decisions
based on the Company as a whole. In addition, we have a common basis of organization and types of products and
services which derive revenues and consistent product margins. Accordingly, we operate and make decisions as one cash-
generating unit.
3.25  Statement of Cash Flows
The statement of cash flows provides an explanation of the changes in cash and cash equivalents. It is prepared on the
basis of a comparison of the balance sheet as of January 1 and December 31 using the indirect method. Investing and
financing transactions that do not require the use of cash or cash equivalents have been excluded from the cash flow
statement.
Significant Accounting Estimates and Judgments
The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets
and liabilities within the next year are described below.
Purchase Price Allocation
The purchase price allocation for acquisitions requires extensive use of accounting estimates and judgments to allocate the
purchase price to the identifiable tangible and intangible assets acquired, including in-process research and development,
and liabilities assumed based on their respective fair values. An acquisition may include contingent consideration as part
of the purchase price. Contingent consideration is accounted for at fair value at the acquisition date with subsequent
changes to the fair value being recognized in earnings. Additionally, we must determine whether an acquired entity is
considered to be a business or a set of net assets, because a portion of the purchase price can only be allocated to
goodwill in a business combination.
We have made several acquisitions in recent years. The purchase prices for the acquisitions were allocated to tangible and
intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition dates. We
engaged an independent third-party valuation firm to assist us in determining the estimated fair values of in-process
research and development and identifiable intangible assets. Such a valuation requires significant estimates and
assumptions, including but not limited to determining the timing and estimated costs to complete the in-process projects,
projecting regulatory approvals, estimating future cash flows, and developing appropriate discount rates. We believe the
estimated fair values of contingent consideration and assets acquired and liabilities assumed are based on reasonable
assumptions. However, the fair value estimates for the purchase price allocations may change during the allowable
allocation period, which is up to one year from the acquisition dates, if additional information becomes available.
Fair Value Measurements
We have categorized our assets and liabilities that are measured at fair value, based on the priority of the inputs to the
valuation techniques, in a three-level fair value hierarchy: Level 1 - using quoted prices in active markets for identical assets
or liabilities; Level 2 - using observable inputs other than quoted prices; and Level 3 – using unobservable inputs. We
primarily apply the market approach for recurring fair value measurements, maximize our use of observable inputs and
minimize our use of unobservable inputs. We utilize the mid-point price between bid and ask prices for valuing the
majority of our assets and liabilities measured and reported at fair value. In addition to using market data, we make
assumptions in valuing assets and liabilities, including assumptions about risk and the risks inherent in the inputs to the
valuation technique.
Certain of our derivative instruments, which are classified in Level 2 of the fair value hierarchy, are valued using industry-
standard models that consider various inputs, including time value, volatility factors, and current market and contractual
prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these inputs are
observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are
supported by observable prices at which transactions are executed in the marketplace.
Certain of our acquisitions involve contingent consideration, the payment of which is contingent on the occurrence of future
events. Contingent consideration is classified in Level 3 of the fair value hierarchy and is initially recognized at fair value
as a cost of the acquisition. After the acquisition, the contingent consideration liability is remeasured each reporting period.
The fair value of contingent consideration is measured predominantly on unobservable inputs such as assumptions about
the likelihood of achieving specified milestone criteria, projections of future financial performance, assumed discount rates
and assumed weightings applied to potential scenarios in deriving a probability weighted fair value. Significant judgment
is used in developing these estimates and assumptions both at the acquisition date and in subsequent periods. If actual
events differ from management's estimates, or to the extent these estimates are adjusted in the future, our financial
condition or results of operations could be affected in the period of any change.
For other fair value measurements, we generally use an income approach to measure fair value when there is not a market
observable price for an identical or similar asset or liability. This approach utilizes management’s best assumptions
regarding expectations of projected cash flows, and discounts the expected cash flows using a commensurate risk-adjusted
discount rate.
Impairment of Goodwill and Intangible Assets
Assets are tested or reviewed for impairment in accordance with the accounting policy stated under Note 3.22
"Impairment."
In the fourth quarter of 2025, we performed our annual impairment assessment of goodwill (using data as of October 1,
2025). We performed our goodwill impairment testing on a single cash-generating unit basis which is consistent with our
reporting structure. In testing for potential impairment, we measured the recoverable amount of the cash-generating unit
based upon discounted future operating cash flows using a discount rate reflecting our estimated average cost of funds.
Differences in assumptions used in projecting future operating cash flows and cost of funds could have a significant impact
on the determination of impairment amounts. In estimating future cash flows, we used our internal five-year projections. Our
projections were based on recent sales data for existing products, planned timing of new product launches, and customer
commitments related to new and existing products. We performed a series of sensitivity analyses on our calculation by
varying key inputs individually including a decrease in projected future cash flows and growth rates and an increase in the
weighted average cost of capital to a +/-10% threshold and found no material impact on the value of goodwill. We
concluded that no impairment existed at October 1, 2025 or through December 31, 2025.
Due to the numerous variables associated with our judgments and assumptions relating to the valuation of the cash-
generating unit and the effects of changes in circumstances affecting these valuations, both the precision and reliability of
the resulting estimates are subject to uncertainty, and as additional information becomes known, we may change our
estimates.
Development Costs
Development costs are capitalized in accordance with the accounting policy stated under research and development in
Note 3.6 "Operating Expenses" above. Assessing whether the development costs qualify for capitalization requires
management to make assumptions regarding the expected future cash generation of the assets, discount rates to be
applied and the expected period of benefits. Periodically, and at least annually, management assesses whether there are
indications that projects may be impaired and if impairment indicators exist, management reviews the carrying amount of
the projects and performs a test for impairment.
Income Taxes
The Company is subject to income taxes in numerous jurisdictions that require estimates to be made based on
interpretations of laws or regulations. Various internal and external factors, such as changes in tax laws, regulations and
rates, changing interpretations of existing tax laws or regulations, future level of research and development spending and
changes in overall levels of pre-tax income may have favorable or unfavorable effects on the income tax and deferred tax
provisions in the period in which such determination is made.
Deferred tax assets are recognized in accordance with the accounting policy stated in Note 3.11 "Taxation." Deferred tax
assets are recognized for net operating loss carry-forwards to the extent that it is probable that taxable profit will be
available against which the losses can be utilized. Significant management judgment is required to determine the amount
of deferred tax assets that can be recognized based upon the likely timing and level of future taxable profits.
Share-Based Payments - Restricted Stock Units and Performance Stock Units
Restricted stock units and performance stock units represent rights to receive Common Shares at a future date. The fair
market value is determined based on the number of stock units granted and the fair market value of our shares on the grant
date. The fair market value at the time of the grant, less an estimate for pre-vesting forfeitures, is recognized in expense
over the vesting period. We grant performance-based stock units subject to performance periods of one-year up to three
years. Thus the estimates of performance achieved during the performance period may be subject to significant changes
from period to period as the performance is completed.
4. Revenue
Nature of Goods and Services
Our revenues are reported net of sales and value added taxes, estimated rebates and returns and mainly come from
consumable and instrumentation product sales, with a smaller portion from services, intellectual property, and technology
sales. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that
reflects the consideration we expect to receive in exchange for those products or services. From time to time, we enter into
contracts that can include various combinations of products and services, which are generally distinct and accounted for as
separate performance obligations. The transaction price is allocated to performance obligations based on their relative
stand-alone selling prices.
We offer warranties on our products. Certain of our warranties are assurance-type in nature and do not cover anything
beyond ensuring that the product is functioning as intended. Based on the guidance in IFRS 15, assurance-type warranties
do not represent separate performance obligations. The Company also sells separately-priced service contracts which
qualify as service-type warranties and represent separate performance obligations.
We sell our products and services both directly to customers and through distributors generally under agreements with
payment terms typically less than 90 days and, in most cases, not exceeding one year and therefore, contracts do not
contain a significant financing component.
Consumable and Related Revenues
Consumable Products: In the last three years, revenue from consumable product sales has accounted for between
78-79% of our net sales and revenue is recognized when performance obligations under the terms of a contract with a
customer are satisfied. The majority of our contracts have either a single performance obligation to transfer a single
consumable product or multiple performance obligations to transfer multiple products concurrently. Accordingly, we
recognize revenue when control of the products has transferred to the customer, which is generally at the time of shipment
of products as this is when title and risk of loss have been transferred. In addition, invoicing typically occurs at this time so
this is when we have a present right to payment. Revenue is measured as the amount of consideration we expect to receive
in exchange for transferring products and is generally based upon a negotiated formula, list or fixed price.
Related Revenues: Revenues from related products include software-as-a-service (SaaS), licenses, intellectual property
and patent sales, royalties and milestone payments and, over the last three years, has accounted for between 10-11% of
our net sales.
SaaS arrangements: Revenue from SaaS arrangements, which allow customers to use hosted software over the contract
period without taking possession of the software, is recognized over the duration of the agreement unless the terms of the
agreement indicate that revenue should be recognized in a different pattern, for example, based on usage.
Licenses: Licenses for on-site software, which allow customers to use the software as it exists when made available, are sold
as perpetual licenses or term licenses. Revenue from on-site licenses is recognized at the later of when the software is made
available to the customer or the beginning of the license term. When a portion of the transaction price is allocated to a
performance obligation to provide support and/or updates, revenue is recognized as the updates/support are provided,
generally over the life of the license. Revenues from research collaborations include payments for technology transfer and
access rights. Royalties from licensees of intellectual property are based on sales of licensed products and revenues are
recognized at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of
the royalty has been allocated has been satisfied (or partially satisfied). 
Milestone Payments: At the inception of each companion diagnostic co-development arrangement that includes
development milestone payments, which represent variable consideration, we evaluate whether the milestones are highly
probable of being reached and estimate the amount to be included in the transaction price using the most likely amount
method. If it is highly probable that a significant revenue reversal would not occur, the associated milestone value is
included in the transaction price. Milestone payments that are not within our control, such as milestones which are
achieved through regulatory approvals, are considered to be constrained and excluded from the transaction price until the
required approvals are received. Revenue is recognized following the input method as this is considered to best depict the
timing of the transfer of control. This involves measuring actual hours incurred to date as a proportion of the total budgeted
hours of the project. At the end of each subsequent reporting period, the proportion of completion is trued-up. We also re-
evaluate the probability of achievement of development milestones and any related constraint on a periodic basis and, if
necessary, adjust our estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up
basis, which would affect revenues and earnings in the period of adjustment.
Instruments
Revenue from instrumentation includes the instrumentation equipment, installation, training and other instrumentation
services, such as extended warranty services or product maintenance contracts and, over the last three years, has
accounted for between 10-12% of net sales. Revenue from instrumentation equipment is recognized when the customer
obtains control of the instrument, which is predominantly at the time of delivery or upon customer acceptance, where
applicable. Service revenue is recognized over the term of the service period as the customers benefit from the service
throughout the service period. Revenue related to services performed on a time-and-materials basis is recognized when
performed.
Contract Estimates
The majority of our revenue is derived from (i) contracts with an original expected length of one year or less and (ii)
contracts for which we recognize revenue at the amount in which we have the right to invoice as product is delivered. We
have elected, as a practical expedient, not to disclose the value of remaining performance obligations associated with
these types of contracts.
However, we have certain companion diagnostic co-development contracts to provide research and development activities
in which our performance obligations extend over multiple years. As of December 31, 2025, we have $115.9 million of
remaining performance obligations for which the transaction price is not constrained related to these contracts which we
expect to recognize over approximately 50% over the next 12 to 18 months.
Revenue expected to be recognized in any future year related to remaining performance obligations, excluding revenue
pertaining to contracts that have an original expected duration of one year or less, contracts where revenue is recognized
as invoiced and contracts with variable consideration related to undelivered performance obligations, is not material.
Contract Balances
The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled
receivables (contract assets), and customer advances and deposits (contract liabilities) in the consolidated balance sheet.
Contract assets as of December 31, 2025 and 2024 totaled $10.2 million and $14.5 million, respectively, and are
included in other current assets in the accompanying consolidated balance sheets and relate to the companion diagnostic
co-development contracts discussed above.
Contract liabilities primarily relate to non-cancellable advances or deposits received from customers before revenue is
recognized and are primarily related to instrument service and software-as-a-service (SaaS) arrangements. As of
December 31, 2025 and 2024, contract liabilities totaled $95.5 million and $88.8 million , respectively, of which $79.4
million and $70.8 million, respectively, is included in other current liabilities and $16.1 million and $18.0 million,
respectively, is included in other non-current liabilities. During the years ended December 31, 2025 and 2024, we
satisfied the associated performance obligations and recognized revenue of $75.8 million and $75.5 million, respectively,
related to advance customer payments previously received.
Disaggregation of Revenue
We disaggregate our revenue based on product type and product group as shown below for the years ended
December 31, 2025 and 2024:
Product type (in thousands)
2025
2024
Consumables and related revenues
$1,876,424
$1,760,239
Instruments
213,575
217,975
Total net sales
$2,089,999
$1,978,214
Product group (in thousands)
2025
2024
Sample technologies
$661,265
$642,031
Diagnostic solutions
803,080
748,888
PCR/Nucleic acid amplification
308,992
300,468
Genomics/NGS
241,775
233,608
Other
74,887
53,219
Total net sales
$2,089,999
$1,978,214
Refer to Note 21 "Reportable Segment" for disclosure of revenue by geographic region.
5. Acquisitions
We undertake acquisitions to complement our own internal product development activities. Our acquisitions have
historically been made at prices above the fair value of the acquired net assets, resulting in goodwill, due to expectations
of synergies of combining the businesses. These synergies include use of our existing infrastructure, such as our sales force,
business service centers, distribution channels and customer relations, to expand sales of an acquired business' products;
use of the infrastructure of the acquired businesses to cost-effectively expand sales of our products; and elimination of
duplicative facilities, functions and staffing. For acquisitions which have been accounted for as business combinations, the
acquired companies' results have been included in the accompanying consolidated income statements from their respective
dates of acquisition.
2025 Business Combinations
Parse Biosciences, Inc.
On December 2, 2025, we acquired 100% of the shares of Parse Biosciences, Inc. (Parse). Parse, a leading provider of
scalable, chemistry-based single-cell solutions was founded in 2018 in Seattle, Washington. Its proprietary Evercode™
platform enables instrument-free, high-throughput RNA workflows with unmatched flexibility and ease of use. The company
also offers the cloud-based Trailmaker™ software suite for intuitive data analysis and GigaLab, a service platform capable
of processing large-scale projects. Parse serves more than 3,000 customers in over 40 countries. 
The cash consideration totaled $229.1 million. Of this amount, $33.0 million was retained in an escrow account as of
December 31, 2025 which is available to cover working capital adjustments and claims for breach of any representations,
warranties or indemnities. The acquisition included contingent consideration which is recorded as part of the purchase
price based on the acquisition date fair value. Under the purchase agreement, potential contingent payments through
2027 total $55.0 million, of which the fair value of $13.4 million was recorded as purchase price. The fair value was
initially estimated using a Monte Carlo option pricing model with inputs based on the business plan and historical
peer‑group data and subsequently measured using a probability‑weighted discounted cash flow model applying a
weighted‑average cost of capital of 11.4% to 11.8%.
We incurred $4.5 million acquisition related costs to effect the business combination during the year ended December 31,
2025 which is included in restructuring, acquisition, integration and other, net.
The allocation of the purchase price is preliminary and not yet finalized. The preliminary allocation of the purchase price is
based upon preliminary estimates which used information that was available to management at the time the consolidated
financial statements were prepared and these estimates and assumptions are subject to change within the measurement
period, up to one year from the acquisition date. Accordingly, the allocation may change. We continue to gather
information about the fair value of all assets and liabilities, including intangible assets acquired, and the related deferred
taxes.
The preliminary purchase price allocation for Parse Biosciences, Inc. as of December 2, 2025 is as follows:
(in thousands)
As of December
2, 2025
Purchase Price:
Cash consideration
$229,147
Fair value of contingent consideration
13,400
$242,547
Preliminary Allocation:
Cash
$4,552
Accounts receivable
3,540
Inventories
6,057
Prepaid expenses and other current assets
2,011
Accounts payable
(947)
Accruals and other current liabilities
(6,900)
Other long-term liabilities
(11,303)
Fixed and other long-term assets
16,124
Developed technology
60,700
Trade name
2,200
Customer base
38,100
Other intellectual property
19
Goodwill
139,828
Deferred tax asset
14,375
Deferred tax liability on fair value of identifiable intangible assets acquired
(25,809)
$242,547
The weighted average amortization period for the acquired intangibles is 14.8 years. The goodwill acquired is not
deductible for tax purposes.
At the acquisition date, all the assets acquired and liabilities assumed were recorded at their respective fair values and our
consolidated results of operations include the operating results from the acquired company from the acquisition date.
Revenue and earnings in the reporting period since the acquisition date have not been significant. The acquisition did not
have a material impact to net sales, net income or earnings per common share and therefore no pro forma information has
been provided herein.
GNX Data Systems Ltd.
On May 23, 2025, we acquired 100% of the shares of GNX Data Systems Ltd. (doing business as Genoox), a privately
held company based in Tel Aviv, Israel. Genoox provides a cloud-based AI platform that connects clinicians, genetic
counselors, and healthcare organizations, allowing them to extract actionable insights from genomic data. The cash
consideration paid, net of cash acquired was $66.6 million. The acquisition included contingent consideration totaling
$10.0 million, which is recorded as part of the purchase price based on the acquisition date fair value of $4.6 million
using a probability-weighted analysis of the future milestones applying a discount rate of 11.4%. Potential contingent
payments are due through 2026.
The acquisition is not significant to the overall consolidated financial statements. At the acquisition date, all the assets
acquired and liabilities assumed were recorded at their respective fair values and our consolidated results of operations
include the operating results from the acquired company from the acquisition date. As of December 31, 2025, the
allocation of the purchase price was preliminary as we continue to gather information about the fair value of all assets and
liabilities, including intangible assets acquired, and the related deferred taxes. As of December 31, 2025 and based on
preliminary values, the intangible assets other than goodwill and goodwill acquired, totaled $33.5 million and $48.1
million, respectively. The acquisition did not have a material impact to net sales, net income or earnings per common share
and therefore no pro forma information has been provided herein.
6. Restructuring
2025 Restructuring
In the fourth quarter of 2025, management approved restructuring activities as an extension of the efficiency program
implemented in 2024, with the objective of further enhancing operational performance. The restructuring plan principally
entails the elimination or relocation of certain positions, including consolidation of specific functions to lower cost locations.  
Total costs, including consulting and advisory costs, are estimated to be approximately $60.0 million, of which
approximately $35.6 million is expected to be incurred in 2026. We expect to identify further actions.
A summary of the liability, which is recorded in other current liabilities in the accompanying consolidated balance sheet, as
of December 31, 2025 is as follows:
(in thousands)
Employee-related
costs
Exit and
other costs
Total
Costs incurred
$2,121
$3,530
$5,651
Cash payments
(903)
(3,466)
(4,369)
Foreign currency translation adjustment
138
101
239
Liability at December 31, 2025
$1,356
$165
$1,521
The $2.1 million employee-related costs incurred and $3.5 million exit and other costs, which include consulting and
advisory costs, were recorded in restructuring, acquisition, integration and other, net, in the consolidated statement of
income for the year ended December 31, 2025.
Consequent to measures undertaken in the execution of the restructuring program, property, plant, and equipment and
intangible assets totaling $18.7 million, consisting of machinery and equipment, including machinery under construction,
software applications and platforms, as well as leasehold improvements, were abandoned and discontinued from
operational use during the year. Management determined that these assets have no alternative use or salvage value, and
accordingly the assets were written off. $14.2 million of the impairment was recorded in cost of sales, and $4.5 million
was recorded in restructuring, acquisition, integration and other, net, in the consolidated statement of income for the year
ended December 31, 2025.
2024 Efficiency Program
In 2024, we commenced initiatives to improve the overall efficiency and profitability of the Company. One of these
initiatives was a comprehensive review of our product portfolio which resulted in the decision to phase out our NeuMoDx
clinical PCR system considering the market development following the COVID-19 pandemic and changing customer needs
for integrated PCR-based clinical molecular testing systems. Following this decision, we are refocusing resources and efforts
on developing and commercializing other innovative solutions within our portfolio. Overall, the initiatives include activities
to improve global efficiency through targeted measures to reduce hierarchies and drive increased digitalization and
automation for improved resource allocation and profitable growth. This program was completed in 2025.
The exit cost liability is included in other current liabilities in the accompanying consolidated balance sheets as summarized
in the following table:
(in thousands)
Employee-related
costs
Exit and
other costs
Total
Costs in 2024
$17,374
$40,583
$57,957
Payments
(7,949)
(29,580)
(37,529)
Foreign currency translation adjustment
(421)
454
33
Liability at December 31, 2024
$9,004
$11,457
$20,461
Costs in 2025
27,968
4,746
32,714
Release of excess accruals
(4,179)
(778)
(4,957)
Payments
(29,323)
(14,445)
(43,768)
Foreign currency translation adjustment
1,686
38
1,724
Liability at December 31, 2025
$5,156
$1,018
$6,174
Employee-related costs primarily consist of termination benefits provided to employees who have been involuntarily
terminated and retention bonuses incurred during transition periods. Exit and other costs include contract termination costs,
primarily with suppliers and professional service fees to support the program.
Classification and Type of Charge
(in thousands)
Year Ended
December 31,
2025
Cumulative
charges through
2025
Cost of sales:
Exit and other costs
$670
$24,886
Employee-related costs
4,964
13,168
$5,634
$38,054
Restructuring, acquisition, integration and other, net:
Exit and other costs
$3,298
$19,664
Employee-related costs
18,825
27,995
$22,123
$47,659
Total costs
$27,757
$85,713
One of the initiatives of the 2024 Efficiency Program was a comprehensive review of our product portfolio which resulted
in the decision to phase out our NeuMoDx clinical PCR system considering the market development following the
COVID-19 pandemic and changing customer needs for integrated PCR-based clinical molecular testing systems, and
refocus resources and efforts on developing and commercializing other innovative solutions within our portfolio. In 2024,
following an impairment test performed, $166.1 million of long-lived assets related to the NeuMoDx asset group were fully
impaired. Outside of the NeuMoDx asset group, in 2024 as a result of actions taken in implementing the efficiency
program, long-lived assets totaling $34.7 million, including property, plant and equipment and intangible assets, were
impaired. Such impairments primarily related to software applications and platforms and related development projects
which were abandoned and ceased to be used during 2024 and determined by management to have no alternative use or
salvage value.
Following these initiatives, in the second half of 2024 we wrote-off a total of $93.5 million inventory. During 2025,
inventory write-offs totaled $11.3 million. Inventory write downs are recorded in cost of sales.
7. Financial Assets
(in thousands)
2025
2024
Current financial assets:
Unquoted debt securities
$259,913
$489,437
Total current financial assets
259,913
 
489,437
Non-current financial assets:
Unquoted equity securities
5,752
 
4,283
Total non-current financial assets
5,752
 
4,283
Total financial assets
$265,665
 
$493,720
At December 31, 2025 and 2024 , we held unquoted debt securities of $259.9 million and $489.4 million , respectively.
Unquoted Debt Securities
The unquoted debt securities are highly liquid deposits and fixed-income securities consisting of money market deposits and
commercial paper due from financial and nonfinancial institutions. These instruments are classified as current assets in the
accompanying balance sheet as they have an original maturity of less than one year.
Money market deposits are interest-bearing deposit accounts, valued at amortized cost with interest income accrued as
earned. Interest income is determined using the effective interest rate method.
Investments in commercial paper, a marketable debt security, are financial assets accounted for at amortized cost. Interest
income is calculated and accrued using the effective interest method.
(in thousands)
2025
2024
Balance at beginning of year
$489,437
$389,698
Unquoted debt securities acquired
369,014
685,915
Unquoted debt securities redeemed
(597,057)
(584,979)
Gain on sales of unquoted debt securities
(968)
70
Interest redeemed
(2,057)
(3,277)
Additions from accrued interest
710
4,085
Foreign currency translation adjustment
834
(2,075)
Balance at end of year
$259,913
$489,437
Unquoted Equity Securities
At December 31, 2025 and 2024, we had investments in non-publicly traded companies that do not have readily
determinable fair values with carrying amounts that totaled $5.8 million and $4.3 million, respectively. These investments
are required to be accounted for at fair value through profit and loss unless the investment is not held for trading, and the
holder elects at initial recognition to account for it at fair value through other comprehensive income. As this election has
not been made, these investments are accounted for at fair value through profit and loss in other financial results.
There was no observable fair value change in these unquoted equity investments during 2025. All other changes in these
investments for the years ended December 31, 2025 and 2024 are as follows:
(in thousands)
2025
2024
Balance at beginning of year
$4,283
$4,435
Negative fair value movement
—
(250)
Cash investments in equity securities, net
929
342
Foreign currency translation adjustments
540
(244)
Balance at end of year
$5,752
$4,283
In 2024, an investment value declined following an observable change in price of the underlying investment. The decline
in fair value was recorded to other financial results in the accompanying consolidated income statement.
We made additional investments of $0.9 million and $0.3 million in unquoted equity securities for the years ended
December 31, 2025 and 2024, respectively.
8. Trade Accounts Receivable
We sell our products worldwide through sales subsidiaries and distributors. There is no concentration of credit risk with
respect to trade accounts receivable as we have a large number of internationally dispersed customers. Trade accounts
receivable are non-interest bearing and mostly have payment terms of 30 to 90 days. Notes receivable are non-interest
bearing and mostly have payment terms of up to 180 days. For 2025 and 2024, no single customer represented more
than ten percent of trade accounts receivable or consolidated net sales.
(in thousands)
2025
2024
Trade accounts receivable
$409,067
$364,187
Notes receivable
13,079
3,317
Allowance for doubtful accounts
(19,538)
(18,226)
Total trade accounts receivable, net
$402,608
$349,278
The changes in the allowance for doubtful accounts are as follows:
(in thousands)
2025
2024
Balance at beginning of year
$18,226
$17,296
Additions charged to expense
1,143
4,204
Deductions from allowance (1)
(633)
(2,148)
Currency translation adjustments and other
802
(1,126)
Balance at end of year
$19,538
$18,226
(1)Write-offs for which an allowance was previously provided.
9. Other Current and Non-current Assets
Other current assets at December 31, 2025 and 2024 consist of the following:
(in thousands)
Notes
2025
2024
Income taxes receivable
(17)
$46,669
$46,563
Other receivables
43,040
31,316
Cash collateral
(26)
22,530
$3,246
Prepaid expenses
22,451
22,121
Value-added tax
17,551
17,291
Contract assets
(4)
10,153
14,525
Total other current assets
$162,394
 
$135,062
Other non-current assets at December 31, 2025 and 2024 consist of the following:
(in thousands)
2025
2024
Other non-current assets
$24,372
$27,546
Prepaid licenses and royalties
5,545
6,421
Non-current deposits and escrow payments
2,923
1,383
Prepayment of intangibles
77
72
Total other non-current assets
$32,917
$35,422
10. Property, Plant and Equipment
Cost
(in thousands)
Land and
buildings
Machinery and
equipment
Furniture and
office equipment
Leasehold
improvements
Construction in
progress
Total
January 1, 2024
$358,075
$316,249
$92,058
$51,227
$69,746
$887,355
Currency adjustments
(13,211)
(21,127)
(5,057)
(1,612)
(3,008)
(44,015)
Additions
49
21,746
6,210
225
48,286
76,516
Disposals
(1,803)
(44,964)
(19,277)
(5,113)
(15,584)
(86,741)
Transfers
9,664
14,019
4,304
8,900
(36,887)
—
December 31, 2024
352,774
285,923
78,238
53,627
62,553
833,115
Currency adjustments
27,917
26,577
6,961
3,134
6,916
71,505
Additions
(1,330)
27,774
6,037
387
54,885
87,753
Business combinations
—
1,541
—
382
45
1,968
Disposals
(5,371)
(59,486)
(27,115)
(2,733)
(6,421)
(101,126)
Transfers
5,704
35,009
10,826
2,464
(54,003)
—
December 31, 2025
$379,694
$317,338
$74,947
$57,261
$63,975
$893,215
Accumulated depreciation
(in thousands)
Land and
buildings
Machinery and
equipment
Furniture and
office equipment
Leasehold
improvements
Construction in
progress
Total
January 1, 2024
($114,174)
($173,861)
($59,222)
($19,414)
$—
($366,671)
Currency adjustments
4,156
15,403
3,856
817
7
24,239
Depreciation
(6,643)
(32,627)
(10,465)
(5,865)
—
(55,600)
Impairment losses
(1,017)
(20,753)
(6,627)
(2,555)
(14,742)
(45,694)
Disposals
1,803
44,286
19,191
5,113
14,735
85,128
December 31, 2024
(115,875)
(167,552)
(53,267)
(21,904)
—
(358,598)
Currency adjustments
(8,574)
(15,127)
(4,736)
(1,337)
(18)
(29,792)
Depreciation
(7,113)
(32,982)
(10,402)
(4,677)
—
(55,174)
Impairment losses
—
(8,250)
—
(2,801)
(6,239)
(17,290)
Disposals
5,365
56,934
26,739
2,701
6,257
97,996
December 31, 2025
(126,197)
(166,977)
(41,666)
(28,018)
—
(362,858)
Net book value
(in thousands)
 
 
 
 
 
 
December 31, 2024
$236,899
$118,371
$24,971
$31,723
$62,553
$474,517
December 31, 2025
$253,497
$150,361
$33,281
$29,243
$63,975
$530,357
The residual values, useful lives and methods of depreciation are reviewed annually and adjusted if appropriate. During
2025 and 2024 we incurred impairments of $17.3 million and $45.7 million, respectively, in connection with the
programs discussed in Note 6 "Restructuring." No property, plant and equipment was pledged as security against non-
current financial debts at December 31, 2025 and 2024.
Additions to purchases property, plant and equipment of $87.8 million includes $65.7 million of cash paid for additions
during the year ended December 31, 2025 together with $22.0 million of additions that were accrued as of
December 31, 2025. Net cash paid for property, plant and equipment totaled $76.8 million, of which $16.8 million is
related current year payments for assets that were accrued as of December 31, 2024 partially offset by $5.1 million on
foreign currency translation adjustments.
11. Equity Accounted Investments
We have made strategic investments in certain companies that are accounted for using the equity method of accounting.
The method of accounting for an investment depends on the level of influence. We hold investments in entities where,
though we lack a controlling financial interest, we do have rights to direct the relevant activities including the power to
appoint key management personnel, and therefore have concluded that we have significant influence over these
investments. We monitor changes in circumstances that may require a reassessment of the level of influence. We
periodically review the carrying value of these investments for impairment, considering factors such as the most recent stock
transactions and book values from the recent financial statements. Amounts from equity method investments considered in
the financial statements are as follows:
(in thousands)
 
Equity investments
as of December 31,
Share of income (loss)
for the years ended December 31,
Ownership
percentage
2025
2024
2025
2024
TVM Life Sciences Ventures III
3.10%
$12,888
$11,807
($796)
$1,916
PreAnalytiX GmbH
50.00%
1,215
3,965
5,093
4,344
Suzhou Fuda Business Management and Consulting Partnership
33.67%
—
2,469
(5)
(44)
Apis Assay Technologies Ltd
19.90%
—
—
—
(433)
Actome GmbH
12.50%
—
—
—
(163)
Hombrechtikon Systems Engineering AG
19.00%
(107)
(193)
109
100
Total
$13,996
$18,048
$4,401
$5,720
Of the net $14.0 million of amounts from equity method investments, the investment assets of $14.1 million are included in
equity accounted investments and the amount of $0.1 million, for the investment where we are committed to fund losses, is
included in other non-current liabilities in the accompanying consolidated balance sheet as of December 31, 2025.
During 2025 and 2024, impairment charges totaling $2.5 million and $2.4 million, respectively were recorded in other
financial results in the accompanying consolidated statement of income. The investment in Suzhou Fuda Business
Management and Consulting Partnership was fully impaired in 2025 following adverse changes in the investee's business
which indicated that the carrying value was no longer recoverable. The investments in Apis Assay Technologies Ltd and
Actome GmbH were fully impaired in 2024 due to adverse changes in the investees' solvency indicating that the carrying
value was no longer recoverable.
Our share of income of $4.4 million in 2025 and $5.7 million in 2024 is included in gain from equity accounted
investments in the accompanying consolidated income statements.
The investment in TVM Life Science Ventures III (TVM), a limited partnership, is valued at net asset value (NAV) reported by
the counterparty, adjusted as necessary. During the years ended December 31, 2025 and 2024, we made cash payments
to TVM of $1.9 million and $2.7 million, respectively. As of December 31, 2025, our remaining unfunded commitments to
TVM was $2.2 million through 2029. We do not have the right to redeem these funds under the normal course of
operations of this partnership.
During the years ended December 31, 2025 and 2024, we received dividends of $8.5 million and $3.6 million,
respectively, from PreAnalytix GmbH, a joint venture. These dividends are return on investments and therefore classified as
cash flows from operating activities and included in other items, net including fair value changes in derivatives in the
accompanying consolidated statements of cash flows.
The below tables shows the changes in our equity method investments for the years ended December 31, 2025 and 2024:
(in thousands)
2025
2024
Balance at beginning of year
$18,048
$15,920
Purchases of investments
1,877
2,693
Impairment
(2,481)
(2,380)
Dividend distribution received
(8,501)
(3,628)
Share of profit
4,401
5,720
Exchange rate differences / other
652
(277)
Balance at end of year
$13,996
$18,048
The table below reflects the financial information (at 100%) of all individually immaterial equity method investments in the
aggregate: None of the equity method investments are considered to be individually material to our financial statements.
(in millions)
Joint Venture
Associates
2025
 
2024
2025
2024
Total assets
$42.6
 
$32.9
$406.8
$365.8
Shareholders' equity
$19.8
 
$26.3
$396.7
$347.5
Net sales
$27.8
 
$30.6
$21.7
$22.4
Net result
$12.2
 
$11.6
($11.0)
($19.6)
12. Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill for the years ended December 31, 2025 and 2024 are as follows:
(in thousands)
2025
2024
Balance at beginning of year
$2,453,849
$2,503,038
Goodwill acquired during the year
187,931
—
Currency adjustments
86,696
(49,189)
Balance at end of year
$2,728,476
$2,453,849
During 2025, the change in goodwill resulted from the acquisitions as discussed in Note 5 "Acquisitions" and foreign
currency translation adjustments from changes in the exchange rates of the euro, Swiss franc and Australian dollar. The
changes in goodwill during 2024 resulted from foreign currency translation adjustments from rate movements in the euro,
Swiss franc and British pound.
In the fourth quarter of 2025, we performed our annual impairment assessment of goodwill (using data as of October 1,
2025) in accordance with the provisions of IAS 36. No events or changes in circumstances indicated that the acquired
goodwill might be impaired.
Management monitors and makes decisions regarding the Company's operations on a functional specific and global level.
Goodwill is monitored and assessed for the entire consolidated group as a whole because the Company and its
subsidiaries together compose a single cash-generating unit. In testing for potential impairment, we measured the estimated
recoverable amount of the cash-generating unit based upon discounted future operating cash flows using a discount rate
reflecting our estimated average cost of funds.
For impairment testing, the recoverable amount of goodwill allocated to the cash-generating unit (higher of the cash-
generating unit's fair value less selling costs and its value in use) is compared to the carrying amount of the net assets
employed (including goodwill) of the cash-generating unit. Value in use is normally assumed to be higher than the fair
value less selling costs; therefore, fair value less selling costs is only investigated when value in use is lower than the
carrying amount of the cash-generating unit.
Key assumptions used in the value in use calculations
The value in use is calculated based on estimated future cash flow projections expected to result from the use of the cash-
generating unit, discounted using an appropriate long-term pre-tax discount rate. The value in use calculations use cash
flow projections based on financial budgets and models over the projection period (five years) as available for internal
reporting purposes and in accordance with standard valuation practices. The growth rates used are based on industry
growth forecasts for the projected period as well as for the subsequent period (long-term growth rate of 3% in 2025 and
2024). The discount rates used are based on the pre-tax weighted average cost of capital (8.0% in 2025 and 8.1% in
2024) and are verified against external analyst reports.
Sensitivity to changes in assumptions
Changes in assumptions used in projecting future operating cash flows and cost of funds could have a significant impact
on the determination of impairment amounts. In estimating future cash flows, we used our internal budgets. Our budgets
were based on recent sales data for existing products, planned timing of new product launches and customer commitments
related to new and existing products. The calculation of value in use is most sensitive to the discount rates and growth rates
used.
Discount rates reflect management's estimate of the risks profile for the respective valuation object. The growth rates used
are based on industry growth forecasts for the projected period as well as for the subsequent period.
We concluded that no impairment existed. We believe that any reasonably possible change in the key assumptions would
not have an impact on reported goodwill. Even if our estimates of projected future cash flows in respect of discount and
growth rates were too high by 10%, there would be no impact on the reported value of goodwill at December 31, 2025.
Due to the numerous variables associated with our judgments and assumptions relating to the valuation of the cash-
generating unit and the effects of changes in circumstances affecting these valuations, both the precision and reliability of
the resulting estimates are subject to uncertainty and, as additional information becomes known, we may change our
estimates.
Other Intangible Assets
Cost
(in thousands)
Developed
technology,
patent and
license rights
Computer
software
Development
costs
Other intellectual
properties
Total
January 1, 2024
$1,001,356
$401,858
$57,640
$274,055
$1,734,909
Currency adjustments
(23,714)
(19,549)
(2,584)
(7,837)
(53,684)
Additions
3,455
99,136
10,181
41
112,813
Disposals
(171,472)
(43,005)
—
(24,007)
(238,484)
Impairment losses (1)
—
—
—
(55,000)
(55,000)
Transfers
6,365
—
—
(6,365)
—
December 31, 2024
815,990
438,440
65,237
180,887
1,500,554
Currency adjustments
38,363
48,482
6,434
13,026
106,305
Additions
6,086
124,247
10,384
36
140,753
Business combinations
74,419
114
—
60,100
134,633
Disposals
(118,095)
(114,891)
—
(105,400)
(338,386)
December 31, 2025
$816,763
$496,392
$82,055
$148,649
$1,543,859
(1) Impairment of in-process research and development in connection with the discontinuation of NeuMoDx.
Accumulated amortization
(in thousands)
Developed
technology,
patent and
license rights
Computer
software
Development
costs
Other intellectual
properties
Total
January 1, 2024
($575,152)
($157,137)
($22,557)
($173,437)
($928,283)
Currency adjustments
18,651
8,259
1,159
6,540
34,609
Amortization
(74,861)
(35,927)
(6,008)
(10,008)
(126,804)
Impairment losses
(80,274)
(16,944)
—
—
(97,218)
Disposals
171,472
42,915
—
24,007
238,394
December 31, 2024
(540,164)
(158,834)
(27,406)
(152,898)
(879,302)
Currency adjustments
(28,069)
(16,292)
(2,910)
(10,023)
(57,294)
Amortization
(61,793)
(40,624)
(7,827)
(8,548)
(118,792)
Impairment losses
(977)
(1,598)
—
—
(2,575)
Disposals
118,091
114,737
—
105,400
338,228
December 31, 2025
($512,912)
($102,611)
($38,143)
($66,069)
($719,735)
Net book value
(in thousands)
December 31, 2024
$275,826
$279,606
$37,831
$27,989
$621,252
December 31, 2025
$303,851
$393,781
$43,912
$82,580
$824,124
In 2025 and 2024, fully amortized intangible assets with a gross carrying amount of $223.5 million and $134.2 million,
respectively, were retired.
Computer software primarily includes amounts related to ongoing software development projects. For the years ended
December 31, 2025, and 2024, interest capitalized in connection with these projects totaled $4.3 million and $2.6
million, respectively.
In 2024, $97.2 million of amortized intangible assets were also impaired in connection with the discontinuation of
NeuMoDx.
Amortization expense on intangible assets is included in the line items cost of sales, research and development expense,
sales and marketing expense or general and administrative expense in the accompanying consolidated income statements
depending on the nature and use of the asset. In 2025, purchased intangibles amortization related to developed
technology and patent and license rights acquired in a business combination is included in cost of sales in the amount of
$55.2 million (2024: $58.5 million) and purchased intangibles amortization of trademarks and customer base acquired in
a business combination is recorded in sales and marketing expense in the amount of $8.0 million (2024 : $9.6 million).
Amortization of capitalized development costs have been recorded to cost of sales in the amount of $7.8 million in 2025
(2024: $6.0 million).
Cash paid for intangible assets excluding development costs during the year ended December 31, 2025 totaled $130.3
million of which $126.4 million is related to current year cash payments for intangible assets and $3.9 million is for
prepayments recorded in other non-current assets in the accompanying balance sheet.
Cash paid for intangible assets excluding development costs during the year ended December 31, 2024 totaled $103.2
million of which $102.6 million related to current year cash payments for intangible assets, $0.4 million is related to
current year payments for assets that were accrued as of December 31, 2023 and $0.2 million is for prepayments
recorded in other non-current assets in the accompanying balance sheet.
13. Leases
Nature of Existing Leases
We have leases primarily for real estate. The leases generally have terms which range from one to 21 years, some include
options to extend or renew, and some include options to early terminate the leases. As of December 31, 2025 and 2024 ,
options to early terminate have not been recognized as part of the right-of-use assets and lease liabilities.
Leases can contain variable lease charges based on index like consumer prices or rates. During the years ended
December 31, 2025 and 2024 , amounts recorded as variable lease payments not included in the lease liabilities were not
material.
When the interest rate implicit in each lease is not readily determinable, we apply our incremental borrowing rate in
determining the present value of lease payments.
Supplemental balance sheet and other information related to leases as of December 31, 2025 and 2024 are as follows:
(in thousands,
except lease term and discount rate)
Location in balance sheet
2025
2024
Right-of-use assets
Right-of-use assets
$149,727
$113,416
Office and buildings
$122,320
$99,996
Cars and all other assets
$27,407
$13,420
Current lease liabilities
Other current liabilities
$29,456
$24,335
Non-current lease liabilities
Other non-current liabilities
$129,599
$96,658
Weighted average remaining lease term
9.21 years
7.38 years
Weighted average discount rate
3.23%
3.31%
The components of lease expense for the years ended December 31, 2025 and 2024 are as follows:
(in thousands)
2025
2024
Amortization of right-of-use assets
$25,961
$27,761
Office and buildings
18,757
20,831
Cars and all other assets
7,204
6,930
Interest on lease liabilities
$4,701
$3,414
Supplemental cash flow information related to leases for the years ended December 31, 2025 and 2024 are as follows:
(in thousands)
2025
2024
Cash paid for amounts included in the measurement of lease liabilities:
Financing cash flows from principal portion of lease payments
$27,093
$23,892
Operating cash flows from interest portion of lease payments
4,701
3,414
Total cash outflow for leases
$31,794
$27,306
Maturities of lease liabilities as of December 31, 2025 are as follows:
Year ending December 31,
(in thousands)
Lease Liabilities
2026
$34,804
2027
30,631
2028
24,587
2029
17,407
2030
10,889
Thereafter
65,634
Total lease payments
183,952
Less: Imputed interest
(24,897)
Total
$159,055
As of December 31, 2025, we do not have any material lease that have not yet commenced.
14. Provisions
As of December 31, 2025 and 2024, provisions per the accompanying consolidated balance sheets totaled $8.5 million
and $3.7 million , respectively, and included amounts related to our warranty and acquisition related provisions. For all
provisions, it is expected that the respective amounts will be utilized in the next year.
Warranty Provision
In the ordinary course of business, we provide a warranty to customers that our products are free of defects and will
conform to published specifications. Generally, the applicable product warranty period is one year from the date of
delivery of the product to the customer or the date of site acceptance, if required. Additionally, we typically provide limited
warranties with respect to our services. We provide for estimated warranty costs at the time of the product sale. At the time
product revenue is recognized, a provision for estimated future warranty costs is recorded in cost of sales based on
historical experience. We periodically review the provision and adjust, if necessary, based on actual experience and
estimated costs to be incurred. We believe our warranty reserves as of December 31, 2025 and 2024 appropriately
reflect the estimated cost of such warranty obligations. The changes in the carrying amount of warranty obligations for the
years ended December 31, 2025 and 2024 are as follows:
(in thousands)
2025
2024
Balance at beginning of year
$2,810
$3,944
Provision charged to cost of sales
3,383
2,675
Usage
(3,099)
(2,643)
Adjustments to previously provided warranties, net
(26)
(1,016)
Currency translation adjustment
159
(150)
Balance at end of year
$3,227
$2,810
Acquisition Related Provisions
The provision for acquisition relates to restructuring programs and similar arrangements for personnel and related expected
costs. These provisions generally have a term of one to two years.
(in thousands)
2025
2024
Balance at beginning of year
$892
$1,302
Provision charged to restructuring, acquisition, integration and other, net
18,342
1,951
Usage
(11,067)
(2,358)
Currency translation adjustment and other
(2,937)
(3)
Balance at end of year
$5,230
$892
15. Other Current and Non-current Liabilities
Other current liabilities at December 31, 2025 and 2024 consist of the following:
(in thousands)
Notes
2025
2024
Payroll and related accrued liabilities
$103,851
$85,579
Deferred revenue
(4)
79,423
70,827
Accrued expenses
57,343
51,673
Other liabilities
56,539
66,139
Income tax payable
(17)
39,717
24,946
Current lease liabilities
(13)
28,837
24,335
Accrued contingent consideration and milestone payments
(25)
16,153
20,650
Accrued interest on non-current financial debt
(16)
13,796
10,554
Accrued royalties
(20)
6,113
5,098
Cash collateral liability
(26)
710
16,790
Total other current liabilities
$402,482
$376,591
Other non-current liabilities at December 31, 2025 and 2024 consist of the following:
(in thousands)
Notes
2025
2024
Accrued expenses
$134,193
$86,464
Non-current lease liabilities
(13)
129,600
96,658
Non-current employee benefit obligations
19,247
16,760
Deferred revenue
(4)
16,074
17,971
Accrued contingent consideration
6,600
—
Other non-current liabilities
$305,714
$217,853
The increase in 2025 non-current accrued expenses reflects offsetting between uncertain tax positions and deferred tax
assets related to net operating losses.
16. Financial Debts
At December 31, 2025 and 2024 , total non-current financial debts, net of debt issuance costs of $12.8 million and $7.9
million, respectively, consist of the following:
(in thousands)
2025
2024
0.000% Senior Unsecured Convertible Notes due 2027
$23,189
$444,351
2.500% Senior Unsecured Convertible Notes due 2031
397,967
397,134
2.000% Senior Unsecured Convertible Notes due 2032
631,866
—
German Private Placement (2017 Schuldschein)
17,032
15,050
German Private Placement (2022 Schuldschein)
373,748
383,675
Total financial debts
1,443,802
1,240,210
Less: Current portion of financial debts
—
497,832(1)
Total non-current financial debts
$1,443,802
$742,378(1)
Total amount secured
$—
$—
Unused lines of credit for short-term financing
$485,275
$429,066
(1) The December 31, 2024 balances for the current portion and long-term portion of debt have been revised to correct the classification of certain
amounts. See Note 1.
The notes are all unsecured obligations that rank pari passu. Interest expense on non-current debt was $33.6 million and
$42.6 million for the years ended December 31, 2025 and 2024, respectively. Refer to Note 27 "Capital Management"
for a schedule of the changes in total current and non-current financial debts during 2025.
Repayments of non-current debts for the years ended December 31, 2025 and 2024 consisted of:
(in thousands)
2025
2024
German Private Placement (2022 Schuldschein)
$60,167
$—
German Private Placement (2017 Schuldschein)
—
101,536
0.000% Senior Unsecured Cash Convertible Notes due 2027
474,000
—
1.000% Senior Unsecured Cash Convertible Notes due 2024
—
500,000
Total repayment of non-current debt
$534,167
$601,536
The principal amount, carrying amount and fair values of non-current debt instruments as of December 31, 2025 and
2024 are summarized below.
2025
(in thousands)
Principal
amount
Unamortized
debt discount
and issuance
costs
Carrying
amount
Fair value
Amount
Leveling
Convertible Notes due 2027
$23,189
$—
$23,189
$23,844
Level 1
Convertible Notes due 2031 (1)
402,713
(4,746)
397,967
520,570
Level 1
Convertible Notes due 2032 (1)
639,472
(7,606)
631,866
762,600
Level 1
German Private Placement (2017 Schuldschein)
17,039
(7)
17,032
16,692
Level 2
German Private Placement (2022 Schuldschein)
374,234
(486)
373,748
366,130
Level 2
$1,456,647
($12,845)
$1,443,802
$1,689,836
(1)The initial fair value liability of the embedded conversion options for the 2031 Notes was $97.3 million and 2032 Notes $110.5 million, which simultaneously reduced the carrying value of the
Convertible Notes as discussed further below.
2024
(in thousands)
Principal
amount
Unamortized
debt discount
and issuance
costs
Carrying
amount
Fair Value
Amount
Leveling
Convertible Notes due 2027 (1)
445,949
(1,598)
444,351
475,835
Level 1
Convertible Notes due 2031 (1)
402,713
(5,579)
397,134
511,150
Level 1
German Private Placement (2017 Schuldschein)
15,069
(19)
15,050
14,560
Level 2
German Private Placement (2022 Schuldschein)
384,393
(718)
383,675
380,180
Level 2
$1,248,124
($7,914)
$1,240,210
$1,381,725
(1)The initial fair value liability of the embedded conversion options for the 2027 Notes was $54.1 million and for the 2031 Notes was $97.3 million, which simultaneously reduced the carrying value of the
Convertible Notes as discussed further below.
Future contractual maturities of non-current debt stated at the carrying values as of December 31, 2025 and future interest
as of December 31, 2025 are shown in the table below. As described elsewhere in this Note 16, certain of our long-term
debt instruments contain features which could require repayment or conversion earlier than their contractual maturity dates.
Future contractual cash obligations
Years ending December 31,
(in thousands)
Carrying value
Loans (fixed and
floating-rate)
Convertible notes
(fixed-rate)
Total
2026
$—
$11,296
$27,229
$38,525
2027
147,680
134,258
50,418
184,676
2028
—
8,053
27,229
35,282
2029
164,328
170,093
27,229
197,322
2030
—
3,152
27,229
30,381
Thereafter
1,131,794
114,524
1,063,267
1,177,791
$1,443,802
$441,376
$1,222,601
$1,663,977
Future contractual maturities of non-current debt stated at the carrying values as of December 31, 2024 and future interest
as of December 31, 2024 are shown in the table below. As described elsewhere in this Note 16, certain of our long-term
debt instruments contain features which could require repayment or conversion earlier than their contractual maturity dates.
Future contractual cash obligations
Years ending December 31,
(in thousands)
Carrying value
Loans (fixed and
floating-rate)
Convertible notes
(fixed-rate)
Total
2025(2)
$497,832
$65,029
$456,712
$521,741
2026
—
10,658
12,361
23,019
2027(2)
109,978
119,218
12,361
131,579
2028
—
7,649
12,361
20,010
2029
145,189
150,586
12,361
162,947
Thereafter (1)
487,211
104,064
418,044
522,108
$1,240,210
$457,204
$924,200
$1,381,404
(1)The initial fair value liability of the embedded conversion options for the 2031 Notes was $97.3 million, which simultaneously reduced the carrying
value of the Convertible Notes as discussed further below.
(2) Future 2025 and 2027 contractual cash obligations have been revised to correct the classification for the 2027 Notes repaid to bondholders in
December 17, 2025. See Note 1.
Interest expense for the years ended December 31, 2025 and 2024 related to the 2032 Notes, 2031 Notes, 2027 Notes
and the cash convertible notes was comprised of the following:
(in thousands) 
2025
2024
Coupon interest
$18,104
$8,604
Amortization of original issuance discount
—
16,075
Amortization of debt issuance costs
2,798
1,690
Total interest expense related to the convertible notes
$20,902
$26,369
Convertible Notes due 2032
On September 4, 2025, we issued 2.0% cash convertible notes in an aggregate principal amount of $750.0 million with
a maturity date of September 4, 2032 (2032 Notes). The 2032 Notes carry interest of 2.0% per annum payable semi-
annually in arrears. The net proceeds of the 2032 Notes totaled $742.0 million, after debt issuance costs of $8.0 million.
At inception, debt issuance costs are amortized to interest expense over the term of the 2032 Notes resulting in an effective
interest rate of the 2032 Notes of 2.16%. Judgment is required to estimate the expected maturity as the 2032 notes are
subject to earlier redemption upon the occurrence of a future event as discussed below.
The Convertible Notes contain an embedded conversion option, we have determined that the embedded conversion option
is a derivative financial instrument, which is required to be separated from the Convertible Notes and accounted for
separately as a derivative liability, with changes in fair value reported in our consolidated income statements until the
conversion option transaction settles or expires. The initial fair value liability of the embedded conversion options for the
2032 Notes was $110.5 million which simultaneously reduced the carrying value of the Convertible Notes. For further
discussion of the derivative financial instruments relating to the Convertible Notes, refer to Note 26 "Financial Risk Factors
and Use of Derivative Financial Instruments."
The 2032 Notes are convertible into common shares based on an initial conversion rate, subject to adjustment, of
3,094.3562 shares per $200,000 principal amount of notes (which represented an initial conversion price of $64.6338
per share, or 11.6 million underlying shares). Following the January 2026 synthetic share repurchase discussed in Note
18 "Equity," the adjusted conversion rate became 3,091.0563 shares per $200,000 principal amount of notes, which
represents an adjusted conversion price per share of $64.7028. At conversion, we will settle the 2032 Notes by repaying
the principal portion in cash and any excess of the conversion value over the principal amount in common shares.
The 2032 Notes may be redeemed at the option of each noteholder at their principal amount on September 4, 2030 or in
connection with a change of control or delisting event.
The 2032 Notes are convertible in whole, but not in part, at the option of the noteholders on a net share settlement basis,
at the prevailing conversion price in the following circumstances beginning after October 15, 2025 through March 3,
2032:
• if the daily volume-weighted average trading price of our common shares for at least 20-consecutive trading days during
a period of 30-consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is
greater than or equal to 150% of the applicable conversion price on each such trading day; or
• if we undergo certain fundamental changes, including a change of control or delisting event, as defined in the
agreement; or
• if a parity event or trading price unavailability event, as the case may be, occurs during the period of 10 days,
commencing on and including the first business day following the relevant trading price notification date; or
• if we distribute assets or property to all or substantially all of the holders of our common shares and those assets or other
property have a value of more than 25% of the average daily volume-weighted average trading price of our common
shares for the prior 20 consecutive trading days; or
• in case of early redemption in respect of the outstanding notes at our option, where the conversion date falls in the
period from (and including) the date on which the call notice is published to (and including) the 45th business day prior
to the redemption date; or
• if we experience certain customary events of default, including defaults under certain other indebtedness, until such event
of default has been cured or waived; or
• if an acquisition of control occurs, where the conversion date falls in the period from (and including) the date on which
the acquisition notice is published to the record date established in connection with the acquisition of control, established
to be no less than 40 days and no more than 60 days from acquisition notice; or
• if a take-over bid is published, where the conversion date falls in the period from (and including) the date of notice of the
take-over bid to the last day of the applicable legal acceptance period.
The noteholders may convert their notes at any time, without condition, during the period beginning on March 4, 2032
and ending on the 45th business day prior to September 4, 2032.
No contingent conversion conditions were triggered for the 2032 Notes as of December 31, 2025.
Convertible Notes due 2031
On September 10, 2024, we issued 2.500% convertible notes in an aggregate principal amount of $500.0 million with a
maturity date of September 10, 2031 (2031 Notes). The 2031 Notes carry interest of 2.50% per annum payable semi-
annually in arrears. The net proceeds of the 2031 Notes totaled $494.2 million, after debt issuance costs of $5.8 million.
At inception, debt issuance costs are amortized to interest expense over the term of the 2031 Notes resulting in an effective
interest rate of the 2031 Notes of 2.68%. Judgment is required to estimate the expected maturity as the 2031 notes are
subject to earlier redemption upon the occurrence of a future event as discussed below.
The Convertible Notes contain an embedded conversion option, we have determined that the embedded conversion option
is a derivative financial instrument, which is required to be separated from the Convertible Notes and accounted for
separately as a derivative liability, with changes in fair value reported in our consolidated income statements until the
conversion option transaction settles or expires. The initial fair value liability of the embedded conversion options for the
2031 Notes was $97.3 million which simultaneously reduced the carrying value of the Convertible Notes. For further
discussion of the derivative financial instruments relating to the Convertible Notes, refer to Note 26 "Financial Risk Factors
and Use of Derivative Financial Instruments."
The 2031 Notes are convertible into common shares based on an initial conversion rate, subject to adjustment, of
3,124.3702 shares per $200,000 principal amount of notes (which represents an initial conversion price of $64.0129
per share or 7.8 million underlying shares). Following the January 2026 synthetic share repurchase discussed in Note 18
"Equity," the adjusted conversion rate became 3,136.9055 shares per $200,000 principal amount of notes, which
represents an adjusted conversion price per share of $63.7571. At conversion, we will settle the 2031 Notes by repaying
the principal portion in cash and any excess of the conversion value over the principal amount in common shares.
The 2031 Notes may be redeemed at the option of each noteholder at their principal amount on September 10, 2029 or
in connection with a change of control or delisting event.
The 2031 Notes are convertible in whole, but not in part, at the option of the noteholders on a net share settlement basis,
at the prevailing conversion price, in the following circumstances beginning after October 21, 2024 through March 9,
2031:
• if the daily volume-weighted average trading price of our common shares for at least 20-consecutive trading days during
a period of 30-consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is
greater than or equal to 150% of the applicable conversion price on each such trading day; or
• if we undergo certain fundamental changes, including a change of control or delisting event, as defined in the
agreement; or
• if a parity event or trading price unavailability event, as the case may be, occurs during the period of 10 days,
commencing on and including the first business day following the relevant trading price notification date; or
• if we distribute assets or property to all or substantially all of the holders of our common shares and those assets or other
property have a value of more than 25% of the average daily volume-weighted average trading price of our common
shares for the prior 20 consecutive trading days; or
• in case of early redemption in respect of the outstanding notes at our option, where the conversion date falls in the
period from (and including) the date on which the call notice is published to (and including) the 45th business day prior
to the redemption date; or
• if we experience certain customary events of default, including defaults under certain other indebtedness, until such event
of default has been cured or waived; or
• if an acquisition of control occurs, where the conversion date falls in the period from (and including) the date on which
the acquisition notice is published to the record date established in connection with the acquisition of control, established
to be no less than 40 days and no more than 60 days from acquisition notice; or
• if a take-over bid is published, where the conversion date falls in the period from (and including) the date of notice of the
take-over bid to the last day of the applicable legal acceptance period.
The noteholders may convert their notes at any time, without condition, during the period beginning on March 10, 2031
and ending on the 45th business day prior to September 10, 2031.
No contingent conversion conditions were triggered for the 2031 Notes as of December 31, 2025.
Convertible Notes due 2027
On December 17, 2020, we issued zero coupon convertible notes in an aggregate principal amount of $500.0 million
with a maturity date of December 17, 2027 (2027 Notes). The 2027 Notes carry no coupon interest. The net proceeds of
the 2027 Notes totaled $497.6 million, after payment of debt issuance costs of $3.7 million. On the December 17, 2025
put date, $474.0 million of the 2027 Notes was repaid at the election of the bondholders, after which the remaining
$23.2 million was reclassified to long-term debt. All debt issue costs were amortized to the put date. In 2025, the effective
interest rate of the 2027 Notes is 1.65%, which is imputed based on the amortization of the fair value of the embedded
conversion option over the remaining term of the 2027 Notes.
Because the Convertible Notes contain an embedded conversion option, we have determined that the embedded
conversion option is a derivative financial instrument, which is required to be separated from the Convertible Notes and
accounted for separately as a derivative liability, with changes in fair value reported in our consolidated income statements
until the conversion option transaction settles or expires. The initial fair value liability of the embedded conversion options
for the 2027 Notes was $54.1 million which simultaneously reduced the carrying value of the Convertible Notes. For
further discussion of the derivative financial instruments relating to the Convertible Notes, refer to Note 26 "Financial Risk
Factors and Use of Derivative Financial Instruments."
The 2027 Notes are convertible into common shares based on an initial conversion rate, subject to adjustment, of
2,477.65 shares per $200,000 principal amount of notes (which represented an initial conversion price of $80.7218 per
share, or 6.2 million underlying shares). Following the January 2026 synthetic share repurchase discussed in Note 18
"Equity," the adjusted conversion rate became 2,485.1914 shares per $200,000 principal amount of notes, which
represents an adjusted conversion price per share of $80.4767. At conversion, we will settle the 2027 Notes by repaying
the principal portion in cash and any excess of the conversion value over the principal amount in common shares.
The notes may be redeemed in connection with a change of control or delisting event (as further described in the 2027
Notes).
The 2027 Notes are convertible in whole, but not in part, at the option of the noteholders on a net share settlement basis,
at the prevailing conversion price in the following circumstances beginning after January 27, 2021 through June 16,
2027:
• if the last reported sale price of our common shares for at least 20-consecutive trading days during a period of 30-
consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than
or equal to 130% of the conversion price on each applicable trading day; or
• if we undergo certain fundamental changes, including a change of control, as defined in the agreement; or
• if a parity event or trading price unavailability event, as the case may be occurs during the period of 10 days, including
the first business day following the relevant trading price notification date; or
• if we distribute assets or property to all or substantially all of the holders of our common shares and those assets or other
property have a value of more than 25% of the average daily volume-weighted average trading price of our common
shares for the prior 20 consecutive trading days; or
• in case of early redemption in respect of the outstanding notes at our option, where the conversion date falls in the
period from (and including) the date on which the call notice is published to (and including) the 45th business day prior
to the redemption date; or
• if we experience certain customary events of default, including defaults under certain other indebtedness, until such event
of default has been cured or waived.
The noteholders may convert their notes at any time, without condition, on or after June 17, 2027 until the 45th business
day prior to December 17, 2027.
No contingent conversion conditions were triggered for the 2027 Notes as of December 31, 2025 or December 31,
2024.
Cash Convertible Notes 2024
In November 2024, we repaid at maturity $500.0 million of Cash Convertible Senior Notes (2024 Notes) that had been
issued on November 13, 2018 with net proceeds of $468.9 million after payment of the net cost of the Call Spread
Overlay and transaction costs.
Cash Convertible Notes Call Spread Overlay
Concurrent with the issuance of the cash convertible notes, we entered into privately negotiated hedge transactions (Call
Options) with, and issued warrants to purchase shares of our common stock (Warrants) to, certain financial institutions. We
refer to the Call Options and Warrants collectively as the “Call Spread Overlay.” The Call Options were intended to offset
any cash payments payable by us in excess of the principal amount due upon any conversion of the cash convertible
notes. The Call Options and Warrants are derivative financial instruments and are discussed further in Note 26 "Financial
Risk Factors and Use of Derivative Financial Instruments."
Aside from the initial payment of a premium, we will not be required to make any cash payments under the Call Options,
and will be entitled to receive an amount of cash, generally equal to the amount by which the market price per share of our
common shares exceeds the exercise price of the Call Options during the relevant valuation period. The exercise price
under the Call Options is initially equal to the conversion price of the cash convertible notes.
The Call Options related to the 2024 Notes expired unexercised in November 2024.
The Warrants that were issued with our cash convertible notes, could have a dilutive effect to the extent that the price of
our common stock exceeds the applicable strike price of the Warrants. For each Warrant that is exercised, we will deliver
to the holder a number of shares of our common stock equal to the amount by which the settlement price exceeds the
exercise price, plus cash in lieu of any fractional shares. We will not receive any proceeds if the Warrants are exercised.
All Warrants related to the 2024 Notes expired unexercised in November 2024 upon maturity.
German Private Placement (2017 Schuldschein)
In 2017, we completed a German private placement bond (2017 Schuldschein) which was issued in several tranches
totaling $331.1 million due in various periods through 2027. In the first half of 2021, we repaid $41.1 million for two
tranches that matured. In October 2022, we repaid $153.0 million for the four tranches that matured. The euro tranches
are designated as a foreign currency non-derivative hedging instrument that qualifies as a net investment hedge as
described in Note 26 "Financial Risk Factors and Use of Derivative Financial Instruments." Based on the spot rate method,
the change in the carrying value of the euro-denominated tranches attributed to the net investment hedge as of
December 31, 2025 totaled $0.9 million of unrealized gain and is recorded in equity. We paid $1.2 million in debt
issuance costs which are being amortized through interest expense over the lifetime of the notes.
A following table shows the last remaining tranche of the 2017 Schuldschein as of December 31, 2025 and 2024:
Carrying value (in thousands)
as of December 31,
Notional amount
Interest rate
Maturity
2025
2024
€31.0 million
Floating EURIBOR + 0.7%
June 2027
$17,032
$15,050
German Private Placement (2022 Schuldschein)
In July and August 2022, we completed another German private placement bond (2022 Schuldschein) which was issued
in several tranches totaling €370.0 million due in various periods through 2035. In July 2025, we repaid $60.2 million
for the €51.5 million tranche that matured. The 2022 Schuldschein consists of euro-denominated tranches which have
either a fixed or floating rate. All tranches except for the €70.0 million fixed 3.04% tranche due August 2035 are ESG-
linked wherein the interest rate is subject to adjustment of +/- 0.025% if our ESG rating changes. The euro tranches are
designated as a foreign currency non-derivative hedging instrument that qualifies as a net investment hedge as described in
Note 26 "Financial Risk Factors and Use of Derivative Financial Instruments." Based on the spot rate method, the change in
the carrying value of the euro-denominated tranches attributed to the net investment hedge as of December 31, 2025
totaled $53.3 million of unrealized loss and is recorded in equity. We paid $1.2 million in debt issuance costs which are
being amortized through interest expense using the effective interest method over the lifetime of the notes.
A summary of the tranches is as follows:
Carrying value (in thousands)
as of December 31,
Notional amount
Interest rate
Maturity
2025
2024
€51.5 million
Floating 6M EURIBOR + 0.55%
July 2025
$—
$53,481
€62.0 million
Fixed 2.741%
July 2027
72,814
64,323
€29.5 million
Floating 6M EURIBOR + 0.70%
July 2027
34,645
30,605
€37.0 million
Fixed 3.044%
July 2029
43,430
38,371
€103.0 million
Floating 6M EURIBOR + 0.85%
July 2029
120,898
106,818
€9.5 million
Fixed 3.386%
July 2032
11,146
9,849
€7.5 million
Floating 6M EURIBOR + 1.0%
July 2032
8,800
7,776
€70.0 million
Fixed 3.04%
August 2035
82,015
72,452
$373,748
$383,675
Revolving Credit Facility
Our credit facilities available and undrawn at December 31, 2025 total €413.0 million (approximately $485.3 million).
This includes a €400.0 million syndicated ESG-linked revolving credit facility expiring December 2030 (with one
additional annual extension option) and two other lines of credit amounting to €13.0 million with no expiration date. The
€400.0 million facility can be utilized in euro and bears interest of 0.550% to 1.500% above EURIBOR, offered with
interest periods of one, three or six months. The commitment fee is calculated based on 35% of the applicable margin.
Commitment fees of $0.9 million and $0.8 million were paid for years ended December 31, 2025 and 2024,
respectively. The revolving facility agreement contains certain non-financial covenants including, but not limited to,
restrictions on the encumbrance of assets. We were in compliance with these covenants at December 31, 2025. The
revolving credit facilities are for general corporate purposes and no amounts were utilized at December 31, 2025. Of the
€13.0 million facilities, €8.2 million is used for bank guarantees and letters of credit as December 31, 2025.
17. Income Tax
Major components of income tax expense, as presented in the income statements for the years ended December 31, 2025
and 2024, are:
(in thousands)
2025
2024
Current income tax charge
$94,667
$52,966
Adjustment in respect of current income tax of previous years
(1,985)
1,275
Current income tax expense
92,682
54,241
Origination and reversal of temporary differences
(13,578)
(19,724)
Changes in tax rates
(9,181)
(250)
Deferred income tax expense
(22,759)
(19,974)
Total income tax expense
$69,923
$34,267
Deferred tax related to items charged or credited directly to equity during 2025 and 2024 shown in the statement of
comprehensive income totaled $1.2 million and $1.0 million , respectively.
The Netherlands' statutory income tax rate, the income tax rate of our country of domicile, was 25.8% in 2025 and 2024.
Income from foreign subsidiaries is generally taxed at the statutory income applicable in the respective countries of
domicile.
The principal items comprising the differences between income taxes computed at the Netherlands statutory rate and the
effective tax rate for the years ended December 31, 2025 and 2024 are as follows:
(in thousands)
2025
2024
Amount
Percent
Amount
Percent
Income before tax
$506,891
—
$191,365
—
At Dutch statutory income tax rate of 25.8%
$130,778
25.8%
$49,372
25.8%
Taxation of foreign operations, net (1)
(45,311)
(8.9)
(27,755)
(14.5)
Worthless Stock Deduction (2)
(29,003)
(5.7)
—
—
Changes in tax rates impacting deferred taxes
(9,181)
(1.8)
(250)
(0.1)
Net movement in uncertain tax positions
21,717
4.3
19,234
10.1
Pillar Two income taxes
7,744
1.5
11,452
6.0
Tax impact from non-deductible (deductible) items
(6,936)
(1.4)
(19,922)
(10.4)
Other
115
—
2,136
1.1
Total income tax
$69,923
13.8%
$34,267
17.9%
(1)Our effective tax rate reflects our global operations where certain income or loss is taxed at rates higher or lower than the Netherlands’ statutory
income tax rate as well as the benefit of some income being partially exempt from income taxes. These foreign tax benefits are due to a combination
of favorable tax laws, regulations and exemptions in certain jurisdictions. Partial tax exemptions exist on foreign income primarily derived from
operations in Germany.
(2)During the third quarter of 2025, the Company recognized a worthless stock deduction under Internal Revenue Code Section 165(g)(3) upon
liquidation of the U.S. Subsidiary, NeuMoDx Molecular, Inc.
We conduct business globally and, as a result, file numerous consolidated and separate income tax returns in the
Netherlands, Germany and the U.S. federal jurisdiction, as well as in various other state and foreign jurisdictions. In the
normal course of business, we are subject to examination by taxing authorities throughout various jurisdictions. Tax years
in the Netherlands are potentially open back to 2013 for income tax examinations by the Netherlands taxing authority.
The German group is open to examination for the tax years starting in 2017 and in 2022, the German taxing authority
commenced an examination for the 2017 to 2019 tax years. The U.S. consolidated group is subject to federal and most
state income tax examinations by taxing authorities beginning with the year ending December 31, 2022 through the
current period. In late 2023, the U.S. Internal Revenue Service commenced a U.S. federal income tax examination for the
periods 2014 to 2020. Our other subsidiaries, with few exceptions, are no longer subject to income tax examinations by
taxing authorities for years before 2021.
We conduct business globally and operate more than 50 consolidated subsidiaries in multiple tax jurisdictions. This multi-
jurisdictional business operation involves complex operating and financing activities. The nature of these activities can
result in uncertainties in the estimation of the related income tax exposures. We initially recognize and subsequently
measure the uncertain tax position when it is probable the position will be sustained upon examination by the tax
authorities.
Changes in the amount of uncertain tax positions for the years ended December 31, 2025 and 2024 are as follows:
(in thousands)
2025
2024
Balance at beginning of year
$108,927
$95,558
Increase for tax positions related to the current year
8,990
9,447
Increase for tax positions of prior years
21,022
10,402
Decrease for tax position of prior years
(8,834)
(271)
Decrease related to settlements
—
(439)
Increase (decrease) from currency translation
13,481
(5,770)
Balance at end of year
$143,586
$108,927
As of December 31, 2025 and 2024, our net liability for uncertain tax positions totaled approximately $143.6 million and
$108.9 million and has been recorded in the income statement as part of income tax expense. Its release would  favorably 
affect our effective tax rate in any future period. However, various events could cause our current expectations to change in
the future. At December 31, 2025 and 2024, we have accrued interest and penalties of $5.9 million and $3.9 million,
respectively, which are not included in the table above.
At December 31, 2025 and 2024, in the consolidated balance sheets, we have recorded net deferred tax assets of $56.8
million and $59.2 million, respectively  at December 31, 2025 and 2024, respectively. The components of the net
deferred assets and liabilities at December 31, 2025 and 2024 are as follows:
(in thousands)
2025
2024
Change
Deferred tax assets:
Net operating loss and credit carryforward(1)
$68,438
$22,981
$45,457
Intangibles
42,091
47,409
(5,318)
Accrued liabilities
24,582
27,746
(3,164)
Equity awards
13,587
20,342
(6,755)
Other
46,511
37,365
9,146
Offsetting
(101,221)
(63,278)
(37,943)
Total deferred tax assets
93,988
92,565
1,423
Deferred tax liabilities:
Depreciation and amortization
(44,451)
(49,361)
4,910
Intangibles
(87,626)
(41,386)
(46,240)
Other
(6,338)
(5,910)
(428)
Offsetting
101,221
63,278
37,943
Total deferred tax liabilities
(37,194)
(33,379)
(3,815)
 
Net deferred tax assets
$56,794
$59,186
($2,392)
(1) The increase in deferred tax assets related to net operating losses reflects offsetting between uncertain tax positions and deferred tax assets of net
operating losses.
The movements in deferred income tax assets and liabilities during 2025 and 2024 are as follows:
(in thousands)
2025
2024
Change in deferred tax recognized in income
$22,759
$19,973
Change in deferred tax recognized in equity (1)
(6,013)
(2,235)
Change in deferred tax related to business combinations (2)
(19,138)
—
Change in deferred tax
($2,392)
$17,738
(1)The change in deferred tax recognized in equity represents changes in components of other comprehensive income or loss, equity awards and foreign
currency translation adjustments.
(2)The change in deferred tax related to business combinations represents the deferred tax liability on the fair value of identifiable intangible assets
acquired and the deferred tax asset on tax loss carryforwards as discussed in Note 5 "Acquisitions."
At December 31, 2025, we had $558.3 million in total net operating loss (NOL) carryforwards which included $401.7
million for Germany, $59.4 million for the U.S., $20.9 million for the U.K., $19.0 million for the Netherlands and $57.3
million for other foreign jurisdictions. We did not recognize tax benefits related to the NOL carryforwards in Germany of
$3.9 million and in other foreign jurisdictions of $32.8 million. The NOL carryforwards in the U.S., Germany, the
Netherlands and the U.K. carryforward indefinitely. The entire NOL carryforward in the U.S. is subject to limitations under
Section 382 of the U.S. Internal Revenue Code which limits the amount that can be used each year. NOL carryforwards of
$24.7 million in other foreign jurisdictions expire between 2026 and 2030 while the remainder can be carried forward
indefinitely. At December 31, 2025, tax credits total $7.2 million and expire between 2034 and 2044.
At December 31, 2024, we had $529.1 million in total net operating loss (NOL) carryforwards which included $316.0
million for Germany, $128.5 million for the U.S., $29.8 million for the U.K., $8.7 million for the Netherlands and $46.1
million for other foreign jurisdictions. We did not recognize tax benefits related to the NOL carryforwards in Germany of
$5.1 million and in other foreign jurisdictions of $38.6 million.
A deferred tax asset can only be recognized to the extent that it is "probable" that taxable profit will be available against
which the deductible temporary differences, unused tax losses or unused tax credits can be utilized. Judgments around
realizability depend on the availability and weight of both positive and negative evidence.
As of December 31, 2025, a deferred tax liability has not been recognized for residual income taxes in the Netherlands
on the undistributed earnings of the majority of our foreign subsidiaries as these earnings are considered to be either
indefinitely reinvested or can be repatriated tax free under the Dutch participation exemption. The aggregate amount of
undistributed earnings for which no deferred tax liability has been recognized was approximately $2 billion. For
undistributed earnings that are not considered indefinitely reinvested, we have recorded a deferred tax liability of $0.7
million for both December 31, 2025 and 2024.
Global minimum tax (Pillar Two)
In December 2021, the Organization for Economic Co-operation and Development (OECD) Inclusive Framework released
model rules focused on "Addressing the Challenges of the Digitalization of the Economy." The breadth of the OECD
project extends beyond pure digital businesses and is likely to impact most large multinational businesses by both
redefining jurisdictional taxation rights and establishing a 15% global minimum tax (referred to as Pillar Two). The Dutch
Government adopted the Minimum Tax Act 2024 in December 2023, and the Pillar Two legislation has been applicable in
local law with effect from 2024 in the Netherlands, the EU and multiple other countries around the world. Therefore, Pillar
Two applies to QIAGEN from the financial year ending December 31, 2024 and onwards. Under this legislation,
QIAGEN is generally required to pay top-up taxes on profits if the related Pillar Two jurisdictional effective tax rate is less
than 15%.
In 2025, the current tax expense related to Pillar Two is $7.7 million, resulting in an increase of ETR by 1.5%. In 2024, the
current tax expense related to Pillar Two is $11.5 million, resulting in an increase of ETR by 6.0%. This amount has been
accounted for within the income taxes of the reporting period.
In the 2025 and 2024 financial statements, we have used the exemption under IAS 12 for recognizing and disclosing
information about deferred tax assets and liabilities related to Pillar Two income taxes.
18. Equity
Shares
The authorized classes of our shares consist of Common Shares (410 million authorized), Preference Shares ( 450 million
authorized) and Financing Preference Shares (40 million authorized). All classes of shares have a par value of €0.01. No
Financing Preference Shares or Preference Shares have been issued. Common Shares are translated to U.S. dollars at the
foreign exchange rates in effect when the shares are issued.
QIAGEN N.V. has granted Stichting Preferente Aandelen QIAGEN an option to acquire preference shares of QIAGEN
N.V. in a number equal to the number of outstanding common shares less one. The arrangement is intended to enable the
Stichting to block or delay an unfavorable change of control. Stichting Preferente Aandelen QIAGEN is not consolidated
by QIAGEN.
Treasury Stock
The cost of repurchased shares is included in treasury stock and reported as a reduction in total equity when a repurchase
occurs. Repurchased shares will be held in treasury in order to satisfy various obligations, which include exchangeable
debt instruments, warrants and employee share-based remuneration plans.
Dividend Declaration
On June 26, 2025 at the Annual General Meeting, shareholders of QIAGEN N.V. approved a cash dividend of $0.25
per common share with a record and ex-date of July 2, 2025. On July 10, 2025, a total of $54.2 million in cash
dividends were paid to our shareholders.
2026 Synthetic Share Repurchase
In January 2026, we completed a synthetic share repurchase that combined a direct capital repayment with a reverse
stock split. The transaction was announced on December 18, 2025. The synthetic share repurchase was implemented
through a series of amendments to our Articles of Association which were approved by our shareholders. The first
amendment involved an increase in share capital by an increase in the nominal value per common share from EUR 0.01 to
EUR 1.96 and a corresponding reduction in additional paid in capital. The second amendment involved a reduction in
common shares whereby 20 existing common shares with a nominal value of EUR 1.96 each were consolidated into 19
new common shares with a nominal value of EUR 2.07 each. The third amendment was a reduction of the nominal value
per common share from EUR 2.07 to EUR 0.01. As a result of these amendments, which in substance constitute a synthetic
share buyback, $496.7 million was returned to shareholders through the transaction which reduced the total number of
outstanding shares by 10.9 million, or 5.0%, to 206.8 million shares outstanding as of January 8, 2026. Consequently,
the conversion rates for convertible notes were updated as disclosed in Note 16 "Financial Debts." Total expenses incurred
related to the capital repayment and share consolidation amounted to $0.1 million and were charged to equity during
2025.
2025 Synthetic Share Repurchase
In January 2025, we completed a synthetic share repurchase that combined a direct capital repayment with a reverse
stock split. The transaction was announced on January 12, 2025. The synthetic share repurchase was implemented through
a series of amendments to our Articles of Association which were approved by our shareholders. The first amendment
involved an increase in share capital by an increase in the nominal value per common share from EUR 0.01 to EUR 1.24
and a corresponding reduction in additional paid in capital. The second amendment involved a reduction in common
shares whereby 36 existing common shares with a nominal value of EUR 1.24 each were consolidated into 35 new
common shares with a nominal value of EUR 1.28 each. The third amendment was a reduction of the nominal value per
common share from EUR 1.28 to EUR 0.01. As a result of these amendments, which in substance constitute a synthetic
share buyback, $280.1 million was repaid to our shareholders and the outstanding number of common shares was
reduced by 6.2 million, or 2.8%. Total expenses incurred related to the capital repayment and share consolidation
amounted to $0.1 million and were charged to equity during 2025.
2024 Synthetic Share Repurchase
In January 2024, we completed a capital repayment program through a synthetic share repurchase that combined a direct
capital repayment with a reverse stock split. The synthetic share repurchase was implemented through a series of
amendments to our Articles of Association which were approved by our shareholders. The first amendment involved an
increase in share capital by an increase in the nominal value per common share from EUR 0.01 to EUR 1.18 and a
corresponding reduction in additional paid in capital. The second amendment involved a reduction in common shares
whereby 25 existing common shares with a nominal value of EUR 1.18 each were consolidated into 24.25 new common
shares with a nominal value of EUR 1.22 each. The third amendment was a reduction of the nominal value per common
share from EUR 1.22 to EUR 0.01. As a result of these amendments, which in substance constitute a synthetic share
buyback, $292.1 million was repaid to our shareholders, and the outstanding number of common shares was reduced by
6.8 million, or 3.0%. Total expenses incurred related to the capital repayment and share consolidation amounted to $0.8
million and were charged to equity during 2024.
Appropriation of Profit of 2024
The financial statements for the reporting year 2024 have been adopted by the Annual General Meeting on June 26,
2025. The Annual General Meeting has adopted the appropriation of profit after tax as proposed by the Managing
Board.
Proposal for Profit Appropriation
The General Meeting of Shareholders will be asked to approve the following appropriation of the 2025 net income for the
period: an amount of $437.0 million to be added to retained earnings.
19. Earnings per Common Share
We present basic and diluted earnings per common share. Basic earnings per common share is calculated by dividing the
net income by the weighted average number of common shares outstanding. Diluted earnings per common share reflect the
potential dilution of earnings that would occur if all “in the money” securities to issue common shares were exercised.
The following schedule summarizes the information used to compute earnings per common share for the years ended
December 31, 2025 and 2024:
(in thousands, except per share data)
2025
2024
Net income
$436,968
$157,098
Weighted average number of common shares used to compute basic earnings per common share
217,219
222,619
Dilutive effect of stock options and restricted stock units
1,661
2,098
Weighted average number of common shares used to compute diluted earnings
per common share
218,880
224,717
Outstanding options and awards having no dilutive effect, not included in above calculation
50
26
Outstanding warrants having no dilutive effect, not included in above calculation
—
9,531
Basic earnings per common share
$2.01
$0.71
Diluted earnings per common share
$2.00
$0.70
For purposes of considering the 2027 Notes, 2031 Notes and the 2032 Notes, as discussed further in Note 16 "Financial
Debts," in determining diluted earnings per common share, only an excess of the conversion value over the principal
amount would have a dilutive impact using the treasury stock method. Since the 2027 Notes, 2031 Notes and the 2032
Notes were out of the money and anti-dilutive during the period from January 1, 2024 through December 31, 2025, they
were excluded from the diluted earnings per common share calculation in 2024 and 2025.
20. Commitments and Contingencies
Licensing and Purchase Commitments
We have licensing agreements with companies, universities and individuals, some of which require certain up-front
payments. Royalty payments are required on net product sales ranging from 0.45 percent to 20 percent of covered
products or based on quantities sold. Several of these agreements have minimum royalty requirements. The accompanying
consolidated balance sheets include accrued royalties relating to these agreements in the amount of $6.1 million and $5.1
million at December 31, 2025 and 2024 , respectively. Royalty expense relating to these agreements amounted to $15.4
million and $13.9 million for each of the years ended December 31, 2025 and 2024, respectively. Royalty expense is
primarily recorded in cost of sales, with a small portion recorded as research and development expense depending on the
use of the technology under license. Some of these agreements also have minimum raw material purchase requirements
and requirements to perform specific types of research.
At December 31, 2025, we had commitments to purchase goods or services and to make future license and royalty
payments. They are as follows:
Years ending December 31,
(in thousands)
Purchase
commitments
License & royalty
commitments
2026
$78,587
$1,933
2027
42,675
1,986
2028
22,500
1,844
2029
3,465
1,852
2030
1,506
1,881
Thereafter
—
9,029
$148,733
$18,525
Commitments calculated at December 31, 2024, the prior year, were as follows:
Years ending December 31,
(in thousands)
Purchase
commitments
License & royalty
commitments
2025
$38,232
$1,416
2026
30,701
779
2027
12,607
801
2028
1,035
601
2029
918
506
Thereafter
—
1,771
$83,493
$5,874
Contingent Consideration Commitments
Pursuant to the purchase agreements for certain acquisitions we could be required to make additional contingent cash
payments for a previous business combination based on the achievement of certain revenue and operating result
milestones. Milestone payments total $71.9 million may be triggered through the end of 2027. Based on the current
estimate of potential milestone payments, $16.2 million is included in other current liabilities and $6.6 million is included
in other non-current liabilities in the accompanying consolidated balance sheet as of December 31, 2025. Refer to Note
25 "Fair Value Measurements" for changes in the contingent consideration liabilities.
Employment Agreements
Certain of our employment contracts contain provisions which guarantee payments in the event of a change in control, as
defined in the agreements, or if the executive is terminated for reasons other than cause, as defined in the agreements. At
December 31, 2025, the commitment under these agreements totaled $10.5 million (2024: $9.8 million).
Litigation
From time to time, we may be party to legal proceedings incidental to our business. As of December 31, 2025, certain
claims, suits or legal proceedings arising out of the normal course of business have been filed or were pending against
QIAGEN N.V. or its subsidiaries. These matters have arisen in the ordinary course and conduct of business as well as
through acquisition. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessing
litigation contingencies is highly subjective and requires judgments about future events. Although it is not possible to predict
the outcome of such litigation, we assess the degree of probability and evaluate the reasonably possible losses that we
could incur as a result of these matters. We accrue for any estimated loss when it is probable that a liability has been
incurred and the amount of probable loss can be estimated. We are not party to any material legal proceeding as of the
date of this report.
Patent Litigation
Labcorp (as successor to ArcherDX)
In 2018, ArcherDX (succeeded in the litigation by Laboratory Corporation of America Holdings and Labcorp Genetics, Inc.
(Labcorp)) and Massachusetts General Hospital (MGH) sued QIAGEN for patent infringement. In August 2021, a federal
jury ruled that QIAGEN infringed two patents owned by ArcherDX and awarded damages of $4.7 million which were
accrued in 2021 and remain accrued as of December 31, 2024 in other non-current liabilities in the accompanying
consolidated balance sheet. In the third quarter of 2025, the Court of Appeals for the Federal Circuit reversed the decision
of infringement of the District Court of Delaware, vacated the $4.7 million damages award and granted judgment as a
matter of law of non-infringement in favor of QIAGEN. The plaintiffs did not file any motion opposing this decision before
the deadline and the matter is now closed. Accordingly, the $4.7 million accrual was reversed to restructuring, acquisition,
integration and other, net in the accompanying consolidated statement of income for the year ended December 31, 2025.
21. Reportable Segment
We operate as one reportable segment in accordance with IFRS 8 Operating Segments. As a result of our continued
restructuring and streamlining of the growing organization, our chief operating decision maker (CODM) continues to make
decisions with regards to business operations and resource allocation based on evaluations of QIAGEN as a whole.
Accordingly, we operate as one reportable segment. Summarized geographic information is shown in the tables below.
Geographical Information
Net sales are attributed to countries based on the location of the customer. Our primary manufacturing facilities are located
in Germany, China, and the United States and supply products to customers as well as QIAGEN subsidiaries in other
countries. The intercompany portions of such net sales are excluded to derive consolidated net sales. No single customer
represents more than ten percent of consolidated net sales. Our country of domicile is the Netherlands, which reported net
sales of $23.7 million and $20.9 million for the years ended 2025 and 2024 , respectively, and these amounts are
included in the line item Europe, Middle East and Africa as shown in the table below.
 
(in thousands)
2025
2024
Americas:
United States
$998,448
$942,009
Other Americas
88,065
89,557
Total Americas
1,086,513
1,031,566
Europe, Middle East and Africa
712,759
648,494
Asia Pacific, Japan and Rest of World
290,727
298,154
Total net sales
$2,089,999
$1,978,214
Long-lived assets include property, plant and equipment, goodwill, other intangible assets, right-of-use assets, equity
accounted investments, non-current financial assets and other non-current assets. The Netherlands, which is included in the
line item other Europe, Middle East and Africa, reported long-lived assets of $18.4 million and $16.2 million for the years
ended 2025 and 2024, respectively.
(in thousands)
2025
2024
Americas:
United States
$2,365,089
$2,158,114
Other Americas
9,103
8,579
Total Americas
2,374,192
2,166,693
Germany
942,160
772,551
Other Europe, Middle East and Africa
750,100
573,367
Asia Pacific, Japan and Rest of World
219,004
208,369
Total long-lived assets
$4,285,456
$3,720,980
22. Share-Based Payments
The QIAGEN N.V. 2023 Stock Plan (the 2023 Plan) was approved at the June 2023 Annual General Meeting. We
adopted the QIAGEN N.V. 2014 Stock Plan (the 2014 Plan) in 2014. The 2014 Plan expired in May 2024. At
December 31, 2025, we had approximately 11.4 million common shares reserved and available for issuance under the
2014 and 2023 Plans.
The plans allow for the granting of stock rights and incentive stock options, as well as non-qualified options, stock grants
and stock-based awards, generally with terms of up to three years, with previous grants through 2020 having terms of five
years subject to earlier termination in certain situations. The vesting and exercisability of certain stock rights will be
accelerated in the event of a Change of Control, as defined in the plans. We issue Treasury Shares upon the vesting of
stock-based awards.
Stock Units
Stock units represent rights to receive Common Shares at a future date and include restricted stock units which are subject
to time-vesting only and performance stock units which include performance conditions in addition to time-vesting. The final
number of performance stock units earned is based on the performance achievement which for some grants can reach up
to 200% of the granted shares. There is no exercise price and the fair market value at the time of the grant is recognized
over the requisite vesting period. The fair market value is determined based on the number of stock units granted and the
market value of our shares on the grant date. Pre-vesting forfeitures were estimated to be approximately 6.0% (2024:
6.0%). At December 31, 2025, there was $65.2 million remaining in unrecognized compensation cost including estimated
forfeitures related to these awards, which is expected to be recognized over a weighted average period of 1.38 years
(2024: $58.7 million over a weighted average of 1.34 years). The weighted average grant date fair value of stock units
granted during the year ended December 31, 2025 was $41.69 (2024 $42.88). The total fair value of stock units that
vested during the year ended December 31, 2025 was $60.7 million (2024: $74.1 million).
A summary of stock units as of December 31, 2025 and 2024, and changes for the years then ended, is presented below.
(in thousands)
2025
2024
Outstanding at January 1
3,606
4,015
Granted
1,156
1,556
Vested
(1,466)
(1,734)
Forfeited
(210)
(231)
Outstanding at December 31
3,086
3,606
Vested and expected to vest at December 31
2,819
3,317
We net share settle for the tax withholding upon the vesting of awards. Shares are issued on the vesting dates net of the
applicable statutory tax withholding to be paid by us on behalf of our employees. As a result, fewer shares are issued than
the number of stock units outstanding. We record a liability for the tax withholding to be paid by us as a reduction to
treasury shares.
Compensation Expense
Share-based compensation expense before taxes for the years ended December 31, 2025 and 2024 totaled
approximately $50.4 million and $43.6 million, respectively, as shown in the table below.
(in thousands)
2025
 
2024
Cost of sales
$6,044
$4,317
Research and development
8,246
6,691
Sales and marketing
13,119
12,122
General and administrative
22,991
20,497
Share-based compensation expense
50,400
43,627
Less: Income tax benefit (1)
11,128
14,695
Share-based compensation expense, after tax
$39,272
$28,932
(1)Does not include the excess tax benefit realized for the tax deductions of the share-based payment arrangements. There were no excess tax benefits
realized for the years ended December 31, 2025 and 2024.
The variability in share-based compensation expense primarily reflects the impact from performance achievement levels
and forfeitures.
23. Employee Benefits and Personnel Costs
We maintain various benefit plans, including defined contribution and defined benefit plans. Our U.S. defined contribution
plan is qualified under Section 401(k) of the Internal Revenue Code and covers substantially all U.S. employees.
Participants may contribute a portion of their compensation not exceeding a limit set annually by the Internal Revenue
Service. This plan includes a provision for us to match a portion of employee contributions. Total expense under the 401(k)
plans were $3.7 million and $4.1 million for the years ended December 31, 2025 and 2024, respectively. We also have
a defined contribution plan which covers certain executives. We make matching contributions up to an established
maximum. Matching contributions made to the plan, and expensed, totaled approximately $0.1 million for each of the
years ended December 31, 2025 and 2024.
We have eight defined benefit, non-contributory retirement or termination plans that cover certain employees in Germany,
France, Italy, Japan, Poland, Philippines and the United Arab Emirates. These defined benefit plans provide benefits to
covered individuals satisfying certain age and/or service requirements. For certain plans, we calculate the vested benefits
to which employees are entitled if they separate immediately. The benefits accrue on a pro-rata basis during the
employees’ employment periods based on the individuals’ salaries, adjusted for inflation. All defined benefit plans are
unfunded. The liability under the defined benefit plans was $9.2 million and $8.4 million as of December 31, 2025 and
2024, respectively, and is included as a component of other non-current liabilities in the accompanying consolidated
balance sheets.
Personnel Costs
For the years ended December 31, 2025 and 2024, personnel costs amounted to $643.7 million and $615.3 million,
respectively. As of December 31, 2025, there were 5,654 employees within the Group (2024: 5,765).
(in thousands)
2025
2024
Salaries and wages
$368,191
$354,322
Social security and pension
121,353
109,064
Share-based payment expense
50,400
43,627
Termination costs
10,491
17,646
Other
93,217
90,640
Total personnel costs
$643,652
$615,299
The personnel costs are allocated to the functional areas in which the respective employees are working or, in the case of
the incremental termination benefits which are the result of restructuring activities as discussed in Note 6 "Restructuring,"
are recorded in restructuring, acquisition, integration and other costs.
Personnel costs included in the accompanying consolidated income statements for the years ended December 31, 2025
and 2024 are as follows:
(in thousands)
2025
2024
Cost of sales
$151,974
$144,098
Research and development expense
114,349
113,525
Sales and marketing expense
287,248
277,312
General and administrative expense
90,081
80,364
Total personnel costs
$643,652
$615,299
The number of employees within the Company at December 31, 2025 and 2024 are as follows:
Employees
2025
2024
Headcount at December 31
5,654
5,765
Thereof employed in the Netherlands
52
55
24. Related Party Transactions
From time to time, we have transactions with other companies in which we hold an interest, as summarized in the table
below.
Net sales to related parties for the years ended December 31, 2025 and 2024 are as follows:
(in thousands)
2025
2024
Net sales
$2,061
$3,073
As of December 31, 2025 and 2024, balances with related parties are as follows:
(in thousands)
2025
2024
Trade accounts receivable
$1,978
$1,848
Trade and other accounts payable
$608
$872
Other current liabilities
$2,376
$1,367
Remuneration of Managing Board and Supervisory Board
Disclosure of the total board remuneration is based on section 383 book 2 of the Dutch Civil Code. Furthermore, the Chief
Executive Officer, Chief Financial Officer and the Supervisory Board meet the definition of key management personnel as
defined in IAS 24 ‘Related Parties’. The total short-term employee benefits (fixed salary and short-term variable cash bonus),
post-employment (defined contribution expenditure), and share-based payment cost (share-based compensation) in
accordance with IAS 24 are reported in the tables below for the years ended December 31, 2025 and 2024.
Key management personnel compensation and total board remuneration
Remuneration of the Managing Board
The tables below state the amounts earned on an accrual basis by our key management personnel and Managing Board
members in 2025 and 2024.
For the year ended December 31, 2025
(in thousands)
Thierry Bernard
Roland Sackers
Fixed Salary
$1,009
$633
Other(1)
32
66
Total fixed income 2025
1,040
699
Short-term variable cash bonus
1,184
507
Total short-term income 2025
2,224
1,206
Defined contribution on benefit plan
206
123
Total compensation (excluding long-term share-based compensation)
$2,430
$1,329
(1)Amounts include, among others, car lease and reimbursed personal expenses such as tax consulting. We also occasionally reimburse our Managing
Directors' personal expenses related to attending out-of-town meetings but not directly related to their attendance. Amounts do not include the
reimbursement of certain expenses relating to travel incurred at the request of QIAGEN, other reimbursements or payments that in total did not exceed
$10,000, or tax amounts paid by the Company to taxing authorities in order to avoid double-taxation under multi-tax jurisdiction employment
agreements.
For the year ended December 31, 2024
(in thousands)
Thierry Bernard
Roland Sackers
Fixed Salary
$979
$588
Other(1)
32
44
Total fixed income 2024
1,010
633
Short-term variable cash bonus
1,128
462
Total short-term income 2024
2,138
1,095
Defined contribution on benefit plan
200
117
Total compensation (excluding long-term share-based compensation)
$2,338
$1,212
(1)Amounts include, among others, car lease and reimbursed personal expenses such as tax consulting. We occasionally reimburse our Managing
Directors' personal expenses related to attending out-of-town meetings but not directly related to their attendance. Amounts do not include the
reimbursement of certain expenses relating to travel incurred at the request of QIAGEN, other reimbursements or payments that in total did not exceed
$10,000 or tax amounts paid by the Company to tax authorities in order to avoid double-taxation under multi-tax jurisdiction employment agreements.
The total recognized compensation expense in accordance with IFRS 2 for share-based compensation in the year 2025
(2024) for long-term compensation of stock units amounted to $7.3 million ($7.0 million) for Mr. Bernard and $4.3 million
($5.1 million) for Mr. Sackers. The total compensation including share-based compensation expenses in the year 2025
(2024) was $15.4 million ($15.6 million), and amounts to $9.7 million ($9.3 million) for Mr. Bernard and $5.7 million
($6.3 million) for Mr. Sackers.
Remuneration of the Supervisory Board
The tables below state the amounts earned on an accrual basis by the members of the Supervisory Board in 2025 and
2024 (excluding long-term share-based compensation):
For the year ended December 31, 2025
(in thousands, except for number of share grants)
Fixed
remuneration
Committee Chair
Committee
membership
Total(1)
Number of
restricted stock
units granted
Stephen H. Rusckowski (Chair)
$103.8
18.0
11.0
$132.8
5,990
Dr. Metin Colpan
$57.5
18.0
11.0
$86.5
5,990
Dr. Toralf Haag
$57.5
25.0
—
$82.5
5,990
Dr. Ross L. Levine
$57.5
—
11.0
$68.5
5,990
Bert van Meurs
$57.5
—
11.0
$68.5
5,990
Eva van Pelt
$57.5
—
15.0
$72.5
5,990
Dr. Eva Pisa
$57.5
18.0
—
$75.5
5,990
Elizabeth E. Tallett
$57.5
—
37.0
$94.5
5,990
Lawrence A. Rosen (2)
$75.0
—
13.0
$88.0
5,990
Dr. Elaine Mardis (2)
$28.8
—
11.0
$39.8
5,990
(1)Supervisory Board members are reimbursed for travel costs and for any value-added tax to be paid on their remuneration. These reimbursements are
excluded from the amounts presented herein.
(2)Mr. Rosen and Prof. Dr. Mardis did not stand for re-election at the AGM in June 2025.
For the year ended December 31, 2024
(in thousands, except for number of share grants)
Fixed
remuneration
Committee Chair
Committee
membership
Total(1)
Number of
restricted stock
units granted
Lawrence A. Rosen
$150.0
4.5
23.3
$177.8
7,056
Dr. Metin Colpan
$57.5
18.0
11.0
$86.5
7,056
Dr. Toralf Haag
$57.5
25.0
—
$82.5
7,056
Dr. Ross L. Levine
$57.5
—
11.0
$68.5
7,056
Dr. Elaine Mardis
$57.5
—
22.0
$79.5
7,056
Bert van Meurs (2)
$43.1
—
8.3
$51.4
—
Eva van Pelt (2)
$47.9
—
12.5
$60.4
—
Dr. Eva Pisa
$57.5
13.5
2.8
$73.8
7,056
Stephen H. Rusckowski
$57.5
13.5
11.0
$82.0
7,056
Elizabeth E. Tallett
$57.5
4.5
34.3
$96.3
7,056
(1)Supervisory Board members are reimbursed for travel costs and for any value-added tax to be paid on their remuneration. These reimbursements are
excluded from the amounts presented herein.
(2)Bert van Meurs and Eva van Pelt joined the Supervisory Board in 2024 and were not eligible for the equity grant for 2024.
The total recognized share-based compensation expense in accordance with IFRS 2 in 2025 (2024) amounted to $3.9
million ($1.5 million) and includes $263.5 thousand ($53.0 thousand) for Mr. Rusckowski, $283.1 thousand
($109.5 thousand) for Mr. Colpan, $467.9 thousand ($287.8 thousand) for Dr. Haag, $476.4 thousand ($346.3
thousand) for Mr. Levine, $359.1 thousand ($138.2 thousand) for Dr. Pisa, $283.1 thousand ($109.5 thousand) for Ms.
Tallett, $498.6 thousand ($109.5 thousand) for Mr. Rosen, $879.5 thousand ($346.3 thousand) for Ms. Mardis, $192.8
thousand for Mr.van Meurs and $192.8 thousand for Ms. van Pelt who joined the Supervisory Board in 2024.
The total recognized compensation expense, including share-based compensation, for members of the Supervisory Board
in 2025 (2024) totaled $4.7 million ($2.4 million) and includes amounts of $396.3 thousand ($135.0 thousand) for Mr.
Rusckowski, $369.6 thousand ($196.0 thousand) for Mr. Colpan, $550.4 thousand ($370.3 thousand) for Dr. Haag,
$544.9 thousand ($414.8 thousand) for Mr. Levine, $261.3 thousand ($51.4 thousand) for Mr.van Meurs,
$265.3 thousand ($60.4 thousand) for Ms. van Pelt, $434.6 thousand ($212.0 thousand) for Dr. Pisa, $377.6 thousand
($205.8 thousand) for Ms. Tallett, $586.6 thousand ($287.3 thousand) for Mr. Rosen and $919.3 thousand
($425.8 thousand) for Ms. Mardis.
25. Fair Value Measurements
Assets and liabilities are measured at fair value according to a three-tier fair value hierarchy which prioritizes the inputs
used in measuring fair value as follows:
• Level 1.Observable inputs, such as quoted prices in active markets;
• Level 2.Inputs, other than the quoted price in active markets, that are observable either directly or indirectly; and
• Level 3.Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its
own assumptions.
The following table presents the carrying amounts and fair values of financial assets and financial liabilities, including their
levels in the fair value hierarchy as of December 31, 2025 . It does not include fair value information for financial assets
and financial liabilities carried at amortized cost.
Carrying amount
Fair value
(in thousands)
FV hedging
instrument
Amortized
cost
Fair value
through profit
or loss
Total
Level 1
Level 2
Level 3
Total
Assets:
Cash and cash equivalents
$—
$190,810
$647,809
$838,619
$647,809
$—
$—
$647,809
Trade accounts receivable
—
402,608
—
402,608
—
—
—
—
Financial assets, current
—
259,913
—
259,913
—
—
—
—
Financial assets, non-current
—
—
5,752
5,752
—
—
5,752
5,752
Foreign exchange forwards and options
—
—
2,448
2,448
—
2,448
—
2,448
Interest rate contracts - cash flow hedge
—
—
—
—
—
—
—
—
Total financial assets
$—
$853,331
$656,009
$1,509,340
$647,809
$2,448
$5,752
$656,009
Liabilities:
Lease liabilities (1)
$—
($159,055)
$—
($159,055)
$—
$—
$—
$—
Trade accounts payable
—
(72,656)
—
(72,656)
—
—
—
—
Foreign exchange forwards and options
—
—
(1,978)
(1,978)
—
(1,978)
—
(1,978)
Interest rate contracts - cash flow hedge
(22,363)
—
—
(22,363)
—
(22,363)
—
(22,363)
Warrants and embedded conversion option
—
—
(131,613)
(131,613)
—
(131,613)
—
(131,613)
Contingent consideration
—
—
(22,753)
(22,753)
—
—
(22,753)
(22,753)
Total financial liabilities
($22,363)
($231,711)
($156,344)
($410,418)
$—
($155,954)
($22,753)
($178,707)
(1)Separate disclosure of fair value of lease liabilities is not required.
The following table presents the carrying amounts and fair values of financial assets and financial liabilities, including their
levels in the fair value hierarchy as of December 31, 2024. It does not include fair value information for financial assets
and financial liabilities carried at amortized cost.
Carrying amount
Fair value
(in thousands)
FV hedging
instrument
Amortized
cost
Fair value
through profit
or loss
Total
Level 1
Level 2
Level 3
Total
Assets:
Cash and cash equivalents
$—
$263,108
$399,917
$663,025
$399,917
$—
$—
$399,917
Trade accounts receivable
—
349,278
—
349,278
—
—
—
—
Financial assets, current
—
489,437
—
489,437
—
—
—
—
Financial assets, non-current
—
—
4,283
4,283
—
—
4,283
4,283
Foreign exchange forwards and options
—
—
5,761
5,761
—
5,761
—
5,761
Interest rate contracts - cash flow hedge
14,340
—
6,677
21,017
—
21,017
—
21,017
Total financial assets
$14,340
$1,101,823
$416,638
$1,532,801
$399,917
$26,778
$4,283
$430,978
Liabilities:
Lease liabilities (1)
$—
($120,993)
$—
($120,993)
$—
$—
$—
$—
Trade accounts payable
—
(83,272)
—
(83,272)
—
—
—
—
Foreign exchange forwards and options
—
—
(13,752)
(13,752)
—
(13,752)
—
(13,752)
Interest rate contracts - cash flow hedge
—
—
—
—
—
—
—
—
Warrants and embedded conversion option
—
—
(89,609)
(89,609)
—
(89,609)
—
(89,609)
Contingent consideration
—
—
(20,650)
(20,650)
—
—
(20,650)
(20,650)
Total financial liabilities
$—
($204,265)
($124,011)
($328,276)
$—
($103,361)
($20,650)
($124,011)
(1)Separate disclosure of fair value of lease liabilities is not required.
Our assets and liabilities measured at fair value on a recurring basis consist of certain cash equivalents, which are
classified as Level 1 of the fair value hierarchy; derivative contracts used to hedge currency and interest rate risk, and
derivative contracts to protect part of the net investments in foreign operations against adverse changes in the exchange
rate between the euro and functional currency of the U.S. dollar, which are classified in Level 2 of the fair value hierarchy;
contingent consideration accruals which are classified in Level 3 of the fair value hierarchy; and unquoted equity securities
remeasured during the years ended December 31, 2025 and 2024 classified within Level 3 in the fair value hierarchy.
There were no transfers between levels for the year ended December 31, 2025.
In determining fair value for Level 2 instruments, we apply a market approach, using quoted active market prices relevant
to the particular instrument under valuation, giving consideration to the credit risk of both the respective counterparty to the
contract and the Company. To determine our credit risk, we estimated our credit rating by benchmarking the price of
outstanding debt to publicly-available comparable data from rated companies. Using the estimated rating, our credit risk
was quantified by reference to publicly-traded debt with a corresponding rating. The Level 2 derivative financial
instruments include the Call Options asset, the Warrants liability and the embedded conversion option liability. See Note
16 "Financial Debts" and Note 26 "Financial Risk Factors and Use of Derivative Financial Instruments" for further
information. The derivatives are not actively traded and are valued based on an option pricing model that uses observable
market data for inputs. Significant market data inputs used to determine fair values included our common share price, the
risk-free interest rate, and the implied volatility of our common shares. The Call Options asset and the embedded cash
conversion option liability were designed with the intent that changes in their fair values would substantially offset, with
limited net impact to our earnings. Therefore, the sensitivity of changes in the unobservable inputs to the option pricing
model for such instruments is substantially mitigated.
Our Level 3 instruments include unquoted equity security investments which are initially recognized at transaction cost and
subsequently measured at fair value. Where there is no active market, fair value is established based on any observable
price changes in orderly transactions for the identical or a similar investment of the same issuer. Adjustments are
determined primarily based on a market approach as of the transaction date. Refer to Note 7 "Financial Assets" for the
change in unquoted equity securities with Level 3 inputs during the years ended December 31, 2025 and 2024.
Our Level 3 instruments also include contingent consideration liabilities. We value contingent consideration liabilities using
unobservable inputs, applying the income approach, such as the discounted cash flow technique, or the probability-
weighted scenario method. Contingent consideration arrangements obligate us to pay the sellers of an acquired entity if
specified future events occur or conditions are met such as the achievement of technological or revenue milestones. We use
various key assumptions, such as the probability of achievement of the milestones (0% to 100%) and the discount rate
(between 11.4% and 11.8%), to represent the non-performing risk factors and time value when applying the income
approach. We regularly review the fair value of the contingent consideration, and reflect any change in the accrual in the
consolidated income statements in the line items commensurate with the underlying nature of milestone arrangements.
The fair value of contingent liabilities is based on internal forecasts and the weighted average cost of capital derived from
market data, which are considered Level 3 inputs. The following table summarizes the activity for the years ended
December 31, 2025 and 2024:
(in thousands)
2025
2024
Balance at beginning of year
($20,650)
($18,359)
Additions from acquisitions
(18,003)
—
Changes in fair value
4,100
(2,291)
Payments
11,800
—
Balance at end of year
($22,753)
($20,650)
As of December 31, 2025 and 2024, $16.2 million and $20.7 million, respectively, was accrued for contingent
consideration and is included in other current liabilities in the accompanying consolidated balance sheets and $6.6 million
is included in other non-current liabilities in the accompanying balance sheet as of December 31, 2025.
The estimated fair value of non-current financial debts, as disclosed in Note 16 "Financial Debts" was based on current
interest rates for similar types of borrowings. The estimated fair values may not represent actual values of the financial
instruments that could be realized as of the balance sheet date or that will be realized in the future.
The fair values of the financial instruments are presented in Note 16 "Financial Debts" and were determined as follows:
Convertible Notes: Fair value is based on an estimation using available over-the-counter market information on the
Convertible Notes due in 2027, 2031 and 2032.
German Private Placement: Fair value is based on an estimation using changes in the euro swap rates.
There were no adjustments in the years ended December 31, 2025 and 2024 for nonfinancial assets or liabilities required
to be measured at fair value on a nonrecurring basis.
26. Financial Risk Factors and Use of Derivative Financial Instruments
26.1.Financial Risks
Our risk management approach embodies the key elements of a sound risk management system including (1) active
Supervisory Board and senior management involvement; (2) adequate policies and procedures; (3) adequate risk
management, monitoring and information systems; and (4) comprehensive internal controls. Refer to the detail discussion
under the header Risk Management within the Management Report included in this annual report.
Market risk
Our market risk relates primarily to interest rate exposures on cash, short-term investments and borrowings, and foreign
currency exposures. Financial risk is centrally managed and is regulated by internal guidelines which require a continuous
internal risk analysis. The overall objective of our risk management is to reduce the potential negative earnings effects from
changes in interest and foreign exchange rates. Exposures are managed through operational methods and financial
instruments relating to interest rate and foreign exchange risks. In the ordinary course of business, we use derivative
instruments, including swaps, forwards and/or options, to manage potential losses from foreign currency exposures and
interest rates. The principal objective of such derivative instruments is to minimize the risks and/or costs associated with
global financial and operating activities. We do not utilize derivative or other financial instruments for trading or other
speculative purposes. All derivatives are recognized as either assets or liabilities in the balance sheet and are measured at
fair value with any change in fair value recognized in earnings in the period of change, unless the derivative qualifies as
an effective hedge that offsets certain exposures. In determining fair value, we consider both the counterparty credit risk
and our own creditworthiness, to the extent that the derivatives are not covered by collateral agreements with respective
counterparties.
Foreign currency exchange rates
As a global enterprise, we are subject to risks associated with fluctuations in foreign currencies with regard to our ordinary
operations. This includes foreign currency-denominated receivables, payables, debt, and other balance sheet positions as
well as future cash flows resulting from anticipated transactions including intra-group transactions. We manage our
balance sheet exposure on a group-wide basis primarily using foreign exchange forward contracts, options and cross-
currency swaps. Foreign currency transactions for the year ended December 31, 2025 resulted in a net loss of
$5.5 million and a net loss of $2.7 million for the year ended December 31, 2024. These amounts are included in other
financial results in the accompanying consolidated income statements.
A significant portion of our revenues and expenses are earned and incurred in currencies other than the U.S. dollar. The
euro is the most significant such currency, with others including the British pound, Chinese renminbi, Japanese yen, and
Swiss franc. Fluctuations in the value of the currencies in which we conduct our business relative to the U.S. dollar have
caused and will continue to cause U.S. dollar translations of such currencies to vary from one period to another. Due to the
number of currencies involved, the constantly changing currency exposures, and the potential substantial volatility of
currency exchange rates, we cannot predict the effect of exchange rate fluctuations upon future operating results. In
general terms, depreciation of the U.S. dollar against our other foreign currencies will increase reported net sales.
However, this effect is, at least partially, offset by the fact that we also incur substantial expenses in foreign currencies.
We have significant production and manufacturing facilities located in Germany and intercompany sales of inventory also
expose us to foreign currency exchange rate risk. Intercompany sales of inventory are generally denominated in the local
currency of the subsidiary purchasing the inventory in order to centralize foreign currency risk with the manufacturing
subsidiary. We use an in-house bank approach to net and settle intercompany payables and receivables as well as
intercompany foreign exchange swaps and forward contracts in order to centralize the foreign exchange rate risk to the
extent possible. We have entered in the past and may enter in the future into foreign exchange derivatives including
forwards, swaps and options to manage the remaining foreign exchange exposure.
For the presentation of market risks, IFRS 7 requires sensitivity analyses that show the effects of hypothetical changes of
relevant risk variables on profit or loss and shareholders' equity. Currency risks as defined by IFRS 7 arise on account of
financial instruments being denominated in a currency that is not the functional currency and being of a monetary nature;
differences resulting from the translation of financial statements into the Company's presentation currency are not taken into
consideration. Relevant risk variables are generally all non-functional currencies in which QIAGEN has financial
instruments.
QIAGEN is exposed to currency risks from financial derivatives. If each of the respective currency pairs for which the
Company has financial derivatives in place, which do not qualify for hedge accounting in accordance with IFRS 9, varied
from the rates used for the preparation of the consolidated financial statements, this would have had an effect on the net
income of the Company. Any effect would have been almost fully off-set by corresponding valuation adjustments in the
positions, which economically had been hedged by these financial derivatives. Accordingly, the net effect of such variance
in currency rates would not have been material.
If, at December 31, 2025, the U.S. dollar had gained or lost 10% against all identified major currencies, the estimated
effect on the fair value of the financial derivatives would have been as follows:
 
As of December 31, 2025
As of December 31, 2024
(in thousands)
10% higher
10% lower
10% higher
10% lower
Currency
 
 
 
 
Euro (EUR)
$7,124
($7,120)
$13,871
($13,871)
Australian Dollar (AUD)
538
(538)
1,038
(1,038)
Swedish Krona (SEK)
—
—
(91)
111
Japanese Yen (JPY)
(362)
408
(169)
206
Canadian Dollar (CAD)
425
(519)
284
(347)
Singapore Dollar (SGD)
35
(43)
(799)
977
Swiss Franc (CHF)
2,838
(3,469)
5,971
(7,320)
Pound Sterling (GBP)
3,332
(3,329)
533
(533)
South Korean Won (KRW)
—
—
210
(257)
Chinese Yuan (CNY)
(422)
533
(5,095)
6,237
Norwegian Krone (NOK)
180
(219)
191
(234)
Polish Zloty (PLN)
(8)
9
(706)
863
Thai Baht (THB)
1,572
(1,916)
1,505
(1,839)
Indian Rupee (INR)
147
(189)
26
(31)
Danish Krone (DKK)
429
(525)
304
(372)
Total
$15,828
($16,917)
$17,073
($17,448)
Interest rates
The Company is exposed to interest rate risk by floating rate financial debt and floating rate financial assets. This exposure
is managed by varying the proportion of fixed and floating rate debt, while all non-derivative financial assets pay interest
on floating rates. Net financial income earned on the Company's net financial assets is generally affected by changes in
the level of interest rates, principally the euro and the U.S. dollar interest rate.
At December 31, 2025, we had $838.6 million in cash and cash equivalents (2024: $663.0 million). Interest income
earned on our cash investments is affected by changes in the relative levels of market interest rates. We only invest in high-
grade investment instruments. A hypothetical adverse 10% movement in market interest rates would have impacted our
financial statements by approximately $3.9 million.
Borrowings against lines of credit are at variable interest rates. We had no amounts outstanding against our lines of credit
at December 31, 2025 and 2024. A hypothetical adverse 10% movement in market interest rates would not have
materially impacted our financial statements.
At December 31, 2025, we had total debt of $1.4 billion (2024: $1.2 billion), of which of which $164.3 million is
floating interest rate debt (2024: $198.7 million). A hypothetical adverse 10% movement in market interest rates would not
have materially impacted our financial statements.
Liquidity risk
To date, we have funded our business primarily through internally generated funds, debt and the private and public sales
of equity. Our primary use of cash has been to support continuing operations and our investing activities including capital
expenditure requirements and acquisitions. As of December 31, 2025 and 2024, we had cash and cash equivalents of
$838.6 million and $663.0 million, respectively. We also had current financial assets of $259.9 million and $489.4
million, respectively. Cash and cash equivalents are primarily held in euros and U.S. dollars, other than those cash
balances maintained in the local currency of subsidiaries to meet local working capital needs. As of December 31, 2025
and 2024, we had working capital of $1.5 billion and $1.0 billion, respectively.
We have a €400.0 million syndicated revolving credit facility expiring with a contractual life until December 2030 (with
one additional annual extension option), of which no amounts were utilized at December 31, 2025. We have two other
lines of credit amounting to €13.0 million with no expiration date, none of which were utilized as of December 31, 2025.
We also have repayment obligations of $1.4 billion of long-term financial debt (2024: $1.2 billion) as of December 31,
2025.
As of December 31, 2025, our future contractual cash obligations are as follows:
Contractual Obligations
(in thousands)
Payments Due by Period
Total
2026
2027
2028
2029
2030
Thereafter
Financial debt (1)
$1,663,977
$38,525
$184,676
$35,282
$197,322
$30,381
$1,177,791
Lease obligations
183,952
34,804
30,631
24,587
17,407
10,889
65,634
Purchase obligations
148,733
78,587
42,675
22,500
3,465
1,506
—
Trade and other accounts payable
72,656
72,656
—
—
—
—
—
License and royalty payments
18,525
1,933
1,986
1,844
1,852
1,881
9,029
Total contractual cash obligations
$2,087,843
$226,505
$259,968
$84,213
$220,046
$44,657
$1,252,454
(1)Amounts include required principal, stated at current carrying values, and interest payments. As described elsewhere in this Note 16, certain of our
debt instruments contain features which could require repayment or conversion earlier than their contractual maturity dates.
Pursuant to the purchase agreements for certain acquisitions we could be required to make additional contingent cash
payments for a previous business combination based on the achievement of certain revenue and operating result
milestones. Milestone payments total $71.9 million may be triggered through the end of 2027. Based on the current
estimate of potential milestone payments, $16.2 million is included in other current liabilities and $6.6 million is included
in other non-current liabilities in the accompanying consolidated balance sheet as of December 31, 2025. Refer to Note
25 "Fair Value Measurements" for changes in the contingent consideration liabilities.
We believe that funds from operations, existing cash and cash equivalents, together with the proceeds from our public and
private sales of equity, and availability of financing facilities, will be sufficient to fund our planned operations and
expansion during the coming year. However, any global economic downturn may have a greater impact on our business
than currently expected, and we may experience a decrease in the sales of our products, which could impact our ability to
generate cash. If our future cash flows from operations and other capital resources are not adequate to fund our liquidity
needs, we may be required to obtain additional debt or equity financing or to reduce or delay our capital expenditures,
acquisitions or research and development projects. If we could not obtain financing on a timely basis or at satisfactory
terms, or implement timely reductions in our expenditures, our business could be adversely affected.
Credit risk
Financial instruments that potentially subject us to concentrations of credit risk are cash and cash equivalents, financial
assets, and accounts receivable. We attempt to minimize the risks related to cash and cash equivalents and financial assets
by dealing with highly rated financial institutions, and investing in a broad and diverse range of financial instruments.
We have established guidelines related to credit quality and maturities of investments intended to maintain safety and
liquidity. Concentration of credit risk with respect to accounts receivable is limited due to a large and diverse customer
base, which is dispersed over different geographic areas. Allowances are maintained for potential credit losses and such
losses have historically been within expected ranges. There were no significant concentrations of credit risk during the
reporting period. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the
balance sheet.
Credit risk is managed on a Company basis, except for credit risk relating to accounts receivable balances. Each local
entity is responsible for managing and analyzing the credit risk for each of their new customers before standard payment
and delivery terms and conditions are offered. Further discussion of the allowance for doubtful accounts can be found in
Note 8 "Trade Accounts Receivable."
Counterparty risk
The financial instruments used in managing our foreign currency, equity and interest rate exposures have an element of risk
in that the counterparties may be unable to meet the terms of the agreements. To the extent that derivatives are not subject
to mutual collateralization agreements, we attempt to minimize this risk by limiting the counterparties to a diverse group of
highly rated international financial institutions. The carrying values of our financial instruments incorporate the non-
performance risk by using market pricing for credit risk. However, we have no reason to believe that any counterparties
will default on their obligations and therefore do not expect to record any losses as a result of counterparty default. To
minimize our exposure with any single counterparty, we have entered into master agreements with all derivatives trading
counterparties that require collateralization of the net market value of outstanding positions.
Fair values
The fair values of financial assets and financial liabilities are determined in accordance with the accounting policies stated
under Note 3.12 "Financial Instruments – Recognition and Initial Measurement" and Note 3.13 "Financial Instruments –
Classification and Subsequent Measurement."
Equity prices
The Warrants issued as part of the Call Spread Overlay related to the 2024 Notes, and the embedded conversion options
on 2027 Notes, 2031 Notes and 2032 Notes, discussed in Note 16 "Financial Debts" and Note 26.2 "Use of Derivative
Financial Instruments" expose us to income statement volatility due to changes in our own equity price. All Warrants related
to the 2024 Notes expired unexercised. Changes in the embedded conversion option are recognized in other financial
results. Assuming a hypothetical 10% increase or decrease in equity prices at December 31, 2025, the estimated effect
would have been approximately $45.0 million loss or $38.6 million gain, respectively (2024: $26.7 million loss or $23.1
million gain).
Commodities
We have exposure to price risk related to anticipated purchases of certain commodities used as raw materials in our
business. A change in commodity prices may alter the gross margin, but due to the limited exposure to any single raw
material, a price change is unlikely to have a material unforeseen impact on earnings.
26.2Use of Derivative Financial Instruments
Derivatives and Hedging
Objective and Strategy
In the ordinary course of business, we use derivative instruments, including swaps, forwards and/or options, to manage
potential losses from foreign currency exposures and interest bearing assets or liabilities. The principal objective of such
derivative instruments is to minimize the risks and/or costs associated with our global financial and operating activities.
We do not utilize derivative or other financial instruments for trading or other speculative purposes. We recognize all
derivatives as either assets or liabilities on the balance sheet on a gross basis, measure those instruments at fair value and
recognize the change in fair value in earnings in the period of change, unless the derivative qualifies as an effective hedge
that offsets certain exposures. We have agreed with almost all of our counterparties with whom we had entered into cross-
currency swaps, interest rate swaps or foreign exchange contracts, to enter into bilateral collateralization contracts under
which we will receive or provide cash collateral, as the case may be, for the net position with each of these counterparties.
As of December 31, 2025, cash collateral positions consisted of $0.7 million recorded in other current liabilities and
$22.5 million recorded in other current assets. As of December 31, 2024, we had cash collateral positions consisting of
$16.8 million recorded in other current liabilities and $3.2 million recorded in other current assets in the accompanying
consolidated balance sheet.
Non-Derivative Hedging Instrument
Net Investment Hedge
We are party to a foreign currency non-derivative hedging instrument that is designated and qualifies as a net investment
hedge. The objective of the hedge is to protect part of the net investment in foreign operations against adverse changes in
the exchange rate between the euro and the U.S. dollar. The non-derivative hedging instrument is the German private
corporate bond (2017 Schuldschein) which was issued in 2017 in both U.S. dollars and euros for a total of $331.1
million as described in Note 16 "Financial Debts." Since then, all but one of the tranches was paid as described in Note
16  and as of December 31, 2025, €14.5 million remains designated as a hedging instrument against a portion of our
euro net investments in our foreign operations. In July 2022, we issued an additional €370.0 million German private
corporate bond (2022 Schuldschein) as described in Note 16, and it is designated in its entirety as the hedging instrument
against a portion of our euro net investments in our foreign operations. As further discussed in Note 16 "Financial Debts."
€51.5 million of the 2022 Schuldschein matured and repaid in July 2025 and as a result, €318.5 million remained
designated as hedging instrument as of December 31, 2025. The relative changes in both the hedged item and hedging
instrument are calculated by applying the change in spot rate between two assessment dates against the respective
notional amount. The effective portion of the hedge is recorded in the cumulative translation adjustment account within
accumulated other comprehensive loss. Based on the spot rate method, the unrealized loss recorded in equity as of
December 31, 2025 and 2024 is $54.2 million and $10.7 million, respectively. Since we are using the debt as the
hedging instrument, which is also remeasured based on the spot rate method, there is no hedge ineffectiveness related to
the net investment hedge as of December 31, 2025 and 2024.
Derivatives Designated as Hedging Instruments
Cash Flow Hedges
As of December 31, 2025 and 2024, we held derivative instruments that are designated and qualify as cash flow hedges,
where the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive loss
and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains
and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment
of effectiveness are recognized in current earnings. To date, we have not recorded any hedge ineffectiveness related to
any cash flow hedges in earnings. Based on their valuation as of December 31, 2025, we expect approximately $7.8
million of derivative gains included in accumulated other comprehensive loss will be reclassified into income during the
next 12 months. The cash flows derived from derivatives are classified in the consolidated statements of cash flows in the
same category as the hedged item.
We use interest rate derivative contracts to align our portfolio of interest bearing assets and liabilities with our risk
management objectives. Since 2015, we have been a party to five cross currency interest rate swaps through 2025 for a
total notional amount of €180.0 million which qualify for hedge accounting as cash flow hedges. In September 2022, we
entered into five new cross currency interest rate swaps through 2025 for a total notional amount of CHF 542.0 million
which qualify for hedge accounting as cashflow hedges. In November 2024, we settled these cross-currency interest rate
swaps and as a result, reclassified $5.4 million of derivative losses included in accumulated other comprehensive loss to
income in other financial results in the accompanying consolidated income statement.
As of December 31, 2024, we determined that no ineffectiveness exists related to these swaps. The interest receivables of
$1.7 million were recorded in other current assets in the accompanying consolidated balance sheet as of December 31,
2024.
Derivatives Not Designated as Hedging Instruments
Call Options and Warrants
Prior to 2024, we entered into Call Options which, along with the sale of the Warrants, represented the Call Spread
Overlay entered into in connection with the 2024 cash convertible notes (2024 Notes). In these transactions, the Call
Options were intended to address the equity price risk inherent in the cash conversion feature by offsetting cash payments
in excess of the principal amount due upon any conversion of the 2024 Notes. Accordingly, the derivative is presented as
either current or long-term based upon the classification of the related debt. The 2024 Notes were repaid at maturity in
November 2024 and the Call Options expired unexercised.
Aside from the initial payment of premiums for the Call Options, we were not required to make any cash payments under
the Call Options. We were, however, entitled to receive an amount of cash generally equal to the amount by which the
market price per share of our common stock exceeded the exercise price of the Call Options during the relevant valuation
period. The exercise price under the Call Options was equal to the conversion price of the 2024 Notes.
The Call Options and Warrants, for which our common stock is the underlying security, are derivative assets and liabilities,
respectively, that require mark-to-market accounting treatment. These derivatives are measured and reported at fair value
on a recurring basis, within Level 2 of the fair value hierarchy. The change in fair value of these instruments is recognized
immediately in our consolidated income statements in other financial results.
Cash Convertible Notes Embedded Cash Conversion Option
The embedded cash conversion option within the Cash Convertible Notes due 2024 discussed in Note 16 "Financial
Debts" was required to be separated from the cash convertible notes and accounted for separately as a derivative liability,
with changes in fair value reported in our consolidated income statements in other financial results until the cash conversion
option settled or expired. The embedded cash conversion option was measured and reported at fair value on a recurring
basis within Level 2 of the fair value hierarchy.
Because the terms of the cash convertible notes' embedded cash conversion option were substantially similar to those of the
Call Options, discussed above, we expected the effect on earnings from these two derivative instruments to mostly offset
each other. In November 2024, the Cash Convertible Notes due 2024 were repaid at maturity, and the related Call
Options expired unexercised as described in Note 16, resulting in a $1.4 million gain recognized in other financial results
in the accompanying consolidated income statement.
Convertible Notes Embedded Conversion Option
The embedded conversion option within the Convertible Notes due 2027, 2031 and 2032 discussed in Note 16
"Financial Debts" was required to be separated from the convertible notes and accounted for separately as a derivative
liability, with changes in fair value reported in our consolidated income statements in other financial results until the
conversion option transaction settles or expires. The embedded conversion option was measured and reported at fair value
on a recurring basis within Level 2 of the fair value hierarchy.
Foreign Currency Derivatives
As a globally active enterprise, we are subject to risks associated with fluctuations in foreign currencies in our ordinary
operations. This includes foreign currency-denominated receivables, payables, debt, and other balance sheet positions
including intercompany items. We manage balance sheet exposure on a group-wide basis using foreign exchange forward
contracts, foreign exchange options and cross-currency swaps.
We are party to various foreign exchange forward, option and swap arrangements which had an aggregate notional
value of $488.5 million at December 31, 2025, which expire at various dates through October 2026. At December 31,
2024, these arrangements had an aggregate notional value of $645.7 million, which expired at various dates through July
2025. The transactions have been entered into to offset the effects from short-term balance sheet exposure to foreign
currency exchange risk. Changes in the fair value of these arrangements have been recognized in other financial results in
the accompanying consolidated income statement.
Interest Rate Derivatives
In November 2024, we entered into eight new cross-currency interest rate swaps with various maturities through 2026 for
a total notional amount of CHF 280.0 million that are not designated as hedges. In May 2025, two of the eight cross-
currency interest rate swaps with a notional amount of CHF 70.0 million were settled and subsequently, we entered into
two new cross-currency interest rate swaps through 2028 for a notional amount of CHF 70.0 million. In November 2025,
two of the eight cross-currency interest rate swaps with a notional amount of CHF 70.0 million were settled and
subsequently, we entered into two new cross-currency interest rate swaps through 2027 for a notional amount of
CHF 70.0 million. Changes in the fair value of these arrangements have been recognized in other financial results in the
accompanying consolidated income statement. As of December 31, 2025 and December 31, 2024, interest receivables of
$1.1 million and $1.4 million, respectively, are recorded in other current assets in the accompanying consolidated
balance sheets.
Fair Values of Derivative Instruments
The following table summarizes the fair value amounts of derivative instruments reported in the consolidated balance sheets
as of December 31, 2025 and 2024:
 
2025
2024
(in thousands)
Current
Asset
Non-current
Asset
Current
Asset
Non-current
Asset
Assets:
Derivative instruments designated as hedges
Interest rate contracts - cash flow hedge (1)
$—
$—
$14,340
$—
Total derivative instruments designated as hedges
—
—
14,340
—
Undesignated derivative instruments
Foreign exchange forwards and options
2,448
—
5,761
—
Interest rate contracts - cash flow hedge (1)
—
—
3,503
3,174
Total undesignated derivative instruments
2,448
—
9,264
3,174
Total derivative assets
$2,448
$—
$23,604
$3,174
(in thousands)
2025
2024
Current
Liability
Non-current
Liability
Current
Liability
Non-current
Liability
Liabilities:
Undesignated derivative instruments
Embedded conversion option
—
(131,613)
(8,883) (2)
(80,726) (2)
Foreign exchange forwards and options
(1,978)
—
(13,752)
—
Interest rate contracts - cash flow hedge(1)
(18,194)
(4,169)
—
—
Total undesignated derivative instruments
(20,172)
(135,782)
($22,635)(2)
($80,726)(2)
Total derivative liabilities
($20,172)
($135,782)
($22,635)(2)
($80,726)(2)
(1)The fair value amounts for the interest rate contracts do not include accrued interest.
(2) The December 31, 2024 balances for the current portion and non-current portion of derivative liability for embedded conversion option revised to
correct the classification. See Note 1.
27. Capital Management
The primary objectives of the Group's capital management are to safeguard the Group's ability to continue as a going
concern and to ensure financial flexibility to execute the Group's strategic growth targets. We regularly review our capital
structure to ensure a low cost of capital to enhance shareholder value. The Group's overall strategy remains unchanged
from 2024 and we are not subject to any externally imposed capital requirements. All common shares issued are fully
paid.
In June 2025, our shareholders approved a cash dividend totaling $54.2 million, which was paid in July 2025 as further
discussed in Note 18 "Equity."
In September 2025, we issued a $750.0 million aggregate principal amount of 2.0% coupon convertible notes due 2032
(2032 Notes). The 2032 Notes will mature on September 4, 2032, unless converted in accordance with their terms prior
to such date as described more fully in Note 16 "Financial Debts."
In September 2024, we issued $500.0 million aggregate principal amount of 2.5% coupon Convertible Notes due 2031
(2031 Notes). The 2031 Notes will mature on September 10, 2031 unless converted in accordance with their terms prior
to such date as described more fully in Note 16 "Financial Debts."
In December 2020, we issued a $500.0 million aggregate principal amount of zero-coupon convertible notes due in 2027
(2027 Notes). During the year on the December 17, 2025, put date, $474.0 million of the 2027 Notes was repaid at the
election of the bondholders, after which the remaining $26.0 million was reclassified to long-term debt. The remaining
2027 Notes will mature on December 17, 2027, unless converted in accordance with their terms prior to such date as
described more fully in Note 16 "Financial Debts."
In November 2024 we repaid $500.0 million of 2024 Notes at maturity.
In July and August 2022, we completed a German private placement bond (2022 Schuldschein), which was issued in
various tranches totaling €370.0 million ($371.5 million) that have maturities through 2035 as described more fully in
Note 16. The interest rate is linked to our ESG performance. Following the July 2025 repayment of $60.2 million at
maturity, $373.7 million remains outstanding as of December 31, 2025.
In 2017, we completed a German private placement (2017 Schuldschein) consisting of various tranches denominated in
U.S. dollars or euros at either floating or fixed rates, and due at various dates through June 2027. As of December 31,
2025, a total of $17.0 million is outstanding.
In January 2026, we completed a synthetic share repurchase that combined a direct capital repayment with a reverse
stock split. The transaction was announced on December 18, 2025, and executed on January 8, 2026, and involved an
approach used by various large, multinational Dutch companies to provide returns to all shareholders in a faster and more
efficient manner than traditional open-market repurchases. A total $496.7 million was returned to shareholders through the
transaction, which reduced the total number of issued common shares by approximately 5.0% to 206.8 million (of which
0.7 million are held in Treasury shares) as of January 31, 2026.
In January 2025, we completed a synthetic share repurchase that combined a direct capital repayment with a reverse
stock split. The transaction was announced on January 12, 2025. $280.1 million was returned to shareholders through the
transaction, which reduced the total number of issued Common Shares by approximately 2.8% to 217.7 million (of which
1.6 million are held in Treasury Shares) as of January 31, 2025.
In January 2024, we completed a synthetic share repurchase that combined a direct capital repayment with a reverse
stock split. The transaction was announced on January 7, 2024. $292.1 million was returned to shareholders through the
transaction, which reduced the total number of issued Common Shares by approximately 3.0% to 223.9 million (of which
2.5 million are held in Treasury Shares) as of January 31, 2024.
An important indicator of capital management efforts is the ratio of shareholders' equity compared to total assets as shown
on the consolidated balance sheet:
(in thousands, except of ratio)
2025
2024
Shareholders' equity attributable to equity holders of the parent
$3,921,524
$3,697,839
Total assets
$6,347,783
$5,756,207
Shareholders' equity ratio in %
62%
64%
Total financial debt consists of convertible notes, cash convertible notes and private placements as discussed in Note 16
"Financial Debts." The changes in financial debts reconciled to the cash flows arising from financing activities as follows:
Reconciliation of Liabilities Arising from Financing Activities
Total financial debt consists of cash convertible notes and private placements as discussed in Note 16. The changes in
financial debts reconciled to the cash flows arising from financing activities as follows:
(in thousands)
At December 31,
2024
Cash flows
Amortization of
debt discount
and issuance
costs (1)
Embedded
derivative
Foreign currency
and other (2)
At December 31,
2025
Convertible notes
$841,485
$268,318
$2,798
($59,288)
($291)
$1,053,022
German Private Placement (Schuldschein)
398,725
(60,167)
244
—
51,978
390,780
Total non-current debt
1,240,210
208,151
3,042
(59,288)
51,687
1,443,802
Lease liability
120,993
(31,794)
—
—
69,856
159,055
Total liabilities from financing activities
$1,361,203
$176,357
$3,042
($59,288)
$121,543
$1,602,857
(1)Total amortization of debt discount and issuance costs for the year ended December 31, 2025 totaled $3.4 million, which included $0.3 million costs related to the €400.0 million syndicated multi-
currency revolving credit facility. No amounts were utilized at December 31, 2025.
(2)For the year ended December 31, 2025, the Convertible notes are net of debt issuance costs. Also during 2025, the German Private Placement experienced unrealized foreign currency loss totaling $43.5
million.
(in thousands)
At December 31,
2023
Cash flows
Amortization of
debt discount
and issuance
costs (1)
Embedded
derivative
Foreign currency
and other (2)
At December 31,
2024
Cash convertible notes
$483,019
($500,000)
$16,981
$—
$—
$—
Convertible notes
443,818
494,211
784
(97,287)
(41)
841,485
German Private Placement (Schuldschein)
528,906
(101,536)
203
—
(28,848)
398,725
Total non-current debt
1,455,743
(107,325)
17,968
(97,287)
(28,889)
1,240,210
Lease liability
101,331
(27,306)
—
—
46,968
120,993
Total liabilities from financing activities
$1,557,074
($134,631)
$17,968
($97,287)
$18,079
$1,361,203
(1)Total amortization of debt discount and issuance costs for the year ended December 31, 2024 totaled $18.4 million, which included $0.5 million costs related to the €400.0 million syndicated multi-
currency revolving credit facility. No amounts were utilized at December 31, 2024.
(2)For the year ended December 31, 2024, the Convertible notes are net of debt issuance costs. Also during 2024, the German Private Placement experienced unrealized foreign currency gain totaling
$24.6 million.
28. Consolidated Companies
The following is a list of the Company's subsidiaries as of December 31, 2025 , other than certain subsidiaries that did not
in the aggregate constitute a significant subsidiary.
Company Name
Jurisdiction
of Incorporation
Ownership
Voting Rights
Amnisure International LLC
U.S.
100%
100%
GNX Data Systems Inc.
U.S.
100%
100%
GNX Data Systems Ltd.
Israel
100%
100%
Parse Biosciences Inc.
U.S.
100%
100%
QIAGEN Aarhus A/S
Denmark
100%
100%
QIAGEN AB
Sweden
100%
100%
QIAGEN AG
Switzerland
100%
100%
QIAGEN Australia Holding Pty. Ltd.
Australia
100%
100%
QIAGEN Benelux B.V. (2)
Netherlands
100%
100%
QIAGEN Beverly LLC
U.S.
100%
100%
QIAGEN Biotecnologia Brasil Ltda.
Brazil
100%
100%
QIAGEN Business Management MEA Ltd.
UAE
100%
100%
QIAGEN China (Shanghai) Co., Ltd.
China
100%
100%
QIAGEN Deutschland Holding GmbH
Germany
100%
100%
QIAGEN Distribution B.V. (2)
Netherlands
100%
100%
QIAGEN France S.A.S.
France
100%
100%
QIAGEN Gaithersburg LLC
U.S.
100%
100%
QIAGEN Gdańsk Sp. z.o.o.
Poland
100%
100%
QIAGEN GmbH (1)
Germany
100%
100%
QIAGEN Hamburg GmbH (1)
Germany
100%
100%
QIAGEN Healthcare Biotechnologies Limited (3)
U.K.
100%
100%
QIAGEN Healthcare Biotechnologies Systems GmbH
Germany
100%
100%
QIAGEN Healthcare Biotechnologies Systems Limited (3)
U.K.
100%
100%
QIAGEN Hong Kong Pte. Ltd.
China
100%
100%
QIAGEN Inc.
Canada
100%
100%
QIAGEN India Pvt. Ltd.
India
100%
100%
QIAGEN K.K.
Japan
100%
100%
QIAGEN Korea Ltd.
Korea (South)
100%
100%
QIAGEN LLC
U.S.
100%
100%
QIAGEN Ltd.
U.K.
100%
100%
QIAGEN Luxembourg S.à r.l.
Luxembourg
100%
100%
QIAGEN Manchester Ltd.
U.K.
100%
100%
QIAGEN Manila Inc.
Philippines
100%
100%
QIAGEN North American Holdings, Inc.
U.S.
100%
100%
QIAGEN POLAND INVEST Fundusz Inwestycyjny Zamknięty Aktywów
Niepublicznych
Poland
100%
100%
QIAGEN Polska Sp.z.o.o.
Poland
100%
100%
QIAGEN Pty. Ltd.
Australia
100%
100%
QIAGEN Redwood City, Inc.
U.S.
100%
100%
QIAGEN S.r.l.
Italy
100%
100%
QIAGEN Sciences, LLC
U.S.
100%
100%
QIAGEN Singapore Pte. Ltd.
Singapore
100%
100%
QIAGEN Taiwan Co. Ltd.
Taiwan
100%
100%
QIAGEN Wroclaw Sp.z.o.o.
Poland
100%
100%
STAT-Dx Life S.L.
Spain
100%
100%
Verogen, Inc.
U.S.
100%
100%
(1)QIAGEN GmbH (registered under HRB 45822 Trade Register Duesseldorf, Germany) and QIAGEN Hamburg GmbH (registered under HRB 71271
Trade Register Duesseldorf, Germany) are exempt from the audit of individual accounts requirements under Section 264 (3) of the German
Commercial Code.
(2)QIAGEN Benelux B.V. (registered under #12053316 in the Netherlands Chamber of Commerce) and QIAGEN Distribution B.V. (registered under
#64026795 in the Netherlands Chamber of Commerce) are exempt from the audit of individual accounts requirements under Section 403 of the Dutch
Civil Code.
(3)QIAGEN Healthcare Biotechnologies Limited (registration #11561466) and QIAGEN Healthcare Biotechnologies Systems Limited (registration
#11562019) are exempt from the audit of individual accounts requirements under Section 479A of the 2006 U.K. Companies Act.
29. Fees Paid to External Auditors
At our 2025 Annual General Meeting of Shareholders on June 26, 2025 our shareholders appointed EY Accountants B.V.
to serve as our external auditor for our statutory consolidated financial statements prepared in accordance with
International Financial Reporting Standards as adopted by the EU for the year ended December 31, 2025.
For the year ended December 31, 2024, KPMG Accountants N.V. served as our external auditor for our statutory
consolidated financial statements prepared in accordance with International Financial Reporting Standards as adopted by
the EU.
Set forth below are the total fees billed (or expected to be billed), on a consolidated basis, by the independent auditor or
their affiliates for providing audit and other professional services in each of the last two years.
For the Year Ended December 31
2025
2024
(in thousands)
EY Accountants
B.V.
EY Network
Total
KPMG
Accountants N.V.
KPMG Network
Total
Audit fees
$589
$2,490
$2,992
$785
$2,157
$2,942
Consolidated financial statements
589
2,403
2,905
785
2,414
2,414
Statutory financial statements
—
87
87
—
528
528
Audit-related fees
249
—
249
541
—
541
Sustainability related audit fees
249
—
249
433
—
433
Other audit-related fees
—
—
—
108
—
108
Tax fees
—
31
31
—
81
81
All other fees
—
—
—
—
—
—
Total fees paid to external auditors
$838
$2,521
$3,272
$1,326
$2,238
$3,564
Audit fees consist of fees and expenses billed for the annual audit and quarterly review of QIAGEN’s consolidated
financial statements. They also include fees billed for other audit services, which are those services that only the auditor can
provide.
Audit-related fees consist of fees and expenses for services that are related to the performance of the audit or review of
QIAGEN’s financial statements and are not reported under audit fees. These fees primarily relate to providing assurance
on sustainability reporting and consultations concerning financial accounting of capital market transactions and reporting
standards.
Tax fees include fees and expenses billed for tax compliance, tax planning and tax advice services.
All other fees include fees and expenses billed for services, other than those described above, as approved by the Audit
Committee
30. Subsequent Events
Events that occurred after the balance sheet date that provide no information on the actual situation at the balance sheet
date are not recognized in the financial statements. When those events are relevant for the economic decisions of users of
the financial statements, the nature and the estimated financial effects of those events are disclosed in the financial
statements.
In January 2026, we completed a synthetic share repurchase that combined a direct capital repayment with a reverse
stock split as discussed in Note 18 "Equity."
QIAGEN N.V. Company Financial Statements
QIAGEN N.V. Company Balance Sheets (Before appropriation of net income)
(in thousands)
As of December 31,
Notes
2025
2024 (Restated)
Assets
Fixed assets:
Intangible fixed assets:
Goodwill
(2)
$307,045
$227,245
Tangible fixed assets:
Property, plant and equipment
(3)
367
451
Right-of-use assets
(3)
1,540
364
Financial fixed assets:
Non-current financial assets
(4)
406
406
Financial fixed assets
(4)
5,826,162
4,900,670
Derivative financial instruments
(9)
—
3,174
Deferred tax assets
4,732
3,000
Other financial fixed assets
(4)
2,674
2,934
Total fixed assets
6,142,926
5,138,244
Current assets:
Trade and other receivables:
Receivables from group companies
(5)
754,817
1,239,009
Prepaid and other current assets
(5)
30,702
15,199
Securities:
Current financial assets
(4)
259,913
489,437
Derivative financial instruments
(9)
2,448
23,604
Cash and cash equivalents:
Cash
735,623
575,528
Total current assets
1,783,503
2,342,777
Total assets
$7,926,429
$7,481,021
The accompanying notes are an integral part of these company financial statements. See Note 1.1 "Revision of Previously Issued Financial Statements."
QIAGEN N.V. Company Balance Sheets (Before appropriation of net income)
(in thousands)
As of December 31,
Notes
2025
2024 (Restated)
Liabilities and equity
Shareholders' equity:
Common shares
(6)
$2,459
$2,423
Share premium
(7)
1,484,901
1,715,510
Legal reserves
(7)
(277,485)
(381,240)
Other reserves
(7)
401
282
Treasury shares
(31,816)
(74,915)
Retained earnings
2,306,096
2,278,681
Net income for the period
436,968
157,098
Total shareholders' equity
3,921,524
3,697,839
Non-current liabilities:
Non-current financial debts
(8)
1,443,802
742,378
Derivative financial instruments
(9)
135,782
80,726
Other non-current liabilities
1,578
49
Total non-current liabilities
1,581,162
823,153
Current liabilities:
Current portion of non-current financial debts
(8)
—
497,832
Accounts payable trade
941
673
Payables to group companies
2,365,384
2,384,349
Derivative financial instruments
(9)
20,173
22,636
Accrued liabilities
37,245
54,539
Total current liabilities
2,423,743
2,960,029
Total liabilities and shareholders' equity
$7,926,429
$7,481,021
The accompanying notes are an integral part of these company financial statements. See Note 1.1 "Revision of Previously Issued Financial Statements."
QIAGEN N.V. Company Income Statements
(in thousands)
Years ended December 31,
Notes
2025
2024 (Restated)
Operating expenses:
Sales and marketing expense
($219)
($596)
General and administrative expense
(29,380)
(26,895)
Other operating expense
(379)
(250)
Total operating expenses, net
(29,978)
(27,741)
Loss from operations
(29,978)
(27,741)
Financial income
(4)
102,645
113,384
Financial expense
(8)
(82,353)
(82,493)
Other financial results
(9)
22,656
48,337
Total finance income, net
42,948
79,228
Income before income taxes
(10)
12,970
51,487
Income tax expenses
(2,192)
(2,796)
Income after income tax
10,778
48,691
Share in results from participating interests, after tax
(4)
426,190
108,407
Net income for the period
$436,968
$157,098
The accompanying notes are an integral part of these company financial statements. See Note 1.1 "Revision of Previously Issued Financial Statements."
QIAGEN N.V. Company Statements of Changes in Equity
(in thousands)
Common shares
Share
premium
Retained
earnings
Net result
Legal
reserves
Other
reserves
Treasury shares
Total
shareholders'
equity
Notes
Shares
Amount
Shares
Amount
Balance at January 1, 2024
230,829
2,496
1,965,581
1,893,546
484,808
(347,069)
812
(2,627)
(133,023)
3,867,151
Capital repayment
(6,925)
(101)
(292,672)
—
—
—
—
79
—
(292,773)
Appropriation of prior year
net income
—
—
—
484,808
(484,808)
—
—
—
—
—
Net income for period
—
—
—
—
157,098
—
—
—
—
157,098
Effect from share in results in
equity method investees
(7)
—
—
—
(3,203)
—
3,203
—
—
—
—
Effect from capitalized
development costs
(7)
—
—
—
(4,173)
—
4,173
—
—
—
—
Effect from foreign currency
translation
(7)
—
28
—
(28)
—
(69,631)
—
—
—
(69,631)
Effect from derivative hedges
(7)
—
—
—
—
—
28,084
—
—
—
28,084
Effect from pension reserve
(7)
—
—
—
—
—
—
(530)
—
—
(530)
Tax benefit of employee stock
plans
—
—
(1,026)
—
—
—
—
—
—
(1,026)
Stock awards and options
—
—
43,627
(92,269)
—
—
—
1,734
92,269
43,627
Tax withholding related to
vesting of stock awards
—
—
—
—
—
—
—
(800)
(34,161)
(34,161)
Balance at December
31, 2024 (Restated)
223,904
$2,423
$1,715,510
$2,278,681
$157,098
($381,240)
$282
(1,614)
($74,915)
$3,697,839
Common shares
Share
premium
Retained
earnings
Net result
Legal
reserves
Other
reserves
Treasury shares
Total
shareholders'
equity
Notes
Shares
Amount
Shares
Amount
Balance at January 1, 2025
223,904
$2,423
$1,715,510
$2,278,681
$157,098
($381,240)
$282
(1,614)
($74,915)
$3,697,839
Capital repayment
(6,219)
(72)
(280,110)
—
—
—
—
45
—
(280,182)
Appropriation of prior year
net income
—
—
—
157,098
(157,098)
—
—
—
—
—
Net income for period
—
—
—
—
436,968
—
—
—
—
436,968
Effect from share in results in
equity method investees
(7)
—
—
—
(2,406)
—
2,406
—
—
—
—
Effect from capitalized
development costs
(7)
—
—
—
(2,557)
—
2,557
—
—
—
—
Effect from foreign currency
translation
(7)
—
108
—
(108)
—
146,060
—
—
—
146,060
Effect from derivative hedges
(7)
—
—
—
—
—
(47,268)
—
—
—
(47,268)
Effect from pension reserve
(7)
—
—
—
—
—
—
119
—
—
119
Cash dividend declared,
$0.25 per share
—
—
—
(54,243)
—
—
—
—
—
(54,243)
Tax benefit of employee stock
plans
—
—
(899)
—
—
—
—
—
—
(899)
Stock awards and options
—
—
50,400
(70,369)
—
—
—
1,473
70,369
50,400
Tax withholding related to
vesting of stock awards
—
—
—
—
—
—
—
(668)
(27,270)
(27,270)
Balance at December
31, 2025
217,685
$2,459
$1,484,901
$2,306,096
$436,968
($277,485)
$401
(764)
($31,816)
$3,921,524
The accompanying notes are an integral part of these company financial statements. See Note 1.1 "Revision of Previously Issued Financial Statements."
1. Accounting Policies
These company financial statements have been prepared in accordance with Part 9 of Book 2 of the Dutch Civil Code. For
setting the principles for the recognition and measurement of assets and liabilities and determination of results for its
separate financial statements, the Company makes use of the option provided in section 2:362(8) of the Dutch Civil Code.
This means that the principles for the recognition and measurement of assets and liabilities and determination of the result
(hereinafter referred to as principles for recognition and measurement) of the separate financial statements of the Company
are the same as those applied for the consolidated EU-IFRS financial statements. These principles also include the
classification and presentation of financial instruments, being financial assets, loans and receivables, cash and financial
liabilities and commitments. In case no other principles are mentioned, refer to the accounting principles as described in
the consolidated financial statements. For an appropriate interpretation of these statutory financial statements, the company
financial statements should be read in conjunction with the consolidated financial statements.
Information on the use of financial instruments and on related risks for the group is provided in the notes to the
consolidated financial statements of the group.
All amounts are presented in U.S. dollars rounded to the nearest thousand, unless otherwise indicated.
Participating interests in group companies
Group companies are all entities in which the Company has directly or indirectly control. The Company controls an entity
when it is exposed, or has rights, to variable returns from its involvement with the group company and has the ability to
affect those returns through its power over the group company. Group companies are recognized from the date on which
control is obtained by the Company and derecognized from the date that control by the Company over the group company
ceases. Participating interests in group companies are accounted for in the company financial statements according to the
net asset value, with separate presentation of the goodwill component under intangible fixed assets, with the principles for
the recognition and measurement of assets and liabilities and determination of results as set out in the notes to the
consolidated financial statements.
Participating interests with a negative net asset value are valued at nil. This measurement also covers any receivables
provided to the participating interests that are, in substance, an extension of the net investment. In particular, this relates to
loans for which settlement is neither planned nor likely to occur in the foreseeable future. A share in the profits of the
participating interest in subsequent years will only be recognized if and to the extent that the cumulative unrecognized
share of loss has been absorbed. If the Company fully or partially guarantees the debts of the relevant participating
interest, or if has the constructive obligation to enable the participating interest to pay its debts (for its share therein), then a
provision is recognized accordingly to the amount of the estimated payments by the Company on behalf of the
participating interest.
Share of result of participating interests
The share in the result of participating interests consists of the share of the Company in the result of these participating
interests. Results on transactions involving the transfer of assets and liabilities between the Company and its participating
interests and mutually between participating interests themselves, are eliminated to the extent that they can be considered
as not realized.
The Company shall eliminate any expected credit losses on intercompany loans or receivables against the book value of
the intercompany loan or receivable in accordance with Directive 100.107a of the Dutch Accounting Standards Board.
1.1 Revision of Previously Issued Financial Statements
During 2025, we identified two matters affecting our previously issued consolidated financial statements as of and for the
year ended December 31, 2024. The first matter relates to the classification of $444.4 million of debt and $8.9 million of
derivative liability related to the embedded conversion option that had previously been reported as non-current as of
December 31, 2024 and should have been classified as current under IFRS due to the December 17, 2025 bondholder
put date with respect to the $500.0 million aggregate principal amount of 0.000% Senior Unsecured Convertible Notes
due 2027. The second matter relates to the accounting for the embedded conversion feature in our 2.500% Convertible
Notes due 2031 issued on September 10, 2024. Under IFRS, the embedded conversion feature is required to be
separated from the host debt instrument and accounted for separately at inception. In the previously issued consolidated
financial statements as of and for the year ended December 31, 2024, the required initial bifurcation of the embedded
conversion feature was omitted and the derivative liability was incorrectly recorded with a debit to profit or loss.
Accordingly, the accompanying consolidated financial statements as of and for the year ended December 31, 2024 have
been restated to correct the errors.
The errors have been corrected by restating each of the affected financial statement line items for the prior periods as
follows:
December 31,
2024
(in thousands, except per share data)
Impact
Impact on Balance Sheet (increase/(decrease))
Current financial debts
$444,351
Derivative financial instruments
$8,883
Total current liabilities
$453,234
Non-current financial debts
($541,638)
Derivative financial instruments
($8,883)
Total non-current liabilities
($550,521)
Net impact on equity
$97,287
Impact on Income Statement (increase in profit)
Other financial results
$97,287
Net income
$97,287
2. Intangible Fixed Assets
Goodwill
The changes in the carrying amount of goodwill for the years ended December 31, 2025 and 2024 are as follows:
(in thousands)
2025
2024
Balance at beginning of year
$227,245
$240,510
Goodwill acquired during the year
48,259
—
Currency adjustments
31,541
(13,265)
Balance at end of year
$307,045
$227,245
In 2025, the changes in goodwill resulted from goodwill acquired and foreign currency translation. In 2024 , the changes
in goodwill resulted from foreign currency translation.
All goodwill is monitored and tested in the consolidated Group as disclosed in Note 12 "Goodwill and Intangible Assets"
of the consolidated financial statements.
3. Tangible Fixed Assets
Property, Plant and Equipment
The changes in property, plant and equipment for the years ended December 31, 2025 and 2024 are as follows:
(in thousands)
2025
2024
Balance at beginning of year
$451
$537
Additions
2
3
Depreciation
(86)
(89)
Balance at end of year
$367
$451
During 2024, $0.5 million of fully depreciated tangible fixed assets were retired. The historic cost as of December 31,
2025 and 2024 for property, plant and equipment was $1.3 million. As of December 31, 2025 and 2024, accumulated
amortization was $0.9 million and $0.8 million, respectively.
Right-of-use Assets
Right of use assets totaled $1.5 million and $0.4 million at December 31, 2025 and 2024, respectively, and consist
primarily of office and buildings, subject to lease arrangements.
4. Financial Fixed Assets
Financial Assets
At December 31, 2025 and 2024 , the Company holds investments as summarized in the following table:
(in thousands)
2025
2024
Unquoted equity securities
$406
$406
Unquoted debt securities
259,913
489,437
Financial assets
$260,319
$489,843
thereof current financial assets
$259,913
$489,437
thereof non-current financial assets
$406
$406
Information on the accounting for these financial assets is provided in Note 7 "Financial Assets" to the Consolidated
Financial Statements of the Group.
Financial Fixed Assets
Financial fixed assets include our investments in group companies, loans to group companies and investments in other
interests where we have a significant influence. The financial fixed assets are presented in the balance sheet based on
either their net assets value in accordance with the aforementioned accounting principles of the Consolidated Financial
Statements, or at amortized cost. There are no indications the fair value of the financial assets are lower than the values as
presented in the balance sheet as of December 31, 2025.
(in thousands)
Total
 
Participating
interests in group
companies
Loans
receivable
Other
participating
interests
January 1, 2025
$4,900,670
$4,480,968
$407,895
$11,807
Capital payments / additions
562,252
178,027
382,348
1,877
Reclassified to current receivable (1)
(158,558)
—
(158,558)
—
Dividends received
(103,516)
(103,516)
—
—
Results from participating interests, after tax
426,190
426,986
—
(796)
Net actuarial loss
119
119
—
—
Effect of exchange rates
186,988
146,762
40,226
—
Other
12,017
12,017
—
—
December 31, 2025
$5,826,162
$5,141,363
$671,911
$12,888
(1) Reclassified to current receivable and subsequently repaid during the year.
(in thousands)
Total
 
Participating
interests in group
companies
Loans
receivable
Other
participating
interests
January 1, 2024
$5,317,420
$3,434,473
$1,873,341
$9,606
Capital payments / additions
1,500,562
1,339,310
158,559
2,693
Sales / repayments
(21,183)
(12,689)
(8,494)
—
Reclassified to current receivable (1)
(769,223)
—
(769,223)
—
Contributed to subsidiary
(750,000)
—
(750,000)
—
Impairment
(1,975)
—
—
(1,975)
Dividends received
(355,620)
(355,620)
—
—
Results from participating interests, after tax
108,407
106,924
—
1,483
Net actuarial loss
(530)
(530)
—
—
Effect of exchange rates
(164,203)
(68,743)
(95,460)
—
Other
37,015
37,843
(828)
—
December 31, 2024
$4,900,670
$4,480,968
$407,895
$11,807
(1) Reclassified to current receivable and subsequently repaid during the year.
Loans receivable are loans with group companies and comprise loans denominated in euro, Swiss franc, British pound,
and U.S. dollar with maturities between May 2026 and September 2032, repayable at maturity or at any time prior to
maturity. Interest on loans receivable is calculated based upon agreed contractual interest rates, with intercompany loans
priced at arm’s length, taking into account factors like the credit quality of the counterparty, tax implications, swap rates,
country risks and currency risks.
Refer to Note 11 "Subsidiaries" for a list of our main subsidiaries.
Other Financial Fixed Assets
Other financial fixed assets primarily consist of prepayments and as of December 31, 2025 and 2024 totaled $2.7 million
and $2.9 million, respectively.
5. Trade and Other Receivables
The receivables are carried at amortized cost, which is a reasonable approximation of fair value given the short maturities
of the positions. All receivables have a maturity shorter than one year.
Receivables from Group Companies
The receivables from group companies includes intercompany accounts receivables, receivables from the group related to
amounts due under stock plan reimbursement agreements and intercompany short-term loans receivable. At the
consolidated Group, cash and liquidity needs are managed through in-house banking agreements, including observing
and managing intercompany receivables and intercompany payables across the various group companies. In this process,
intercompany balances can earn interest income or incur interest expense depending on the position, with interest charged
at arms-length interest rates. QIAGEN N.V. recorded a net settlement of $13.4 million and $7.9 million of financial income
from these transactions for the years ended December 31, 2025 and 2024, respectively.
(in thousands)
2025
2024
Intercompany accounts receivable
$514,748
$816,890
Intercompany receivables related to stock plan reimbursement agreements
63,453
80,585
Intercompany short-term loans receivable
176,616
341,534
Receivables from group companies
$754,817
$1,239,009
Prepaid and Other Current Assets
Prepaid expenses and other current assets are summarized as follows as of December 31, 2025 and 2024:
(in thousands)
2025
2024
Cash collateral
$22,530
$3,246
Other receivables
5,288
10,564
Income taxes receivable
1,059
—
Prepaid expenses
1,613
1,201
Value-added tax
212
188
Prepaid and other current assets
$30,702
$15,199
The cash collateral asset represent amounts we may receive under bilateral collateralization contracts that we have agreed
with almost all of our counterparties with whom we had entered into cross-currency swaps, interest rate swaps or foreign
exchange contracts. Under these contracts, we will receive or provide cash collateral, as the case may be, for the net
position with each of these counterparties.
6. Common Shares
The authorized classes of our shares consist of Common Shares, Preference Shares and Financing Preference Shares. No
Financing Preference Shares or Preference Shares have been issued. The Company had the following authorized shares
issued and outstanding as of December 31, 2025 and 2024:
Authorized, (in thousands)
2025
2024
Common shares
410,000
410,000
Preference shares
450,000
450,000
Financing preference shares
40,000
40,000
At December 31st
900,000
900,000
Issued and outstanding, (in thousands)
2025
2024
Common shares issued
217,685
223,904
Treasury shares
(764)
(1,614)
Outstanding at December 31st
216,921
222,290
Par value in EUR per share
2025
2024
Common shares
0.01
0.01
Preference shares
0.01
0.01
Financing preference shares
0.01
0.01
Par value (in thousands)
2025
2024
Common shares issued at December 31st in EUR
2,177
2,239
Common shares issued at December 31st in USD
2,459
2,423
7. Equity
Share Premium
The share premium concerns the income from the issuing of shares in so far as this exceeds the nominal value of the shares
(above par income). Of share premium, no legal restrictions apply to the distribution thereof and therefore can be
considered freely distributable.
Legal Reserves
Legal reserves as of December 31, 2025 and 2024 were $(277.5) million and $(381.2) million, respectively, and include
the following amounts:
(in thousands)
2025
2024
Cumulative foreign currency translation adjustment
($276,751)
($422,811)
Capitalized development costs related to subsidiaries
50,212
47,655
Share in results from equity accounted investees
5,609
3,203
Cash flow hedge reserve
(56,555)
(9,287)
Legal reserves
($277,485)
($381,240)
The legal reserves set up in connection with the capitalized development costs related to subsidiaries as described in Note
12 "Goodwill and Intangible Assets" to the Consolidated Financial Statements of the Group. As a result of the
capitalization and subsequent amortization of these capitalized development costs, the net impact on the legal reserves
was $2.6 million and $4.2 million for the years ended December 31, 2025 and 2024, respectively. In 2025 and 2024.
we set up  $2.4 million and $3.2 million, respectively, of legal reserves for our share in results from equity accounted
investees. Legal reserves are restricted for distribution.
Other Reserves
Other reserves, which have no legal restrictions to distribute, as of December 31, 2025 and 2024 include the amounts as
follows.
(in thousands)
2025
2024
Pension reserve, net of tax
$401
$282
8. Financial Debts and Payables to Group Companies
Financial Debts
Information on the current and non-current portions of our financial debts are provided under Note 16 "Financial Debts" to
the Consolidated Financial Statements of the Group.
The revolving facility agreement contains certain non-financial covenants including, but not limited to, restrictions on the
encumbrance of assets. We were in compliance with these covenants at December 31, 2025.
At December 31, 2025, we had $1.4 billion of financial debts and are included in non-current liabilities in the
accompanying balance sheet of QIAGEN N.V.
During the years ended December 31, 2025 and 2024, financial expense of $82.4 million and $82.5 million,
respectively, is included in the accompanying income statement of QIAGEN N.V. and is primarily associated with these
financial debts.
Payables to Group Companies
The payables to group companies include intercompany accounts payable and intercompany short-term loans payable. The
payables are carried at amortized cost, which is a reasonable approximation of fair value given the short maturities of the
positions. At the consolidated Group, cash and liquidity needs are managed through in-house banking agreements,
including observing and managing intercompany receivables and intercompany payables across the various group
companies. In this process, intercompany balances can earn interest income or incur interest expense depending on the
position, with interest charged at arms-length interest rates. QIAGEN N.V. recorded a net settlement of $46.2 million and
$36.3 million of financial expense from these transactions for the years ended December 31, 2025 and 2024,
respectively.
(in thousands)
2025
2024
Intercompany accounts payable
$2,365,384
$2,335,577
Intercompany short-term loans payable
—
48,772
Payables to group companies
$2,365,384
$2,384,349
9. Financial Instruments
Information on the use of financial instruments and on related risks is provided in Note 26 "Financial Risk Factors and Use
of Derivative Financial Instruments" to the Consolidated Financial Statements of the Group and includes information about
the Group's exposure to these risks, the Group's objectives, policies and processes for measuring and managing risk, and
the Group's management of capital.
These risks, objectives, policies and processes for measuring and managing risk, and the management of capital apply
also to the separate financial statements of QIAGEN N.V.
In the ordinary course of business, we use derivative instruments to manage potential losses from foreign currency
exposures and interest bearing assets or liabilities as further described in Note 26 to the Consolidated Financial Statements
of the Group. For the years ended December 31, 2025 and 2024, gains and losses on these derivatives instruments are
included in Other financial results in the accompanying income statements of QIAGEN N.V. with the fluctuation between
years is driven primarily by changes in the fair value of the derivatives.
Guarantees
It is our general group policy to ensure that our subsidiaries have access to sufficient financial and other resources to
conduct their respective business. It is our intention to provide necessary support to ensure that subsidiaries continue as a
going concern and from time to time, the Company has issued letters of comfort to third parties in connection with
transactions entered into by our subsidiaries.
The Company has issued €8.2 million (approximately $9.7 million) of letters of credit guaranteeing various beneficiaries to
cover for nonpayment on behalf of QIAGEN N.V. as well as its designated subsidiaries in the event of a default.
QIAGEN N.V. has issued financial support letters and declarations of joint and several liability in accordance with article
403 Part 9 of Book 2 of The Dutch Civil Code with respect to the following Dutch subsidiaries: QIAGEN Distribution B.V.
and QIAGEN Benelux B.V. As of December 31, 2025, there are no actual liabilities arising from the issuance of these
letters and declarations.
Furthermore, QIAGEN N.V. has guaranteed all liabilities outstanding at December 31, 2025, until all are satisfied in full,
as follows:
• in accordance with section 264 III of the German Commercial Code with respect to the following German subsidiaries:
QIAGEN GmbH (registered under HRB 45822 Trade Register Düsseldorf, Germany), DIALUNOX GmbH (registered
under HRB 590384 Trade Register Freiburg im Breisgau, Germany) and QIAGEN Hamburg GmbH (registered under
HRB 71271 Trade Register Düsseldorf, Germany);
• in accordance with section 479C of the U.K. Companies Act 2006 with respect to the following U.K. subsidiaries:
QIAGEN Healthcare Biotechnologies Limited (registration #11561466) and QIAGEN Healthcare Biotechnologies
Systems Limited (registration #11562019);
• in accordance with the Swedish Companies Act (Aktiebolagslagen) with respect to QIAGEN DNA Synthesis AB
(corporate registration #556378-5046); and
• in accordance with the Danish Act on Companies (Selskabsloven) with respect to QIAGEN Aarhus A/S (registration
#28305087).
• in accordance with the Romanian Companies Act (Law No. 31/1990), with respect to Ingenuity Systems S.R.L.
(registration #J12/1527/2012).
10. Income Tax
The reconciliation of income taxes from the Dutch statutory rate to the effective tax rate is as follows:
(in thousands)
2025
2024
Amount
Percent
Amount
Percent
Income before income taxes
$12,970.00
—
$51,487
—
At Dutch statutory income tax rate
3,346
25.8%
13,284
25.8%
(Deductible) non-deductible expenses
(2,189)
(16.9)%
5,032
9.8%
Tax exempt income
(861)
(6.6)%
(13,816)
(26.8)%
Other items
1,896
14.6%
(1,704)
(3.3)%
Total income tax
$2,192
16.9%
$2,796
5.5%
Together with Life Biotech Partners B.V., the Company forms a fiscal unity for corporate income tax purposes. The fiscal
unity ceased upon the liquidation of Life Biotech Partners B.V. in July 2025. For value-added tax purposes, the fiscal unity
includes all Dutch subsidiaries of the Company. The standard conditions of fiscal unity stipulate that each of the companies
is liable for the tax payable of all companies belonging to the fiscal unity.
11. Subsidiaries
The following is a list of the Company's subsidiaries as of December 31, 2025 , other than certain subsidiaries that did not
in the aggregate constitute a significant subsidiary. A list of subsidiaries has been filed with the Chamber of Commerce in
Roermond, the Netherlands, in April 2026 and is available from the company upon request.
Company Name
Jurisdiction
of Incorporation
Ownership
Voting Rights
Amnisure International LLC
U.S.
100%
100%
GNX Data Systems Inc.
U.S.
100%
100%
GNX Data Systems Ltd.
Israel
100%
100%
Parse Biosciences Inc.
U.S.
100%
100%
QIAGEN Aarhus A/S
Denmark
100%
100%
QIAGEN AB
Sweden
100%
100%
QIAGEN AG
Switzerland
100%
100%
QIAGEN Australia Holding Pty. Ltd.
Australia
100%
100%
QIAGEN Benelux B.V.
Netherlands
100%
100%
QIAGEN Beverly LLC
U.S.
100%
100%
QIAGEN Biotecnologia Brasil Ltda.
Brazil
100%
100%
QIAGEN Business Management MEA Ltd.
UAE
100%
100%
QIAGEN China (Shanghai) Co., Ltd.
China
100%
100%
QIAGEN Deutschland Holding GmbH
Germany
100%
100%
QIAGEN Distribution B.V.
Netherlands
100%
100%
QIAGEN France S.A.S.
France
100%
100%
QIAGEN Gaithersburg LLC
U.S.
100%
100%
QIAGEN Gdańsk Sp. z.o.o.
Poland
100%
100%
QIAGEN GmbH
Germany
100%
100%
QIAGEN Hamburg GmbH
Germany
100%
100%
QIAGEN Healthcare Biotechnologies Ltd.
U.K.
100%
100%
QIAGEN Healthcare Biotechnologies Systems GmbH
Germany
100%
100%
QIAGEN Healthcare Biotechnologies Systems Ltd.
U.K.
100%
100%
QIAGEN Hong Kong Pte. Ltd.
China
100%
100%
QIAGEN Inc.
Canada
100%
100%
QIAGEN India Pvt. Ltd.
India
100%
100%
QIAGEN K.K.
Japan
100%
100%
QIAGEN Korea Ltd.
Korea (South)
100%
100%
QIAGEN LLC
U.S.
100%
100%
QIAGEN Ltd.
U.K.
100%
100%
QIAGEN Luxembourg S.à r.l.
Luxembourg
100%
100%
QIAGEN Manchester Ltd.
U.K.
100%
100%
QIAGEN Manila Inc.
Philippines
100%
100%
QIAGEN North American Holdings, Inc.
U.S.
100%
100%
QIAGEN POLAND INVEST Fundusz Inwestycyjny Zamknięty Aktywów
Niepublicznych
Poland
100%
100%
QIAGEN Pty. Ltd.
Australia
100%
100%
QIAGEN Redwood City, Inc.
U.S.
100%
100%
QIAGEN S.r.l.
Italy
100%
100%
QIAGEN Sciences, LLC
U.S.
100%
100%
QIAGEN Singapore Pte. Ltd.
Singapore
100%
100%
QIAGEN Taiwan Co. Ltd.
Taiwan
100%
100%
QIAGEN Wroclaw Sp.z.o.o.
Poland
100%
100%
STAT-Dx Life S.L.
Spain
100%
100%
Verogen, Inc.
U.S.
100%
100%
12. Employee Information
Employees
The average number of employees employed in the Netherlands during the year ended December 31, 2025 was 55
( 2024: 57).
Personnel Costs
Personnel costs for the Company amounted to $3.1 million in 2025 (2024 : $2.1 million) as follows:
(in thousands)
2025
2024
Salaries and wages
$2,234
$1,851
Social security and pension
138
146
Other
731
84
Personnel costs
$3,103
$2,081
The employee pension plans are financed through contributions to external pension insurance companies. The contribution
due is accounted for in the profit and loss as an expense. Prepaid contributions are recognized as deferred assets if these
lead to a refund or reduction of future payments. Contributions that are due but have not yet been paid are presented as
liabilities.
13. Related Party Transactions
Information on related party transactions including remuneration of the members of the Managing and Supervisory Board
is provided under Note 24 "Related Party Transactions" to the Consolidated Financial Statements of the Group. Information
on the remuneration policy is provided in the Corporate Governance Report.
14. Auditor Fees
Information on auditor fees is provided under Note 29 "Fees Paid to External Auditors" to the Consolidated Financial
Statements of the Group.
15. Subsequent Events
Based on the Company’s review, no events or transactions have occurred subsequent to December 31, 2025 other than
those described in Note 30 "Subsequent Events" to the Consolidated Financial Statements, that would have a material
impact on the financial statements as presented.
KentieDesign_QIAGEN_AR25_Section-Sustainability.jpg
Sustainability and business strategy
Since 2017, we have steadily strengthened the integration of sustainability
across our value chain, aligning our long-term vision with responsible growth
and sustainable value creation. This focus reflects our commitment to operating
with integrity, supporting our people and communities and reducing our
environmental footprint while delivering solutions that advance science and
improve health outcomes. In 2025, we continued to embed sustainability into
strategy, governance and day-to-day decision-making, reinforcing continuous
improvement and accountability across the organization. In this context,
sustainability-related elements of QIAGEN’s strategy include the management
of environmental impacts across operations and the value chain, the
development of lower-impact product and packaging solutions, and the
integration of workforce- and governance-related considerations into relevant
business processes. QIAGEN’s significant products and services (such as our
growth pillars), and our principal markets and customer groups, are relevant to
these sustainability-related goals, particularly in relation to product life-cycle
impacts, resource use, emissions, value chain responsibility and responsible
business practices. Key challenges include reducing emissions and plastics use
across a global footprint, advancing lower-impact solutions while maintaining
quality and regulatory requirements, and supporting sustainability-related
improvements in the value chain. These matters are addressed through ongoing
measures and projects intended to support continuous improvement in
sustainability performance.
Basis for preparation
This sustainability statement has been prepared in accordance with the EU
Corporate Sustainability Reporting Directive (CSRD); Article 29(a) of Directive
2013/34/EU; the European Sustainability Reporting Standards (ESRS); and
Article 8 of Regulation (EU) 2020/852 (EU Taxonomy Regulation). It covers the
year ended December 31, 2025, and is presented on a consolidated basis
using the same reporting scope as the financial statements, excluding Parse
Biosciences, Inc. which we acquired in December 2025. Our reporting policies
have been applied consistently across the reporting year and comparative
periods.
Where relevant, this Sustainability Statement includes information disclosed to
meet requirements under other applicable legislation and regulatory
frameworks, including but not limited to the German Supply Chain Due
Diligence Act (LkSG), the UK Modern Slavery Act, the Dutch Gender Diversity
Bill, EU Pay Transparency requirements and U.S. conflict minerals disclosure
obligations, in addition to the disclosures required under the ESRS
As of January 1, 2024, CSRD reporting went into effect in the EU. As of the
publication date of this annual report, some EU countries, such as the
Netherlands, where QIAGEN is incorporated, have not yet implemented the
directive into national law.
The ESRS allow for an exemption from disclosing impending developments or
ongoing negotiations. However, we did not utilize this exemption.
Time horizons in this statement are aligned with our financial statements:
• Short-term: One year (aligned with the financial reporting period)
• Medium-term: Up to five years after the short-term period
• Long-term: More than five years
In line with the GHG Protocol and Science Based Targets initiative (SBTi)
requirements, QIAGEN assesses whether structural changes—such as business
combinations, acquisitions or divestments—require a recalculation of base year
emissions to ensure comparability over time and consistency with the current
organizational boundary. During the reporting period, no material structural
changes occurred that would have required a recalculation of the base year.
QIAGEN will recalculate base year emissions in the event of future structural
changes, in accordance with applicable GHG Protocol and SBTi guidance.
Incorporation by reference
Certain disclosures are incorporated by reference from other sections of this
Annual Report, with clear indications of the precise content as noted in the
ESRS cross-reference table at the end of the sustainability statement.
Use of phase-in and transitional provisions
In accordance with ESRS 1 (Appendix C), we have applied the transitional
provisions during the reporting year, as data and processes for certain
disclosures are still being developed. QIAGEN has elected to apply the
Delegated Regulation (EU) 2025/4812 extending ESRS phase-in provisions for
wave 1 undertaking that was adopted by the European Commission. All
applicable phase‑in options and transitional provisions have been utilized in
this statement, with the exception of the following:
• ESRS S1-14, §88d: Number of cases of recordable work-related ill health of
employees
• ESRS S1-14, §88e: Number of days lost to work-related injuries and fatalities
from work-related accidents, work-related ill health and fatalities from ill
health related to employees
The application of transitional measures affects the completeness and
comparability of the disclosures for the reporting period. We continue to build
the necessary data collection processes and internal controls to meet full ESRS
requirements once the transitional period ends. Please refer to the Sustainability
Statement Annex for more a complete listing of our phase-ins.
Sources of estimation and outcome uncertainty
The preparation of this sustainability statement required the use of judgments,
estimates and assumptions that affect reported amounts. These estimates are
based on experience and reasonable factors under current circumstances. We
review and update these assumptions as needed. Throughout this report we
round all figures to the nearest percentage, as such some results may not add
up precisely to the totals. Where primary data from the upstream or
downstream value chain is not fully available, estimates are based on indirect
sources, including spend‑based approaches, sector‑average emission factors,
recognized industry databases, sector guidance (e.g. for employee commuting),
and other appropriate proxies. As a result, the accuracy of these metrics is
lower than for metrics based on primary data and subject to higher uncertainty.
To improve accuracy over time, QIAGEN is enhancing data availability and
quality by expanding supplier engagement, increasing the use of primary and
mass‑based data (notably for Scope 3 emissions), and refining methodologies
in line with recognized standards and internal process improvements. In the
reporting year, these methodological refinements did not lead to material
changes in reported emissions; therefore, comparative figures were not restated
and comparability remains unaffected. The use of indirect sources and proxies
applies in particular to the following metrics, as defined in our data collection
procedures.
The following metrics are more complex and require a higher degree of
judgment partly because of limited available data. Any changes in assumptions
or estimates could lead to different results. These include:
• Indirect greenhouse gas (GHG) emissions — Scope 3
– Upstream value chain activities -- category 1 (Purchased Goods and
Services): Calculated using spend-based data and assigned emissions
factors reflecting sector‑average data where supplier‑specific information
is not available
– Upstream value chain activities — category 4 (Transportation and
Distribution): Partially based on supplier‑specific data; where unavailable,
emissions are estimated using spend‑based or extrapolated activity data
– Upstream value chain activities — category 6 (Business Travel): Primarily
based on supplier data; where unavailable, emissions are estimated using
standardized emission factors
– Upstream value chain activities — category 7 (Employee Commuting):
Estimated using sector guidance and standardized assumptions where
primary employee‑level data is not fully available
– Downstream value chain activities — category 11 (Use of Sold Products):
Estimated using product‑specific assumptions combined with average
emission factors
– Downstream value chain activities — category 12 (End-of-Life Treatment of
Sold Products): Estimates based on assumptions about waste treatment
types
• Inflow of resources
– Estimations on the total weight of products and materials
– Estimations on the share of renewable material weight to total material
weight
– Estimations on the share of reused or recycled material weight to total
material weight
• Outflow of resources
– Durability of products
– Repairability of products
• Waste data
– The total weight, including technical and biological materials, is based on
actual weights from major manufacturing sites, with an extrapolation for
secondary sites (see section Resource outflows: Waste management).
Further details are disclosed in the respective chapters alongside the topical
disclosures.
Value chain
This statement covers our upstream and downstream value chains, and
evaluates the related impacts, risks and opportunities as identified in the Double
Materiality Assessment (DMA).
Omission of information
As per the guidance provided in ESRS 1, we have not exercised the option to
omit information related to intellectual property, know-how or innovation results.
External assurance
EY Accountants B.V., serving as our independent auditors, performed a limited
assurance engagement on this Sustainability Statement. Further information can
be found in the Limited Assurance Report provided by the independent auditor.
Apart from EY, no external organizations have reviewed or validated any of the
disclosures presented in this report.
Statement on due diligence
The following table provides an overview of QIAGEN's due diligence processes
related to sustainability matters. It captures key elements, including the
integration of due diligence into strategy and business models, engagement
with affected stakeholders, identification and assessment of sustainability
impacts and key actions in this area, including the tracking of initiative
effectiveness.
Core elements of due
diligence
Reference
Sustainability Statement
Pages
Embedding due diligence in
governance, strategy and
business model
GOV-1
GOV-2
SBM-1
SBM-3
85, 89
125
4
281 , 298 , 310, 322 , 328 ,
333, 342
Engaging with affected
stakeholders in all key steps
of due diligence
GOV-2
SBM-2
IRO-1
S1-2
S2-2
S4-2
125
27
269
313
331
334
Identifying and assessing
adverse impacts
IRO-1
SBM-3
269
281, 298, 310 , 322 , 328 ,
333 , 342
Taking actions to address
identified adverse impacts
E1-1
E1-3
E5-2
S1-4
S2-4
S4-4
G1-3
Tracking the effectiveness of
these efforts and
communications
E1-4
E1-5
E1-6
E5-3
E5-4
E5-5
S1-5
S1-6
S1-9
S1-14
S1-17
S2-5
S4-5
Risk management and internal controls over sustainability
reporting
Risk management
The following climate-change risks were considered during the assessment of
the impacts, risks and opportunities (IRO).
• Transitioning to a 1.5°C economy: increased costs due to regulatory
requirements, rising operating expenses and revenue declines due to
insufficient investment in sustainable products and services.
• Physical climate risk: for example, site damage and closure because of
climate-related natural disasters, extreme weather events and/or hazards
that can limit production.
These risks have been incorporated into the risk management system.
The resilience of QIAGEN’s strategy and business model in relation to all
material sustainability‑related impacts, risks and opportunities identified across
the topical ESRS chapters has been assessed through qualitative and, where
applicable, quantitative analyses, including scenario‑based assessments,
conducted across short‑, medium‑ and long‑term time horizons, as described
below.
While we have not yet performed a single, consolidated resilience analysis of
our business strategy and model, we have conducted resilience‑relevant
assessments across key risk areas. These include climate‑related physical and
transition risk scenario analyses embedded in our enterprise risk management
framework, the integration of identified risks into mid‑ and long‑term planning,
and the implementation of mitigation and adaptation measures to support
business continuity. The results of these assessments indicate that, under the
applied 1.5°C‑aligned transition scenario, QIAGEN’s business model and
strategy are resilient, as identified transition risks are primarily associated with
manageable cost, technology and market adjustments and were not assessed
as materially impairing our ability to operate or deliver our strategic objectives.
Internal controls
Controls and procedures for managing IROs are integrated into QIAGEN's
internal control framework and into relevant internal functions, including
Finance, Legal, Operations and Human Resources. Internal controls over
sustainability reporting are tested to support effective monitoring and risk
mitigation. As part of our Double Materiality Assessment, we have implemented
process controls to ensure the identification, documentation and evaluation of
material IROs.
Operational ESG Responsibility
ESG_Org-Chart.svg
Nomination & Governance
Committee
Executive Committee
Corporate ESG Committee
Environmental
Social
Governance
Plastic Reduction
Working Group
Employer of Choice
Workers in
the value chain
Data and
Cyber Security
Climate Working
Group
Fair and Inclusive
Workplace
Customer satisfaction
Compliance
Resource use
& circular economy
Occupational
Health & Safety
Access to healthcare
Climate change
Quality and
product safety
Local Sustainability Teams
Regular updates
and information
exchange
The Senior Vice President, Head of Global Operations, is responsible for
sustainability matters within the Executive Committee and is accountable to the
Nomination & Governance Committee of the Supervisory Board, through which
the Supervisory Board oversees sustainability matters. The Head of ESG
Strategy and Impacts Programs leads the operational ESG function and reports
to the Senior Vice President, Head of Global Operations. The operational ESG
function formulates proposals for the Managing Board and Supervisory Board
and supports implementation through the Corporate ESG Committee (CEC), a
cross-functional working group with representatives from Finance, Legal,
Operations, Human Resources, Corporate Communications and Investor
Relations. The Supervisory Board, Managing Board and Executive Committee
receive regular updates on the progress of our sustainability strategy. In this
way, our management and supervisory bodies are supported by internal
sustainability expertise and by cross-functional input relevant to the oversight of
sustainability matters.
Additionally, the Head of ESG Strategy and Impacts Programs supports training
and discussion on sustainability matters, including climate change, supply chain
due diligence and regulatory compliance. We also maintain governance
support for compliance-related matters through the Compliance Program and
Compliance Committee, which is led by the Head of Global Legal Affairs and
Compliance and includes representatives from Legal, Internal Audit, Human
Resources, SEC Reporting, Clinical and Medical Affairs, and Trade
Compliance. This supports the governing bodies’ access to expertise relevant to
sustainability-related regulatory and business conduct matters.
The sustainability-related skills and expertise available to QIAGEN’s
management and supervisory bodies are aligned with the sustainability matters
identified as material through the Double Materiality Assessment and with the
related impacts, risks and opportunities addressed through governance,
strategy and risk management. These material matters include climate change,
resource use and circular economy, business conduct, workers in the value
chain, consumers and end-users, and selected own-workforce matters. Given
QIAGEN’s business model, global operating footprint, regulated manufacturing
environment and broad customer base, oversight of these matters requires
expertise and cross-functional input.
During the reporting period, the management and supervisory bodies,
addressed the following material sustainability-related impacts, risks and
opportunities: climate change mitigation and transition risks, including
greenhouse gas emissions; supply chain due diligence and human rights-related
risks; regulatory and compliance risks related to CSRD and other sustainability
regulations; resource efficiency and waste reduction, including plastics; and
opportunities related to operational efficiency, innovation and resilient growth.
The expertise and support structures described above are intended to enable
these bodies to oversee the sustainability matters that are most relevant to our
value chain, strategic priorities and stakeholder expectations.
Where applicable, trade-offs were considered relating to sustainability impacts,
financial performance, operational feasibility and long-term value creation,
including trade-offs between short-term costs and long-term risk mitigation,
investment priorities and the pace of implementation of sustainability-related
initiatives. QIAGEN supports the continued development of sustainability-related
expertise through regular reporting, governance discussions and training. The
Head of ESG Strategy and Impacts Programs supports training and discussion
on sustainability matters, including climate change, supply chain due diligence
and regulatory compliance. In addition, the Supervisory Board is trained in and
updated on compliance matters and new legal requirements. Through these
processes, we seek to ensure that its management and supervisory bodies
collectively maintain access to the knowledge and capabilities needed to
oversee the our material sustainability-related impacts, risks and opportunities.
QIAGEN’s management and supervisory bodies consider identified impacts,
risks and opportunities in strategic oversight, major transaction decisions and
risk management through board-level monitoring. Management supports the
development of sustainability-related targets linked to QIAGEN’s material
impacts, risks and opportunities, taking into account the Double Materiality
Assessment, risk management processes and strategic priorities. Progress
toward these targets is tracked through regular reporting on relevant metrics
and implementation status and reviewed by the Executive Committee,
Managing Board and Supervisory Board, as applicable.
Double Materiality Assessment (DMA)
Process Description
In 2024, QIAGEN conducted a DMA in compliance with the requirements of
the ESRS under the CSRD.
This assessment evaluated sustainability topics from two angles:
• Impact perspective: Assesses actual and potential positive and negative
impacts of QIAGEN's operations
• Financial perspective: Assesses risks and opportunities that sustainability
topics present to the business.
In 2025, we reviewed our 2024 Double Materiality Assessment, due to the
involvement of new stakeholders who played an important role in the risk
evaluation process. For example, the appointment of a Head of Global EHS in
the Environmental area contributed new insights and perspectives. This review 
confirmed that the main ESRS topics remained relevant and validated the
alignment of sub-topics for the current year. During this review, selected
sub‑topics and sub‑sub‑topics—primarily within Environmental (E), Own
Workforce (S1) and Business Conduct (G1)—were consolidated or removed
where overlaps or reduced relevance were identified, resulting in a slight
reduction in the overall number of sub‑topics. Compared to the prior reporting
period, the underlying DMA methodology and governance remained
unchanged; the 2025 update represented a targeted validation and refinement
rather than a redesign of the process. The DMA methodology was last
comprehensively updated in the 2024/2025 reporting cycle. Going forward,
QIAGEN plans to review and update the Double Materiality Assessment every
second year, unless material changes in facts or circumstances trigger an
earlier reassessment. Following this review and as part of the approval of the
Double Materiality Assessment (DMA) for 2025, the head of ESG Strategy and
Impact Programs in collaboration with the Vice President of Enterprise and
Cyber Risk Management, the Vice President for SEC Reporting and the
responsible functions for the material topics as well as the Executive Committee
approved the identified material impacts, risks and opportunities.
Stakeholder engagement
The 2025 DMA was built on the assessment from 2024 and was led by a core
team that included the Head of Environmental, Social and Governance (ESG)
Strategy and Impacts Programs, as well as representatives from Cyber Risk
Management and Corporate Accounting.
As was done in 2024, the full DMA is conducted biennially or in response to a
triggering event to broaden our data and understanding of specific IRO. The
process begins by identifying QIAGEN's external and internal  stakeholders
based on their relevance to the company's strategy, business model and value
chain and was  overseen by the Corporate ESG Committee (CEC). See section
Interests and views of our stakeholders.
Internal stakeholders with expert knowledge of individual stakeholder groups
are consulted to represent the perspectives of external stakeholders on various
sustainability matters. For example, customer needs are considered through
internal stakeholders such as Sales Managers and the requirements addressed
to our Tender Teams. The Tender Teams enhance sales efforts by crafting
detailed proposals tailored to customer needs, offering technical expertise and
addressing queries during interactions.
Additionally, customer perspectives are directly gathered through panel
discussions, events and customer surveys, while insights from investors are
obtained through selected calls. Employee perspectives are derived from
employee surveys and feedback received by Human Resources (HR), key
functions and managers through various interactions, including bilateral
communication, development meetings, town halls and management meetings.
At the reporting date, QIAGEN had not identified material amendments to its
strategy or business model as a result of this engagement. Stakeholder views
identified through stakeholder engagement and the Double Materiality
Assessment are reported to the Executive Committee, Managing Board and
Supervisory Board and discussed at management and board level. QIAGEN
expects to continue its regular stakeholder engagement and reporting activities
in the ordinary course of business. These activities are not expected to
materially modify the nature of QIAGEN’s relationship with key stakeholders.
Topics covered in the current DMA included emission reduction measures,
waste management and workforce diversity and were considered in evaluating
potential and actual material IRO.
Double Materiality Assessment results
The materiality assessment results were consolidated according to ESRS topic,
with the following topics identified as QIAGEN's key sustainability priorities:
• E1: Climate Change
• E5: Resource Use and Circular Economy
• S1: Own Workforce
• S2: Workers in the Value Chain
• S4: Consumers and End-Users
• G1: Business Conduct
These material impacts, risks and opportunities are assessed in relation to
QIAGEN’s strategy and business model and inform strategic priorities,
decision‑making and risk management. In accordance with ESRS 2 §49, further
details on the interaction between these impacts, risks and opportunities and
QIAGEN’s strategy and business model are provided within the respective
topical ESRS sections.
For the year ended December 31, 2025, no material risks or opportunities
were identified that materially affect our financial position, financial
performance or cash flows.
In terms of climate change (E1), the environmental risks faced by QIAGEN
originate from and are directly linked to our strategic efforts to meet our
greenhouse gas (GHG) reduction goals, approved under the Science Based
Target initiative (SBTi). These risks and related opportunities inform strategic
decisions, including the transition to renewable energy, the introduction of
energy efficiencies and the embedding of circular economy principles
throughout our value chain (E5).
Further, we recognize that our business and products have an impact on a wide
range of stakeholders, especially our employees and the people within our
value chain. We identified our Own Workforce (S1) and Workers in the Value
Chain (S2) as material topics. These impacts and risks are connected to
QIAGEN’s operating model and value chain structure and inform
organizational and process‑related strategic decisions, including the
establishment of the Diversity and Inclusion Council, our Human Rights
Committee and various due diligence processes and training.
For Consumers and End-Users (S4), we have applied feedback from our
customers and have been working to improve customer service, including
response times. Within Business Conduct (G1), a key focus has been on
updating compliance-related policies.
Most of our material topics are supported by specific targets to mitigate risks,
leverage opportunities and drive long-term value creation. Further details on
how these material impacts, risks and opportunities interact with QIAGEN’s
strategy and business model, and how they are managed, are disclosed in the
corresponding Environment, Social, and Governance sections.
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Double materiality matrix
Material
Non-Material
Climate change
Resource use and circular economy
Own workforce
Workers in the value chain
Consumer and end-users
Business conduct
Pollution
Water and marine resources
Biodiversity and ecosystems
Workers in the value chain
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Methodology
The DMA for 2024 was based on the methodology outlined in ESRS 1, which
provided a general framework for sustainability reporting, without requiring 
specific disclosures. Based on that materiality assessment, we re-evaluated all
material ESRS topics, subtopics and sub-subtopics in the 2025 reporting year.
The re-evaluation resulted in no changes to the ESRS main topic levels, but a
streamlined subtopic structure.
The assessment process began with the identification of potentially relevant
sustainability matters drawing insights from stakeholder engagement and past
QIAGEN reporting. The list was aligned at the ESRS topic level and underwent
further scrutiny at the ESRS sub- and sub-subtopic levels.
The IRO specific to QIAGEN were then determined. A distinction was made
between potential and actual positive and negative impacts, as well as risks
and opportunities arising from dependencies on natural, human and social
resources. Opportunities identified through the DMA were assessed using the
same ESRS‑aligned methodology and governance as impacts and risks. Where
opportunities were assessed as material, they were documented within the IRO
framework, assigned to responsible functions, and considered in relevant
management processes, including strategy development, enterprise risk
management and sustainability program planning. This approach is intended to
support the consistent identification, assessment and consideration of
sustainability‑related opportunities within QIAGEN’s overall management
processes.
The process was conducted with guidance from external consultants and
involved discussions and workshops with internal stakeholders from the
Corporate ESG Committee as well as specific experts across QIAGEN. Content
owners were consulted to represent external stakeholder perspectives,
leveraging their expertise on specific stakeholder groups. The assessment
covered QIAGEN's entire value chain without excluding any business activities,
business relationships or geographic regions.
After identifying material impacts, risks and opportunities, QIAGEN assessed
which information is relevant to disclose. This assessment was carried out at the
level of individual disclosure requirements and data points. Information was
included where it is needed to understand QIAGEN’s material sustainability
impacts, risks and opportunities, while information assessed as not material was
not disclosed, in line with ESRS requirements.
The materiality assessment process considers impacts arising from QIAGEN’s
own operations as well as impacts linked to its business relationships across the
value chain. Both potential and actual impacts on people and the environment
are identified and assessed, informed by QIAGEN’s due diligence processes.
Identified impacts are prioritized based on their severity and likelihood and are
monitored through established governance and management processes,
including regular reviews and integration into relevant policies, actions and
training programs.
QIAGEN also assesses how these impacts and related dependencies are
connected to risks and opportunities. Where impacts or dependencies may give
rise to risks or opportunities with potential financial effects, these are evaluated
using aligned criteria and are considered within enterprise risk management
and strategic decision‑making processes. Risks and opportunities are prioritized
and monitored based on their potential effect on QIAGEN’s financial position,
performance or cash flows.
Evaluation, thresholds and approval
The DMA was performed according to the framework set out in ESRS 1,
evaluating each sustainability matter from both an impact and financial
materiality perspective.
Within the assessment of the impact materiality, potential and actual negative
and positive impacts have been assessed.
A five-point scale was applied for all characteristics of the assessment. The
scale ranged from one (minimal) to five (absolute) for the level of impact, from
one (limited) to five (absolute/global) for the scope and from one (relatively
easy to remedy) to five (non-remediable/irreversible) for the ability to remedy.
The scale for likelihood was based on the enterprise risk management (ERM)
thresholds and was expressed as percentages, ranging from 20% (rare) to
80-99% (almost certain). An actual impact receives the value of 100%. The
threshold for defining the materiality of an impact was agreed upon jointly with
ERM. It was determined that an impact would be considered material if it
scored a minimum of 3 out of 5. In cases where impacts did not meet the
threshold but were deemed severe, a separate severity assessment was
conducted. Additionally, a human rights assessment identified one materially
negative impact.
For financial materiality, the assessment examined whether a sustainability
matter could trigger, or could reasonably be expected to trigger, material
financial effects on QIAGEN´s profitability in the short, medium or long term,
measured in Earnings Before Tax (EBT). Dependencies on resources and their
availability within the supply and value chains were analyzed to identify
sustainability-related risks. Using the same five-point scale that was applied for
the impact materiality, the magnitude of financial impacts was multiplied by the
likelihood of occurrence to establish a threshold of 2.5, in line with QIAGEN’s
enterprise risk management system. Where possible, the assessment relied on
quantitative data, such as greenhouse gas emissions, to ensure objectivity as
discussed under Climate Change. Additional contextual information was
gathered through desktop research. Identified sustainability risks were not
prioritized.
Each IRO was reviewed by the core team and discussed with internal QIAGEN
experts. The Head of the ESG team shared the findings and the implications for
sustainability reporting with the Workers' Council at the Hilden site in
Germany, and then with the Managing Board, the Executive Committee and the
Supervisory Board’s Nomination & Governance Committee. Following these
meetings, the final results were formally approved by the Nomination &
Governance Committee.
Climate change IRO considerations
Climate-related risks and opportunities are integrated into QIAGEN's strategy
and business model through the enterprise risk management framework.
Managing climate impact requires compliance with relevant legislation and the
implementation of additional policies, actions and targets within the corporate
strategy.
To further align with regulatory requirements, in particular our IRO for climate
change (E1), QIAGEN conducted a comprehensive climate risk assessment in
accordance with the EU Taxonomy. To identify our impact on the climate, we
actively monitor our greenhouse gas emissions by tracking direct emissions and
energy consumption across our sites, as well as upstream emissions in our
supply chain through supplier data, activity data and financial records. We
screen our activities to assess actual and potential climate impacts in line with
our corporate strategy and decarbonization roadmap. Additionally, we have
incorporated climate change risks into our existing enterprise risk management
structure, engaging with internal key stakeholders throughout QIAGEN.
In the second half of 2024, QIAGEN conducted a climate risk assessment
within its operations and value chain. This assessment, informed by scenario
analysis, focused on both physical and transition risks, ensuring alignment with
global best practices and our sustainability commitments. The analysis assessed
the resilience of our business model to climate change, incorporating physical
risks, such as extreme weather events and temperature shifts, as well as
transition risks, including regulatory changes and shifts in market demand.
The methodology was embedded into our ERM framework, and the results were
integrated into mid- and long-term business planning. The climate scenarios
applied are compatible with the critical climate‑related assumptions used in
QIAGEN’s financial statements, as they are aligned with the same underlying
assumptions on regulatory developments, energy price trends, technology
pathways and investment horizons used in financial planning and impairment
assessments. This shall ensure consistency between climate‑related scenario
analysis, the transition plan and financial reporting assumptions.
The climate risk analysis showed that QIAGEN is exposed to climate hazards
and to transition events. However, financial risks in both cases were assessed
as not being material. Taking into account existing mitigation measures,
QIAGEN demonstrates a high level of resilience, with no significant climate-
related risks.
According to our internal standards, the climate risk assessment will be updated
every two years, or in case of major triggering events (e.g. relevant
acquisitions, market changes). Since no triggering events occurred in 2025, the
next review will take place in 2026
Physical risks
The risk assessment found that our operations could be affected by 28 climate-
related hazards, such as high temperatures, droughts, water shortages, heavy
rainfall and rising sea levels. To evaluate these risks, we used the most up-to-
date climate models from the Intergovernmental Panel on Climate Change
(IPCC). These models provide more accurate and detailed projections than
previous versions, thanks to better scientific methods and higher-resolution data.
We conducted a location-based risk assessment (using geospatial coordinates)
through a platform provided by a multinational reinsurance company. Using a
well-established risk management tool and the latest IPCC AR6 climate data, we
assessed our exposure to hazards (likelihood, magnitude and duration) under a
high-emission scenario (Shared Socioeconomic Pathway 5 / Representative
Concentration Pathway 8.5 – SSP5/RCP8.5), which projects a global
temperature increase of about 4.4°C by 2100. This scenario is critical for
testing resilience because it assumes very high greenhouse gas concentrations,
requiring us to plan for severe climate impacts.
By embedding this scenario into our strategic framework, we seek to ensure its
robustness against extreme future conditions while supporting compliance with
international climate agreements. The assessment covered short-term (current),
midterm (2030) and long-term (2050) timeframes, providing a comprehensive
assessment of climate-related physical risks. Our long-term planning of 2050
additionally covered the expected life-time of the assets.
The assessment focused on key sites critical to our operations, including
company-owned and leased facilities, warehouses and selected supplier
locations, prioritizing those with moderate to critical revenue significance in line
with our ERM scale. Sites with moderate, major or critical revenue significance
were prioritized to ensure business continuity. A total of seven QIAGEN sites,
13 supplier sites and two warehouses were identified as critical sites. The
downstream value chain was excluded because products are sold at the point
of shipment or delivery to intermediaries, meaning QIAGEN does not own,
operate, or maintain assets at customer sites. We assessed the site-specific
exposure to the 28 climate variables including likelihood, magnitude and
duration as they have been defined by the EU Taxonomy (Commission
Delegated Regulation (EU) 2021/2139) and the CSRD. For sites with high and
very high hazard exposure, we assessed sensitivity by evaluating potential
impacts such as business interruption, property damage and additional costs.
To refine the assessment and understand residual risks, we incorporated
existing adaptation measures, including cooling systems, flood protections and
business continuity plans.
Similarly, for supplier sites and warehouses, risks were evaluated for their
potential to disrupt supply chains, incorporating measures like inventory buffers
to mitigate impacts. The focus was on climate variables that could cause
disruptions of the supply chain. Climate variables that are not likely to result in
an interruption to the supply chain were excluded from the assessment.
Our climate assessments employed rigorous scenario methodologies to test the
resilience of our business. The SSP5-/RCP8.5 scenario of high emissions was
used to stress-test potential physical risks.
QIAGEN considers the scenario applied to be appropriate to capture its
plausible climate‑related physical risks and uncertainties. The SSP5/RCP8.5
scenario represents a severe but scientifically recognized pathway and is
therefore suitable to stress‑test the resilience of QIAGEN’s operations and value
chain under extreme conditions. By assessing impacts across short‑, mid‑ and
long‑term time horizons and across all relevant climate‑related hazards,
QIAGEN aims to ensure that the range of scenarios considered sufficiently
covers plausible future developments and related uncertainties.
Transition risks and opportunities
Transition risks were evaluated as part of the shift to a low-carbon economy.
When assessing transition risks and opportunities, we assumed a shift toward a
low carbon scenario. Therefore, we used a 1.5°C aligned bespoke climate-
transition scenario. The 1.5°C scenario supports our SBTi commitment and
facilitates alignment with critical financial assumptions in our transition plan.
This included policy changes (carbon pricing, energy, efficiency and
sustainable packaging regulations), market dynamics (demand for sustainable
products, increased raw material costs), technological advancements and
reputational considerations (transition events), reflecting strengthened climate
policies, increased ESG investments and higher adoption of renewables.
QIAGEN’s assets and operations may face transition risks such as higher
compliance and operating costs (e.g., carbon pricing, energy and packaging
regulations), increased capital needs for low-carbon technologies, changes in
customer demand for sustainable products, supply chain cost increases, and
reputational impacts. These factors may present risks or opportunities before
mitigation measures are implemented.
No QIAGEN assets or business activities were identified as being incompatible
with, or requiring significant efforts to become compatible with, a transition to a
climate‑neutral economy, as the identified transition risks relate primarily to
cost, technology and market adjustments that can be addressed through
planned mitigation measures within the existing business model.
We identified and assessed potential risks and opportunities across short-,
medium- and long-term horizons. Each was scored for likelihood of exposure to
transition events and financial impact (sensitivity) including magnitude and
duration of these events, focusing on compliance costs, technology investments,
market shifts and reputational outcomes. Risks that are unlikely to occur or have
a minor financial impact were not prioritized to concentrate on significant
events. This targeted approach allows us to prioritize actions that support
resilience and capitalize on emerging opportunities.
Resource use and circular economy
In our double materiality assessment, we examined QIAGEN's business
activities in connection with the topic resource use and circular economy taking
into consideration QIAGEN's own operations and its upstream and
downstream value chain. QIAGEN's assets were not reviewed as part of the
process.
In relation to resource use and circular economy, including resource inflows,
resource outflows and waste, QIAGEN did not conduct consultations with
affected communities as part of the identification of material IROs. This is
because the assessment did not identify actual or potential material impacts on
local communities, and QIAGEN’s activities related to resource use and waste
are predominantly conducted within controlled operational environments,
subject to regulatory requirements and internal management processes.
Water and marine resources
As part of the 2024 materiality assessment, we analyzed IROs related to water
and marine resources; however, none were assessed as material. To gain a
deeper understanding of potential risks, we conducted a location-based risk
assessment using geospatial coordinates and the WWF Water Risk Filter, an
online tool for evaluating site-specific water-related risks. We focused on nine
production units, warehouses and service offices that are significant due to their
revenue contribution.
Physical water-related risk indicators with high scores of 3.4 to 4.2 or very high
scores of 4.2 to 5.0 were compared with existing indicators from the climate
risk assessment. Most relevant WWF Water Risk Filter indicators—such as
droughts or floods—are already covered by the climate risk assessment (see
chapter Climate Change IROs). Therefore, only risks not covered by the climate
assessment or aggregated risk categories were further considered. The only
remaining risk, water quality, was assessed using QIAGEN’s global enterprise
risk management thresholds.
For sites with high and very high exposure to water-quality-related hazards, we
assessed sensitivity together with site managers by evaluating potential impacts
such as business interruption, property damage and additional costs. Although
these risks exist, they do not have a relevant impact on our business activities.
The water stress indicator, a part of the climate risk assessment and the WWF
Water Risk Filter assessment, flagged four relevant sites. Two sites were high-
risk locations (Manila, Philippines, and Barcelona, Spain), and two were in
very high-risk areas (Frederick, Maryland,USA, and Roermond, the
Netherlands). These sites rely minimally on public water supplies, and with
water management measures in place, the potential financial impact of water
stress is low.
Pollution and biodiversity
As part of our double materiality assessment and based on its methodology, we
screened our sites and business activities to examine whether actual or potential
IROs exist regarding pollution. The assessment covered QIAGEN’s own
operations and our upstream and downstream value chain.
The pollution screening was conducted as part of the double materiality
assessment using a qualitative, ERM‑aligned screening approach. It considered
the nature of activities at each site, applicable regulatory requirements, existing
operational controls and historical compliance. Location‑based tools, in
particular the WWF Risk Filter (e.g. for air quality), were applied where
relevant and assessed alongside climate‑related physical risk indicators to
avoid duplication. Conservative assumptions were used, focusing on gross risk
and potential material financial or operational impacts. We did not identify
material IROs. The topic of biodiversity was also not identified as material in
the double materiality assessment. To gain an understanding of potential
biodiversity risks equivalent to water, we applied the WWF Biodiversity Risk
Filter, a tool for assessing biodiversity-related risks at specific locations. The
scope, considered locations and methodology were identical to the assessment
for water and marine resources.
In addition to site‑specific indicators, the assessment considered systemic
biodiversity risks, such as regional habitat decline, cumulative environmental
pressures and broader ecosystem degradation, as reflected in regional datasets
of the WWF Biodiversity Risk Filter. These risks were incorporated through
location‑based risk scores capturing cumulative pressures rather than individual
impact pathways. Here, too, physical risk indicators from the WWF Biodiversity
Risk Filter were compared with indicators from the climate risk assessment.
During the reporting period, QIAGEN has not yet systematically identified
biodiversity‑related transition risks. Transition‑related risks and opportunities
were considered at a high level, including potential regulatory developments,
evolving supplier standards and increasing stakeholder expectations, and were
assessed qualitatively based on a review of regulatory frameworks, supplier
management practices and existing internal controls. No material
biodiversity‑related transition risks or opportunities were identified in the
reporting period.
We will advance our assessment of biodiversity‑related transition risks by
applying existing frameworks and datasets to conduct a systematic, staged
screening and prioritization process. While biodiversity‑related methodologies
are not yet as standardized or monetarily comparable as climate‑related
approaches, this process is supported by documented assumptions and data
sources and is intended to inform future quantitative assessments and
management actions
Comparable indicators appearing in both analyses—such as landslides,
tropical cyclones or extreme heat—are already covered by the climate risk
assessment (see Climate change IRO considerations). Indicators not yet covered
include nature conservation reserve and local air quality.
The nature conservation reserve indicator only affects the Hilden site in
Germany, as various protected areas have been established in its immediate
vicinity. Because we were aware of this risk prior to the assessment and 
because compliance with nature conservation regulations is ensured through
internal processes, this risk represents only a low financial threat overall.
The indicator for local air quality reached high-risk scores at two office sites:
Wroclaw, Poland, and Manila, Philippines. With air filtration systems already
installed, the potential financial impact is considered low.
In terms of pollution, water and marine resources and biodiversity, we did not
engage in consultations with affected communities when assessing IROs, as the
screening did not identify material actual or potential impacts on local
communities. QIAGEN’s activities at the relevant sites are predominantly
office‑, laboratory‑ or light‑manufacturing‑based, are subject to regulatory
permitting and internal control processes, and do not involve activities that
would reasonably be expected to cause significant community‑level impacts.
Overall, our key locations demonstrate resilience to biodiversity- and water-
related risks. We will conduct these analyses on a biennial basis, or more
frequently if a triggering event requires it.
Business conduct
In relation to business conduct matters, as part of the Double Materiality
Assessment (DMA), QIAGEN identified and assessed actual and potential
impacts, risks and opportunities (IROs) in line with ESRS requirements. The
assessment focused on QIAGEN’s own operations and its upstream and
downstream value chain and considered relevant activities, geographic
locations, sector exposure and typical transaction structures, including
procurement, sales, distribution and third‑party engagements. These factors
were assessed using QIAGEN’s established IRO methodology, taking into
account impact severity, likelihood and potential financial effects, and were
reviewed with relevant internal experts and governance bodies. Sectors outside
QIAGEN’s business model were not considered, as they are neither part of
QIAGEN’s operations nor its value chain and therefore do not give rise to
attributable business conduct‑related IROs under the ESRS framework.
Integration of sustainability-related performance metrics
Sustainability-related performance metrics are embedded in QIAGEN’s
objectives and incentive design. Variable compensation includes a Short-Term
Incentive (STI) paid in cash and based on performance against annual
Corporate Financial Goals and Team Goals. Corporate Financial Goals which
include sales, operational profitability and cash flow targets, represent 67% of
the total STI potential, and annual Team Goals that support execution of
QIAGEN’s strategy focused on innovation and sustainable value creation
represent 33% of the total STI potential. Of the Team Goals, 20% incorporate
ESG targets. Overall, sustainability related targets represents approximately
6.6% of total potential variable compensation and apply to virtually all
QIAGEN employees outside of sales roles. In 2025, these ESG-linked Team
Goals included a climate-related objective to reduce annual plastics use,
supporting QIAGEN’s greenhouse gas mitigation activities which accounted for
1.7% of the total, alongside metrics related to fair pay practices, turnover,
safety and training. The 2025 ESG-linked goal achievement was 6.25%
against the 6.6% target.
At a glance: Our targets and achievements
2025 Goal (short-term)
2025 Achievement
Outlook (mid- to long-term)
Chapter
SBTi target across all scopes
Net-zero by 2050
SBTi target Scope 1 and 2: 4.2% emission
reduction
(2020 baseline year)
4% emission reduction over 2024
42% emission reduction in Scope 1 and 2 GHG
emissions by 2030
Climate change (Management of Scope 1 and 2
emissions)
Scope 3: > 25t plastic reduction
35t reduction
25% emission reduction scope 3.6, 3.11, 3.12
by 2030
60% of suppliers by emission with sustainable
engagement goals
62%
67% of suppliers by emission with sustainable
engagement goals 2027
Climate change (Partnering with our suppliers)
Employer of Choice: Minimum 1 Employer of
Choice award per region – (Asia, Europe,
Americas)
Two in EMEA, Three in Americas, Five in APAC
Be the industry employer of choice by attracting,
developing and retaining diverse top talent
Ensure appropriate overall voluntary turnover
rate at < 10%
6.7%
Maintaining an overall voluntary turnover rate
below 10% is expected to support organizational
stability and sustainable growth.
Review and standardize global pay practices
Six locations representing a total of 65% of
workforce, certified for Fair pay in 2025
Enhance transparency and fairness in
compensation practices across the organization
<0.45 DART (per 100 employees)
Reduced number of Incidents that result in Days
Away, Restricted and Transferred work
0.61
Working toward ISO certification at key
manufacturing sites to progressively elevate our
safety culture and performance
100% coverage of certified manufacturing sites
100%
Continuous monitoring and improvement of our
processes to ensure effectiveness and efficiency
of our Quality Management System (QMS)
Consumers and end-user (Product quality)
<0.5 external audit non-conformance rate
< 0.2
≥64.5 NPS-T Service score
≥60 NPS-T Customer care score
76
70
Exceeding the expectations of our customers in
continually assessing their satisfaction with the
help of the Net Promoter Score (NPS)
methodology
Consumers and end-users ( Customer satisfaction )
>85% cyber security awareness training
90%
Increase QIAGEN's cyber resilience. Certify
QIAGEN’s main production location under ISO
27001
Business conduct ( Data and Cyber Security )
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Environment
As an international corporation in Life Sciences and
molecular diagnostics, QIAGEN knows that a clean
environment is vital to better and healthier living. That’s
why QIAGEN is proactively planning and implementing
measures to manage and reduce the associated risks from
greenhouse gases that come from its activities -- research
and development, manufacturing and transportation.
Our actions reinforce our commitment to sustainability
and long-term resilience.
39%
of all energy sources renewable
35 tons
plastic saved, exceeding our target of 25 tons
4%
reduction in Scope 1 & 2 emissions
compared to 2024
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Climate Change
Our approach
QIAGEN’s long‑term climate ambition is defined by its validated SBTi net‑zero
target, which serves as the overarching reference point for our climate‑related
actions and governance. We recognize the need to decrease the negative
climate-related impact of our global business. Our operations – including
research and development, manufacturing and transportation across the value
chain – contribute to greenhouse gas emissions. By implementing proactive
adaptation measures and strategic planning, we aim to mitigate the associated
risks presented by climate change, reinforcing our commitment to sustainability
and to maintaining long-term resilience.
The material climate‑related impact and risks arise from QIAGEN’s own
activities, including research and development, manufacturing and global
logistics of life‑science and diagnostic products, as well as from business
relationships in its upstream and downstream value chain, affecting the
environment and potentially people through greenhouse gas emissions and
climate‑related effects. In our Double Materiality Assessment, we have identified
the following material impact and risks.
Description
Allocation
in the value
chain (1)
Time
horizon
Topic
Sub-topic
Sub-sub-topic
Policies
Actual negative impact
QIAGEN's operations and business activities contribute
to greenhouse gas emissions
Along the whole
value chain
Short-
term
E1
Climate change; Climate
change mitigation; Energy
Climate policy, corporate
energy policy
Risk
Physical climate risk: Impact on business operations due
to extreme weather events and hazards can limit
production capacities and capabilities
Along the value
chain
Medium-
term
E1
Climate change; Climate
change adaptation
Climate policy, corporate
energy policy
Risk
Risk of transitioning to a 1.5° C economy:
Increased costs due to regulatory requirements and rising
operating expenses and revenue declines due to
insufficient investment in sustainable products and
services
Along the whole
value chain
Long-
term
E1
Climate change; Climate
change mitigation
Climate policy, corporate
energy policy
(1)"Along the whole value chain" refers to the entire business cycle, from purchasing raw materials and semi-finished products (upstream) through the manufacturing process (own operations) to the distribution
of finished products and services (downstream).
The material climate‑related impacts and risks influence QIAGEN’s strategy,
value chain and decision‑making and are addressed through the mitigation
and adaptation actions described in this chapter.
To align our climate efforts with the goals of the Paris Agreement (2015), which
aim to limit  global warming to 1.5°C, we have implemented structured
measures to manage and reduce these impacts. The QIAGEN Climate Working
Group, a dedicated project team within our Corporate ESG Committee, is
responsible for developing and implementing our climate strategy based on the
set Science-Based Targets initiative (SBTi). This strategy is supported by a
comprehensive climate scenario assessment, ensuring a science-based
approach to emissions reduction.
In 2021, we aligned our mid- and long-term carbon reduction targets with the
SBTi and committed to reducing our carbon footprint. Building on this
commitment, we initiated the development of a transition plan in accordance
with the requirements set out in the ESRS. This plan focuses on climate change
mitigation and aligning our operations with the global goal of limiting warming
to 1.5°C. The first steps included improving relevant data, developing indicator
proposals, and conducting project ideation workshops,  which will feed into the
development of the transition plan. The transition plan will be published in
2027.
Our EU taxonomy disclosures in accordance with Article 8 of Regulation
(EU) 2020/852, including the related KPIs, are provided in the annex to this
Sustainability Statement.
Science-based target initiative (SBTi) validation
As part of our commitment to minimize the climate-related impacts of our
business, we have set emission-reduction targets, which have been validated by
the SBTi. SBTi assures they meet the criteria to reduce GHG emissions in line
with a 1.5°C trajectory. The emissions reports are based on the Greenhouse
Gas (GHG) Protocol and include carbon dioxide (CO2), methane (CH4) and
nitrous oxide (N2O) in the  calculation. Our climate ambitions and goals have
been reviewed and approved by our Managing Board and by our Supervisory
Board (Nomination & Governance Committee). The targets have not been
updated since approval.
We engaged various stakeholders, including climate specialists and finance
leadership, through interviews and meetings in setting SBTi targets. The
proposed targets were reviewed and approved by senior committees in 2021.
They are based on the SBTi cross-sector pathway, follow an absolute
contraction approach, and have been assessed to ensure alignment with the
Paris Agreement goals. The targets assume moderate growth, stable demand,
supportive regulation and continued availability of low‑carbon technologies;
significant deviations may affect the emissions trajectory.
Our established targets are based on a 2020 baseline year, which reflects our
standard business operations, even though we faced the challenges of the
COVID-19 pandemic. The targets are defined as follows:
Overall net-zero target: We have committed to reaching net-zero GHG across
the value chain by 2050 from 2020 as the base year (2020: Scope 1: 10,202
t CO2e, market-based Scope 2: 10,416 t CO2e, Scope 3: 405,569 t CO2e).
• Near-term targets: We have committed to reducing absolute emissions we
produce directly (Scope 1) and those from the energy we buy and use
(Scope 2, market-based)  42% by 2030 from a 2020 base year. We also
commit to reducing all other indirect emissions across our value chain (Scope
3) from business travel, use of sold products, and end-of-life treatment of sold
products by 25% within the same timeframe. We further commit that 67% of
our suppliers by emissions covering purchased goods and services, capital
goods and upstream transportation and distribution will have science-based
targets by 2027 (base year 2020: 13%).
• Long-term targets: We have committed to reducing absolute Scope 1, 2 and
3 greenhouse gas emissions 90% by 2050 from 2020, the base year.
The targets are aligned with the SBTi 1.5°C pathway covering Scopes 1–3 with
≥90% absolute reductions by 2050. The final 10% of emissions will be
addressed through carbon removal and neutralization measures.
Progress toward our net‑zero goal is targeted and tracked using a
market‑based approach. Location‑based Scope 2 emissions are not used for
target setting or performance tracking. Targets are defined using the same
boundaries, scopes, gases and base year as the GHG inventory.
For the long‑term target, Scope 1, Scope 2, and Scope 3 account for
approximately 2.5%, 2.5%, and 95% of total emissions, respectively. For the
Scope 1 and 2 near-term target, Scopes 1 and 2  represent approximately 49%
and 51% of combined emissions.
For Scope 1 and Scope 2, the boundaries of the GHG emission reduction
targets fully align with the boundaries of the GHG inventory, and the targets
cover 100% of emissions.  For Scope 3, this also applies to the long‑term
target. The Scope 3 near‑term target focuses on selected categories (3.6, 3.11,
and 3.12), representing 15% of Scope 3 emissions in the base year.
After analyzing greenhouse gas output from key assets and products (locked-in
GHG emissions), we found that the disposal of our products at their end-of-life
contributes minimally to Scope 3 totals, while product use represents an
insignificant amount of the total emissions.
This assessment is based on a life-cycle assessment of sample products
representing QIAGEN’s best-selling consumables product. With potential
natural gas consumption reduction through heat pumps and green electricity
use, we determined that locked-in GHG emissions are not significant, and
therefore, they will not pose any hindrance to our carbon roadmap or SBTi
target achievement. QIAGEN has not implemented an internal carbon-pricing
system, and we have not purchased carbon credits to finance GHG removals or
mitigation projects.
For 2025, we defined the following key targets:
• Scope 1 and 2: further reduce current year emissions by 4.2% of the 2020
emissions as base year. In 2025, we achieved a 4% reduction in GHG
emissions compared to 2024. On a cumulative basis compared against the
2020 base year, we achieved a reduction of 31% or 6,364 tCO2e through
2025.
• Supplier engagement goal: Suppliers by spend further developed toward
achieving the SBTi target by the end of 2027. (For details, refer to Partnering
with our suppliers)
We conducted internal reviews and monitor and report on our progress toward
these targets. This includes regular updates to the Board.
In our current reporting period, we have not yet established separate targets for
Scope 1 and 2 individually, nor for all individual Scope 3 sub-categories. We
first defined key indicators in 2025, and they will enable us to set related
targets by 2026. These targets will continue to evolve in alignment with our
transition plan development.
Examples of defined Scope 3 indicators include:
• Percentage of sustainable aviation fuel (SAF) insetting in logistics (i.e., flight
emissions reduced through carbon credits received for financing the use of
SAF, Scope 3.4)
• Amount of renewable material use (e.g., bio-based polypropylene, Scope
3.1)
• Material reduction initiatives (e.g., blister removal, Scope 3.1)
• Percentage of waste directed to recycling (Scope 3.5)
Several of these indicators contribute to both emission reduction and resource
efficiency, supporting circularity goals (see chapter Resource use and circular
economy).
GHG emissions reduction targets for 2030
Percentage of Scope 1 greenhouse gas emissions reduction (from
emissions of base year)
42%
Percentage of market-based Scope 2 greenhouse gas emissions
reduction (from emissions of base year)
42%
Policies
Our climate policy applies to all employees, especially those in the Climate
Working Group and those across the whole value chain, from raw materials
sourcing, to developing, producing, packaging and distributing products, to
ensure that the impacts and risks are managed effectively. This global policy
also applies to all QIAGEN sites and personnel involved in upstream and
downstream activities, excluding direct application to customers and suppliers.
QIAGEN employees and internal stakeholders can internally access the policy
through our document control system. Affected stakeholders would receive
information through our Sustainability Statement, our webpage, and social
media channels. In setting our Climate Policy, we considered the interests of key
stakeholders, including those of employees, customers, suppliers and external
climate experts and organizations. Our climate policy outlines our committed
targets, as well as how climate-related targets, physical and transition risks, are
identified and managed. It is aligned with internationally recognized
frameworks, including the GHG Protocol, the Science Based Targets initiative
(SBTi), and the objectives of the Paris Agreement. Further, it describes how the
Climate Working Group is integrated within the organization to address
climate change mitigation and adaptation measures. The climate policy was
updated in 2025 to reflect the expanded Scope 3 program structure. The Head
of ESG Strategy and Impact Programs is accountable for this policy and reports
to the Senior Vice President Head of Global Operations. Chaired by the Head
of ESG Strategy and Impact Programs, the Climate Working Group reports its
progress quarterly to the Executive Committee and semi-annually to the
Nomination & Governance Committee of the Supervisory Board.
Our corporate energy policy likewise applies to all employees, especially
Senior Managers and Site Managers responsible for energy aspects in their
areas of control, as well as Line Managers responsible for the implementation
of energy-related measures. It reflects our  commitment to reducing energy
consumption, improving energy efficiency, and transitioning to renewable
energy across our operations by integrating energy principles into business
decisions, processes and products. The objective of the policy is to promote
continual improvement, ensure compliance with applicable regulations, and
support active engagement with employees, partners, and stakeholders to
advance sustainable energy management, with the interests of these
stakeholders considered in the policy's development. QIAGEN employees and
internal stakeholders can internally access the policy via our document control
system. External stakeholders would receive information through our
Sustainability Statement, our webpage, and social media channels. By setting
the guiding principles and requirements for responsible energy use, the
corporate energy policy aims to reduce greenhouse gas emissions and help
mitigate climate change. The Executive Committee is overall accountable for the
Energy Policy and monitors execution and progress. Our Global Head of EHS
reports its progress to the Vice President Global Quality Assurance & EHS, who
reports to the Executive Committee.
Actions
Our actions to reduce greenhouse gas emissions are designed and
implemented as cross‑cutting measures that collectively contribute to the
achievement of our climate‑related targets. They are summarized in our Carbon
reduction roadmap.
QIAGEN Carbon reduction roadmap
Carbon_Roadmap.svg
2020
2025
2026
2027
2030
Base year
Achievements
2026-2030: Goals/Outlook
Start fleet transition
to  electric cars  
U.S./Europe
Ongoing fleet transition
Ongoing fleet
transitions in Europe
and US
Alternative Fuels
(such as SAF or SMF)
for Shipments
Optimizing cold chain
logistics
Ongoing fleet
transitions in
U.S./Europe
Switch to green
electricity at key sites
Start to move to
renewable heating
in Hilden, Germany
Investment in electrification of
heating and improved energy
efficiency
Further investment in the
electrification of heating and
improved energy efficiency
Use of renewable
energy  for all sites in scope
Hilden site to be at net-zero
for Scope 1 & 2
Launch first eco-friendlier
product line QIAwave
Develop circular and
sustainable design
guidelines
Cooperate with customers
to identify recycling
options
Bio-based initiative
or promotion of
Go Greener program
Resource Efficiency –
Circularity Projects
(e.g. Re-grind)
Promotion of recycled
content  and circular products
Launch sustainable
design based products
Summary of activities working toward our SBTi target achievement, using 2020 as the baseline year.
Years reflect the implementation or the planned implementation of the actions.
SAF,
e-cars
Green
electricity
Circularity,
sustainable materials.
We developed our first draft of the decarbonization roadmap in 2024 by
engaging a diverse group of stakeholders, including climate specialists, internal
teams and finance leaders. Among others, these stakeholders included experts
in energy management, circular economy, supplier and industry partners. We
considered a 1.5 °C‑aligned transition scenario, consistent with our SBTi
commitment, and conducted assessments of our current emissions. Insights from
these analysis informed the identification and prioritization of key
decarbonization levers by highlighting areas with the highest emissions
reduction potential and feasibility.
Our decarbonization roadmap is built on two main levers: (i) decarbonization
of our own operations (Scopes 1 and 2) and (ii) decarbonization of our value
chain (Scope 3).
GHG Emissions in
base year (2020)
Achieved GHG emission reduction until
2025, compared to base year
Expected GHG emission reduction until
2030, compared to base year(1)(2)
Expected GHG emission reduction until
2050, compared to base year(3)
t CO2e
%
t CO2e
%
t CO2e
%
Scope 1
10,202
(520)
(5)%
2,760
27%
9,774
96%
Scope 2 (market-based)
10,416
6,884
66%
7,927
76%
9,927
95%
Scope 3
405,569
127,633
31%
101,392
25%
365,012
90%
Total
426,187
133,997
112,079
384,713
(1) The expected emission reduction for combined Scope 1 and 2 emissions (approximately 52%) is
aligned with our target to reduce combined Scope 1 and 2 emissions by 42% by 2030.
(2) The expected emission reduction for Scope 3 is aligned with our target to reduce emissions from
categories 3.6, 3.11, and 3.12 by 25% by 2030.
(3) The expected total emission reduction is aligned with our target to reduce combined Scope 1, 2,
and 3 emissions by 90% by 2050.
Details of our decarbonization roadmap are disclosed in the following
chapters. The implementation of our climate change mitigation actions is
dependent on the availability and allocation of financial, human and technical
resources. Execution is overseen through internal governance and prioritization
processes.In 2025, the Scope 3 program was expanded to cover all areas,
and responsibilities across the extended team were strategically assigned with
clearly defined roles.
Key climate change mitigation actions
Decarbonization of our own operations
Scope 1 & 2
Management of Scope 1 and 2 emissions
To achieve our SBTi target of a 42% cut in Scope 1 and 2 greenhouse gas
emissions by 2030, the key measures are in place and include transitioning
Transition from gas to
renewable electricity
Acquiring Energy
Attributed Certificates
from gas to renewable electricity and acquiring Energy Attributed Certificates
(EAC).
The Carbon Road Map (CRM) prioritizes our major manufacturing sites in
Germany and the U.S. After investing in renewable energy-based technologies
Fleet transition
in EU and US
Installation of
wood pellet burner
and  heat pump
for heating in both locations in 2023 and 2024, the focus in 2025 shifted to
further evaluating potential projects to achieve the 2030 decarbonization
target. In parallel, we have started the implementation of a large heat-recovery
heat pump (HRHP) at our Hilden site in Germany. This HRHP was installed at
Sustainability performance
certifications for
buildings
ISO 14001 and
ISO 50001 certifications
the end of 2025 and will contribute to CO2 reduction in 2026.
At the Germantown, Maryland, site in the U.S., we implemented a metering
concept and a sitewide energy model in 2025 to validate potential CO2
reduction measures from previous energy audits. The expected outcome will be
used to refine the CRM and to schedule the relevant activities until 2030 and
Scope 3
beyond.
ISO certifications play an important role in advancing our climate strategy. The
Sustainable design
concepts for product
development
Reduction of plastics
in products and packaging
Germantown, Maryland, site is on track to achieve ISO 14001 Environment
Management Systems certification in 2026. Our U.K. site in Manchester,
England, is also preparing for ISO 14001 certification in 2026, while the
German site in Hilden successfully attained ISO 50001 Energy Management
Systems certification in April 2025. 
Bio-based plastic
pilot project
Supplier engagement
to meet environmental
targets
In addition, some buildings that are owned or leased by QIAGEN have been
certified as "green" at several locations in the last years: Hilden and Stockach
in Germany;  Manchester in England; and  Frederick and Germantown,
Maryland, in the U.S.  In 2024, QIAGEN signed a new lease for a certified
Maturity model to track
supplier sustainability
Targets for supplier
SBTi coverage
green building in Barcelona, Spain, that is expected to be fully operational in
2026. 
Use of renewable energy
As part of our decarbonization strategy, in 2025, we purchased energy
attribute certificates (EACs) for Hilden, Germany, as well as for all facilities in
the United States and China, which are sourced from unspecified renewable
electricity. Our sites in Sweden and in the Netherlands source their EACs from
hydroelectric and wind turbines. We are planning to transition other locations
to renewable energy sources in accordance with our CRM in the coming years.
Decarbonization of our value chain
Management of Scope 3 emissions
Defining and implementing our Scope 3 decarbonization program presents
several challenges. For instance, strict regulatory requirements and quality
standards must be carefully considered during product development and
manufacturing.
To manage this, the Associate Director for Climate and Circularity reports
directly to the Head of ESG Strategy and Impact Programs. The Plastic
Reduction Working Group, together with teams from, for example, Global
Supply Chain, Research and Development, and Procurement, support the
development of the Scope 3 decarbonization plan.
The objective for the reporting year was to advance sustainability across our
operations through targeted initiatives. Key efforts included:
• the development of a sustainability criteria matrix intended to support
product development and project ideation by enabling informed decisions on
material selection. This matrix will help teams evaluate the CO2 impact of
various materials, including renewable, recycled and those requiring fewer
resources, in comparison to traditional fossil-based materials.
• creating templates for calculating the product carbon footprint of our
instruments and consumables
62%
• the development of a step-by-step approach to transition to supplier-specific,
mass-based data,
• reducing plastic in products and packaging
Our GHG data analysis revealed that plastics are the primary material-based
GHG driver, making this a critical focus area.
In 2025, we further developed our Scope 3 emissions data model with mass
and volume data for key products. This improvement enabled more detailed
analysis, allowing us to identify effective decarbonization measures such as
adopting bio-based plastics and reducing material use through blister removal.
As these improvements represent refinements to the existing Scope 3 calculation
models rather than a structural methodological change, they did not alter the
underlying calculation logic, and year‑on‑year changes reflect business activity,
volume and assumption updates (as reflected in the Corporate Carbon Footprint
below). Both initiatives are expected to deliver measurable reductions in
emissions and resource consumption. Additional examples of circularity-focused
projects can be found in the Circularity chapter. Building on these insights, we
plan to initiate pilot projects in 2026 to further advance our decarbonization
strategy.
Partnering with our suppliers
Collaborating with suppliers is crucial in meeting our greenhouse gas reduction
targets. We hold our suppliers to environmental standards that align with our
sustainability objectives. Through targeted collaborations, we engage in joint
projects, events, and training. Strengthening these partnerships remains a core
focus of our approach. Furthermore our commitment toward sustainability and
expectations for our suppliers are also reflected in our updated Supplier Code
of Conduct, which  places greater emphasis on sustainability, circularity and
environmental stewardship.
In 2025, we deepened engagement with selected suppliers to develop a joint
strategy for achieving our climate commitments. This engagement activity
involved detailed discussions with key partners on their planned and conducted
environmental or climate related activities, and a continued focus on SBTi
progress of our top 300 suppliers that compose >90% of QIAGEN's scope 3
emissions.
Sustainability measures were built into the 2025 KPIs of each procurement
category, with the objective of supporting our SBTi supplier engagement target.
In the reporting year we continued the maturity mapping of our suppliers
toward achieving this engagement target and categorized them in the following
maturity levels:
Level 0: No information available
Level 1: 1 Environmental and 1 Social target
Level 2: Scope 1 and 2 calculated
Level 3: Scope 3 calculated
Level 4: Setting a science-based target in the next 3 years
Level 5: Having a short-term science-based target in line with SBTi
Level 6: Having a net-zero target in line with SBTi
Suppliers with a maturity level between 4 – 6 fall under the SBTi Supplier
Engagement Target. In 2025, suppliers accounting for 62% of emissions
reached level 4 – 6, which means that additional suppliers corresponding to
5% of emissions, 67% in sum, must be included in our ongoing efforts to further
develop and enable them to set their own science-based GHG emissions
reduction targets by end of 2027.
QIAGEN SBTi supplier engagement based on emissions (Level 4 – 6)
20631
SBTi goal
67%
57%
62%
50%
28%
21%
13%
*QIAGEN's SBTi supplier engagement, based on emissions results, are unassured in 2021, 2022
and 2023
In 2025, we conducted individual ESG workshops with identified key partners.
In 2026, we plan to further engage with defined suppliers to ensure
achievement of our SBTi target by the end of 2027.
Methodologies and definitions
• The Supplier Engagement Target measures the total emission’s
percentage of suppliers who have set a science-based climate target
(SBT). The Supplier Engagement Target focuses on suppliers from the
emission categories – Purchased Goods and Services (Scope 3.1) and
Upstream Transportation and Distribution (Scope 3.4). The goal of the
engagement target is to ensure that by end of 2027, 67% of
QIAGEN’s suppliers, measured by their emissions share, have set
science-based targets.
• Each year, we review the climate target programs of selected
suppliers to assess their maturity and categorize them into different
climate readiness levels.
Energy efficiency
Energy consumption and mix
2025 (MWh)
2024 (MWh)
Energy consumption from non-renewable sources
(1) Fuel consumption from coal and coal products
—
—
(2) Fuel consumption from crude oil and petroleum
products
14,231
15,496
(3) Fuel consumption from natural gas
34,845
34,313
(4) Fuel consumption from other fossil sources
—
—
(5) Consumption of purchased or acquired electricity,
heat, steam, and cooling from fossil sources
8,564
8,594
(6) Total fossil energy consumption (MWh)
(calculated as the sum of lines 1 to 5)
57,639
58,403
Share of fossil sources in total energy consumption
(%)
60.9%
59.6%
(7) Consumption from nuclear sources (MWh)
321
375
Share of consumption from nuclear sources in total
energy consumption (%)
0.3%
0.4%
Energy consumption from renewable sources
(8) Fuel consumption for renewable sources,
including biomass (also comprising industrial and
municipal waste of biologic origin, biogas,
renewable hydrogen, etc.) (MWh)
2,705
2,390
(9) Consumption of purchased or acquired electricity,
heat, steam, and cooling from renewable sources
(MWh)
33,959
36,764
(10) The consumption of self-generated non-fuel
renewable energy (MWh)
—
—
(11) Total renewable energy consumption (MWh)
(calculated as the sum of lines 8 to 10)
36,664
39,154
Share of renewable sources in total energy
consumption (%)
38.7%
40.0%
Total energy consumption (MWh)
(calculated as the sum of lines 6, 7 and 11)
94,624
97,932
Energy intensity from activities in high
climate impact sectors(1)
2025
2024
Total energy consumption from activities in high
climate impact sectors (MWh)
94,624
97,932
Net sales from activities in high climate impact
sectors ($ millions) (2)
2,090
1,978
Energy intensity (MWh/$ millions)
45
50
(1) Our business sector is part of the industrial manufacturing sector. All of QIAGEN's energy
consumption is considered as related to high climate impact sectors.
(2) Net sales as shown in Consolidated Income Statement
Methodologies and definitions
Scope and consolidation: Energy consumption data is collected per site
per energy type through a central reporting tool. All data was converted
centrally into MWh.
Methodological limitations: Energy indicators rely partly on estimates and
assumptions where primary energy data is not available. Further,
structural changes, acquisitions, or divestments, as well as changes in
data availability or measurement approaches, may limit the direct
comparability of energy performance over time.
Total energy consumption: Total energy consumption is the sum of fossil
energy consumption, nuclear energy consumption and renewable energy
consumption.
Fossil energy consumption: Fossil energy consumption encompasses all
fossil-based energy consumption that is consumed/combusted at
QIAGEN-controlled sites. Fossil energy consumption at QIAGEN includes
the fuel consumption from crude oil and petroleum products: heating oil,
diesel, and gasoline. Fuel consumption from natural gas: natural gas,
propane.
Consumption of purchased or acquired electricity, heat, steam, and
cooling from fossil sources: district steam, electricity.
Renewable energy consumption: Renewable energy consumption
encompasses all renewable energy consumption, including renewable
electricity from green tariffs, wood waste and biodiesel.
Fuel consumption from renewable sources including biomass: wood
waste, biodiesel.
Fuel consumption of purchased or acquired electricity, heat, steam and
cooling from renewable sources: Renewable electricity sourced from third
parties.
Nuclear energy consumption: Nuclear energy consumption encompasses
the average share of nuclear sources in country-specific electricity mixes,
applied to the non‑renewable portion of the electricity mix. The
calculation is based on estimates, using data from the scientific online
publication “Our World in Data.”
Minimize carbon footprint
In 2025, our Scope 1 and 2 market-based emissions decreased by 4% or 585
tCO2e compared to 2024, as a result of various activities such as the
decommissioning of a combined heat and power plant (CHP) and the extended
use of the new wood pellets boiler in Hilden; the replacement of fossil energy
using equipment and adjustments to set points in the building management
system (BMS) at the Germantown, Maryland, site.
In 2025, our total Scope 3 emissions decreased by approximately 13%
(41,560 t CO2e) compared to the year-ago period.
The overall reduction in 2025 was mainly driven by a decrease in Scope 3.1
Purchased Goods and Services, caused by the application of a new DBEIS
spend‑based version which strongly affected the emission factors we apply, as
well as a reduction in Euro spend and exchange rate effects. Scope 3.4
Transportation and Distribution also declined, due to a reduction in both
transport‑related spend and volume.
In contrast, Scope 3.3 Fuel‑ and Energy‑Related Activities increased due to
changes in emission factors, particularly for green electricity. Scope 3.6
Business Travel showed a notable increase, primarily driven by a higher
number of business flights, especially within Europe. Scope 3.7 Employee
Commuting also increased compared to the previous year, reflecting the
application of new commuting assumptions for Asia, including updated modal
split data and distances.
An increase was recorded in Scope 3.11 Use of Sold Products, driven by an
increase in instrument sales and revised assumptions regarding average
lifetime. Scope 3.12 End‑of‑Life of Sold Products remained broadly stable.
Scope 3.5 Waste Generated in Operations increased compared to the previous
year, mainly due to a comparable rise in waste quantities.
Finally, Scope 3.15 Investments decreased in 2025, reflecting a reduction in
revenues associated with investments.
Corporate Carbon Footprint
Retrospective
Milestones and target years(4)
GHG emissions (tCO2e)
Baseline
(2020)
Comparative
(2024)
2025
% Change
2025/2024
2030
2050
Scope 1 GHG Emissions
Gross Scope 1 GHG emissions
10,202
11,378
10,722
(6)%
n/a
n/a
Scope 2 GHG Emissions
Gross location-based Scope 2 GHG emissions
19,239
14,718
13,215
(10)%
n/a
n/a
Gross market-based Scope 2 GHG emissions
10,416
3,461
3,532
2%
n/a
n/a
Scope 1 and 2 GHG emissions (market-based)
20,618
14,839
14,254
(4)%
11,958
2,062
Significant scope 3 GHG emissions
Percentage of primary data in Scope 3 (%)(3)
5%
12%
140%
1 Purchased goods and services(1)
293,619
247,399
196,323
(21)%
n/a
n/a
3 Fuel and energy-related activities
3,007
5,504
6,530
19%
n/a
n/a
4 Upstream transportation and distribution(1)(2)
36,633
21,640
26,498
22%
n/a
n/a
5 Waste generated in operations(2)
3,628
2,470
1,511
(39)%
n/a
n/a
6 Business traveling
7,900
11,363
14,288
26%
5,925
n/a
7 Employee commuting
6,613
8,536
9,430
10%
n/a
n/a
11 Use of sold products
1,534
881
1,375
56%
1,151
n/a
12 End-of-life treatment of sold products
52,635
20,407
20,699
1%
39,476
n/a
15 Investments
—
1,371
1,357
(1)%
n/a
n/a
Total Gross indirect (Scope 3) GHG emissions (tCO2e)(5)
405,569
319,571
278,011
(13)%
46,552
40,557
Total GHG emissions(5)
426,187
334,410
292,265
(13)%
58,510
42,619
Total GHG emissions (location-based) (tCO₂e)
435,010
345,667
301,948
(13)%
Total GHG emissions (market-based) (tCO₂e)
426,187
334,410
292,265
(13)%
(1) We are committed that 67% of our suppliers by emissions covering scope 3.1. purchased goods and services and scope 3.4 upstream transportation and distribution, will have science-based targets by
2027 (supplier engagement goal).
(2) In Scopes 3.4 and 3.5 a methodological update was applied to improve the reported data. In Scope 3.4, we use primary data provided by our logistics suppliers, and two of our main suppliers updated
their emissions calculation methodologies in 2025. In Scope 3.5, we improved our estimation methodology for the underlying waste activity data. Due to the methodological updates, the 2025 results are not
directly comparable with 2024. For comparability purposes, 2024 figures were recalculated using the revised methodology, resulting in 28,572 t CO₂e for Scope 3.4 and 1,414 t CO₂e for Scope 3.5.
(3) The increase mainly reflects the inclusion of Scope 3.6, for which primary data coverage was calculated for the first time. For comparability purposes, the primary data share, including Scope 3.6, was
recalculated for 2024, resulting in a primary data share of 9%.
(4) We disclose our  targets in line with our SBTi commitments: By 2030, we have committed to reducing our Scope 1 and Scope 2 GHG emissions by 42%, and our Scope 3 GHG emissions by 25% for
selected categories (3.6, 3.11, 3.12). By 2050, we have committed to achieving a 90% reduction of Scope 1, 2, and 3 GHG emissions.
(5) This figures for 2030 does not cover all relevant Scope 3 categories and is therefore not comparable with other years.
Methodology
Overall, we apply the Corporate Accounting and Reporting Standards as
outlined in the Greenhouse Gas Protocol (GHG Protocol) for the GHG
emissions reporting. Further, we consider the same companies in the
GHG accounting as in the financial reporting. Hence, the consolidated
GHG emissions include all emissions from subsidiaries where QIAGEN
has financial control. Please refer to section General information, Sources
of estimation and outcome uncertainty.
Scope 1 covers direct GHG emissions from the combustion of fossil fuels
on the QIAGEN premises and by company vehicles. There are no Scope
1 GHG emissions from regulated emission trading schemes.
Scope 2 covers indirect GHG emissions originating from the external
generation of electricity for our operational and business activities. They
are reported using both a location-based and market-based approach.
The market based calculation method for Scope 2 emissions reflects
emissions calculated with the energy source mix used by each of our sites
and is our first priority. When no site‑specific emission factor is available
in the market‑based calculations, the residual mix is applied. The location-
based method reflects the average emissions intensity of grids on which
energy consumption occurs and is disclosed in all cases, irrespective of
the availability of market‑based data.
Scope 3 covers upstream and downstream emissions that occur along our
value chain. The sub-categories are reported separately in the table
Corporate Carbon Footprint (CCF) by Emissions Category shown above.
We initially assessed the material Scope 3 categories in 2018, and with
continued monitoring, we will conduct a re-assessment only in case of a
triggering event because our overall business model has not changed.
In 2025, we again considered these categories relevant to our
operations: Scopes 3.1. (purchased goods and services), 3.3. (energy-
related activities), 3.4. (upstream and downstream transportation and
distribution), 3.5. (waste in operations), 3.6. (business travel), 3.7.
(employee commuting), 3.11. (use phase of sold products), 3.12. (end-of-
life treatment of sold products) and 3.15. (investments). The remaining
Scope 3 categories are not relevant for QIAGEN as they are either not
applicable to the business model or assessed as immaterial due to their
negligible impact on total Scope 3 emissions.
Scope 3.1 was calculated using a spend‑based approach, applying
DESNZ 2022 spend‑based emission factors (inflation‑ and
currency‑adjusted to 2025) to supplier spend mapped to SAP categories.
The supplier spend data is partly influenced by the recalculation of spend
into the reporting currency. Secondary data was used, and an average
emission factor was applied for companies with a purchase volume of
below 50k.
Scope 3.3 was calculated using an activity‑based approach based on
energy consumption data, applying DBEIS/IEA emission factors. The
calculation relies on secondary data.
Scope 3.4 was calculated using a hybrid approach, prioritizing
supplier‑specific primary data from logistics providers. Where
unavailable, emissions are estimated using secondary spend‑based data
and average emission intensities.
Scope 3.5 was calculated using a mass‑based approach, applying waste
quantities by treatment type to Ecoinvent v3.12 (IPCC 2021) emission
factors. Secondary data and estimates are used; transport emissions are
excluded in line with GHG Protocol guidance.
Scope 3.6 was calculated primarily using supplier‑specific primary data
from travel providers. Where unavailable or unreliable, DESNZ
well‑to‑wheel emission factors are applied using activity‑ or spend‑based
methods.
Scope 3.7 was calculated using a mass‑based model, applying regional
assumptions and DESNZ well‑to‑wheel emission factors. The calculation
relies exclusively on secondary data.
Scope 3.11was calculated using an mass‑based approach, based on
sales volumes, product energy consumption assumptions and an average
seven‑year lifetime, applying Ecoinvent electricity emission factors.
Secondary data only is used.
Scope 3.12 was calculated using a mass‑based approach, applying
product weights to Ecoinvent v3.12 waste treatment emission factors
reflecting typical disposal routes. The calculation relies on secondary
data.
Scope 3.15 was calculated applying EXIOBASE emission factors via
Climatiq to investment values. Secondary data is used due to limited
availability of investee‑specific data.
Biogenic CO2 Emissions (t CO 2 e)(1)
2025
2024(2)
Gross Scope 1 biogenic GHG emissions
974
—
Gross Scope 2 biogenic GHG emissions
—
—
(1) We do not report Scope 3 biogenic emissions, as the majority of Scope 3 emissions arise
from category 3.1 and are calculated using spend‑based DBEIS emission factors, which do
not allow for a further breakdown into biogenic CO₂ emissions.
(2) In 2024, these values were not collected.
Our corporate carbon footprint
In 2023, we launched a digital tool for facilities to collect and report
Scope 1+2 emissions
Goal: Reduce by 42% by 2030
environmental data more transparently and accurately. By 2025, it evolved into
794
an integrated platform with real-time data validation and streamlined
806
consolidation. Environmental indicators, along with ratios to consolidated net
sales per the Consolidated Income Statements, for both short- and long-term
performance monitoring, are shown in the table below.
Cloud-Icon.svg
GHG intensity
(market-based) per net
sales
2025
2024
%
Total GHG emissions
(market-based) (tCO₂e)
292,265
334,410
(13)%
Total net sales in $
millions
2,090
1,978
6%
Total GHG emissions
intensity (tCO2e/$
million)
140
169
(17)%
Scope 3 emissions
Goal: Reduce by 25% by 2030
Supplier engagement goal by 2027
QIAGEN
2025 Emissions
~292k tons
GHG intensity
(location-based) per
net sales
2025
2024
%
Total GHG emissions
(location-based) (tCO₂e)
301,948
345,667
(13)%
Total net sales in $
millions
2,090
1,978
6%
Total GHG emissions
intensity (tCO2e/$
million)
144
175
(17)%
Scope 1+2 emissions
Scope 3 emissions
11k
1 Company vehicles;
combustion of fossil fuels
4k
2 Purchased electricity,
heat, or steam
196k
3.1 Purchased goods
and services
7k
3.3 Fuel and energy-related
activities
26k
3.4 Upstream transportation
and distribution
2k
3.5 Waste generated
in operations
14k
3.6 Business traveling
10k
3.7 Employee commuting
1k
3.11 Use of sold products
21k
3.12 End-of-life treatment
of sold products
1k
3.15 Investments
In 2025, both market-based and location-based GHG intensity per net sales
decreased by 17%. We use the GHG intensity ratio, which looks at the amount
of total GHG emissions including Scope 1 and 2 market-based emissions and
all Scope 3 categories emissions in relation to our total net sales (net sales
value was retrieved to calculate the GHG emission intensity).
Resource use and circular economy
Our approach
By thoughtfully reassessing the resources we use and the impacts generated by
our products and services, we aim to promote circularity and resource
efficiency. Additionally, we strive to stimulate the development of more eco-
friendly products with a reduced negative impact on the environment, such as
those made from recycled and recyclable materials. Because plastic is our main
raw material, it plays a significant role in our resource efficiency and circularity
measures. The responsibility for implementing actions toward circularity lies
within several areas, including procurement, logistics, production, research and
development, service and sales. Integration of circularity and resource
efficiency within our daily production and product development processes aims
to contribute to our climate change mitigation and emission reduction efforts.
The Associate Director for Climate and Circularity led the introduction of the
new Scope 3 Program in 2025, as described in the chapter Management of
Scope 3 Emissions. The Scope 3 Program is closely linked with our circularity
strategy, particularly through sub‑categories such as Scope 3.1, Scope 3.11,
Circularity and resources
conservation
Plastic Reduction
and Scope 3.12. Within these categories, we explicitly integrate circularity
considerations as we define actions for resource efficiency, product life cycle
management, and end‑of‑life recovery. Further, as described in chapter
Decarbonization of our value chain , circularity is part of the sustainability
criteria matrix, supporting a standardized reflection of theses criteria in our
product development processes.
Technical, regulatory, safety and hygiene standards necessitate the use of
plastics in the production of many of our products, as well as for transport and
packaging. We are actively working to reduce plastics without compromising
product quality. To mitigate the adverse environmental impacts caused by
plastic in transport, packaging and products, we adopted a “replace – reduce
– reuse – recycle – recover” approach.
The material impacts, risks and opportunities related to resource use and
circular economy arise from QIAGEN’s product‑based business model and
inform strategic priorities in product design, material selection and value‑chain
optimization. These impacts occur across QIAGEN’s own operations and its
upstream and downstream value chain, including sourcing, manufacturing,
packaging, distribution and end‑of‑life treatment of products, primarily affecting
the environment, while no material direct impacts on people have been
identified in relation to resource use and circular economy. In our Double
Materiality Assessment, we identified negative impacts, risks and opportunities
related to circular economy as shown in the table below:
Introduction of circularity throughout the value chain
ValueChain.svg
Preferably
sustainable sourcing
Bio-based Plastics
Circularity
Collaborating and
developing further
towards SBTi Achievements
Suppliers
ValueChain_Arrows.svg
Customers
QIAGEN
Customer survey
on waste
management
Closing the loop
Reduce, reuse,
recycle
Transport
service optimization
Description
Allocation in
the value chain
Time
horizon
Topic
Sub-topic
Sub-sub-topic
Policies
Actual
negative
impact
Depletion of resources (use of virgin raw material; not
enabling alternative secondary raw materials) and cause
of pollution due to use of fossil based materials or non-
renewable resources (especially oil, gas), which leads to
emissions and pollution in nature (destruction of
biodiversity, land-use, increase in emissions (CC) etc.)
Upstream
Short-
term
E5
Resource use and circular economy -
Resource inflows, including resource
use
Corporate environment health and safety
policy, Plastic policy
Risk
Higher costs could occur as many recycled /secondary
alternatives are currently only available at a premium
and are more expensive
Upstream
Short-
term
E5
Resource use and circular economy
Entity specific
Sustainable Procurement
Corporate environment health and safety
policy, Plastic policy
Opportunity
Lower sourcing,  reduced logistic, and operational costs
due to optimized usage of materials through, e.g., less
weight (thinner materials), deploying the Recycle, Reuse,
reduce principles (3R principles) . principles and closing
material loops.
Along the whole
value chain
Medium-
term
E5
Resource use and circular economy -
Resources inflows, including
resource use; Resource outflows
related to products and services
Corporate environment health and safety
policy, Plastic policy
Opportunity
Increased product demand as products with a lower
carbon footprint and circularity features are more geared
toward the expectations of our customers
Downstream
Medium-
term
E5
Resource use and circular economy -
Resources inflows, including
resource use; Resource outflows
related to products and services
Corporate environment health and safety
policy, Plastic policy
Actual
negative
impact
Environmental burdens, via spreading into soil and
aqueous environment in solid or leachate form, can
occur through improper waste handling and disposal in
landfills or by incineration
Own operations
and downstream
Short-
term
E5
Resource use and circular economy -
Waste
Corporate environment health and safety
policy, Plastic policy
Risk
Increasingly stringent environmental regulations in
Europe and the United States may require stricter controls
on emissions, waste disposal, and resource use. Non-
compliance could result in fines and operational
disruptions
Along the whole
value chain
Medium-
term
E5
Resource use and circular economy -
Resource outflows related to
products and services; Waste
Corporate environment health and safety
policy
While reduced logistics costs and increased product demand were identified,
we do not expect them to significantly impact QIAGEN's financial position.
Investment costs, slow customer adoption and implementation challenges may
delay savings, while external economic conditions, such as high energy prices,
could further obscure the opportunities which we identified during the double
materiality assessment.
The material impacts related to resource use and circularity influence
QIAGEN’s value chain and operational decision‑making and are addressed
through the actions described in this chapter.
Targets
Plastic
Because plastics are QIAGEN’s main material-based emission source, we have
expanded the scope of our targeted plastic savings to include transport
packaging, primary product packaging and operational plastic waste.
Material impacts related to plastics arise from the use of fossil‑based,
non‑renewable resources. We set and surpassed our corporate project-related
target to reduce plastics by more than 25 tons in 2025, with an absolute
reduction of 35 tons achieved. We continued and expanded actions disclosed
in prior periods in 2025, with progress reflected in the plastic target
achievement. Especially, we achieved this target by expanding our actions
beyond our QIAwave product line to other products.
The 2025 plastic target is measured on an absolute basis, by aggregating the
savings of all ongoing plastic reduction projects connected to product,
operational and transportation plastic. The plastic KPI is calculated on the basis
that baseline designs would remain unchanged, compared to a scenario
without the implemented reduction measured, and that only directly attributable
and quantifiable plastic savings are included. A baseline of 1 January 2025
with a baseline value of 0  tons has been defined for this target, as it is set as
an absolute target with progress tracked on an absolute basis. There were no
changes to the target, metric, methodologies or underlying assumptions during
the reporting period. We set this target voluntarily; it is not required by
legislation.
With our corporate target, we focus on reducing primary plastic materials such
as styrofoam, cling wrap, and plastic trays, and replacing them with renewable
materials or eliminating them with innovative approaches. The target supports
the sustainable use of resources by prioritizing plastic avoidance, material
reduction and substitution, thereby reducing the demand for virgin fossil‑based
plastics in line with the cascading principle. While these innovative approaches
take the interests of customers directed toward more eco-friendly products into
consideration, we did not involve external stakeholders in the target-setting
process. The plastic reduction target is not based on a quantified science‑based
threshold, but is an internally defined operational target. The Plastic Reduction
Working Group monitors the progress, with regular reporting and
accountability measures in place.
For our projects in 2025, we had set a target to achieve an absolute plastic
savings of more than 25 tons. To work toward this goal, our plastic reduction
working group regularly collected and evaluated project ideas. These projects
aimed to reduce plastic usage in various areas, including transportation
packaging, product plastic components and operational processes. One
specific initiative involved using thinner, pre-stretched plastic foil for wrapping
pallets. These targets align with identified material sustainability impacts, risks
and opportunities related to resource use. For example using less material and
products with a lower plastic footprint positively contributes to the identified
opportunities of lower logistics costs and an increasing demand for products
with a lower emission footprint. Currently, there is no financial effect as we
have not yet considered how these opportunities and risks are accounted for.
For the optimized use of other materials, we are nevertheless working on
incorporating more recycled materials in our product portfolio, also with regard
to packaging (read more in the section Portfolio and product development
below).
In 2025, we defined a long list of additional indicators, as described in
chapter Climate Change, including the SAF deployment and the amount of
renewable material used. In 2026, we plan to shortlist a set of indicators that
will help to monitor the  emission reductions and the circularity contributions of
our actions,  and to define the emission-reduction targets in 2027.
Waste management
In 2024, we collected data on waste disposal methods  to identify targets to
reduce the amount of waste going to landfills and incineration by 2030.
Although we do not have official waste-reduction targets in place yet, they were
defined in 2024 and detailed in 2025. These targets are undergoing the
approval process and are expected to be fully adopted in early 2026. Waste 
targets will be used to steer improvements such as recycling, recovery and
reuse at our operational sites.
Policies
Corporate Environment, Health and Safety (EHS) Policy
QIAGEN’s Corporate Environment, Health and Safety (EHS) Policy provides the
overarching framework for managing environmental impacts related to resource
use, waste generation and pollution across own operations. The policy applies
globally to all QIAGEN sites and employees and establishes binding
requirements for compliant handling, storage, treatment and disposal of
materials and waste.
Result of expanded plastic reduction in 2025
35 tons of plastic reduction,
exceeding the target of 25 tons in 2025
KentieDesign_QIAGEN_AR25_OverviewPages_Redesign_Plastic-Reduction_V2.png
Plastic footprint reduction
Reduce
KentieDesign_QIAGEN_AR25_OverviewPages_Redesign_Plastic-Reduction.png
Replace
Recycle
Waste management practices described in this chapter are derived from and
governed by the Corporate EHS Policy and are not a standalone policy. In line
with the waste‑hierarchy principle, the policy requires sites to prioritize waste
prevention, reuse, recycling and recovery, and to ensure compliant disposal
where avoidance is not possible.
The EHS Policy is informed by internationally recognized standards and
regulatory frameworks, including ISO 14001 Environmental Management
Systems and applicable waste and chemicals legislation. The policy is available
to employees via QIAGEN’s document control system and intranet; relevant
information is communicated externally through the Sustainability Statement and
QIAGEN’s website.
Monitoring and oversight are ensured through site‑level controls, internal audits
and regular EHS reporting to central functions and management.
Responsibilities for implementation rest with site leadership, with escalation
mechanisms in place to address non‑compliance or significant deviations.
Plastic policy
In support of our reduction efforts, we adopted a plastic policy in 2024,
pointing out circularity aspects by referring to the principles of replace, reduce,
reuse, recycle and recover, considering the waste hierarchy. The plastic policy
addresses QIAGEN’s material impacts related to resource depletion,
fossil‑based plastics and plastic waste across the value chain. The policy
outlines how QIAGEN can reduce its resource depletion by implementing
alternative materials and feedstocks or replacing single-use plastics with
reusable, durable, repairable items for the opportunity of optimized usage of
materials. It contributes to UN Sustainable Development Goal 12 (Responsible
Consumption and Production), and supports sustainable sourcing through the
investigation of alternative materials, recycled and recovered content, and
design‑for‑recycling requirements.
The Plastic Policy is informed by internationally recognized principles and
standards, including the waste‑hierarchy reflected in EU waste legislation and
ISO 14001 Environmental Management Systems.
The policy is available to our employees through our document control system
and our intranet. Affected stakeholders would receive information through our
Sustainability Statement, our webpage, and social media channels. In setting
our Plastic Policy, we considered the interests of these key stakeholders.
The plastic policy establishes our actions - primarily in QIAGEN’s own
operations - to reduce the plastic footprint caused by QIAGEN’s products and
business activities, thereby reducing the use of environmentally harmful
substances and non-renewable resources:
• investigating and implementing alternative materials,
• labeling our products accordingly and providing recycling instructions,
• integrating the design-for-recycling requirements into the product
development process,
• replacing single-use plastics with reusable, durable, repairable items,
• amending product development standard operational procedures (SOPs)
The actions outlined in the plastic policy, and described in more detail in the
next chapter, are ongoing and implemented continuously. They are intended to
be completed or further developed on a rolling basis in the short- to
medium‑term.
The policy is applied across the organization, and the Plastic Reduction
Working Group, a sub group within the Climate Working Group, is
accountable for its monitoring and implementation. This includes monitoring the
impacts of projects connected to the use of plastic, tracking progress against
plastic reduction KPIs, and reporting at group level. The policy addresses
actions that occur in the upstream (e.g., sourcing alternative materials) and
downstream value chain (e.g., recycling instructions for end-users).
Waste management practices
The waste‑management practices described below are derived from and
governed by QIAGEN’s Corporate Environment, Health and Safety (EHS)
Policy.
Our operational waste is generated primarily from production, research and
development activities conducted at our sites. Our waste is classified into two
main waste streams: non-hazardous and hazardous. Hazardous waste consists
of electronic, electrical, chemical and biological waste and non-hazardous
consists of paper, cardboard, plastic, glass and compostable waste.
To prevent the negative impact of improper waste handling and disposal into
landfills, we have internal controls at our sites designed to ensure compliant
storage, removal and disposal at end of life.
We have global procedures for the management of waste, which instruct our
sites to apply the theory of waste hierarchy to minimize waste and implement
waste management practices at their site. The waste hierarchy comprises the
prevention of waste, the reuse of materials, the recycling of materials, the
recovery and disposal of waste.
The local sites apply these procedures with documented internal controls which
are specific to the waste streams produced at their site. The site leadership are
responsible for implementation aiming at reducing the risk of non-compliance
with increasingly stringent regulations and to avoid fines or operational
disruptions.
Actions and resources related to resource use and circular
economy actions
Plastic
Feedback from events, surveys and investor calls indicates that our customers
expect QIAGEN to invest in alternative materials and in environmentally
conscious solutions, all while remaining cost-sensitive and competitive. Our
decision to minimize the use of plastic, therefore, aims to reduce the risk that
our customers will seek out other suppliers who can provide more
environmentally friendly products. If our products feature a lower carbon
footprint and circularity, then we create an opportunity for increased demand
because the products meet customers’ expectations. Our global cross-functional
Plastic Working Group is working on identifying the opportunities to reduce
plastic use and is exploring  alternative materials that are among other things 
resource efficient, recyclable and/or renewable and cost-effective.
In order to identify the biggest leverage, we conducted an initial assessment in
2019, a life cycle assessment (LCA) in 2021 of the QIAamp DNA Mini Kit, one
of our bestselling products. The detailed report on the LCA can be found on our
website under Sustainability. Based on the results, we received confirmation
that the plastic within our kits is the main contributor to our Corporate Carbon
Footprint (CCF). That is why we have focused our strategy and business model
on plastics.
Portfolio and product development
Our plastics target focuses on minimizing primary raw materials, but we also
consider circular economy aspects in the design and development of our
products by incorporating recycled materials into our products and
dematerializing plastics in products and packaging. Optimized use of materials
can also be achieved through closing material loops, including materials used
and alternative logistic options.
For example, our QIAwave products require less material than standard kits. In
addition, the collection tubes in the QIAwave kits are made from 100%
recycled material. The QIAwave kits are packaged in FSC-certified cardboard
boxes and polyethylene and low-density polyethylene plastic bags. The blister
packs have been removed from the packaging as part of QIAGEN’s
dematerialization efforts in the upstream value chain. The FSC-certified boxes
are considered as a reliable chain of custody certification. This enables
approximately 76% recycled content in the entire packaging system.
Processes and indicators for circular design are considered in the sustainability
matrix as described in chapter Decarbonization of our value chain, focusing on
secondary and alternative raw materials. The sustainability criteria matrix is
planned to be introduced to further support our product development teams in
making informed decisions during the product development processes. A
project team has been established to ensure a harmonized approach.
In 2025, we optimized the plastic consumable concept for a new, high-
throughput sample preparation platform, the QIAsprint Connect, launched in
February 2026. The new innovative plastic concept reduces plastic use up to
50% and packaging volume by up to 40%, lowering waste and optimizing
transport and storage of the plastic consumables.
Go Greener program
QIAGEN’s Go Greener program launched in 2025, is an initiative designed to
enable customers to make more sustainable choices in the laboratory. Through
this program, QIAGEN highlights products designed to be less hazardous,
generate less waste, for shipping with reduced environmental impact and
enhanced stability. The products included in the program can be easily
identified by the green leaf symbol when browsing QIAGEN’s website.
As we are committed to optimizing our products for their sustainability and to
ensuring that all eco-friendlier claims are documented transparently, each of our
environmentally friendlier products has a fact sheet that clearly outlines the
associated sustainability claims.
Circularity and lifecycle analytics
Several studies and LCAs were commissioned in the last years to better
understand GHG emissions and circular economy related aspects of our
business and optimize our products.
The increased understanding of data due to the studies enabled us to run
scenario analyses, with which we can measure the impact of actions taken and
prioritize activities with the greatest optimization potential in the coming years.
The estimated rate of recyclable content in our products and their packaging
(recyclability) is 76% (2024: 70%). This estimation was specifically focused on
one of our best-selling products, the QIAamp DNA Mini Kit, which represents
the consumables category. The analysis considered the main materials used in
the kit: plastics and paper, which together account for more than 80% of the
kit's weight. The scope of this assessment is limited to consumables and does
not include laboratory instruments. For more details, please refer to the Life
Cycle Assessment (LCA) of the QIAamp DNA Mini Kit available on our website
at www.qiagen.com/sustainability.
In principle, all QIAGEN products and packaging can be recycled at the
component level. However, local waste recycling requirements must be
considered, especially if components become contaminated during use. In the
next step, we will conduct a more detailed analysis of the recyclability of our
top-selling products and their packaging in the mid-term.
For one of our instruments, QIAstat-Dx, an LCA was performed in 2024 by an
accredited scientific partner. After completion the LCA of QIAstat-Dx, the focus
in 2025 shifted to evaluating product carbon footprints. Templates were
created to support the preliminary assessment of environmental impacts
resulting from various material selections or design choices. This enables a
tradeoff for alternative materials at the early stages of design.
Biobased pilot project
We launched a bio-based polypropylene (PP) pilot project. This decision
followed the validation of its carbon footprint by Fraunhofer ICT by means of a
LCA. The project focuses on sourcing sustainable materials within the upstream
value chain and applies to our global operations. In 2025, we completed a
pilot project to convert our QIAcube Rotor Adapter to bio-based PP. This will be
licensed to the International Sustainability & Carbon Certification (ISCC) Plus
program and will be launched in 2026. The findings from this pilot project
provide a framework to support further decision-making around the use of bio-
based plastic resin in other suitable products, and offer a promising solution for
QIAGEN's and its customers' decarbonization program.
Best practice mapping for sustainability initiatives
In 2025, a "Best Practice Mapping" approach was applied to identify projects
with measurable sustainability impact—such as reducing packaging material or
optimizing material usage—that had been successfully launched in one region.
These projects were analyzed for potential implementation in other regions. This
approach has a specific focus on transportation and distribution activities. It
was launched to evaluate opportunities for scaling positive impacts from
regional to global level. A set of feasibility projects are being documented to
support circularity and sustainability objectives.
The initiatives aim to reuse materials and reduce resource consumption, e.g., by
shifting to paper-based options and replacing Styrofoam and plastic
components. All initiatives are currently recorded and assessed by local teams
for feasibility and scalability.
Development of emission calculation methodology
In 2025, we initiated a phased transition from a spend-based to a mass-based
approach for calculating Scope 3.1 emissions. Pilot projects were launched for
chemicals, bio-reagents, and plastics to improve data accuracy and
transparency. Mass data for chemicals and bio-reagents was collected and
combined with emission factors mainly from Eco Invent 3.11 and for certain
chemicals, supplier-specific emission factors are applied to calculate emissions.
Initial results showed that the mass-based method provides significantly lower
and more accurate emissions compared to the spend-based calculations.
Additional pilots are planned to expand data coverage and support full
transition in line with GHG Protocol requirements.
Waste management actions
In 2025, we completed a successful pilot at our Hilden, Germany, site,
demonstrating the potential of pyrolysis—a chemical recycling process—to
convert plastic laboratory waste into high-quality oil for reuse in chemical
feedstock. Although a full transition from incineration to vendor-managed
pyrolysis by 2025 was not feasible due to supplier and technology readiness,
this initiative marks an important step toward circular solutions. We remain
committed to advancing this approach as technology evolves in the future.
Metrics
Materials used (resource inflows)
Please refer to the definitions and methodology below. The extrapolated total
weight of technical and biological materials used for manufacturing products,
including product packaging, and providing services in 2025 was 10,126.8
tons (2024: 8,867 tons).
The total amount of biological material is 927.7 tons. The share of biological
materials is 9.2%. QIAGEN did not disclose these figures in 2024.
For packaging, we used 920.3 tons of cardboard (2024: 902 tons).
Furthermore, we used 5.4 tons of enzymes for our products (2024: 0.3 tons).
The weight of the reused or recycled secondary materials used for product
manufacture incl. packaging and services was 798.4 tons (2024: 334 tons),
accounting for 7.9% of the total materials (2024: 3.8%).
Resource inflows: Methodologies and definitions
• The weight of products and materials used was determined using raw
material data from Hilden, Germantown, Shenzen and Frederik as
recorded in SAP. This data was then extrapolated based on revenue
data ratio from all QIAGEN sites.
• The weight of renewable input materials sourced from regenerative
origins was calculated for cardboards, enzymes and other biological
materials (e.g. DNA fragments and antibodies). Other biological
materials were considered for the first time, as this data had not been
available in previous reporting periods. Cardboard consumption data
was reported for all QIAGEN sites. For enzymes and other biological
materials, actual data from Hilden, Germantown, and Frederick was
used.
• The weight of reused or recycled (non-virgin) products and materials
mentioned above was calculated with actual data on plastic
consumption and cardboard use; data on the share of recycled
content in cardboard was available only for Hilden. This share has
been applied to all cardboard used in QIAGEN.
• The total share of biological material was calculated by dividing total
weight of cardboard, enzymes and other biological materials by the
total weight of all products and materials. The data source and
extrapolation is the same as stated above.
• The share of recyclable materials in products is determined based on
a life‑cycle assessment (LCA) conducted for the QIAamp DNA Mini
Kit. Laboratory instruments are excluded from the calculation, as their
contribution to the recyclable material share of sold products is
currently not assessed due to limited availability of reliable recycling
data and their comparatively low relevance in terms of mass.
Resource outflows: Waste management
Waste production by type (In
tons)
2025
2024
Total
Percentage
Total
Percentage
Non-hazardous waste
1,138
70%
1,054
70%
Hazardous waste
478
30%
444
30%
Radioactive waste
—
—%
—
—%
Total waste
1,616
100%
1,498
100%
Recycled:
Non-hazardous waste recycled
808
71%
767
73%
Hazardous waste recycled
54
11%
23
5%
Total recycled waste
861
53%
790
53%
Waste production by type (in
tons)
2025
2024
Total
Percentage
Total
Percentage
Non-hazardous waste:
Non-recycled waste:
Anaerobic digestion
27
2%
24
2%
Composting
—
—%
9
1%
Incineration (mass burn)
57
5%
71
7%
Landfill
246
22%
183
17%
Total non-recycled waste
331
29%
287
27%
Recycled waste:
Recovery, including energy
recovery
436
38%
448
43%
Recycling
371
33%
319
30%
Preparation for reuse
—
—%
—
—%
Total recycled waste
808
71%
767
73%
Total non-hazardous waste
1,138
100%
1,054
100%
Hazardous waste:
Non-recycled waste:
Incineration (mass burn)
393
82%
398
90%
Landfill
4
1%
3
1%
Medical waste incinerated
28
6%
20
4%
Total non-recycled waste
424
89%
421
95%
Recycled waste:
Recovery, including energy
recovery
36
8%
7
1%
Recycling
17
4%
16
4%
Preparation for reuse
—
—%
—
—%
Total recycled waste
54
11%
23
5%
Total hazardous waste
478
100%
444
100%
Resource outflows: Methodologies and definitions
• Based on actual data for the main manufacturing sites, we have
analyzed hazardous and non-hazardous waste data. We then
extrapolated this data to all other manufacturing sites.
• Subsequently, we incorporated data for all of our largest principal
supply chain entities. We do not anticipate material impacts from
sales entities, as they do not hold significant stock in their warehouses;
all deliveries are shipped directly from the principal supplying hub to
the customer. To account conservatively for residual waste quantities
from smaller entities not included in the primary data set, a flat uplist
of 5% was applied.
Resource outflows: End-of life treatment of sold products
End-of-life treatment of sold products includes all products sold to the market,
including packaging. Our main products are consumable products (sample and
assay kits for Life Sciences and diagnostics), instruments and automation
systems.
Our assays typically consist of plastic tubes containing reagents and buffers.
Plastic components are one key material and are generally disposed of after
use due to contamination with samples considering local regulations. It is
assumed that non contaminated plastic components and packaging are
discarded in the markets where they are sold and that the end-of-life treatment
follows the general procedures of the household and regulated waste for each
market.
With the One-Time Services for instruments, QIAGEN offers a range of flexible
solutions for laboratories. The QIAGEN service team works closely with clients
to ensure instruments run smoothly during the product life-time. The average life-
time for instruments is 5 – 10 years. QIAGEN offers following services to
extend the life-time of instruments:
• Preventive Maintenance and Inspection Services to maintain the reliability
and full functionality of instruments
• Original manufacturer’s parts to ensure quality replacements
• Instrument repairs to ensure proper functioning and maintain uninterrupted
laboratory operations.
To measure the repairability of our Instruments, QIAGEN tracks "Mean Time
Between Repair (MTBR)." This data is collected for each instrument group and
enables us to monitor our repairability actions.
As a supplier, manufacturer and distributor of medical equipment (instruments)
which is classified as Electrical and Electronic Equipment (EEE) and Battery
Containing Devices (BCD), we recognize our Extended Producer Responsibility
(EPR) responsibilities based on worldwide regulations. We endeavor to ensure
that our branded electrical and electronic products are managed responsibly at
the end of life by collaborating with the Reverse Logistics Group Recycling
Network Europe (RLG RENE GmbH) organization. Our collaboration with RENE
RLG for the collection of EEE ensures that these items are treated according to
the principles of environmental protection, which include recycling within the
country of collection. In accordance with country-specific requirements,
QIAGEN subsidiaries are registered with the respective authority or take-back
program. Details can be consulted on our website.
KentieDesign_QIAGEN_AR25_OverviewPages_Redesign_MASTERFILE_KV_V2.jpg
Social
The foundation of QIAGEN’s success is its dynamic and
diverse workforce. QIAGEN is committed to respecting
equal opportunity for all employees and to fostering a
work environment where talent, performance and
professional development drive career progression.
6
certifications for fair pay covering 65%
of our workforce
10
local employer of choice awards
100%
Equality 100 Award from the Human
Rights Campaign
>75%
in the Transactional Net Promoter
Score (NPS-T) for Service
Infographics-35.svg
Own workforce
QIAGEN a s an employer of choice
QIAGEN has approximately 5,700 employees representing 75 nationalities
across 35 sites in more than 25 countries. Our workforce comprises sales
representatives, employees in research and development, in administrative
services as well as employees working at our production sites.
QIAGEN has developed an understanding of how certain groups within its
workforce may be at greater risk of negative impacts based on the nature of
their roles, working conditions, or specific activities performed. This is informed
through the Double Materiality Assessment, enterprise risk‑management
processes, occupational health and safety risk assessments, workforce data
analysis, and employee engagement mechanisms. Particular consideration is
given to employees working in operational, laboratory, or production
environments, shift‑based roles, and other contexts with elevated health, safety,
or workload risks. The outcomes inform preventive and mitigating measures and
are integrated into workforce‑related policies, controls, and management
practices to prevent or mitigate negative impacts.
Additionally, QIAGEN engages external personnel in specialized fields such as
production, logistics, software engineering, IT and communications.
Our approach
At QIAGEN, we recognize that our employees are the foundation of our
success. Our long-term growth and achievements rely on the expertise,
dedication and contributions of our workforce. Our approach prioritizes
attracting, developing and retaining high-performing employees based on their
skills, experience and merit. We are committed to respecting equal opportunity
for all individuals, fostering a work environment where talent, performance and
professional development drive career progression.
QIAGEN aims to be successful in talent attraction and is continuously looking to
hire qualified and motivated candidates with excellent skills, experience and
potential.
QIAGEN is also dedicated to developing a global highly skilled workforce that
can drive long-term business success. We believe that employee growth is
achieved through hands-on experience, structured learning and collaborative
knowledge-sharing.
Progress towards the objectives of QIAGEN’s workforce development approach
is broadly in line with initial planning. Over time, the focus has remained
consistent, with incremental enhancements reflecting evolving business needs,
technological developments and workforce expectations. Ongoing monitoring
through performance and development reviews supports adjustment where
needed.
As we adapt to technological advancements and evolving market demands, we
emphasize continuous learning, leadership development and workplace
innovation. This transformation requires both individual and collective
adaptability in making sure that all employees—regardless of background—
have the tools and resources necessary to advance their careers.
The actual and potential impacts on QIAGEN’s own workforce identified
through the IRO‑1 and Double Materiality Assessment are considered in the
development, implementation and, where relevant, adaption of QIAGEN's
strategy and business model, including our growth priorities, global operations,
evolving capability needs and ongoing technological change.  In particular,
impacts related to skills development, employee engagement, fair working
conditions and occupational health and safety are considered when shaping
priorities for workforce planning, capability building and long‑term value
creation. At the reporting date, QIAGEN had not identified material changes to
its overall strategy or business model as a result of the actual and potential
impacts on its own workforce.
QIAGEN seeks to ensure that its own practices do not cause or contribute to
material negative impacts on its workforce through the application of global
policies, governance structures, and internal control processes covering human
rights, fair employment practices, occupational health and safety, data
protection, and ethical conduct.
Workforce‑related risks are identified and managed through the Double
Materiality Assessment, enterprise risk‑management processes, and regular HR
and compliance reviews, including consideration of practices related to
procurement, sales, and data use where relevant. Where potential tensions
arise between preventing or mitigating workforce impacts and other business
pressures, decisions are guided by applicable laws, internal policies, and
QIAGEN’s Code of Conduct and Ethics, with the objective of prioritizing the
protection of employees.
Employees can raise concerns through established channels, including line
management, Human Resources and the QIAintegrity Line. Reported issues are
assessed and addressed through defined investigation and remediation
processes, with insights used to strengthen controls and prevent recurrence.
Our workforce-related impact:
The material workforce‑related impacts influence QIAGEN’s organizational
decision‑making and are addressed through the policies and actions described
in this chapter. They arise from our own activities as an employer, including
working conditions, skills development and occupational health and safety
across its global research, manufacturing and commercial operations.
Training and skills development
In our 2025 materiality assessment, we identified one material impact related
to training and skills development: Contribution to employee satisfaction and
motivation through diverse employee development actions and engagement
tools.
QIAGEN continues to enhance its global recruiting processes to remain agile
and competitive in a rapidly evolving landscape. In addition, our ongoing
investment in employee development programs and engagement initiatives
reflects our commitment to fostering greater satisfaction and motivation among
our workforce.
Description
Allocation
in the value
chain
Time
horizon
Topic
Sub-topic
Sub-sub-topic
Policies
ICON_P_POSITIVE.svg
Potential 
p ositive impact
Contribution to employee satisfaction and motivation
through diverse employee development actions and
engagement tools
Own operations
Short-
term
S1
Own workforce
Equal treatment and opportunities
for all, Training and skills
development
Global HR learning and development policy
Targets
The targets described under “QIAGEN as an employer of choice” are
measured using internally defined workforce and role data, supplemented by
externally validated benchmarks where applicable. For these targets, 2025
represents the base year following the centralization of governance and
formalization of measurement approaches. Baseline values are therefore
established for 2025. No changes to targets, underlying metrics,
methodologies or significant assumptions occurred in 2025; limitations
primarily relate to the scope and methodology of external benchmarks and
internally available data. In addition to the Employer‑of‑Choice recognition
objective, QIAGEN has defined quantitative own‑workforce targets to ensure
an appropriate overall voluntary turnover rate below 10% and to review and
standardize global pay practices. Progress against the turnover target is
monitored using internal HR data. In 2025, performance remained broadly in
line with initial planning, with year‑on‑year changes reflecting normal
workforce dynamics rather than structural shifts. Progress on global pay
practices is assessed based on the coverage of locations reviewed and certified
for fair pay. In 2025, progress remained in line with initial planning, supported
by an increasing number of reviewed and certified locations and no significant
QIAGEN — Great Place To Work
KentieDesign_QIAGEN_AR25_OverviewPages_Redesign_GreatPlaceToWork.png
China
India
Our commitment to
excellence also extends
to our QIAGENers
China GPTW.png
Great-Place-To-Work_3.svg
UK
INDIA GPTW.png
USA
UK GPTW.svg
USA GPTW.png
UAE
Taiwan
10
Mexico
UAE GPTW.png
TWN GPTW.jpg
Mexico GPTW.png
Great Place to Work Awards
Brazil
Hong Kong
Philippines
Brazil GPTW.png
HKG GPTW.png
Phillipines GPTW.png
adverse trends identified. No changes to these targets or their measurement
approaches occurred in the reporting period.
We conduct an annual global employee survey, Pulse Check, to track employee
engagement trends and inform people initiatives. The 2025 Pulse Check
showed positive development across all survey questions and an increased
participation rate. In addition, QIAGEN monitors turnover rates as a separate
indicator of the effectiveness of its programs in supporting the continuous
development of employees.
In 2025, we met our global target to be externally recognized for our efforts
and be designated as an ”employer of choice” with at least one award or
certification per region. Great Place to Work has certified 10 (2024: 9) of our
subsidiaries as a Great Place to Work: Brazil, Mexico, U.S., U.K., UAE, India,
Philippines, China, Hong Kong and Taiwan. Great Place to Work is an
independent, external assessment based on a standardized methodology and
measured through a confidential employee survey covering credibility, respect,
fairness, pride and camaraderie. Certification outcomes are determined solely
on employee survey results and, where applicable, may be complemented by a
qualitative review of organizational practices. Together, these elements provide
externally benchmarked insights that support QIAGEN’s disclosures on
workforce engagement processes and the effectiveness of related actions in line
with ESRS S1 requirements. This target was monitored by the Executive
Committee throughout the year and can be reviewed anytime by management
on internal dashboards.
QIAGEN’s social targets are defined for material workforce‑related
sustainability matters identified through the Double Materiality Assessment and
are approved through established governance processes involving senior
management and relevant functional owners. Target setting is informed by
internal consultations with Human Resources, Compliance and subject‑matter
experts, and by engagement with employees and employee representatives
where applicable (including surveys, management dialogue and works
councils). Progress is monitored through defined indicators and regular
management reviews, with performance assessed against initial plans and
trends reviewed to identify significant changes or areas requiring corrective
action.
Policies
The Global HR Learning and Development Policy is overseen by the Senior
Director, Head of Learning and Development, who reports to the Senior Vice
President, Head of Human Resources. The policy is developed by the Head of
HR Learning and Development and reviewed by the Head of HR and the Head
of Compliance to ensure alignment with organizational and HR strategy, as
well as compliance requirements.
The policy addresses material impacts, risks and opportunities related to
employee skills, leadership competencies and career development, and is
monitored through tracking goal completion, development actions and
leadership assessments.
The Global Learning and Development Policy was developed based on
common industry standards and benchmarks and is designed to align with
QIAGEN’s business model, organizational structure and workforce. The policy
is not externally certified.
The policy applies to QIAGEN employees globally and governs aspects of
employee training and professional development, including:
• Learning Programs, which provide employees with structured training
modules, workshops and online courses to enhance technical and leadership
skills.
• Coaching and Mentoring, which offer mentorship programs to support
career growth and leadership development.
• Performance Feedback Tools, which equip employees with assessment
resources to track their professional progress and career potential. All
employees participate in regular performance and career-development
reviews.
The Global HR Learning and Development Policy is made available to
managers through QIAGEN’s document management system. Managers are
responsible for implementing the policy within their teams and for supporting
employees in accessing relevant training, development opportunities and
performance feedback tools. The Human Resources function provides guidance
and support to managers to ensure consistent application of the policy across
the organization.
General processes for workforce engagement and remediation
To encourage transparency, accountability and workforce engagement, the
following channels are established for all employees to provide feedback and
report concerns:
• Direct Reporting to HR and Management
– Employees can raise concerns directly with HR representatives, line
managers, or works councils. The Senior Vice President Head of Human
Resources is accountable for oversight.
• QIAintegrity Line
– Our confidential and anonymous reporting platform is available publicly
online. The Vice President, Head of Legal Affairs and Compliance is
accountable for this reporting channel, and around 10 Compliance team
members support related duties. Reports are investigated, monitored and
documented. QIAGEN employees are made aware of the QIAintegrity
Line through QIAverse (internal SharePoint) and our webpage. More
information, including remediation, is provided under Business Conduct.
QIAGEN commits to respecting internationally recognized third‑party standards
through the implementation of its workforce‑related policies, including the UN
Guiding Principles on Business and Human Rights, the ILO Declaration on
Fundamental Principles and Rights at Work, and the OECD Guidelines for
Multinational Enterprises. Alignment with these standards is embedded in policy
design, implementation, and monitoring across QIAGEN’s global operations.
Actions
Annual Pulse Checks
QIAGEN conducts an annual global employee survey (“Pulse Check”) to gather
workforce feedback on workplace conditions, sustainability and leadership
effectiveness. The survey is administered via an independent platform and is
accessible anonymously to all employees. Overall accountability rests with the
Senior Director, Head of Global Employee Engagement, reporting to the Senior
Vice President, Head of Human Resources. Survey results are communicated
through global and local town halls and translated into action plans to inform
QIAGEN’s employee engagement priorities. In 2025, scores improved across
all 12 survey questions and participation increased to 78%, up from 72% in
2024. Workforce perspectives are further integrated through ongoing dialogue
between employees, line management and Human Resources, and engagement
with works councils or employee representatives where applicable. Insights
from these mechanisms inform management decisions, policy adjustments and
actions to address actual and potential workforce‑related impacts and to
support continuous improvement.
Recruitment
Enhancing global recruiting strategies has also been a focus in 2025.
Particularly, QIAGEN engaged in these key activities:
• Hiring Manager Interview Training – In 2025, we launched specialized
interview training globally for hiring managers. This training helps improve
hiring decisions, run structured interviews and apply interview techniques,
ensuring a bias-free and legally compliant process.
• Objective Hiring Assessments – We have further used psychometric
assessments for upper management positions to improve decision-making
and unbiased hiring. These assessments evaluate candidates' professional
competencies, workplace behavior and leadership potential, enabling that
selections are based on qualifications and cultural fit rather than subjective
criteria.
• In 2025, we launched a new global Applicant Tracking System (ATS) as part
of our global HRIS initiative to unify and optimize recruitment workflows
across all regions. This implementation ensures a consistent, compliant and
candidate-centric hiring experience while reducing administrative complexity.
This transformation positions us to scale efficiently, maintain regulatory
compliance and deliver a positive hiring experience worldwide.
Employee development
We base our employee development approach on the 70–20–10 model, which
emphasizes learning through on-the-job experience (70%), collaboration and
mentoring (20%) and formal training (10%). This framework ensures
continuous, practical and relevant development that creates lasting value for
both employees and the organization.
In 2025, we advanced our global development agenda by rolling out our
Leadership Program for different management levels and launching our 7th
highly successful global Mindr mentoring program, enabling employees to
benefit from cross-functional guidance and long-term career support. As part of
our annual Performance and Development cycle, we also introduced
Development Information Days/Weeks at major sites to showcase our
development tools and foster open dialogue. These initiatives reinforce our
belief that every employee is the owner of their own development.
Employee benefits and Social protections
QIAGEN is committed to supporting employee well-being through social
protections and benefits, to promote fair working conditions and support work-
life balance. Globally we have a minimum primary-care parental leave and
family-related support that is provided to all employees regardless of gender or
marital status.
We provide:
• Wages and working hours compliance
• Social Protections – Covering sickness, employment injury and retirement
• Family-Related Leave Options – Including maternity/paternity leave,
marriage leave, compassionate leave and childcare leave
• Global Employee Assistance Program (EAP) – Free, confidential service for
mental health, family care, legal and financial support
• Special leave for volunteering
The actions described above are ongoing and are not linked to a defined
completion date; they are reviewed and adapted through QIAGEN’s regular
people management and governance processes. Progress is monitored through
a combination of quantitative indicators (e.g., participation rates, survey results,
system roll‑outs) and qualitative assessments (e.g., expansion of programs and
tools), with year‑on‑year improvements disclosed where applicable.
Commitment to human and labor rights
As a European Union-based company with international operations, we
recognize international and local labor laws and employee rights regulations.
QIAGEN upholds human rights and labor protections as fundamental principles
that safeguard individual dignity, freedom and fairness in our operations,
business partnerships and communities.
Our human rights policy and Code of Conduct and Ethics outline our ethical
and legal commitments with the objective that all employees and business
partners operate in alignment with global human rights standards. The policies
refer to the UN Guiding Principles on Business and Human Rights, the ILO
Declaration on Fundamental Principles and Rights at Work and the OECD
Guidelines for Multinational Enterprises. They explicitly address trafficking in
human beings, forced labor or compulsory labor and child labor. The
Nomination & Governance Committee is accountable for these policies.
In 2025, QIAGEN found no incidents of forced labor, child labor or human
trafficking within its direct operations. Furthermore, no sites were identified
based on their location and operation as being under significant risk for child
labor, forced labor or compulsory labor. As no incidents were noted in 2025
QIAGEN did not pay any fines.
Incidents, complaints and severe human
rights impacts
2025
2024
Total number of reported incidents of
discrimination, including harassment
7
8
Number of complaints filed through channels for
own workers to raise concerns
24
8
Number of complaints (where applicable) filed
to the National Contact Points for OECD
Multinational Enterprises
—
—
Amount of material fines, penalties and
compensation for damages as a result of
discrimination, including harassment
—
—
Number of severe human rights incidents
—
—
Number of severe human rights incidents, of
non-respect of the UN Guiding Principles on
Business and Human Rights, ILO Declaration on
Fundamental Principles and Rights at Work or
OECD Guidelines for Multinational Enterprises
—
—
Number of fines, penalties and compensation
for damages because of violations regarding
social and human rights factors
—
—
Basis of preparation
Incidents, complaints and allegations of severe human rights impacts are
measured based on cases recorded through QIAGEN’s QIAintegrity Line and
substantiated information received through other formal communication
channels (e.g., employee or stakeholder e‑mails). The metric assumes that all
substantiated cases are captured through these channels; reported cases are
subject to internal assessment and classification in accordance with defined
investigation procedures.
Workforce composition and data
As of December 31, 2025, QIAGEN’s workforce comprised 5,573 (2024:
5,765) employees. QIAGEN operates globally, with most employees based in
Organization for Security and Co-operation in Europe (OSCE) member
countries, especially in Europe, Central Asia, and North America. We follow
labor regulations relevant to our global operations while providing flexible
work arrangements to accommodate operational needs. Employment types
globally include permanent, temporary, full-time and part-time contracts.
Methodologies and definitions and significant assumptions
• Workforce metrics, including headcount, attrition and turnover, are
compiled on a consolidated basis for QIAGEN and its fully
consolidated subsidiaries, consistent with the scope of the financial
statements excluding Parse Biosciences, Inc..
• The own‑workforce composition metrics (including employees by
gender, age group and top management level) are compiled on a
consolidated basis using data from QIAGEN’s central HR information
systems at year‑end. Employees are classified based on contractual
and organizational status as of the reporting date. Age groups are
determined using date of birth recorded in the HR systems, and top
management is defined in accordance with QIAGEN’s global role
and job‑grading framework. Data reflects employees with an active
employment contract at year‑end; timing differences or local
classification practices may affect comparability across entities.
• Data are sourced from QIAGEN’s central HR information systems
(SAP HCM) and local payroll records, aggregated centrally via SAP
Business Warehouse.
• Headcount (HC) represents the number of employees with a direct
contractual relationship with QIAGEN as of the reporting date
(December 31). It includes full‑time, part‑time and temporary
employees and excludes contractors, agency workers and other
non‑employees.
• Attrition refers to voluntary workforce reductions initiated by
employees (e.g. resignations or retirements). Turnover represents the
rate at which employees leave the organization and are replaced by
new hires, capturing workforce inflow and outflow dynamics.
• Both metrics are calculated as:
– Number of leavers during the period ÷ average headcount,
– where average headcount equals (headcount at beginning of
period + headcount at end of period) ÷ 2.
• Key assumptions include the classification of employment status and
contract type based on information available in HR systems at
year‑end and the normalization of country‑specific contract categories
using QIAGEN’s global HR definitions. Where minor timing
differences occur in local HR reporting, local records are used to
validate central data.
• Methodological limitations may arise from variations in local HR
processes, timing of data updates and differences in employment
classifications under local labor laws. Workforce data exclude
non‑contracted workers, and comparability with prior periods may be
affected by organizational changes or ongoing improvements in data
harmonization as part of QIAGEN’s CSRD/ESRS implementation.
Our workforce data tables provide a comprehensive breakdown of employee
distribution by region, contract type, role level and representation status.
Employees by contract, broken down by
gender
2025
2024
Number of permanent employees
Female
2,665
2,655
Male
2,587
2,779
Other
—
—
Not reported
—
—
Number of temporary employees
Female
183
273
Male
138
58
Other
—
—
Not reported
—
—
Number of non guaranteed hours
employees
Female
—
—
Male
—
—
Other
—
—
Not reported
—
—
Total employees
5,573
5,765
2025
2024
Employees by contract broken down by
region
Americas
Europe,
Middle East
and Africa
Asia Pacific,
Japan and
Rest of World
Total
employees
Americas
Europe,
Middle East
and Africa
Asia Pacific,
Japan and
Rest of World
Total
employees
Permanent employees
1,129
3,206
917
5,252
1,244
3,030
1,160
5,434
Temporary employees
—
112
209
321
8
322
1
331
Non-guaranteed hours employees
—
—
—
—
—
—
—
—
Total
1,129
3,318
1,126
5,573
1,252
3,352
1,161
5,765
Turnover
2025
2024
Total number of employees who have left the
undertaking during the reporting period
804
770
Rate of employee turnover
14.2%
13.1%
Employees by country
2025
2024
Germany
1,378
1,417
United States
985
1,116
Poland
674
666
Others (1)
2,536
2,566
Total employees
5,573
5,765
(1) All entities with employment of  less than 10% of total number of employees are reported as
others.
Please refer to Note 1 of the financial statements, where we disclosed the approximate number of
full-time employees
Contextual information on workforce data
Year‑on‑year changes in workforce metrics reflect normal attrition, localized
hiring and routine organizational adjustments. No significant workforce
fluctuations or structural changes occurred during the reporting period, and
workforce composition remained broadly stable.
Fair and inclusive workplace
Our approach
We are committed to employment practices that are guided by fairness,
transparency and compliance with equal opportunity principles. These are
aligned with both European and U.S. regulatory frameworks to promote
workplace integrity.
Our commitment to equal opportunity and merit-based advancement means that
every individual has the opportunity to succeed based on their skills,
experience, and contributions. We employ based on role requirements and in
keeping with local laws. We select people for roles considering their job-
related qualifications, skills and experience.
We recognize that diverse perspectives, measured through many dimensions,
enhance innovation and drive our business forward. We strive to ensure that all
employees are valued, respected and empowered to contribute their talents
within a work environment free from discrimination.
QIAGEN upholds a strict commitment to equal opportunity, prohibiting
discrimination based on any characteristic protected by law, including but not
limited to race and ethnic origin, skin color, gender, sexual orientation, gender
identity, disability, age, religion, political opinion, national origin, or social
origin, military/veteran status, medical condition, physical and mental
disability.
Our 2025 materiality assessment identified one material impact related to fair
and inclusive workforce: QIAGEN provides equal opportunities for all
employees, promoting an inclusive workplace where all employees and other
workers feel valued and respected.
Description
Allocation
in the value
chain
Time
horizon
Topic
Sub-topic
Sub-sub-topic
Policies
Actual positive
impact
QIAGEN provides equal opportunities for all employees,
promoting an inclusive workplace where all employees
and other workers feel valued and respected
Own operations
Short-
term
S1
Own workforce
Equal treatment and opportunities,
Diversity
Corporate Code of Conduct and Ethics,
Harassment and bullying policy, human
rights policy, talent acquisition policy
Targets
The targets described under “Fair and inclusive workplace” are measured using
externally validated benchmarks (where applicable) and internally defined
workforce and role data. For all targets, 2025 serves as the base year
following the centralization of governance and the formalization of
measurement approaches.  Baseline values are therefore established for 2025;
standalone disclosure of baseline figures is limited where targets rely on
qualitative assessments or external certification and benchmarking outcomes
rather than fixed quantitative thresholds.
Targets are defined based on internally identified priority areas for a fair and
inclusive workplace and, where appropriate, the use of recognized external
frameworks and certifications as outcome‑based reference points. Key
assumptions include that such qualitative and externally validated outcomes
provide a reliable proxy for workforce experience and the effectiveness of
related actions, in cases where fixed quantitative thresholds are not applied.
No changes were made in 2025 to the targets, underlying metrics,
methodologies or significant assumptions. Reported limitations primarily relate
to the scope of legal entities covered by external benchmarks and the use of
self‑reported data inputs.
In 2025, as part of our Team Goal ”Continued development of an inclusive
workforce that reflects our global customer base,” we achieved a 100% score
on the Equality 100 Award from the Human Rights Campaign for LGBTQ+, as
registered under QIAGEN LLC. This accomplishment is monitored annually
through an annual external submission as well as internal oversight by the
Diversity and Inclusion Council. The team goal was approved by the Executive
Committee, and it can be reviewed anytime by management functions through
internal dashboards.
Additionally, in keeping with our commitment to fostering a fair and inclusive
workplace and in compliance with the Dutch Gender Diversity Bill, the
proportion of women in leadership roles has increased steadily since 2017,
with approximately 37% women in leadership at the end of 2025. Leadership
roles are defined according to QIAGEN’s role profiles, encompassing both
QIAGEN management and the Global Leadership Team.
Policies
The policies described below address the material positive impact identified for
QIAGEN’s own workforce, namely promoting an inclusive workplace where
employees and other workers feel valued and respected. They are designed to
prevent discrimination, harassment and unethical conduct, and to promote
equal opportunities and fair and inclusive workplace practices.
Adherence to these policies is monitored through established compliance and
human resources processes, including mandatory training, internal reporting
and investigation mechanisms, and disciplinary procedures where
non‑compliance is identified. Oversight is provided by the responsible
management functions for each policy.
In setting and updating these policies, QIAGEN considers the interests of key
stakeholders, in particular its employees and other workers, by aiming to
promote equal opportunities, fair treatment, ethical conduct and a safe and
respectful working environment. The policies are designed to address risks and
impacts relevant to QIAGEN’s own workforce and workplace‑related
interactions with external parties, and are reviewed periodically to ensure
continued alignment with legal requirements, ethical standards and workforce
expectations.
Our harassment and bullying policy outlines our commitment to fairness, legal
compliance and ethical business practices. The core of the policy was
reaffirmed in the 2025 update. It applies to all QIAGEN employees globally
and external parties in the workplace, including contractors, consultants,
vendors and customers. It covers behavior both on company premises and at
off-site events or places of business. The objective is to provide a work
environment free from harassment and bullying, ensuring all employees
understand what constitutes such behavior and know the steps to take if
confronted with it. The policy is available to all QIAGEN employees via the
Company’s internal intranet.
The Corporate Code of Conduct and Ethics aims to ensure ethical business
conduct by handling conflicts of interest ethically, providing for accurate and
timely disclosure in reports filed with the Securities and Exchange Commission
and other public communications, and complying with applicable laws, rules
and regulations. The Corporate Code of Conduct and Ethics applies to all
employees of the company, including full-time and part-time employees, senior
management and board members. It also extends to companies, organizations,
and individuals with whom the Company does business, such as contract
partners, distributors, and consultants. The policy is also available to all
QIAGEN employees via the Company’s internal intranet and published on the
Company's website.
The Vice President, Head of Global Legal Affairs and Compliance, oversees the
compliance program, which encompasses the policies mentioned. The
Compliance and Legal Team is responsible for ensuring adherence to these
policies, with non-compliance resulting in appropriate disciplinary actions,
which could involve investigations, verbal or written warnings or dismissal.
Our talent acquisition policy applies to QIAGEN employees globally and
governs all aspects of recruitment, targeting fair hiring processes, regulatory
compliance and workforce planning. It aims to ensure that all applicants
regardless of background are treated equally, with dignity and respect. During
the 2025 review of the policy, the core of the policy was reaffirmed. The
Director Head of Talent Attraction and Acquisition is accountable and oversees
its implementation, reporting to the Senior Vice President Head of Human
Resources. This policy is available to all of our employees via the Quality
Document Management System.
Actions
Equal opportunity
We are committed to providing all employees globally, irrespective of their
background, with equal access to the necessary tools and resources to achieve
success, in accordance with our performance management opportunity
principles. QIAGEN supports professional growth and career advancement
through mentorship, leadership training, including key elements of diversity and
inclusion, and talent development initiatives, all led by the Global Learning and
Development function.
Progress in 2025 is reflected qualitatively through the continued implementation
of these programs across the organization and their integration into standard
people‑development processes. Oversight by the Diversity and Inclusion
Council supports ongoing monitoring and alignment with fair and objective
hiring, promotion and leadership development principles.
To reinforce this commitment, our Diversity and Inclusion Council collaborates
with the company’s leadership to uphold fair and objective hiring, promotion
and leadership development policies. The council is composed of employees
across organizational levels and functions, working to maintain a workplace
culture that prioritizes respect, opportunity and performance-based
advancement.
Workplace accessibility
QIAGEN is committed to fostering a work environment that is accessible to all
employees, including those with disabilities. At eight key locations, Reasonable
Adjustment frameworks are in place, with the objective to facilitate that all
employees can perform their roles effectively. Quantitative progress in 2025 is
evidenced by external recognition outcomes: in 2025, QIAGEN LLC was
recognized as a Best Place to Work for Disability Inclusion by the Disability
Equality Index as it was in 2024, and QIAGEN GmbH achieved this
recognition for the first time, together representing  42% of the workforce in the
reporting year.
The Disability Equality Index (DEI) is a benchmarking tool developed by
Disability:IN that assesses companies’ policies and practices related to
disability inclusion and workplace accessibility, including areas such as culture
and leadership, access to employment, community engagement, and supplier
diversity. Recognition under the DEI is based on an independent, third‑party
assessment conducted by Disability:IN using a standardized methodology;
QIAGEN does not influence the scoring or validation process. Qualitative
progress is reflected in the continued application and expansion of workplace
accessibility practices at participating entities; results are dependent on the
scope of entities included in the DEI assessment, which constitutes a
methodological limitation.
Equal pay 
QIAGEN globally supports equal pay for equal work and is committed to
competitive, fair compensation structures that recognize employees based on
experience, skills, and performance. Quantitative progress in 2025 is
demonstrated by the expansion of pay‑equity certifications to additional
countries, with certifications achieved in Poland, Spain and Sweden, building
on prior certifications in Germany, the U.S. and the U.K.. Demonstrating our
commitment to fair and transparent compensation, we aim to expand these
practices across our countries of operation over time.
The EU Pay Transparency Directive, effective from June 2026, mandates that
companies operating within the European Union disclose detailed pay metrics,
including gender pay gaps. Qualitative progress is reflected in the completion
of preparatory analyses and the ongoing review of global pay practices to
support compliance and transparency. This initiative aims to enhance
transparency and promote wage equality across industries. In preparation for
compliance with this directive, QIAGEN has conducted an in-depth pay gap
analysis utilizing external software designed to help companies assess pay
structures in the context of local compensation frameworks and workforce
composition. This software employs a multiple regression analysis methodology,
evaluating independent variables such as job level, grade, function, and
country to calculate both the unadjusted pay gap and the adjusted pay gap,
quantifying the impact of these factors.
The actions described under Equal Opportunity, Workplace Accessibility and
Equal Pay are primarily ongoing. Progress is assessed using a combination of
qualitative program implementation reviews and quantitative indicators such as
external certification outcomes, workforce coverage and country participation.
There is no predefined end date, as these actions form part of QIAGEN’s
continuous workforce, inclusion and compensation management practices.
Metrics
In 2025, QIAGEN’s adjusted gender pay gap was < 1% (2024: 3.6%),
indicating that female employees and male employees in comparable roles
earned similar compensation levels. Notably, this result is below the 5%
threshold outlined in the EU Pay Transparency Directive, indicating equitable
pay for similar work at QIAGEN. The adjusted gender pay gap is calculated
using a multiple‑regression analysis that controls for objectively justifiable
factors.
The adjusted pay gap accounts for key factors influencing compensation, with
the three primary drivers of the unadjusted pay gap being:
• Country of employment
• Job grade
• Functional job role differences
QIAGEN’s unadjusted gender pay gap in 2025 was 20.9% (2024: 23.5%).
This figure reflects the broader impact of global workforce distribution, job
categories and salary structures rather than unequal pay for equal work. The
unadjusted gender pay gap represents the difference in the gross hourly pay
level paid to men and women expressed as a percentage of the mean hourly
pay paid to men. The figure is calculated considering all QIAGEN employees
and includes fixed salary and contractual bonus and sales incentive. The
calculation is based on available payroll and HR master data and excludes
certain variable or non‑contractual compensation elements. As some
compensation elements are not included, there is some degree of uncertainty in
the calculation of this figure. We performed a sensitivity analysis to verify that
there is no material impact.
A portion of QIAGEN’s workforce (~33%) is based in lower-cost employment
regions, including Wroclaw, Poland; Manila, Philippines; China; India; and
Brazil, where salary levels are substantially lower than in Western Europe and
North America due to regional labor market conditions. This geographic pay
variance is a key driver of the unadjusted pay gap.
The 20.9% unadjusted gender pay gap is explained by the following factors:
• 9.9% – Geographic differences (country where employees are based)
• 6.6% – Job level differences
• 1.1% – Job grade variations
• 3.2% – Functional job role differences
By subtracting the effects of these factors from the unadjusted pay gap, a
difference of < 1% remains.
While QIAGEN’s adjusted gender pay gap analysis confirms that the pay gap
is driven by objective, explainable factors, the company remains committed to
equal opportunity, fair pay and merit-based advancement. Our goal is to
ensure that all employees have the opportunity to succeed based on their skills,
experience, and contributions and receive equal pay for equal work.
We will continue to monitor, assess, and refine our compensation structures to
uphold fair and equitable pay practices, aligning with global industry
standards and regulatory expectations.
Employees by gender
2025
2024
Female
2,848
2,928
Male
2,725
2,837
Other
—
—
Not reported
—
—
Total employees
5,573
5,765
Distribution at Top
Management by gender (1)
2025
2024 (unaudited)
Total
Percentage
Total
Percentage
Female
247
37%
258
38%
Male
423
63%
423
62%
Other
—
—%
—
—%
Not reported
—
—%
—
—%
Total
670
100%
681
100%
(1) Top Management refers to job grades 8–12 out of 13.
Distribution of employees by age group
2025
2024
Under 30 years old
552
644
30 to 50 years old
3,861
3,948
Over 50 years old
1,160
1,173
Total employees
5,573
5,765
Annual total remuneration ratio
The total remuneration ratio for 2025 is 1:139 (2024: 1:120). This ratio is
determined by dividing the annual remuneration of the highest-paid employee,
the Chief Executive Officer, by the median annual remuneration (excluding the
highest-paid employee) for the period. The median pay is determined based on
fixed salary and contractual bonus or sales incentive. The methodology
assumes that these remuneration components appropriately represent typical
employee compensation for comparison purposes. For comparison purposes,
the annual remuneration of the median employee includes all employee
benefits. There is some uncertainty in the calculation. We performed a
sensitivity analysis to verify that there is no material impact.
This metric differs from the pay ratio disclosed in our remuneration report,
which has been prepared in accordance with the Dutch Corporate Governance
Code as it concerns the ratio between the total annual remuneration of the
Chief Executive Officer and the average annual remuneration of the employee.
Occupational health and safety
Our approach
Safe workplaces and healthy employees are a priority at QIAGEN. We
recognize that the nature of our activities can result in work-related injuries and
ill health, which may lead to lost workdays. All employees are covered by our
health and safety management system. The Global Environment, Health and
Safety (EHS) team oversees the establishment of EHS policies and global
standard operating procedures, while local EHS teams implement and monitor
these at site level, supporting a culture of safety.
In 2025, our primary health and safety hazards were associated with the
handling of hazardous substances, working with vehicles and operating
complex technology and machinery. Consequently, a material negative impact
identified in our materiality assessment pertains to workplace accidents that
result in injury or illness.
Description
Allocation
in the value
chain
Time
horizon
Topic
Sub-topic
Sub-sub-topic
Policies
Actual
negative
impact
Accidents in the workplace that lead to injury or illness
resulting in extra work to cover for employees
absenteeism because of injury and ill health
Own operations
Short-
term
S1
Own workforce
Working conditions
Health and safety
Corporate environment health and safety
policy
Targets
We use U.S.-based Occupational Safety and Health Administration (OSHA)
criteria to categorize safety incidents, supporting consistent reporting across our
global facilities and enabling benchmarking with other international
companies.
Targets are set and refined based on input from local EHS teams and workforce
participation channels (e.g., safety committees and concerns raised via
managers or our EHS reporting system), incident learnings and—where
applicable—consultation with workers’ representatives.
Our DART target is set by the Global EHS team in collaboration with the Global
Operational Leadership Team and approved by the Executive Committee as
part of annual Team Goals. Targets are based on internal performance
baselines for the defined site scope and reflect relevant international
management-system practices (e.g., ISO 45001 where implemented) and local
legal requirements for incident reporting and investigations; incident and hours-
worked data is collected through local reporting processes and consolidated for
the defined scope.
In 2025, targets, metrics and methodology remained unchanged and
year‑on‑year results are comparable.
In 2025, our target for Days Away Restricted and Transferred (DART) was 0.45
per 100 workers, and our actual DART was  0.61 per 100 workers (2024: .7
per 100 workers); progress is measured against a 2023 baseline (base year
2023: 0.43 per 100 workers) and is monitored and reviewed monthly by
global and local EHS and operations leadership.
Policies
QIAGEN’s global corporate environment health and safety policy sets out our
commitment to provide a safe and healthy working environment for employees
and contractors and addresses the material negative impact identified in our
materiality assessment related to workplace accidents and work‑related injury
or ill health, as well as related risks and opportunities including legal
compliance and the continuity of safe and efficient operations.
The policy is informed by incident learnings and workforce input and, where
applicable, consultation with workers’ representatives, and it is supported by
standard operating procedures to identify and mitigate hazards (e.g., risk
assessments, safety walks and safety training). The policy and related
procedures are made available through internal channels (including QIAGEN’s
SharePoint/document repositories) and communicated via onboarding and
role‑based EHS training for employees, managers and other roles involved in
implementation; contractors are informed through site induction and contractor
onboarding processes as applicable.
Performance is monitored through QIAGEN’s EHS reporting system, with
regular review by local EHS and operations leadership, monthly reporting and
monthly reviews of safety indicators, and Executive Committee oversight
through annual Team Goals.
These measures are applied to prevent occurrence of safety accidents
especially those that result in lost workdays. The aim is to reduce the negative
impact this has on our workforce, which may arise due to high absenteeism.
Labor utilization is managed locally, with each site responsible for allocating
resources, adjusting workloads, and implementing measures to address staffing
challenges as needed.
Our corporate environment health and safety policy is endorsed by the
Executive Committee, which is also accountable for providing the resources
required to enable its implementation.
Our Occupational Health and Safety Management Systems in Shenzhen,
China; Milan, Italy; and Hilden, Germany, have again been certified to ISO
45001 in 2025, representing the fourth time we have achieved this
certification. In 2025, our Germantown, Maryland site – the second largest site
in our global operations – completed internal audits to prepare for certification,
positioning us to achieve this milestone in early 2026.
Actions
All employees globally are required to report safety incidents in the EHS
reporting system (ongoing; no defined end date). Global standard operating
procedures provide instructions on how to access the application (available via
QIAGEN’s SharePoint site) and report incidents, and employees receive
training on the EHS reporting system as part of onboarding. Reported incidents
are documented and investigated by local EHS representatives in line with local
legal requirements and QIAGEN standard operating procedures, with progress
of OHS actions tracked and reviewed through monthly safety reviews.
Safety indicators for our operational manufacturing sites are monitored and
reported monthly to the Senior Vice President of Global Operations and shared
monthly with site management and Global EHS (ongoing; no defined end
date). Manufacturing sites are requested to implement ongoing initiatives to
improve safety and awareness; in 2025, sites increased efforts to improve
reporting of near misses and safety observations. Safety Day is conducted
annually; in 2025, the Safety Day at our largest manufacturing site in Hilden,
Germany, was tailored to address the nature of recorded work-related injuries.
In 2025, QIAGEN manufacturing sites increased their efforts and conducted
actions to improve the reporting of near misses and safety observations to raise
awareness of safety. These initiatives are reviewed and updated on an ongoing
basis and include ergonomic trainings, emergency incident training, tailored
training during onboarding or on the job, and safety communications (e.g.,
facility screens and posters). Progress is tracked through our EHS reporting
system.
All employees are encouraged to raise safety concerns through various
channels, including their managers, local EHS representatives, and our EHS
reporting system, which is overseen by Global EHS.
All employees who work in production areas in our manufacturing facilities are
able to raise safety concerns during daily team meetings. In each area, there is
a board displaying a Safety Cross. Employees are required to record any
safety incidents on the Safety Cross, specifying the type of incident that
occurred. Safety concerns are also discussed during regular safety walks and
during safety committee meetings conducted by local EHS representatives. The
local EHS representatives track and monitor the effectiveness of these channels.
Financial and personnel resources to manage health and safety are addressed
at an individual site level.
As the 2025 DART result exceeded the target, QIAGEN has defined corrective
and preventive actions for 2026. These include a safety‑culture assessment,
strengthened leadership‑led safety communication and inspections, improved
near‑miss and safety‑observation reporting through an updated EHS reporting
system, enhanced global transparency via standardized accident reporting,
and a review of personal protective equipment (PPE) assessments at site level.
These actions are intended to strengthen preventive controls and reinforce a
proactive safety culture.
Metrics
The DART KPI covered 14 sites, selected based on manufacturing status and/or
number of employees, and represented 0.65 of all QIAGEN employees in
2025 (average headcount), which is consistent with our 2024 coverage. DART
cases are captured and investigated in QIAGEN’s EHS reporting system and
classified using OSHA recordkeeping criteria; hours worked for the defined
scope are compiled through local reporting processes and aggregated for KPI
calculation. DART is calculated as (DART cases ÷ hours worked) × 200,000 for
this scope; results depend on consistent classification and complete, timely
reporting and may not be representative of all locations.
Methodologies and significant assumptions
Health and safety metrics are compiled for QIAGEN’s own employees based
on internally reported incident and hours‑worked data, collected at site level
and consolidated centrally through QIAGEN’s EHS reporting system. Incident
classification follows U.S. Occupational Safety and Health Administration
(OSHA) recordkeeping criteria to ensure consistent application across sites.
DART is calculated as the number of Days Away, Restricted or Transferred
(DART) cases divided by hours worked, multiplied by 200,000. The scope
covers manufacturing sites selected based on manufacturing status and
workforce size and does not represent all QIAGEN locations. Key assumptions
relate to consistent incident classification and timely reporting; results may be
affected by under‑reporting or local data availability constraints.
In 2025, we recorded no work related fatalities among our employees
including other workers working on QIAGEN sites.
We recorded one case of work-related ill health that was confirmed by a health
care professional. For our employees in Germany, Austria and Switzerland,
data on work-related occupational diseases and ill health could not be
calculated due to legal restrictions on data collection.
A total of 238 lost workdays were recorded in 2025 because of work-related
injuries and ill health. This was measured by counting the number of days lost
from the first full day to last day of absence.
Health and Safety Indicators
2025
2024
Percentage of employees covered by the
undertaking's health and safety management
system
100%
99.98%
Percentage of non-employees covered by the
undertaking's health and safety management
system
100%
—
Number of employee fatalities as a result of
work-related injuries and work-related ill health
—
—
Number of non-employee fatalities because of
work-related injuries and work-related ill health
—
—
Number of recordable employee work-related
accidents
34
25
Number of recordable non-employee work-
related accidents
3
—
Rate of recordable employee work-related
accidents
0.93
2
Rate of recordable non-employee work-related
accidents
0.08
—
Number of cases of recordable work-related ill
health of employees
1
1
Number of days lost of on-site workers
238
542
Workers in the value chain
Our approach
QIAGEN´s activities throughou t the upstream and downstream value chain
involve individuals who are employed by third parties and not included in the
scope of its own workforce.
The upstream and downstream value chain in which QIAGEN operates
encompasses the activities, resources, and relationships QIAGEN uses and
relies on to create its products and services, and the external environment, in
which QIAGEN operates.
Globally, QIAGEN N.V., is the holding company for more than 60
consolidated subsidiaries, many of which have the primary function of
distributing QIAGEN products and services on a regional basis. QIAGEN’s
main operational headquarters are located in Germany and in the U.S..
In general, along the value chain QIAGEN develops, manufactures and
distributes its products. Workers in the value chain may be involved in the
extraction of raw materials, in research and development activities, in
manufacturing, and in the distribution of QIAGEN products (please refer to
section Value Chain under General Information).
As for the extraction of raw materials, QIAGEN determines the presence of
conflict minerals in its products and the source of those conflict minerals, such
as gold, which is used in certain product components. While QIAGEN does not
directly purchase conflict minerals from smelters or refineries, it relies on the
specifications and declarations provided by its suppliers. Read more in the
section Conflict Minerals.
Research and development activities are performed by specialized research
and development centers or manufacturing entities. In certain cases, QIAGEN
contracts with external service providers for Research and Development
auxiliary activities.
Manufacturing entities source raw materials and semi-finished products from
related manufacturing sites as well as from independent third parties (our
suppliers) and are responsible for the manufacturing of QIAGEN products. The
supply of raw materials in general refers to chemicals, biologics, plastics and
electronics. Other raw materials are produced based on QIAGEN
specifications. The main QIAGEN production sites are located in the three
regions EMEA, APAC and Americas. QIAGEN rarely engages in
manufacturing activities, when it does it is done on a contractual basis with
third parties.
QIAGEN products are distributed via QIAGEN´s global distribution network,
which consists of local sales subsidiaries but also involves third party
distributors in all major markets. QIAGEN has set up a centralized distribution
system with regional hubs which are responsible for the coordination of
distribution and logistics functions across local markets. For EMEA and the
APAC region, QIAGEN Distribution B.V. acts as a Master Distributor. For North
America, QIAGEN Sciences, LLC acts as the distribution hub.
Strategy, business model and human rights considerations
Because QIAGEN’s business model and strategy rely on reliable sourcing,
manufacturing and distribution across its global value chain, the interests, rights
and human rights of value chain workers are relevant to long‑term value
creation and business continuity. Potential adverse impacts on value chain
workers could disrupt supply chains, affect product availability or create
operational, legal or reputational risks. These considerations therefore inform
QIAGEN’s strategy, sourcing approach and risk management activities.
Understanding of higher‑risk groups of value chain workers
The scope of QIAGEN’s disclosures on workers in the value chain includes all
value chain workers who are likely to be materially impacted by QIAGEN’s
activities. This includes impacts connected with QIAGEN’s own operations and
its upstream and downstream value chain, including through its products and
services, as well as through its business relationships with suppliers, service
providers and distributors.
QIAGEN has developed an understanding of how certain value chain workers
may be at greater risk of harm by mapping its value chain and identifying
activities, regions and contexts with higher inherent human‑rights‑related risks.
This includes workers involved in raw‑material sourcing, manufacturing,
logistics and distribution, as well as workers operating in regions or sectors
where elevated risks may exist due to local conditions or the nature of the
activities performed.
Based on this assessment, QIAGEN understands that potential material
negative impacts on value chain workers are primarily linked to specific
activities or business relationships rather than being widespread or systemic
across its entire value chain. Such impacts may arise in connection with
individual suppliers, locations or incidents, depending on the nature of the
activity and the local context.
These insights are integrated into supplier requirements, due diligence
processes and ongoing monitoring activities, supporting responsible sourcing,
resilient supply chains and the sustainable execution of QIAGEN’s business
model and strategy.
Managing our Impact
The material impacts relating to workers in the value chain influence QIAGEN’s
supply‑chain decision‑making and are addressed through the due‑diligence
and engagement measures described in this chapter. These activities may give
rise to actual or potential negative impacts on people working in QIAGEN’s
value chain, in particular in relation to labor and human‑rights‑related risks
connected to third‑party business relationships.
As a global company we acknowledge that a potential negative impact can
occur in our value chain. We identified one potential negative impact related to
potential human right violations in the supply chain, as described in the chapter
General Information, Double materiality assessment.
This potential negative impact originates from and is connected to QIAGEN’s
strategy and business model, which rely on global sourcing, manufacturing and
distribution through third‑party suppliers and other business relationships. As
part of this operating model, QIAGEN may be exposed to human‑rights‑related
risks in its value chain depending on the nature of the activity and local context.
This potential impact is therefore considered in QIAGEN’s strategy, business
model, and related risk management and due diligence processes. QIAGEN’s
policies explicitly prohibit compulsory and forced labor in its value chain,
including child labor and any form of forced or trafficked labor, as set out in
the Human Rights Policy and operationalized through the Supplier Code of
Conduct, which all suppliers must contractually commit to respect.
Where relevant, the identification of such impacts informs and contributes to the
ongoing adaptation of QIAGEN’s strategy and business model, including
adjustments to sourcing approaches, supplier requirements and due diligence
measures to strengthen responsible business practices and supply‑chain
resilience.
QIAGEN has not identified specific geographical regions or commodities with
a significant risk of child labor, or of forced or compulsory labor, among
workers in its value chain, based on the outcomes of its double materiality
assessment and due diligence processes. QIAGEN has also not identified a
specific group of value chain workers that is particularly vulnerable to negative
impacts. Material impacts arise through business relationships, in particular
with suppliers, logistics partners, contract service providers and distributors
involved in the sourcing, manufacturing and distribution of its products.They
originate from QIAGEN’s strategy and business model, which depend on
global sourcing, manufacturing and distribution through third‑party suppliers
and other business relationships.
Description
Allocation
in the value
chain
Time
horizon
Topic
Sub-topic
Sub-sub-topic
Policies
Potential
negative
impact
Potential violations of human rights (e.g., child labor and
forced labor) of workers who are employed by
QIAGEN's suppliers or business partners for logistics
Upstream and
downstream
Short-
term
S2
Workers in the value chain – Other
work-related rights
Corporate Code of Conduct and Ethics,
Human Rights Policy, Supplier Code of
Conduct
Position on human rights and related policies
Respect for human rights is an essential component of promoting sustainability
in our global business. As a publicly listed company with international
operations, we regard ourselves as a responsible corporate citizen in all the
countries and regions where we do business. This role includes rights and
obligations governed by international and national law, with human rights as
one of the foundational elements.
We acknowledge and endorse the UN Universal Declaration of Human Rights,
the European Convention on Human Rights, the business-related Organization
for Economic Cooperation and Development (OECD) Guidelines for
Multinational Enterprises, the ILO Declaration on Fundamental Principles and
Rights at Work, and the UN Guiding Principles on Business and Human Rights
and its application in National Actions Plans of our relevant jurisdictions. Our
subsidiaries in the U.K. follow the U.K. Modern Slavery Act.
Globally, we follow a three-pronged approach to exercise human rights due
diligence and protect the workforce but also work on QIAGEN´s impact
throughout the entire value chain. Our approach can be broken down to global
policies, comprehensive internal management structures and an accessible,
confidential and trusted whistleblower hotline. The principles for adherence to
human rights (including trafficking of human beings) are defined in our
Corporate Code of Conduct and Ethics and in the human rights policy referred
to below and discussed further under Business Conduct.
These policies relate to the material impacts identified in our double materiality
assessment concerning potential and actual negative impacts on own workers
and value chain workers, in particular with regard to forced labor, child labor,
human trafficking, discrimination, harassment, and the violation of fundamental
labor and human rights standards.
Regular mandatory training sessions are conducted to reinforce these principles
across all locations. To maintain compliance with QIAGEN policies, including
fair labor practices, the prevention of child labor, and harassment, a formal HR
structure with designated HR representatives has been established across all
sites. Our reporting channel, the QIAintegrity Line discussed further under
Business Conduct, is open to all employees and third parties for reporting
potential human rights violations. All reported matters are followed up
thoroughly.
As expressed in our human rights policy, QIAGEN considers respect for human
rights as a fundamental value and has designed the policy to provide guidance
on QIAGEN’s relationships with own employees, customers and suppliers. In
setting and updating the Human Rights Policy, QIAGEN considered the interests
of key stakeholders, including employees, workers in the value chain and
suppliers, informed by regulatory requirements and aligned with its approach to
compliance‑related policies. QIAGEN follows a zero tolerance-approach
regarding child labor or any form of forced labor and requires its suppliers to
respect human rights and to comply with applicable laws and international
standards.
The respect for human rights referring to laws and international standards to
prevent violations of human rights is furthermore addressed in the global
Supplier Code of Conduct. It includes numerous behavioral obligations and is
meant to safeguard the fundamental human rights of our suppliers’ employees.
Committing to the QIAGEN Supplier Code of Conduct and its principles is a
requirement for suppliers entering a contractual relationship with QIAGEN.
While QIAGEN in general is strongly interested in long-term relationships with
its suppliers, it will not knowingly do or continue doing business with suppliers
who violate these expectations.
The human rights policy Statement explains how QIAGEN ensures respect for
human rights and environmental standards in its supply chain. This process is
based on an annual risk analysis, which follows the guidelines of the German
Supply Chain Due Diligence Act (for more information, please see the details
below). The human rights policy Statement aligns with the German Corporate
Due Diligence Act (LkSG) and is complemented by our Rules of Procedure,
which are published on our webpage under "Compliance."
To monitor the implementation of these policies we refer to audit outcomes and
conduct strategy reviews throughout the year. We hold annual strategy
meetings with our top 30 suppliers (based on our spend) to gain further
insights. The Human Rights Committee -- comprised of the Vice President
Procurement, the Head of ESG Strategy and Impacts Programs, and the Head
of Global Legal Affairs and Compliance -- is responsible for ensuring the
implementation of the policies as well as human rights due diligence measures,
which are addressed in more detail below. All policies are annually reviewed
and available on our website.
For 2025, no cases of non-respect of the UN Guiding Principles on Business
and Human Rights, ILO Declaration on Fundamental Principles and Rights at
Work or OECD Guidelines for Multinational Enterprises that involve value chain
workers in our upstream or downstream value chain have been reported(2024:
no cases).
Through the implementation of its Human Rights Policy, Corporate Code of
Conduct and Supplier Code of Conduct, QIAGEN operationalizes its
commitment to internationally recognized third‑party standards and initiatives,
including the UN Universal Declaration of Human Rights, the UN Guiding
Principles on Business and Human Rights, the ILO Declaration on Fundamental
Principles and Rights at Work, and the OECD Guidelines for Multinational
Enterprises.
Due diligence in the supply chain
Identification of human rights issues: risk analysis
The global supplier network includes over 5,500 suppliers in more than 60
countries. Out of 5,500 suppliers in total, QIAGEN has 350 core suppliers.
QIAGEN’s top 10 suppliers are based in the U.S., the Netherlands, Germany,
Switzerland, Austria, Malaysia and India.
Our review of compliance matters with respect to potential human rights
violations applies a risk-based approach taking into account that our global
business activities are classified as either administrative, research and
development, manufacturing or sales activities. None of these activities,
including at our manufacturing sites, allow for practices that violate human
rights principles.
For our risk analysis and when working with suppliers, we apply a multi-stage
selection process to minimize compliance risks in our supply chain. Suppliers
are subject to a risk analysis covering environmental and social criteria based
on their geographic location.
Effective risk management enables us to perform an assessment of human rights
and environmental risks in our operating business with greater comprehension
and prioritization.
For the reporting year 2025, this included annual risk assessment of existing
suppliers and risk assessment of new suppliers during their onboarding process.
In the 2025 analyses, no risks were identified, and the outcomes of the 2025
risk assessment were communicated to the Executive Committee. These activities
represent a continuation of due diligence measures applied in prior reporting
periods. Compared to previous years, the scope and consistency of supplier
risk assessments were maintained across the supplier base, with systematic
reassessments of existing suppliers and integration of human rights and
environmental criteria into onboarding‑related risk analyses.
Ensuring diligence
In the highly regulated Med Tech Industry, QIAGEN has not adopted specific
targets for value chain workers, as potential negative impacts are addressed
through legally mandated, risk‑based due diligence processes under applicable
regulations, including the LkSG, which focus on prevention, monitoring and
remediation rather than target‑based performance management. Accordingly,
QIAGEN consistently applies and maintains its due diligence procedures during
the reporting period.
Tracking effectiveness
QIAGEN tracks the effectiveness of its policies and actions related to material
impacts, risks and opportunities concerning value chain workers through its due
diligence processes, including supplier risk assessments, audits, monitoring of
reported concerns and follow‑up on corrective actions. Effectiveness is
evaluated on a qualitative basis, focusing on whether identified risks are
prevented, mitigated or remedied. Given the risk‑based and regulatory nature
of the approach, QIAGEN has not defined quantitative targets or indicators,
and progress is assessed on an ongoing basis without a fixed base period.
2025 supplier assessments and audits
Comprehensive supplier assessments are part of our supplier selection process.
All direct strategic suppliers with a critical impact on the value of our supply
undergo the assessment, which is based on but not limited to the following
criteria: quality management, violations of human rights and environmental
laws, future supply strategies, financial stability, embargoes, and risks of
natural disaster. We collect the relevant data for the assessment via a submitted
questionnaire or when assessing the suppliers directly on site during a visit. If
suppliers fail to fulfill all criteria, we reserve the right to refrain from future
cooperation.
For all direct suppliers that we define as critical, quality audits are conducted
on site at least every three years on a case-by-case basis. We document all
audit findings and share the results with the audited suppliers. In case of
nonconformity with quality processes, we deliver corrective actions to the
supplier and continually follow-up until effective implementation adheres to
expected quality standards. Since 2024, human rights and environmental
topics have been incorporated into procedures evaluating quality processes.
Actions, time horizons and outcomes
Based on the risk analysis and supplier assessments described above, QIAGEN
has implemented the following actions to address actual or potential negative
impacts on value chain workers include risk‑based supplier assessments,
supplier audits, corrective action plans and, where necessary, termination of
business relationships in accordance with the LkSG and the Supplier Code of
Conduct. These actions are ongoing in nature and embedded in QIAGEN’s
due diligence processes; therefore, no fixed time horizons are defined, except
where corrective action plans include a case‑specific implementation schedule.
The expected outcomes of these actions are the prevention, cessation or
minimization of human rights‑related violations, the effective remediation of
identified non‑compliances, and the sustained improvement of supplier
practices.
The need for and appropriateness of actions are determined based on supplier
risk analyses, audit findings, reported concerns and substantiated knowledge of
actual or imminent violations. The severity, immediacy and level of influence of
the impact guide the selection of measures.
Processes to provide or enable remedy are operationalized through
documented corrective action plans, defined responsibilities, monitoring of
implementation and escalation to the Compliance function. Their effectiveness is
ensured through follow‑up reviews and tracking until closure, complemented by
access to the QIAintegrity Line for confidential reporting.
Resources allocated
The management of material impacts related to value chain workers is
supported by established resources within QIAGEN’s Procurement, Quality,
Compliance and Legal functions. These resources include responsible
personnel, defined governance structures and supporting systems for supplier
risk assessment, audits, corrective action management, monitoring and
escalation, enabling the effective management and oversight of identified
impacts.
Processes for engagement
We engage with supplier representatives in our supplier audits and annual
supplier meetings, and we also consider the perspective of workers in the value
chain in our Supplier Code of Conduct, which addresses internationally
recognized labor rights. QIAGEN has not entered into Global Framework
Agreements or similar agreements with global union federations related to
value chain workers. Instead, worker perspectives are considered through
supplier engagement, audit interactions and established grievance mechanisms.
QIAGEN does not permit any form of retaliation against individuals who report
concerns or act as whistleblowers. We actively promote the reporting of any
issues or suspicions, anonymously if preferred, by employees and members of
the supply chain through our QIAintegrity Line, which is discussed further under
Business Conduct.
Operational responsibility for engagement with value chain workers lies with
the Procurement, Quality and Compliance functions, with overall oversight by
the senior management responsible for Compliance. Engagement outcomes and
findings are reviewed within these functions and inform QIAGEN’s due
diligence approach, including follow‑up actions where relevant.
The effectiveness of engagement with value chain workers is assessed through
the outcomes of supplier audits, follow‑up on reported concerns,
implementation of corrective actions and feedback obtained via established
reporting channels, including the QIAintegrity Line. Where relevant,
engagement outcomes are reflected in agreed corrective action plans,
enhanced supplier requirements or other follow‑up measures.
Remedies
In 2025, no violations of incidents involving workers in the value chain in our
upstream value chain were reported (2024: no violations). If we become aware
of potential or actual violations of the prohibitions of the LkSG or our Supplier
Code of Conduct, we will take immediate corrective action to prevent, end or
minimize such violations. We will ensure that any information we receive or
become aware of regarding possible violations of the provisions of the LkSG by
QIAGEN or its suppliers is immediately forwarded to the Compliance team. In
the case of (imminent) violations in the business area of direct suppliers, we will
develop a corrective action plan and an associated schedule with the goals of
ending the violation together with the affected suppliers and monitoring its
sustainable implementation, provided that the business relationship is to be
continued. In the case of indirect suppliers, in the event of substantiated
knowledge of a (imminent) violation, we will develop a concept for the
prevention or termination and ensure its implementation.
We reserve the right to terminate the business relationship and apply the
requirements of the LkSG, at least in exceptional cases, including:
• Serious violations of the law
• Failure to remedy the violations through implemented measures after the
specified time has expired
• No further reasonable measures are available, and our ability to influence
the outcome is limited
Conflict minerals
U.S. legislation has been enacted to improve transparency and accountability
concerning the sourcing of conflict minerals from mines located in the conflict
zones of the Democratic Republic of Congo (DRC) and its adjoining countries.
Conflict minerals comprise tantalum, tin, tungsten (or their ores) and gold.
Certain instrumentation product components that we purchase from third-party
suppliers contain gold. This U.S. legislation requires manufacturers, such as
QIAGEN, to investigate the supply chain and disclose any use of conflict
minerals originating in the DRC or adjoining countries. We conduct due
diligence measures annually to determine the presence and source of conflict
minerals in our products. Because we do not purchase conflict minerals directly
from smelters or refineries, we rely on our suppliers to specify to us their conflict
minerals sources and declare their conflict minerals status. We disclosed our
most recent conflict minerals findings to the U.S. Securities and Exchange
Commission for the calendar year ended December 31, 2024, on Form SD on
May 30, 2025, and will provide updated disclosure to the U.S. Securities and
Exchange Commission as required.
Consumers and end-users
Our approach
At the heart of our operations lies a steadfast commitment to our customers.
Their satisfaction is not just a priority but the cornerstone of everything we do.
We understand that delivering high-quality products is integral to ensuring a
positive customer experience. This commitment extends to our approach to
healthcare access.
In 2025, QIAGEN shipped products to more than 160 countries and served
more than 500,000 customers worldwide. As a B2B company, our products
are used by professionals in scientific and diagnostic labs (e.g., private or
governmental), or in hospitals and medical practices. The laboratories are our
customers and the end users of our product. They produce scientific data,
diagnostic or forensic results that have a potential impact on scientific research,
patient diagnosis or outcome of a forensic investigation. There is no specific or
direct involvement of vulnerable groups such as children or people with
disabilities.
Based on the ESRS 2 IRO‑1 materiality assessment, QIAGEN has not identified
material risks or opportunities that are specific to particular groups of
consumers or end‑users (e.g. by age or other characteristics); identified impacts
are relevant to professional users of QIAGEN products generally.
QIAGEN’s understanding of potential consumer and end‑user impacts is
informed by product‑specific risk assessments, quality management processes
and customer feedback mechanisms, which consider how improper product
performance could affect diagnostic, research or forensic outcomes. These
actual and potential impacts, as well as the associated risk and opportunity,
affect people using QIAGEN’s diagnostic and life‑science products and may
influence health, safety, scientific outcomes and customer relationships.
QIAGEN monitors the performance and safety of its products throughout their
lifecycle through established post‑market surveillance processes. These activities
include the systematic evaluation of customer feedback and complaints, trend
analyses, and ongoing market monitoring. Insights generated through
post‑market surveillance are used to identify potential risks, support corrective
and preventive actions where necessary, and ensure the continued safety,
quality and reliability of products for patients and end users.
Quality, Ingenuity and Accessibility is what we stand for – in short QIA. This
reflects our commitment to quality in our daily efforts towards achieving our
vision to make improvements in life possible. Reliable, safe and effective
products are essential to enable our customers to gain valuable insights from
molecular research to clinical healthcare. Ensuring unrestricted reliability of our
products is a top priority, as any defects could lead to inaccurate medical
diagnoses or erroneous scientific results; such impacts would be systemic and
linked to the specific product, rather than to individual consumer groups.
High-quality products and customer satisfaction are an integral part of the
QIAGEN vision to make improvements in life possible. To support this vision,
our approach to healthcare access aims to provide individuals who may benefit
from a QIAGEN testing solution with access to our solutions, regardless of
where they live or their economic status or background.
The material impacts, risks and opportunities related to consumers and
end‑users are directly linked to QIAGEN’s business model as a provider of
diagnostic and life‑science solutions and inform strategic priorities in product
quality, customer support and access to healthcare. The material actual and
potential impacts on consumers and end‑users, as identified through QIAGEN’s
Double Materiality Assessment (see chapter General Information), arise
primarily from QIAGEN’s own activities, including product development and
quality management, and are influenced by downstream business relationships
related to product distribution and use across the value chain. These impacts
and risks influence product‑related decision‑making and are addressed through
the quality, customer support and access‑to‑healthcare measures described in
this chapter.
Description
Allocation
in the value
chain
Time
horizon
Topic
Sub-topic
Sub-sub-topic
Policies
Potential
negative impact
Any defects in the QIAGEN products can lead to inaccurate
diagnosis or erroneous scientific results and lead to customer
dissatisfaction
Downstream
Short-
term
S4  Consumers and end-users
Entity specific information
Product quality
Quality policy
Actual positive
impact
QIAGEN provides physical products, comprehensive services,
and up-to-date product information to enhance customer
experience and expedite the generation of reliable scientific
insights through high-quality technical support
Downstream
Short-
term
S4  Consumers and end-users
Entity specific information
Product quality
Quality policy
Actual positive
impact
Improved accessibility and availability of healthcare services
for underserved populations. This could lead to better
healthcare, a reduction in disease burdens, and an overall
improvement in public health in these regions
Downstream
Short-
term
S4
Consumers and end-users
Entity specific information
Access to healthcare
Access to healthcare policy
Risk
Customer dissatisfaction leads to increased time investment in
handling unsatisfied customers, resulting in higher support
costs for QIAGEN
Along the whole
value chain
Medium-
term
S4
Consumers and end-users
Entity specific information
Customer satisfaction
Quality policy
Opportunity
Demonstrated reliability and high customer satisfaction can
open doors to additional and new business, new geographic
or sector markets
Own operations
Short-
term
S4
Consumers and end-users
Entity specific information
Customer satisfaction
Quality policy
Targets
What we strive to achieve: continuous improvement
Product quality
A high-quality product goes hand in hand with a positive customer experience.
QIAGEN’s ambition is to continuously increase product quality across its
products and processes, supported by a global quality management system and
internationally recognized quality standards. Product quality is managed
through a combination of qualitative and quantitative performance elements,
including minimizing recalls and customer complaints, maintaining a high level
of certified manufacturing sites (ISO 9001 and/or ISO 13485), and monitoring
external audit outcomes. These elements are overseen through established
quality governance, audits and corrective and preventive action (CAPA)
processes and are embedded in QIAGEN’s continuous improvement approach
to ensure the ongoing safety, reliability and performance of its products.
Progress against the product‑quality targets is monitored through the Global
Quality Management System using the certification status of manufacturing sites
and results from external regulatory and third‑party audits. In this context,
external stakeholders such as certifying bodies and regulatory authorities are
indirectly involved through ISO certifications and audits, the outcomes of which
inform the review and prioritization of product‑quality targets. In 2025,
coverage of certified manufacturing sites remained at 100%, and the external
audit non‑conformance rate remained below 0.5. Performance was in line with
internal quality objectives, with no significant adverse trends or deviations
identified during the reporting period. Findings from external audits, including
identified non‑conformities, are assessed within QIAGEN’s quality governance
and taken into account when refining quality priorities and related targets.
Customer satisfaction
In 2025, QIAGEN set a minimum target score of  64.5 for the customer-service
metric Service-NPS-T. But in 2025, we surpassed the target and achieved a
score of 75.7 compared to our 2024 score of 70. For 2026, the target
Services NPS-T is set at 66. The global target for the metric is to be approved
by the Head of Global Service Solutions Management and was defined for the
first time for 2023 after base lining historical survey data dating back to 2019
when QIAGEN has a score of 60.8. The target is revisited and redefined
annually taking external benchmarks into consideration. Targets are defined
based on historical performance data, standardized NPS survey methodologies
and internal benchmarking. No specific policy scenarios are applied, and
targets are not directly aligned to national, EU or international policy goals.
Our Customer Care NPS-T (CC-NPS-T) attained a score of  70.3 compared to
our 2024 score of 60, base lined in 2022 at 57.9.  For 2025 the target for
Customer Care score has been set at 60. We actively address customer
feedback as it is received, and the CC-NPS-T target is revisited and redefined
annually. We set the 2026 target at 65.
Customer feedback informs operational improvements but is not used as a
direct input to target‑setting assumptions. For example, QIAGEN responded to
customer feedback in connection with waste management. Although we have
already been working on our waste management over the past years, we
received concerns from customers particularly in the EU, regarding our use and
quantity of plastic transportation packaging. We have integrated customer
feedback and, since 2020, we have defined a yearly corporate goal to reduce
the use of plastic by eliminating it or replacing it with alternative packaging
(see also chapter Resource Use and Circular Economy).
Access to healthcare
In 2024, QIAGEN reported qualitative examples of initiatives that expanded
access to diagnostics in low- and middle-income countries (LMICs) and high-
burden settings, laying the groundwork for a more structured approach to
Access to Healthcare.
In 2025, QIAGEN developed a quantitative framework and baseline indicators
across three pillars — Accessibility, Affordability and Collaboration — with a 
focus on vulnerable populations and infectious diseases such as tuberculosis.
No quantitative targets were defined in 2025. The framework is intended to
support the future definition of measurable objectives and consistent
year‑over‑year monitoring, taking into account international public health
priorities and local healthcare system conditions in LMICs. By 2026, QIAGEN
aims to expand the availability of its diagnostic solutions in LMICs, enhance
affordability through appropriate pricing mechanism, strengthen partnerships
that support local evaluation and training. The 2025 baseline will enable
consistent year-over-year monitoring of progress and impact.
Progress assessment
As no quantitative targets were defined for the reporting period, progress
against targets and trend analyses are not applicable. Where targets exist,
progress is assessed annually against the defined baseline and planned
trajectory, and no significant deviations from initial planning were identified
during the reporting period.
Policies
By offering high‑quality products and services and using customer satisfaction
tools, QIAGEN strives to meet the needs of end‑users and customers.
QIAGEN respects human rights as a fundamental value in its relations to
customers and has aligned its human rights policy (discussed further under
Workers in the Value Chain) and its Corporate Code of Conduct and Ethics
(discussed further under Business Conduct) with internationally recognized
principles and frameworks, such as the UN Guiding Principles on Business and
Human Rights and the ILO Declaration on Fundamental Principles and Rights at
Work. We do not tolerate the misuse of QIAGEN products, and we will block
customers from further sales if we become aware of their involvement in
practices such as mass screening or the surveillance of ethnic minorities. The
QIAintegrity Line, our publicly accessible reporting channel, allows for remedial
actions in case of violations. In 2025, no violations of incidents involving
customers in our downstream value chain were reported (2024: no violations).
Our Global Quality Manual, in conjunction with the quality policy and global
Process Documents, lays the foundation for the QIAGEN Quality Management
under the responsibility of our Executive Committee. The manual sets out and
defines the processes around product quality referring to the corporate mission
and strategy, upon which the corporate and quality goals are based. The
regularly updated manual is not publicly accessible but is made available upon
request to hundreds of customers each year. The Executive Committee is the
most senior level accountable for the implementation of the Quality Policy.
Operational responsibility is exercised through the Global Quality Management
System, overseen by Global Quality Assurance, which ensures implementation,
monitoring and continuous improvement across QIAGEN. In setting the Quality
Policy, QIAGEN considered the interests of key stakeholders, including
customers, end‑users, patients and regulatory authorities, informed by
regulatory requirements, customer feedback mechanisms, quality risk
assessments and post‑market surveillance insights.
The Quality Policy applies globally to QIAGEN’s own operations and
downstream value‑chain activities related to the development, manufacturing,
distribution and post‑market monitoring of diagnostic and life‑science products.
It covers all geographies in which QIAGEN operates and focuses on customers,
end‑users and patients, while addressing regulatory expectations of authorities
and notified bodies. The policy does not extend to independent customer use
beyond product instructions and regulatory‑approved applications. The Quality
Policy is made available to employees and other internal stakeholders involved
in its implementation through QIAGEN’s controlled document management
system, while relevant external stakeholders, including customers and
authorities, are informed through contractual documentation, audits and, where
appropriate, upon request.
QIAGEN has not adopted a standalone customer satisfaction policy. Customer
satisfaction is managed through operational procedures embedded in the
Quality Management System and governed by defined standard operating
procedures. Customer satisfaction processes are designed with consideration of
customer and end‑user interests, informed by structured customer feedback,
complaint management, Net Promoter Score surveys and post‑market
surveillance activities. Customer satisfaction procedures apply globally to
QIAGEN’s downstream activities related to customer interactions, including
ordering support, technical service, complaint handling and post‑market
monitoring, and cover all geographies in which QIAGEN operates.
Improving access to diagnostics remains a significant global healthcare
challenge, particularly in LMICs and other high-burden settings. QIAGEN’s
access to healthcare policy guides our global strategy through three pillars —
Accessibility, Affordability, and Collaboration — with the goal of ensuring that
people who can benefit from our diagnostic solutions are able to access them,
regardless of geography or economic status. In setting the Access to Healthcare
Policy, QIAGEN considered the interests of key stakeholders, including patients,
healthcare providers, public health authorities, NGOs, and academic
institutions, informed by ongoing engagement, public‑health partnerships, and
insights from Medical Affairs and global health initiatives. The Access to
Healthcare Policy has a global scope and applies to QIAGEN activities that
enable equitable access to diagnostic solutions across the pillars of
Accessibility, Affordability and Collaboration. It primarily addresses
downstream value‑chain activities, including product availability and
distribution, pricing and affordability mechanisms, and partnerships with
healthcare systems, with a focus on patients, healthcare providers, public health
authorities, NGOs and academic institutions. The policy applies globally, with
particular emphasis on low‑ and middle‑income countries and high‑burden
settings, and indirectly informs upstream priorities such as R&D alignment with
global health needs. Following the completion of our Global Public Health Task
Force’s mandate in 2024, its responsibilities were integrated into the Medical
Affairs department to strengthen strategic alignment and oversight. Medical
Affairs now governs the Access to Healthcare strategy, sets objectives, monitors
progress through KPIs, and coordinates efforts across business and regional
teams to expand diagnostic access and improve affordability.
The updated framework brings together strategic actions across QIAGEN to
increase product availability, apply equitable pricing approaches, and build
partnerships with public-health institutions, NGOs, and academic
organizations. We expect measurable growth across the three pillar KPIs in the
coming years, reflecting our continued commitment to improving access to high-
quality diagnostics in resource-constrained settings. The Chief Medical Officer
is the most senior level accountable for the implementation of the Access to
Healthcare Policy, with oversight by the Corporate ESG Committee and, where
required, the Executive Committee. Medical Affairs acts as the global policy
owner and leads strategy, implementation, and KPI monitoring, supported by
Global Sales Operations for execution and reporting.
The Access to Healthcare Policy is made available to relevant internal
stakeholders via QIAGEN’s internal governance systems.
Actions and metrics
QIAGEN manages product quality, customer satisfaction and
access‑to‑healthcare actions through its Global Quality Management System
and defined operational procedures, which are applied consistently across the
organization and monitored on an ongoing basis.
Progress on actions disclosed in prior periods is tracked through established
qualitative and quantitative indicators, including audit outcomes, complaint
trends, service‑related Net Promoter Scores, certification status of manufacturing
sites and access‑to‑healthcare KPIs. In 2025, these indicators showed stable or
improved performance compared to prior periods, with no material deviations
identified that required corrective escalation beyond existing quality and
governance processes.
Key quality‑ and customer‑related actions are continuous and embedded in
QIAGEN’s core operations. As such, they do not have fixed end dates but are
implemented on an ongoing basis, with effectiveness reviewed regularly
through audits, management reviews, KPI monitoring and post‑market
surveillance, the outcomes of which are used to assess whether actions are
achieving their intended effect and to inform adjustments where needed. Where
actions relate to specific initiatives or improvements, timelines are defined and
tracked internally within the relevant operational or quality processes.
QIAGEN ensures that processes to provide or enable remedy in the event of
material negative impacts on consumers and end‑users are available and
effective through established complaint management, corrective and preventive
action (CAPA) procedures, post‑market surveillance and the QIAintegrity Line.
These mechanisms allow concerns to be raised, investigated and remediated in
a structured manner, with outcomes monitored through defined quality
governance and escalation processes.
QIAGEN assesses whether consumers and end‑users are aware of and trust
these processes through multiple channels, including customer feedback,
complaint follow‑up, Net Promoter Score surveys and engagement through
service and technical support interactions. Insights from these channels are
reviewed to evaluate the accessibility and perceived effectiveness of the
mechanisms and to inform continuous improvement.
Product quality‑related metrics are derived from QIAGEN’s Quality
Management System and are based on standardized methodologies, including
audit results, complaint and non‑conformance tracking, recall data and
certification status. These metrics rely on internal quality data collected across
sites and processes and are subject to regular review and validation.
Methodological limitations may arise from differences in product applications,
regulatory environments and reporting cycles; however, the use of harmonized
procedures and defined data controls ensures consistency and comparability
over time.
Recalls
Due to our stringent quality management, recalls rarely occur. In the reporting
year 2025, 2 recalls (U.S./EU FSCA) and no FDA Class I recalls were
registered. In the event of a recall, all of our sites are subject to global
procedures to avoid the further use of the affected product. We ensure full
traceability of each product to the final customer and can, therefore, notify
customers directly in the event of a recall.
Global certifications at manufacturing sites
Infographics_Global Certifications Map.svg
KentieDesign_QIAGEN_AR25_OverviewPages_Redesign_Certification Image.png
Our approach to quality
100%
As of December 31, 2025 100%
manufacturing facilities are certified to
ISO 9001 and/or ISO 13485 quality
system standards (excluding Parse
Biosciences Inc., which was acquired
in December 2025).
ISO 9001 and/or ISO 13485 Certified manufacturing sites
Hilden, Germany
Infographics-08.svg
Germantown, USA
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Shenzhen, China
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Stockach, Germany
Infographics-09.svg
Beverly, USA
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Beijing, China
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Barcelona, Spain
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Frederick, USA
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Gdańsk, Poland
Infographics-07.svg
Vasteras, Sweden
Required actions for recalls depend on the individual case. Actions can range
from providing additional information to physically recalling a product. We
have defined processes, responsibilities and improvement programs as required
by regulating authorities to avoid the recurrence of recalls.
QMS Certification
2025
2024
Percent of certified manufacturing sites
100%
100%
Audits and inspection
2025
2024
Number of FDA warning letters
—
—
Recalls
2025
2024
Number of U.S. Class 2 / EU FSCA recalls
2
6
Number of FDA Class 1 recalls
—
—
Complaint management
Regarding our processes for engaging with customers, for the most part,
complaints in 2025 centered around product performance. Typically,
complaints are very specific to the customer's application. Consequently,
QIAGEN's actions focused on identifying the root cause and avoid
reoccurrence by effective corrective and preventive actions.
QIAGEN has established a global process to manage customer feedback. The
central entry gate for technical customer interaction is our Tech-Service. Each
support ticket can be escalated to a complaint case if the product's
performance could be impacted. Each complaint is investigated, and
appropriate corrections and corrective and preventive actions (CAPAs) are
implemented. The overall complaint numbers are trended and evaluated.
The complaint management process is part of QIAGEN's global CAPA process
landscape that also includes risk management, CAPA investigations, handling
of non-conforming products, and management of deviations. All are fed into a
structured process to identify potential root causes and establish effective
corrections and CAPAs. This process is part of QIAGEN's global QMS and is
overseen by the Global Quality Assurance team. Relevant employees at
QIAGEN are trained in the CAPA process, as with all other processes
Available channels for customers to reach out to QIAGEN are channels like the
QIAintegrity Line (discussed further under Business Conduct) or Tech-Service.
Customers may also get in contact via social media, telephone and e-mail.
Improving customer satisfaction
QIAGEN not only provides physical products but also comprehensive services
and up-to-date product information to support customers in solving their
scientific questions. This enhances the customer experience and, through high-
quality technical support, accelerates the generation of valuable and trustworthy
insights that customers are seeking. Meeting or exceeding service expectations
builds trust, strengthens our reputation as a reliable partner, unlocks new
business opportunities, and facilitates expansion into new regions and market
sectors. By prioritizing customer needs and experiences, we build lasting
relationships that benefit both our customers and our company while also
streamlining interactions and reducing support efforts.
Service at QIAGEN is organized in regional operational teams supporting the
customer remotely or onsite and a global team working on strategy, processes,
and tools. Customer experience assessment and improvement actions are
implemented through the collaboration of those regional and global service
functions to continuously drive customer centricity. Additionally, customers can
use various channels to submit their feedback and help us improve customer
experience. In 2025, we launched additional self-service options, like product
availability checker, ordering status tracker, etc. Furthermore, additional web-
based tools are being planned for 2026 and beyond to give customers further
self-service options.
Customer engagement with consumers and end‑users at QIAGEN takes place
across several functions. Within the scope of this section, structured customer
engagement and feedback management are operationally anchored in the
Service and Customer Care organization, in close coordination with Quality
Management. The senior leadership overseeing these functions is responsible
for ensuring that customer engagement takes place and that insights from
service interactions, complaints, post‑market surveillance and surveys are
reviewed and used to inform continuous improvements to customer experience,
service delivery and product quality.
To address our customers' expectations in the best possible way, we emphasize
trainings for our sales force, with the goal of enhancing our abilities to
understand customer demands and to educate them about our solutions.
Through our internal learning platform QIAlearn, we offer e-learning and
instructor-led training to our sales professionals on various topics ranging from
basic knowledge to detailed product offerings.
Offerings to meet customer needs
We are committed to enhancing our customers' experiences by monitoring
system functionality and analyzing survey feedback. This helps us adapt to their
evolving needs. Our products span various market segments, leading to both
common and market-specific expectations. Customers expect reliability, safety,
and environmentally friendly manufacturing. Our products are used in
controlled environments, often involving hazardous liquids or complex
machinery with electrical components. To ensure they function with high
precision and to prevent misuse, we provide training on product usage.
Customers are guided with accurate and accessible product- or service-related
information, such as detailed product manuals, handbooks, and data safety
sheets, to ensure proper handling and avoid potential hazards. Improved
access to comprehensive product information and up-to-date research offers
valuable guidance and strengthens our relationships with customers. Engaging
with them through regular updates further deepens these relationships and can
increase customer loyalty. In case our products do not meet the customers’
needs, our Cancellation and Returns practices ensure flexibility and support for
customers managing their orders, allowing standard orders to be canceled if
not yet shipped and providing prompt replacements for non-conforming
products under warranty.
Measuring customer satisfaction with the Net Promoter Score
QIAGEN strives to create trust and demonstrate reliability, recognizing the risks
related to customer dissatisfaction. Customer dissatisfaction leads to increased
time investment in handling the situations, resulting in higher support costs for
QIAGEN. Additionally, dissatisfied customers are less likely to accept price
increases due to a perceived mismatch in value for money. This might lead to a
decline in repeat purchases, compounded by the fact that acquiring new
customers is  more time-consuming and costly compared to retaining existing
ones.
To continually assess the satisfaction of our customers, we employ the Net
Promoter Score (NPS) methodology – a systematic global approach to measure
customer experience, analyze feedback, resolve identified individual situations
of dissatisfaction, and derive corrective actions to improve customer experience
in the future where necessary. The NPS is a market research metric that
measures customer satisfaction by asking customers to rate the likelihood that
they would recommend a company or a specific product to a colleague.
Respective NPS values can range from -100, indicating all customers were
detractors and dissatisfied, to +100, indicating all customers were promoters
and satisfied.
In 2025, we continued with our approach of the transactional Net Promoter
Score (NPS-T) for customer care (ordering support) and for tech service
(technical product requests) which we introduced firstly in 2023. Both are run
independently, yet results are analyzed in a combined way to comprehensively
assess customer satisfaction. Upon the completion of an interaction with a
customer, we sent out requests to the respective NPS-T survey via email and
solicited customer feedback on their experience. All collected customer
feedback was directly accessible by local country managers. They analyzed the
collected responses and followed up with customers who indicated they were
not fully satisfied with the resolution of their requests. Based on the feedback we
received, in the future, we will offer enhanced customer service features. As a
consequence of the feedback received, we for instance established a specific
priority routing for incoming requests of a specific customer group in North
America leading to initial response times of less than two hours for those
customers.
Access to healthcare
QIAGEN advances access to tuberculosis diagnostics by ensuring that
QuantiFERON-TB Gold Plus (QFT-Plus) and the QIAseq xHYB Mycobacterium
tuberculosis Panel are available, affordable, and suitable for programmatic use
in low- and middle-income countries (LMICs). We support the expansion of
these technologies by contributing to the global TB dialogue—including
participation in the 39th Stop TB Partnership Board Meeting in the Philippines
and membership in the Stop TB Partnership Private Sector Constituency—and
through ongoing engagement with the WHO Global TB Program on the
pathway toward prequalification. In parallel, we continue to develop diagnostic
solutions designed to overcome geographic and infrastructure barriers.
In 2025, we established the baseline for our accessibility KPI, reflecting the
volume of QFT-Plus supplied to LMICs. In the coming years, we will work
toward this volume to increase as we continue to advance access to TB
diagnostics in resource-constrained settings.
Affordability is enabled through public-health pricing mechanisms that support
access for low- and middle-income countries. QIAGEN offers a concessional
price for QuantiFERON-TB Gold Plus through the Global Drug Facility and,
where appropriate, directly to public health programs, enabling ministries of
health and public institutions to procure TB diagnostics at levels consistent with
national resource constraints. We also invest in cost-effectiveness and health-
economic analyses to support evidence-based decision-making. Recent work
includes studies in Malaysia (diabetes), Costa Rica and Thailand (people living
with HIV), and Indonesia (household contacts), generating context-specific
evidence that informs the optimal use of TB infection testing. This approach
ensures that affordability is understood not only in terms of the test price, but
also in terms of a health system’s ability to deliver diagnostics sustainably and
at scale. In 2025, we established the formal baseline for our affordability KPI,
reflecting access through public-health pricing. In the coming years, this KPI
may gradually improve, as public-health pricing mechanisms continue to
facilitate access in resource-constrained settings.
Collaboration is strengthened through evaluation support of LMIC laboratories
and institutions, helping build familiarity with QFT-plus technology and local
implementation experience. We also support locally led research in LMICs
through Investigator Initiated Studies (IIS), helping generate evidence in
resource-constrained settings. In 2025, we established the baseline year for our
collaboration KPI, reflecting the level of evaluation and training materials
provided to LMIC institutions. In the coming years, we aim to increase this level,
as we continue to strengthen collaborative initiatives that advance the use of TB
diagnostics in resource-constrained settings.
KentieDesign_QIAGEN_AR25_OverviewPages_Redesign_MASTERFILE_KV.jpg
Governance
The highest standard of integrity is fundamental to
QIAGEN’s success.  Rigorous compliance programs,
cyber security measures and strategic collaborations
reinforce our ethical business conduct and contribute
to our effective risk management and  our long-term
operational resilience.
90%
completion of cyber security
awareness training
QIAintegrity line
for reporting concerns
Infographics-36.svg
Business conduct
Our approach
QIAGEN’s sustained success depends on unwavering integrity, which is
maintained by fostering compliance and cultivating trust among stakeholders.
Our commitment to ethical business conduct is reflected in compliance
programs, cyber security measures and strategic industry collaborations, all of
which support risk mitigation and operational resilience.
The material impacts related to business conduct arise from QIAGEN’s own
governance, compliance and risk‑management activities, as well as from
business relationships with suppliers, customers, distributors and other third
parties across its global value chain. In our materiality assessment, we
evaluated the following material impacts:
Description
Allocation in
the value chain
Time horizon
Topic
Sub-topic Sub-sub-topic
Policies
Actual positive impact
High awareness of integrity through compliance
can lead to stable relationships with employees and
suppliers and can increase their sense of security
and trust
Along the whole
value chain
Medium-term
G1
Business Conduct -
Corruption and bribery
Corporate Code of Conduct and
Ethics, global legal framework for
sales and marketing activities, global
anti-corruption policy, whistleblower
policy, cyber security policy
Actual negative impact
Misbehavior can have negative consequences for
those affected if it goes unnoticed -> leading to loss
of trust or stigmatization 
Along the whole
value chain
Short-term
G1
Business Conduct -
Protection of
whistleblowers
Corporate Code of Conduct and
Ethics, global legal framework for
sales and marketing activities, global
anti-corruption policy, whistleblower
policy, cyber security policy
Potential negative impact
We handle data from our suppliers, customers and
business partners who could be exposed to
negative consequences of sensitive data leakage
Along the whole
value chain
Short-term
G1
Business Conduct
Entity specific information
Data & Cyber Security
Corporate Code of Conduct and
Ethics, cyber security policy
The material business‑conduct‑related impacts can have negative consequences
for people, including employees and business partners, for example by
undermining trust or the protection of those affected. They influence
governance‑level decision‑making and are addressed through the compliance
measures described in this chapter. These impacts, risks and opportunities are
directly linked to QIAGEN’s business model as a globally regulated life
sciences and diagnostics company and inform strategic priorities related to
compliant market access, trusted stakeholder relationships and the long-term
resilience of our operating model.
Policies
Our compliance-related policies outline the standards we uphold in our business
activities and our expectations for both internal and external stakeholders.
These policies reflect our commitment to integrity. Our compliance policies are
developed by the designated policy owners, who are the managers responsible
for the relevant topics. These policies undergo a thorough review and approval
process by both the Compliance Committee and the Executive Committee.
Annually, the policy owners reassess and update the policies as necessary. Any
modifications are subsequently reviewed and approved by the Compliance
Committee and the Executive Committee to maintain alignment with our
corporate governance standards and sustainability objectives. In setting and
updating its compliance‑related policies, QIAGEN considers the interests of key
stakeholders, including employees, business partners, customers, shareholders
and public authorities, informed by regulatory requirements, risk assessments,
internal controls, and feedback received through compliance processes and
stakeholder interactions.
The Corporate Code of Conduct and Ethics is designed to empower our
employees with a clear understanding of the principles of business conduct and
ethics that we uphold. This policy is likely to have a positive impact employees
by increasing their awareness of integrity and enhancing their sense of security
and trust. It applies to all employees of QIAGEN and its subsidiaries, all
members of QIAGEN´s senior management and every member of the
Managing Board and the Supervisory Board. QIAGEN commits to integrity and
transparency concerning comprehensive disclosure to shareholders and
authorities, fair dealing with stakeholders, leading ethical relations to public
institutions, being compliant with laws, rules and regulations and taking
responsibility toward society and environment.
Furthermore, QIAGEN is committed to advancing the industry responsibly and
is a member of several industry trade associations, such as AdvaMed (U.S.)
and MedTech (Europe), which ensures that collaborations between AdvaMed
and MedTech companies and healthcare professionals adhere to high ethical
standards. We also collaborate with global health policy institutions such as the
World Health Organization and regional consortia, such as the African Society
for Laboratory Medicine, to improve affordable access to testing solutions for
neglected diseases in low-resource settings. Besides our engagement in industry
associations, we are not active in any direct lobbying activities. Moreover, we
do not make or receive any payments to or from political parties or political
action committees. Such actions have been prohibited without exception by our
Code of Conduct.
As a publicly traded company with global operations, we are governed by
regulations across multiple jurisdictions. Ethical conduct and compliance with
laws and regulations therefore are fundamental assets for our business integrity
and our reputation.
Oversight and accountability play a central role in QIAGEN’s compliance
framework. The Compliance Program and the implementation of related
policies is overseen by the Senior Global Compliance Manager and is
supported by the Compliance Committee under the leadership of the Head of
Global Legal Affairs and Compliance. This position reports directly to the Audit
Committee of the Supervisory Board. The Compliance Committee consists of
managers from Legal, Internal Audit, Human Resources, SEC Reporting, Clinical
and Medical Affairs, and Trade Compliance.
The Supervisory Board consists of senior leaders, who are trained in and
updated on compliance matters and new legal requirements. More information
on the Supervisory Board and the Management Board are provided in our
Corporate Governance Report.
Our Compliance Program includes a comprehensive set of policies designed to
ensure adherence to legal and ethical standards. These policies cover areas,
such as conflicts of interest, insider trading, anti-corruption, revenue recognition,
confidentiality, and social media policy. Particularly, policies regarding
interactions with healthcare professionals are created based on the AdvaMed
Code of Ethics. The Advanced Medical Technology Association (AdvaMed) is a
global trade association of companies that develop, produce, manufacture, and
market medical technologies. The policies are described in more detail in our
global legal framework for sales and marketing activities policy, which includes
guidelines on various marketing activities such as samples, gifts, etc. All
compliance policies are available to QIAGEN employees via the intranet. Each
policy includes contact information and the invitation to comment or to ask
questions. Violation of these policies may result in a disciplinary response, up to
and including termination of any employment or other relationship with the
company, and possibly other legal action.
Prevention of corruption and bribery
We pay special attention to anti-corruption laws in our related compliance
policies. As a U.S. listed company with global operations, QIAGEN is subject
to anti-corruption laws worldwide, such as the Foreign Corrupt Practices Act
(FCPA) and the U.K. Bribery Act 2010 (UKBA). Our global anti-corruption
policy supports our commitment to aiming to abide by the anti-corruption laws
of the countries in which we operate. As part of the policy QIAGEN expects all
employees, directors, officers, and business partners to refrain from engaging
in any form of bribery and corruption.
The policy strictly prohibits offering, giving, or accepting payments, gifts, or
anything of value to influence business decisions, including dealings with
government officials and private entities. Limited exceptions, such as non-cash
gifts and business hospitality, are permitted but must comply with internal
policies and approval procedures. The global anti-corruption policy is based on
the United Nations Convention against Corruption (UNCAC).
Whistleblower policy
The Whistleblower Policy defines the competencies and procedures for
submitting, receiving, handling, and retaining whistleblowing reports at
QIAGEN. To encourage people to report misbehavior in order to prevent
negative impacts and consequences for those affected, it also outlines the
protection measures in place to ensure the effectiveness of the whistleblowing
system. Applicable to all reasonable suspicions of actual or potential
misconduct or risks, the policy covers reports related to any area of QIAGEN’s
business or operations, including those concerning direct or indirect suppliers.
Reporting Persons may include current or former employees of QIAGEN, as
well as any other individuals who submit a report in accordance with this
policy. The administration of the policy falls under the responsibility of the Head
of Global Legal Affairs and Compliance.
Robust cyber security governance
Data and cyber security are critical priorities for QIAGEN due to the sensitive
nature of the data the company handles, including proprietary scientific
information, customer and partner data. As a global provider of Sample to
Insight solutions, QIAGEN has a responsibility to protect this data from cyber
threats that could result in financial loss, reputational damage, regulatory
repercussions, harm to data subjects and loss of customer trust. Our operations
involve handling data from suppliers, customers, and business partners, who
may be adversely affected by any unauthorized disclosure of sensitive
information. Our cyber security policy is made available to these stakeholders.
Additionally, further details pertaining to our cyber security measures and
protocols are provided within the framework of established contracts with our
stakeholders, as necessary. Through the implementation of appropriate cyber
security policies, monitoring, risk assessments and cooperation, QIAGEN aims
to protect its intellectual property, ensure compliance with data protection and
cyber security regulations, maintain the integrity and privacy of sensitive
information, and reinforce the company's commitment to secure, reliable, and
trustworthy operations. Our suppliers, customers, and business partners can
access our cyber security policies and measures for data protection matters.
With our cyber security policy and Cyber Security Handbook, we have
supporting privacy and cyber security policies and guidelines in place, which
are reviewed and approved as part of our Cyber Security Council and
Compliance Committee procedures. The Cyber Security Council is sponsored
by the Head of Cyber Security (CISO) who will act as the Chair for the Council.
The cyber security policy and Cyber Security Handbook apply to all employees
and are available on our intranet. Employees are required to acknowledge
their understanding of the policies; otherwise, the training will not be marked as
complete. With these procedures defined in the policy, QIAGEN promotes
secure handling of sensitive data of suppliers, customers and business partners
which would be negatively impacted in case of data leakage.
Our cyber security policy defines and references the information security
requirements and controls within QIAGEN that all stakeholders must adhere to
when planning, implementing or operating information processing, storage or
transmission to comply with the cyber security program of QIAGEN. It
describes the approach and associated controls of information security for
information-based systems and services in accordance with the company’s
business needs and legal obligations.
The policy documents the organization’s cyber security objectives as agreed by
the Cyber Security Council to address the specific needs and requirements of
QIAGEN. Failure to comply with this policy could result in a legal or
contractual violation with significant financial or reputational risks to QIAGEN.
To simplify and streamline the implementation of the objectives derived from the
cyber security policy, we have created our Cyber Security Handbook for
Employees, which focuses on the day-to-day use by all employees for secure
and compliant use of standard applications, information handling and
communications. The handbook provides information on secure passwords,
restrictions on the use of information, services and devices provided by
QIAGEN, the use of mobile computing, communication and internet access,
cyber incident reporting, and other security considerations such as access to
work areas. Failure to comply with any provision of or referenced in the
handbook may result in disciplinary action, up to and including termination of
employment for employees or termination of contractual relationships for third
parties, contractors or consultants.
Our cyber security efforts are based on the ISO 27001:2022 standard and
incorporate the Information Security Forum “Standard of Good Practice for
Information Security.” Global cyber security and privacy requirements are
actively monitored for and discussed as part of our Cyber Security Council as
well as during Data Protection Committee meetings, both held multiple times a
year.
Actions
Compliance program
Our Compliance Program incorporates several key initiatives to ensure effective
implementation and adherence. These actions include training initiatives
designed to educate employees on compliance requirements and ethical
conduct. We monitor compliance risks through regular assessments and audits
to identify and mitigate potential issues proactively. Additionally, our program
includes thorough compliance investigations to address any reported or
suspected violations. More detailed descriptions of these actions can be found
further below.
Progress on the actions disclosed in prior periods is monitored through
documented training completion records, compliance risk assessments, audits,
investigations and incident reporting. The key actions described above are
ongoing and embedded in QIAGEN’s compliance framework. As such, they do
not have fixed completion dates but are implemented continuously, with regular
review through training cycles, risk assessments, audits, investigations and
monitoring activities. In 2025, these actions continued to be implemented as
planned, with no substantiated cases of corruption or bribery identified and no
material deficiencies detected that required escalation beyond established
compliance processes (2024: no substantiated cases). As no cases were noted
in 2025 QIAGEN did not pay any fines.
Protection of whistleblowers: QIAGEN integrity line
A functioning whistleblower system offers potential whistleblowers the
opportunity to report misconduct and thus make a difference. The QIAintegrity
Line is an independent, impartial and confidential system put into place for the
reporting of severe misconduct within our company and/or in our supply chain.
Our hotline for the good faith reporting of violations of the law or our
compliance policies are based on the applicable German Whistleblower Act
(Hinweisgeberschutzgesetz), the U.S. Sarbanes–Oxley Act, and the listing
standards of the NYSE.
We follow strict non-retaliation practices. Upon receipt of a report, we diligently
investigate the alleged misconduct and protect the anonymity of the
complainant to ensure protection from retaliation as well as to secure the
employment status of the complainant. We also offer a direct email and
telephone hotline for employees to communicate questions or make suggestions
for our Compliance Program. The protection from retaliation does not apply to
persons who report false information in bad faith. QIAGEN reserves the right to
hold such persons liable for any damage resulting from such false reporting.
Our whistleblower policy allows compliance- or audit-related complaints to be
collected from outside the organization and not limited to only reports by
employees.
The QIAintegrity Line is available for third parties including value chain
workers. We assess whether value chain workers are aware of and trust the
QIAintegrity Line through qualitative review of channel usage, case handling
and outcomes, including reports submitted by third parties, with insights
informing ongoing improvements to the process. Issues raised through the
channel are logged, tracked and monitored through defined case‑management
and investigation processes, with responsibilities assigned to Compliance and
Internal Audit. The effectiveness of the channel is reviewed qualitatively based
on its use, timely handling and follow‑up of reports, and insights from case
outcomes, which inform ongoing improvements to the whistleblowing process.
Details about the QIAintegrity hotline are outlined on the compliance intranet
pages and included in our whistle blower and the Code of Conduct. QIAGEN
employees are informed about reporting channels during their onboarding
process and through the Code of Conduct training.
If potential or actual violations are reported through the QIAintegrity Line, we
will take immediate action upon receipt of a report. The responsibility for
receiving and handling reports lies with the Head of Global Legal Affairs and
Compliance, the Senior Global Compliance Manager, and the Head of Internal
Audit, who qualify for this task due to their position, education and expertise.
Reported potential or actual violations and breaches will be forwarded to the
Audit Committee of the Supervisory Board. This escalation forms part of
QIAGEN’s established process to report material compliance‑related outcomes
to administrative, management and supervisory bodies through senior
management and the Audit Committee.
Investigation processes
Violation of anti-corruption laws such as the FCPA can have significant
consequences for QIAGEN and its employees who may be fined and
imprisoned because of criminal prosecution. Our global anti-corruption policy
gives us guidance to understand the requirements, risks and pitfalls of anti-
corruption laws to avoid any conflicts. Our anti-corruption policies can be found
on our Compliance webpage under Investor Relations.
The Legal and Compliance Department closely monitors the evolution of the law
to adapt our policies and training courses. No incidents of corruption and
bribery were detected internally or reported to us during 2025 (2024: No
incidents).
Any suspected or reported corruption allegations will be investigated by the
Head of Global Legal Affairs and Compliance and to the extent they are
accounting relevant, in cooperation with the Head of Internal Audit. The
investigation process is outlined as follows: Follow up can comprise any action
taken to assess the accuracy of the allegations made in the report and, where
relevant, to address the breach or risk reported, including, without limitation,
through actions such an inquiry, an investigation, a prosecution, an action for
recovery of funds, a referral of the Reporting Person and/or the matter to
another competent internal person (e.g., manager or Executive Committee
member) or function (e.g., Human Resources, Cyber Security, Internal Audit,
Data Protection, Audit Committee of the Supervisory Board) or public authority,
or the closure of the procedure.
Follow up will be guided by the principle of proportionality. Each case will be
examined individually to determine which consequences are suitable, necessary
and appropriate.
At the same time, the rights of the persons being subject of the report and the
other persons mentioned in the report will be respected, based on the principle
that no individual should be considered guilty without adequate proof.
The risk assessments are applied to the entire group. Beyond the risk
management and due diligence processes described above, QIAGEN has not
established separate or additional procedures specific to this requirement, and
no distinct plans to adopt such procedures are currently in place. When
evaluating the individual jurisdictions across each subsidiary, we generally
observe a higher corruption risk in developing countries as per the
Transparency International Corruption Perceptions Index. However, we have
not identified any significant risks related to corruption in any of our operations.
Compliance training courses 2025
Our employees' awareness of compliance is shaped by regular in-person, web-
based or virtual training courses held by in-house legal, compliance and
regulatory experts. For example we offer online courses to instruct and verify
knowledge of policies for anti-trust, bribery and corruption, conflicts of interest,
data protection, gifts and entertainment, harassment, insider trading, reporting.
Online training is provided to all employees in nine languages and supported
by multiple communication resources. Additional mandatory courses, including
courses related to risks linked with job function, are customized to the specific
area of responsibility. For example, anti-bribery is addressed at a high level in
the Code of Conduct training, which is mandatory for all new employees.
However, for certain higher-risk roles, such as sales, finance and procurement,
these employees are required to complete advanced training upon joining
QIAGEN and annually thereafter. The basic training courses are followed by
regular refresher courses, with reassessment varying in frequency from annually
up to every three years, depending on the course. The members of the
Executive Committee and the Supervisory Board are regularly updated on
matters of anti-corruption and anti-bribery but are not requested to complete the
standard e-learning courses.
Regarding the prevention of corruption and bribery, in 2025 QIAGEN offered
various training courses for its functions at risk which is defined "as
organizational functions whose roles and activities present an elevated
compliance risk due to their involvement in financial decision‑making,
commercial transactions, supplier interactions, or revenue-generating activities.
These functions include Finance, Procurement, and Sales. In 2025 over 96% of
individuals in roles defined as functions at risk completed these trainings. This is
an increase from our 2024 percentage of 1.9%, which is due to trainings
being assigned to only new-hires in 2024. Training coverage is calculated
based on completion records documented in QIAlearn, QIAGEN’s internal
learning management system. The metric assumes that training completion
recorded in QIAlearn reflects participation in the relevant training courses
during the reporting period. Limitations include reliance on accurate system
entries and the fact that completion data does not measure knowledge retention
or training effectiveness beyond participation.
Risk management and due diligence
Our third-party due diligence program follows a risk-based approach that
categorizes third-party intermediaries, such as distributors and agents based on
the applicable Transparency International Corruption Perceptions Index. Before
any QIAGEN company enters into a contract or business relationship with any
agent, reseller, distributor, consultant, or other representative, QIAGEN
requires that due diligence be conducted, and proper authorization be
obtained prior to commencing the relationship with the representative.
Our Third-Party due diligence program entails the following elements:
(1) pre-screening, anti-corruption questionnaire and certification for new
distributors, resellers and agents;
(2) annual risk assessment of selected third parties based on a calculated risk
score, which factors in location of business and Corruption Perceptions Index;
(3) training for third-party distributors;
(4) contractual obligation to comply with applicable laws (including anti-
corruption laws) and QIAGEN´s Code of Conduct and anti-corruption policy,
as well as compliance certification; and
(5) due diligence in the form of annual background checks of a random
selection of third parties, and ongoing monitoring.
QIAGEN engages third-party resources to investigate and conduct due
diligence (background checks) on a select sample of High Risk Distributors on
an annual basis. We further exercise a due diligence program on distributors
and agents with the support of external providers annually. This due diligence
program includes the contractual obligation by all third party intermediaries to
observe the related QIAGEN policies, trainings and background checks which
will be applied with a risk-based approach.
Increasing awareness for cyber security among employees
In addition to managing external risks through due diligence processes, we
prioritize the protection of its digital infrastructure and have built a culture of
cyber security awareness. We have implemented a annual, mandatory cyber
security awareness training program for all employees, the completion status of
which we monitor monthly. This program includes educational material on key
cyber threats relevant to our operations, ensuring that employees are aware of
potential risks and their role in mitigating them. Our online awareness training
aims to enable all employees to understand key security principles, relevant
regulations, and their role in protecting sensitive information. By educating
employees about data security, privacy requirements, cyber threats, and secure
data handling practices, e-learning directly supports compliance with regulatory
standards and internal protection protocols. This knowledge reinforces a culture
of responsibility and vigilance in data protection across the organization which
can potentially reduce the likelihood of security breaches. In 2025, 90% of our
global employees successfully completed the training (2024: 90%). Training
completion is measured based on documented completion records in QIAlearn,
QIAGEN’s internal learning management system. The methodology assumes
that successful completion, including the mandatory knowledge check, reflects
employee participation in the cyber security awareness training. The metric is
based on documented training completion records in QIAGEN’s internal
learning management system and includes a mandatory knowledge check as
part of the training. The methodology assumes that successful completion,
including the knowledge check, reflects employee participation and
understanding. Limitations remain, as the metric does not measure long‑term
knowledge retention or behavioral change.
We also conduct phishing simulations several times a year, which are carried
out at least once a month, to give all employees the opportunity to safely
interact with current phishing threats as seen from real threat actors. We offer
awareness webinars and workshops on important security topics, including
emerging phishing trends, as well as role-specific training. In addition, the
cyber security team regularly conducts incident response exercises to evaluate
the organization’s established procedures, including an analysis of each
applicable incident response phase.
Effectiveness is tracked through monthly monitoring of mandatory training
completion, evaluation of phishing simulation results, and reviews of incident
response exercises within established cyber security governance processes.
QIAGEN’s ambition is to maintain a high level of employee awareness of cyber
security risks across the organization. QIAGEN has set a target to maintain a
high level of employee cyber security awareness, measured through mandatory
training completion rates, with a threshold of more than 85%. The target is set
and reviewed through internal governance, taking into account regulatory
requirements and insights from employee participation in mandatory training,
phishing simulations and incident‑response exercises. Progress against the
cyber‑security awareness target is monitored through training‑completion
records in QIAGEN’s internal learning system and reviewed as part of
established cyber‑security governance. In 2025, completion reached 90%,
remaining above the defined threshold, with no significant deviations or
adverse trends identified Progress is assessed using training completion rates
and phishing simulation outcomes, measured annually with 2025 as the base
period.
QIAGEN recognizes cyber security as an ongoing and integral activity, with
continuous processes in place to identify, assess, and address cyber risks in
order to protect our information systems, data, and stakeholder interests.
Cooperation with international organizations
To facilitate information and knowledge exchange, QIAGEN has joined well-
known industry and governmental cyber security communities like the
Information Security Forum (ISF), Allianz für Cyber-Sicherheit and Health-ISAC.
The Cyber Security Team consists of professionals with varying industry
experience, education and security expertise. The team maintains a balanced
combination of managerial and technical skills to provide comprehensive
security capabilities. The cyber security employees are also part of our HR
development processes. The staff development is reviewed in line with other
standard processes.
We are monitoring our organization’s externally exposed assets and services
(Attack Surface Monitoring), as well as information exposure (Dark Web
Monitoring) to identify blind spots and potential weaknesses. For that, we use
professional solutions for monitoring which are managed by the Cyber Security
Team. Findings are analyzed and handled as part of our Security Operations
work. Our vulnerability management program covers our global networks,
digital workplaces and corporate cloud environments. We are working with
Council for Registered Ethical Security Testers (CREST) certified partners to
conduct regular, at least annual, security assessments of our global
infrastructure. We further engage with external partners as needed to utilize
their expertise for advanced security assessments. Cyber security risks are
considered in the context of our Enterprise Risk Management.
Actions disclosed in prior periods continued as planned in 2025 through
mandatory training, phishing simulations, and incident response exercises, with
no material cyber security incidents reported.
Cyber incident response plan
QIAGEN has a comprehensive Cyber Incident Response Plan as required by
law to support management of material cyber security incidents. Skilled cyber
security staff execute the plan, which includes regularly exercised response
processes for efficient and effective incident management. During the reporting
period, QIAGEN did not experience any material cyber security incidents
(according to the definition of the U.S. Securities and Exchange Commission).
ESRS disclosure requirements
The reference table presents the requirements of the ESRS. It indicates where you can find the specific ESRS disclosure requirement, as well as where we have used
incorporation by reference
Cross-cutting standards
Disclosure requirement
Section /
Report
Page
Additional Information
CSRD
Topic
Datapoints
ESRS 2 - General disclosures
BP-1
General basis for preparation of the sustainability statement
SUS
BP-2
Disclosures in relation to specific circumstances
SUS
GOV-1
20(a)
The role of the administrative, management and supervisory bodies
MR
Incorporation by Reference
GOV-1
20(b)
The role of the administrative, management and supervisory bodies
SUS
GOV-1
20(c)
The role of the administrative, management and supervisory bodies
SUS
GOV-1
21(a)
The role of the administrative, management and supervisory bodies
MR
Incorporation by Reference
GOV-1
21(b)
The role of the administrative, management and supervisory bodies
MR
Incorporation by Reference
GOV-1
21(c)
The role of the administrative, management and supervisory bodies
MR
Incorporation by Reference
GOV-1
21(d)
The role of the administrative, management and supervisory bodies
MR
Incorporation by Reference
GOV-1
21(e)
The role of the administrative, management and supervisory bodies
MR
Incorporation by Reference
GOV-1
22(a)
The role of the administrative, management and supervisory bodies
SUS
GOV-1
22(b)
The role of the administrative, management and supervisory bodies
SUS
GOV-1
22(c)
The role of the administrative, management and supervisory bodies
SUS
GOV-1
22(d)
The role of the administrative, management and supervisory bodies
SUS
GOV-1
23(a)
The role of the administrative, management and supervisory bodies
SUS
GOV-1
23(b)
The role of the administrative, management and supervisory bodies
SUS
GOV-2
Information provided to and sustainability matters addressed by the undertaking's administrative,
management and supervisory bodies
SUS
GOV-3
Integration of sustainability-related performance in incentive schemes
SUS
GOV-4
Statement on sustainability due diligence
SUS
GOV-5
Risk management and internal controls over sustainability reporting
SUS
SBM-1
40(a)-i
Strategy, business model and value chain
MR
Incorporation by Reference
SBM-1
40(a)-ii
Strategy, business model and value chain
Incorporation by Reference
SBM-1
40(a)-iii
Strategy, business model and value chain
SUS
SBM-1
40(a)-iv
Strategy, business model and value chain
—
—
Not applicable
SBM-1
40(b)
Strategy, business model and value chain
—
—
Not applicable
SBM-1
40(c)
Strategy, business model and value chain
—
—
Not applicable
SBM-1
40(d)
Strategy, business model and value chain
—
—
Not applicable
SBM-1
40(e)
Strategy, business model and value chain
SBM-1
40(f)
Strategy, business model and value chain
SBM-1
40(g)
Strategy, business model and value chain
SBM-1
41
Strategy, business model and value chain
—
—
Not applicable
SBM-1
42(a)
Strategy, business model and value chain
MR
Incorporation by Reference
SBM-1
42(b)
Strategy, business model and value chain
MR
Incorporation by Reference
SBM-1
42(c)
Strategy, business model and value chain
MR
Incorporation by Reference
SBM-2
45(a)
Interests and views of stakeholders
MR
Incorporation by Reference
SBM-2
45(b)
Interests and views of stakeholders
MR
Incorporation by Reference
SBM-2
45(c)
Interests and views of stakeholders
—
—
Not applicable
SBM-2
45(d)
Interests and views of stakeholders
SUS
SBM-3
Material impacts, risks and opportunities and their interaction with strategy and business model
SUS
IRO-1
Description of the process to identify and assess material impacts, risks and opportunities
SUS
IRO-2
Disclosure requirements in ESRS covered by the undertaking's Sustainability Statement
SUS
Environmental standards
Disclosure requirement
Section /
Report
Page
Additional Information
ESRS E1 - Climate change
ESRS 2, GOV-3
Integration of sustainability-related performance in incentive schemes
SUS
E1-1
Transition plan for climate change mitigation
SUS
ESRS 2, SBM-3
Material impacts, risks and opportunities, and their interaction with strategy and business model
SUS
ESRS 2, IRO-1
Description of the processes to identify and assess material climate-related impacts, risks and
opportunities
SUS
E1-2
Policies related to climate change mitigation and adaptation
SUS
E1-3
Actions and resources in relation to climate change policies
SUS
E1-4
Targets related to climate change mitigation and adaptation
SUS
E1-5
Energy consumption and mix
SUS
E1-6
Gross Scopes 1, 2, 3 and total GHG emissions
SUS
E1-7
GHG removals and GHG mitigation projects financed through carbon credits
—
—
Not applicable
E1-8
Internal carbon pricing
—
—
Not applicable
E1-9
Anticipated financial effects from material physical and transition risks and potential climate-related
opportunities
—
—
Phase-in
E2 - Pollution
Not material
E3 – Water and Marine Resources
Not material
E4 – Biodiversity and Ecosystems
Not material
ESRS E5 - Resource use and circular economy
ESRS 2, IRO-1
Description of the processes to identify and assess material resource use and circular economy-related
impacts, risks and opportunities
SUS
E5-1
Policies related to resource use and circular economy
SUS
E5-2
Actions and resources related to resource use and circular economy
SUS
Environmental standards
Disclosure requirement
Section /
Report
Page
Additional Information
ESRS E1 - Climate change
E5-3
Targets related to resource use and circular economy
SUS
E5-4
Resource inflows
SUS
E5-5
Resource outflows
SUS
E5-6
Anticipated financial effects from material resource use and circular economy-related risks and
opportunities
Phase-in
Social standards
Disclosure requirement
Section /
Report
Page
Additional Information
ESRS S1 - Own workforce
ESRS 2, SBM-2
Interests and views of stakeholders
SUS
ESRS 2, SBM-3
Material impacts, risks and opportunities, and their interaction with strategy and business model
SUS
S1-1
Policies related to own workforce
SUS
S1-2
Processes for engaging with own workers and workers' representatives about impacts
SUS
S1-3
Processes to remediate negative impacts and channels for own workers to raise concerns
SUS
S1-4
Taking action on material impacts on own workforce, and approaches to mitigating material risks and
pursuing material opportunities related to own workforce, and effectiveness of those actions
SUS
S1-5
Targets related to managing material negative impacts, advancing positive impacts, and managing
material risks and opportunities
SUS
S1-6
Characteristics of the undertaking's employees
SUS
S1-7
Characteristics of non-employee workers in the undertaking's own workforce
—
—
Phase-in
S1-8
Collective bargaining coverage and social dialogue
—
—
Not material
S1-9
Diversity metrics
SUS
S1-10
Adequate wages
Not material
S1-11
Social protection
—
—
Not material
S1-12
Persons with disabilities
—
—
Not material
Social standards
Disclosure requirement
Section /
Report
Page
Additional Information
ESRS S1 - Own workforce
S1-13
Training and skills development metrics
—
—
Phase-in
S1-14
Health and safety metrics
SUS
S1-15
Work-life balance metrics
SUS
—
Not applicable
S1-16
Compensation metrics (pay gap and total compensation)
SUS
178
S1-17
Incidents, complaints and severe human rights impacts
—
—
ESRS S2 - Workers in the value chain
ESRS 2, SBM-2
Interests and views of stakeholders
SUS
ESRS 2, SBM-3
Material impacts, risks and opportunities, and their interaction with strategy and business model
SUS
S2-1
Policies related to value chain workers
SUS
S2-2
Processes for engaging with value chain workers about impacts
SUS
S2-3
Processes to remediate negative impacts and channels for value chain workers to raise concerns
SUS
S2-4
Taking action on material impacts on value chain workers, and approaches to managing material risks
and pursuing material opportunities related to value chain workers, and effectiveness of those actions
SUS
S2-5
Targets related to managing material negative impacts, advancing positive impacts, and managing
material risks and opportunities
—
—
ESRS S3 - Affected communities
Not material
ESRS S4 - Consumers and end-users
ESRS 2, SBM-2
Interests and views of stakeholders
ESRS 2, SBM-3
Material impacts, risks and opportunities, and their interaction with strategy and business model
S4-1
Policies related to consumers and/or end-users
S4-2
Processes for engaging with consumers and end-users about impacts
S4-3
Processes to remediate negative impacts and channels for consumers and end-users to raise concerns
Social standards
Disclosure requirement
Section /
Report
Page
Additional Information
ESRS S1 - Own workforce
S4-4
Taking action on material impacts on consumers and end-users, and approaches to managing material
risks and pursuing material opportunities related to consumers and end-users, and effectiveness of those
actions
S4-5
Targets related to managing material negative impacts, advancing positive impacts, and managing
material risks and opportunities
Governance standards
Disclosure requirement
Section /
Report
Page
Additional Information
ESRS G1 - Business conduct
ESRS 2,
IRO-1
Description of the processes to identify and assess material impacts, risks and opportunities
SUS
G1-1
Business conduct policies and corporate culture
SUS
G1-2
Management of relationships with suppliers
—
—
Not material
G1-3
Prevention and detection of corruption and bribery
SUS
G1-4
Incidents of corruption or bribery
—
—
G1-5
Political influence and lobbying activities
—
—
Not material
G1-6
Payment practices
—
—
Not material
SUS  Sustainability Statements
MR    Management Report
REM Remuneration Report
ESRS 2
Datapoints that derive from other EU legislation
Disclosure
requirement
Data
point
Name of Data point
SFDR
reference
Pillar 3
reference
Benchmark
regulation
reference
EU Climate
Law
reference
Relevance
Page
ESRS 2 GOV-1
21 (d)
Board's gender diversity
x
x
ESRS 2 GOV-1
21 (e)
Percentage of board members who are independent
x
ESRS 2 GOV-4
30
Statement on due diligence
x
ESRS 2 SBM-1
40 (d) i
Involvement in activities related to fossil fuel activities
x
x
x
Not applicable
ESRS 2 SBM-1
40 (d) ii
Involvement in activities related to chemical production
x
x
Not applicable
ESRS 2 SBM-1
40 (d) iii
Involvement in activities related to controversial weapons
x
x
Not applicable
ESRS 2 SBM-1
40 (d) iv
Involvement in activities related to cultivation and production of
tobacco
x
Not applicable
ESRS E1-1
14
Transition plan to reach climate neutrality by 2050
x
ESRS E1-1
16 (g)
Undertakings excluded from Paris-aligned Benchmarks
x
x
Not applicable
ESRS E1-4
34
GHG emission reduction targets
x
x
x
ESRS E1-5
38
Energy consumption from fossil sources disaggregated by sources
(only high climate impact sectors)
x
ESRS E1-5
37
Energy consumption and mix
x
ESRS E1-5
40–43
Energy intensity associated with activities in high climate impact
sectors
x
ESRS E1-6
44
Gross Scope 1, 2, 3 and Total GHG emissions
x
x
x
ESRS E1-6
53-55
Gross GHG emissions intensity
x
x
x
ESRS E1-7
56
GHG removals and carbon credits
x
Not applicable
ESRS E1-9
66
Exposure of the benchmark portfolio to climate-related physical risks
x
Phase-in
ESRS E1-9
66 (a);
66 (c)
Disaggregation of monetary amounts by acute and chronic physical
risk; Location of significant assets at material physical risk
x
Phase-in
ESRS E1-9
67 (c)
Breakdown of the carrying value of its real estate assets by energy-
efficiency classes
x
Phase-in
ESRS E1-9
69
Degree of exposure of the portfolio to climate-related opportunities
x
Phase-in
Datapoints that derive from other EU legislation
Disclosure
requirement
Data
point
Name of Data point
SFDR
reference
Pillar 3
reference
Benchmark
regulation
reference
EU Climate
Law
reference
Relevance
Page
ESRS E2-4
28
Amount of each pollutant listed in Annex II of the E-PRTR Regulation
emitted to air, water and soil
x
Not material
ESRS E3-1
9
Water and marine resources
x
Not material
ESRS E3-1
13
Dedicated policy
x
Not material
ESRS E3-1
14
Sustainable oceans and seas
x
Not material
ESRS E3-4
28 (c)
Total water recycled and reused
x
Not material
ESRS E3-4
29
Total water consumption in m 3 per net revenue on own operations
x
Not material
ESRS 2- SBM 3 - E4 
16 (a) i
—
x
Not material
ESRS 2- SBM 3 - E4 
16 (b)
—
x
Not material
ESRS 2- SBM 3 - E4 
16 (c)
—
x
Not material
ESRS E4-2
24 (b)
Sustainable land/agriculture practices or policies
x
Not material
ESRS E4-2
24 (c)
Sustainable oceans/seas practices or policies
x
Not material
ESRS E4-2
24 (d)
Policies to address deforestation
x
Not material
ESRS E5-5
37 (d)
Non-recycled waste
x
ESRS E5-5
39
Hazardous waste and radioactive waste
x
ESRS 2- SBM3 - S1
14 (f)
Risk of incidents of forced labour
x
ESRS 2- SBM3 - S1
14 (g)
Risk of incidents of child labour
x
ESRS S1-1
20
Human rights policy commitments
x
ESRS S1-1
21
Due diligence policies on issues addressed by the fundamental
International Labor Organisation Conventions 1 to 8
x
ESRS S1-1
22
Processes and measures for preventing trafficking in human beings
x
ESRS S1-1
23
Workplace accident prevention policy or management system
x
ESRS S1-3
32 (c)
Grievance/complaints handling mechanisms
x
ESRS S1-14
88 (b)
and (c)
Number of fatalities and number and rate of work-related accidents
x
x
ESRS S1-14
88 (e)
Number of days lost to injuries, accidents, fatalities or illness
x
Datapoints that derive from other EU legislation
Disclosure
requirement
Data
point
Name of Data point
SFDR
reference
Pillar 3
reference
Benchmark
regulation
reference
EU Climate
Law
reference
Relevance
Page
ESRS S1-16
97 (a)
Unadjusted gender pay gap
x
x
ESRS S1-16
97 (b)
Excessive CEO pay ratio
x
ESRS S1-17
103 (a)
Incidents of discrimination
x
ESRS S1-17
104 (a)
Non-respect of UNGPs on Business and Human Rights and OECD
x
x
ESRS 2- SBM3 - S2
11 (b)
Significant risk of child labour or forced labour in the value chain
x
ESRS S2-1
17
Human rights policy commitments
x
ESRS S2-1
18
Policies related to value chain workers
x
ESRS S2-1
19
Non-respect of UNGPs on Business and Human Rights principles
and OECD guidelines
x
x
ESRS S2-1
19
Due diligence policies on issues addressed by the fundamental
International Labor Organisation Conventions 1 to 8
x
ESRS S2-4
36
Human rights issues and incidents connected to its upstream and
downstream value chain
x
ESRS S3-1
16
Human rights policy commitments
x
Not material
ESRS S3-1
17
Non-respect of UNGPs on Business and Human Rights, ILO
principles or and OECD guidelines
x
x
Not material
ESRS S3-4
36
Human rights issues and incidents
x
Not material
ESRS S4-1
16
Policies related to consumers and end-users
x
ESRS S4-1
17
Non-respect of UNGPs on Business and Human Rights and OECD
guidelines
x
x
ESRS S4-4
35
Human rights issues and incidents
x
ESRS G1-1
§10 (b)
United Nations Convention against Corruption
x
ESRS G1-1
§10 (d)
Protection of whistle-blowers
x
ESRS G1-4
§24 (a)
Fines for violation of anti-corruption and anti-bribery laws
x
x
ESRS G1-4
§24 (b)
Standards of anti-corruption and anti-bribery
x
Other Information
Independent auditor’s report
To: the shareholders and Supervisory Board of QIAGEN N.V.
Report on the audit of the financial statements 2025 included in the IFRS annual report
Our opinion
We have audited the accompanying financial statements 2025 of QIAGEN N.V. based in Venlo, the Netherlands.
The financial statements comprise the consolidated financial statements and the company financial statements.
In our opinion:
• The consolidated financial statements give a true and fair view of the financial position of QIAGEN N.V. as at 31
December 2025 and of its result and its cash flows for 2025 in accordance with International Financial Reporting
Standards as adopted in the European Union (EU-IFRSs) and with Part 9 of Book 2 of the Dutch Civil Code
• The company financial statements give a true and fair view of the financial position of QIAGEN N.V. as at 31
December 2025 and of its result for 2025 in accordance with Part 9 of Book 2 of the Dutch Civil Code
The consolidated financial statements comprise:
• The consolidated balance sheets as at 31 December 2025
• The following statements for 2025: the consolidated income statements, the statements of comprehensive income,
changes in equity and cash flows
• The notes comprising material accounting policy information and other explanatory information
The company financial statements comprise:
• The company balance sheets as at 31 December 2025
• The company income statements for 2025
• The notes comprising a summary of the accounting policies and other explanatory information
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities
under those standards are further described in the Our responsibilities for the audit of the financial statements section of our
report.
We are independent of QIAGEN N.V. in accordance with the EU Regulation on specific requirements regarding statutory
audit of public-interest entities, the Wet toezicht accountantsorganisaties (Wta, Audit firms supervision act), the
Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics for Professional
Accountants, a regulation with respect to independence) and other relevant independence regulations in the Netherlands.
Furthermore, we have complied with the Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics
for Professional Accountants).
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Information in support of our opinion
We designed our audit procedures in the context of our audit of the financial statements as a whole and in forming our
opinion thereon. The following information in support of our opinion and any findings were addressed in this context, and
we do not provide a separate opinion or conclusion on these matters.
Our understanding of the business
QIAGEN N.V. (the company, and, together with its consolidated subsidiaries, “the group”) is operating in the
biotechnology sector, focused on providing sample and assay technologies for molecular diagnostics, academic and
pharmaceutical research. We paid specific attention in our audit to a number of areas driven by the operations of the
group and our risk assessment.
We determined materiality and identified and assessed the risks of material misstatement of the financial statements,
whether due to fraud or error in order to design audit procedures responsive to those risks and to obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion.
Materiality
Materiality
USD 25 million
Benchmark
applied
Approximately 5% of pretax income
Explanation
We determined materiality based on our understanding of the company’s business and our perception
of the financial information needs of users of the financial statements.
We believe the earnings-based measure of pretax income, for a listed, mature and profit-orientated
company, is a key indicator of the performance of the company.
We have also taken into account misstatements and/or possible misstatements that in our opinion are material for the users
of the financial statements for qualitative reasons.
We agreed with the Supervisory Board that misstatements in excess of USD 1.25 million, which are identified during the
audit, would be reported to them, as well as smaller misstatements that in our view must be reported on qualitative
grounds.
Scope of the group audit
QIAGEN N.V. is at the head of a group of entities. The financial information of this group is included in the financial
statements.
We are responsible for planning and performing the group audit to obtain sufficient appropriate audit evidence regarding
the financial information of the entities or business units within the group as a basis for forming an opinion on the financial
statements. We are also responsible for the direction, supervision, review and evaluation of the audit work performed for
purposes of the group audit. We bear the full responsibility for the auditor’s report.
Based on our understanding of the group and its environment, the applicable financial framework and the group’s system
of internal control, we identified and assessed risks of material misstatement of the financial statements and the significant
accounts and disclosures. Based on this risk assessment, we determined the nature, timing and extent of audit work
performed, including the entities or business units within the group (components) at which to perform audit work. For this
determination we considered the nature of the relevant events and conditions underlying the identified risks of material
misstatements for the financial statements, the association of these risks to components and the materiality or financial size
of the components relative to the group. We have worked closely together with our regional component team EY Germany,
in performing audit work in respect of our audit approach including group risk asssessment; and in directing, supervising,
reviewing and/or coordinating the work. We communicated the audit work to be performed and identified risks through
instructions for the regional component team EY Germany as well as requesting the regional component team EY Germany
to communicate matters related to the financial information of the component that is relevant to identifying and assessing
risks.
This resulted in a coverage of 75% of the pretax income, 77% of revenue and 67% of total assets. For other components,
we performed specified audit procedures and analytical procedures to corroborate that our risk assessment and scoping
remained appropriate throughout the audit.
We reviewed and evaluated the adequacy of the deliverables from the regional component team EY Germany and
reviewed key working papers of the regional component team EY Germany to address the risks of material misstatement. In
addition, we performed site visits to main locations of QIAGEN N.V. to meet with local management and the Managing
Board and observe the Company’s operations. To further strengthen our involvement in the work performed by the regional
component team EY Germany, we held joint planning and other key meetings required based on circumstances with EY
Germany. During these meetings and calls, amongst others, the planning, group risk assessment, risks of material
misstatement, procedures performed based on risk assessments, findings and observations were discussed and any further
work deemed necessary was then performed.
By performing the audit work mentioned above at the entities or business units within the group, together with additional
work at group level, we have been able to obtain sufficient and appropriate audit evidence about the group’s financial
information to provide an opinion on the financial statements.
Teaming and use of specialists
We ensured that the audit teams both at group and at component levels included the appropriate skills and competences
which are needed for the audit of a listed client in the biotechnology industry. We included specialists in the areas of
valuation IT audit, forensics, income tax and transfer pricing.
Our focus on climate-related risks and the energy transition
Climate change and the energy transition are high on the public agenda. Issues such as CO2 reduction impact financial
reporting, as these issues entail risks for the business operation, the valuation of assets and provisions or the sustainability
of the business model and access to financial markets of companies with a larger CO2 footprint.
The Managing Board reported in the section Sustainability Statement of the management report how the company is
addressing climate-related and environmental risks.
As part of our audit of the financial statements, we evaluated the extent to which climate-related risks and the effects of the
energy transition are taken into account in estimates and significant assumptions as well as in the design of relevant
internal control measures. Furthermore, we read the management report and considered whether there is any material
inconsistency between the non-financial information in section Sustainability Statement and the financial statements.
Based on the audit procedures performed, we do not deem climate-related risks to have a material impact on the financial
reporting judgements, estimates or significant assumptions as at 31 December 2025.
Our focus on fraud and non-compliance with laws and regulations
Our responsibility
Although we are not responsible for preventing fraud or non-compliance and we cannot be expected to detect non-
compliance with all laws and regulations, it is our responsibility to obtain reasonable assurance that the financial
statements, taken as a whole, are free from material misstatement, whether caused by fraud or error. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Our audit response related to fraud risks
We identified and assessed the risks of material misstatements of the financial statements due to fraud. During our audit we
obtained an understanding of the company and its environment and the components of the system of internal control,
including the risk assessment process and Managing Board’s process for responding to the risks of fraud and monitoring
the system of internal control and how the Supervisory Board exercises oversight, as well as the outcomes.
We refer to section Risk Management of the management report for the Managing Board’s risk assessment after
consideration of potential fraud risks and section Audit Committee of the Supervisory Board report in which the Supervisory
Board reflects on this risk assessment.
We evaluated the design and relevant aspects of the system of internal control and in particular the fraud risk assessment,
as well as the code of conduct, whistle blower procedures and incident registration. We evaluated the design and the
implementation and, where considered appropriate, tested the operating effectiveness, of internal controls designed to
mitigate fraud risks.
As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to financial reporting fraud,
misappropriation of assets and bribery and corruption in close co-operation with our forensic specialists. We evaluated
whether these factors indicate that a risk of material misstatement due to fraud is present.
We incorporated elements of unpredictability in our audit. We also considered the outcome of our other audit procedures
and evaluated whether any findings were indicative of fraud or non-compliance.
We addressed the risks related to management override of controls, as this risk is present in all organizations. For these
risks we have, among other things, performed procedures to evaluate whether the selection and application of accounting
policies by the company, particularly those relating to subjective measurements and complex transactions, as disclosed in
Note 3 paragraph Significant accounting estimates and judgements to the financial statements, may be indicative to
fraudulent financial reporting. We have also used data analysis to identify and address high-risk journal entries and other
adjustments made in the financial reporting process. We evaluated the business rationale (or the lack thereof) of significant
extraordinary transactions, including those with related parties.
When identifying and assessing fraud risks we presumed that there are risks of fraud in revenue recognition. We identified
a specific presumed fraud risk related to improper recognition of revenue due to unauthorized manual journal entries
outside the scope of regular automated sales transactions. We designed and performed our audit procedures relating to
revenue recognition responsive to this presumed fraud risk. Amongst others, we tested preventive controls related to manual
journal entries and we used data-analytics tools to perform the substantive audit procedures for revenues and receivables.
In addition, we selected a representative sample over all manual journal entries to revenues from a consolidated population
of journal entries using a lower testing threshold.
We considered available information and made enquiries of relevant executives, directors, internal audit, legal,
compliance, regional directors and the Supervisory Board.
The fraud risks we identified, enquiries and other available information did not lead to specific indications for fraud or
suspected fraud potentially materially impacting the view of the financial statements.
Our audit response related to risks of non-compliance with laws and regulations
We performed appropriate audit procedures regarding compliance with the provisions of those laws and regulations that
have a direct effect on the determination of material amounts and disclosures in the financial statements. Furthermore, we
assessed factors related to the risks of non-compliance with laws and regulations that could reasonably be expected to
have a material effect on the financial statements from our general industry experience, through discussions with the
Managing Board, reading minutes, inspection of internal audit and compliance reports, and performing substantive tests of
details of classes of transactions, account balances or disclosures.
We also inspected lawyers’ letters and correspondence with regulatory authorities and remained alert to any indication of
(suspected) non-compliance throughout the audit. In case of potential non-compliance with laws and regulations that may
have a material effect on the financial statements, we assessed whether the company has an adequate process in place to
evaluate the impact of non-compliance for its activities and financial reporting and, where relevant, whether the company
implemented remediation plans. Finally, we obtained written representations that all known instances of non-compliance
with laws and regulations have been disclosed to us.
Our audit response related to going concern
As disclosed in section Basis of Presentation and Statement of Compliance in Note 1 to the financial statements, the
financial statements have been prepared on a going concern basis. When preparing the financial statements, the
Managing Board made a specific assessment of the company’s ability to continue as a going concern and to continue its
operations for the foreseeable future.
We discussed and evaluated the specific assessment with the Managing Board exercising professional judgment and
maintaining professional skepticism.
We considered whether the Managing Board’s going concern assessment, based on our knowledge and understanding
obtained through our audit of the financial statements or otherwise, contains all relevant events or conditions that may cast
significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion.
Based on our procedures performed, we did not identify material uncertainties about going concern or the Managing
Board’s use of the going concern basis of accounting. Our conclusions are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or conditions may cause a company to cease to continue as a going
concern.
Our key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements. We have communicated the key audit matters to the Supervisory Board. The key audit matters are not
a comprehensive reflection of all matters discussed.
Uncertain Tax positions
Risk
As discussed in Note 17 to the consolidated financial statements, the Company operates in
numerous countries with different local tax legislative frameworks and requirements. As a result,
the Company is subject to examination by taxing authorities throughout the world.
The Company uses significant judgment in determining whether a tax position’s technical merits
are more likely than not to be sustained upon examination and measuring the amount of
uncertain tax positions that quality for recognition.
As of 31 December 2025, the Company recorded uncertain tax positions of $143.6 million.
We identified the assessment of uncertain tax positions as a key audit matter.
Auditing the Company’s estimate of the amount of uncertain tax positions that qualify for
recognition was complex because the estimate requires a high degree of judgement and is
based on interpretations of tax laws and rulings by taxing authorities.
Our audit approach
As part of our audit procedures, we evaluated the appropriateness of the Company’s tax
positions in accordance with IAS 12 Income taxes. We obtained an understanding, evaluated
the control design and tested the operating effectiveness of the Company’s controls related to
accounting for uncertain tax positions. This includes controls related to the Company’s
assessment of the technical merits of tax positions and the managing board’s process to
measure the uncertain tax positions.
We involved our tax specialist, including transfer pricing specialists, to assess the Managing
Board’s methodology in accordance with IAS 12 Income Taxes and to assess the technical
merits of the Company’s tax positions. We assessed the completeness and clerical accuracy of
underlying data used by the Company in its analysis. Further, we assessed the adequacy of the
Company’s uncertain tax positions in comparison to the Managing Board’s representations
regarding the most recent discussion and correspondence with the respective tax authority in
respect of the Company’s tax positions. We evaluated the consistency of the Company's
estimates and judgments in determining its uncertain tax positions against relevant tax laws,
applicable tax case law, previous tax audit outcomes and other relevant information. We
inspected the Company’s legal composition to identify and assess changes in operating
structures and financing arrangements, and we inspected a selection of intercompany operating
and financing activities between group entities to assess the sustainability of tax positions based
on their technical merits and the probabilities of possible settlement alternatives.
We evaluated the adequacy of the Company’s disclosures in relation to these matters.
Key observations
We did not identify any material misstatement in the uncertain tax positions accounted for
within the financial statements.
Valuation of intangible assets from the acquisition of Parse Biosciences
Risk
As described in Note 5 to the consolidated financial statements, the Company acquired Parse
Biosciences, Inc. (Parse) for consideration of $229.1million during the year ended 31 December
2025. The Company accounted for this acquisition as a business combination in accordance with IFRS
3 'Business Combinations’ and recognized intangible assets including developed technology of $60.7
million and customer base of $38.1 million.
The valuation of these intangible assets involved the use of significant assumptions by the Managing
Board including revenue projections, remaining useful life and discount rates. These significant
assumptions were forward-looking and could be affected by future economic and market conditions.
Auditing the valuation of these intangible assets was complex due to the significant estimation
uncertainty, primarily due to the sensitivity of assumptions regarding future performance of the acquired
business and due to the limited historical data on which to base these assumptions.
Our  audit
Approach
As part of our audit procedures, we evaluated the appropriateness of the company’s accounting
policies, in particular relating to purchase price allocation, in accordance with IFRS 3 Business
Combinations and whether the determination of fair value of identifiable assets acquired and liabilities
assumed are consistent with the requirements of IFRS 13 Fair Value Measurement and industry
practice. We obtained an understanding, evaluated the design and tested the operating effectiveness
of the Company's controls over the accounting for the Parse acquisition. This included testing controls
over the identification and valuation of acquired intangible assets.
To audit the company’s valuation of the intangible assets acquired, among other procedures, we read
the underlying purchase agreement and involved our valuation specialists to assist us in evaluating the
Company's valuation methodology and assessing the reasonableness of certain significant
assumptions. With the support of our valuation specialists, we developed a range of independent
estimates for the discount rates and compared those to the discount rates selected by the Managing
Board. We compared the revenue projections used for current industry and market trends and to the
historical results of the acquired business. We further assessed the assumed remaining useful life of the
developed technology by comparison to those of other similar technologies in the industry. We also
performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the
acquired intangible assets that would result from changes in these assumptions.
We evaluated the adequacy of the Company’s disclosures in relation to these matters.
Key
observations
We did not identify any material misstatement in the valuation of intangible assets acquired in business
combinations reported within the financial statements.
Report on other information included in the IFRS annual report
The IFRS annual report contains other information in addition to the financial statements and our auditor’s report thereon.
Based on the following procedures performed, we conclude that the other information:
• Is consistent with the financial statements and does not contain material misstatements
• Contains the information as required by Part 9 of Book 2 of the Dutch Civil Code for the management report and the
other information as required by Part 9 of Book 2 of the Dutch Civil Code and as required by Sections 2:135b and
2:145 sub‑section 2 of the Dutch Civil Code for the remuneration report.
We have read the other information. Based on our knowledge and understanding obtained through our audit of the
financial statements or otherwise, we have considered whether the other information contains material misstatements. By
performing these procedures, we comply with the requirements of Part 9 of Book 2 and Section 2:135b sub-Section 7 of
the Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is substantially less than the
scope of those performed in our audit of the financial statements.
The Managing Board is responsible for the preparation of the other information, including the Management Report in
accordance with Part 9 of Book 2 of the Dutch Civil Code and other information required by Part 9 of Book 2 of the Dutch
Civil Code. The Managing Board and the Supervisory Board are responsible for ensuring that the remuneration report is
drawn up and published in accordance with Sections 2:135b and 2:145 sub‑section 2 of the Dutch Civil Code.
Description of responsibilities regarding the financial statements
Responsibilities of the Managing Board and the Supervisory Board for the financial statements
The Managing Board is responsible for the preparation and fair presentation of the financial statements in accordance with
EU-IFRSs and Part 9 of Book 2 of the Dutch Civil Code. Furthermore, the Managing Board is responsible for such internal
control as the Managing Board determines is necessary to enable the preparation of the financial statements that are free
from material misstatement, whether due to fraud or error.
As part of the preparation of the financial statements, the Managing Board is responsible for assessing the company’s
ability to continue as a going concern. Based on the financial reporting framework mentioned, the Managing Board should
prepare the financial statements using the going concern basis of accounting unless the Managing Board either intends to
liquidate the company or to cease operations or has no realistic alternative but to do so. The Managing Board should
disclose events and circumstances that may cast significant doubt on the company’s ability to continue as a going concern
in the financial statements.
The Supervisory Board is responsible for overseeing the company’s financial reporting process.
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit engagement in a manner that allows us to obtain sufficient and appropriate
audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, which means we may not detect all
material misstatements, whether due to fraud or error during our audit.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. The
materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified
misstatements on our opinion.
We have exercised professional judgment and have maintained professional skepticism throughout the audit, in
accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. The Information in
support of our opinion section above includes an informative summary of our responsibilities and the work performed as
the basis for our opinion.
Our audit further included among others:
• Performing audit procedures responsive to the risks identified, and obtaining audit evidence that is sufficient and
appropriate to provide a basis for our opinion
• Obtaining an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s
internal control
• Evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the Managing Board
• Evaluating the overall presentation, structure and content of the financial statements, including the disclosures
• Evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves
fair presentation
Communication
We communicate with the Supervisory Board regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant findings in internal control that we identify during our audit.
In this respect we also submit an additional report to the audit committee of the Supervisory Board in accordance with
Article 11 of the EU Regulation on specific requirements regarding statutory audit of public-interest entities. The information
included in this additional report is consistent with our audit opinion in this auditor’s report.
We provide the Supervisory Board with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear
on our independence, and where applicable, related safeguards.
From the matters communicated with the Supervisory Board, we determine the key audit matters: those matters that were of
most significance in the audit of the financial statements. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, not communicating the
matter is in the public interest.
Report on other legal and regulatory requirements and ESEF
Engagement
We were engaged by the general meeting as auditor of QIAGEN N.V. on 21 June 2024, as of the audit for the year
2025.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation on specific
requirements regarding statutory audit of public-interest entities.
European Single Electronic Reporting Format (ESEF)
QIAGEN N.V. has prepared the IFRS annual report in ESEF. The requirements for this are set out in the Delegated
Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a single electronic
reporting format (hereinafter: the RTS on ESEF).
In our opinion the IFRS annual report prepared in the XHTML format, including the (partially) marked-up consolidated
financial statements as included in the reporting package by QIAGEN N.V., complies in all material respects with the RTS
on ESEF.
The Managing Board is responsible for preparing the IFRS annual report, including the financial statements, in accordance
with the RTS on ESEF, whereby the Managing Board combines the various components into a single reporting package.
Our responsibility is to obtain reasonable assurance for our opinion whether the IFRS annual report in this reporting
package complies with the RTS on ESEF.
We performed our examination in accordance with Dutch law, including Dutch Standard 3950N, ”Assurance-opdrachten
inzake het voldoen aan de criteria voor het opstellen van een digitaal verantwoordingsdocument” (assurance engagements
relating to compliance with criteria for digital reporting). Our examination included amongst others:
• Obtaining an understanding of the entity’s financial reporting process, including the preparation of the reporting
package
• Identifying and assessing the risks that the IFRS annual report does not comply in all material respects with the RTS on
ESEF and designing and performing further assurance procedures responsive to those risks to provide a basis for our
opinion, including:
– Obtaining the reporting package and performing validations to determine whether the reporting package containing
the Inline XBRL instance document and the XBRL extension taxonomy files, has been prepared in accordance with the
technical specifications as included in the RTS on ESEF
– Examining the information related to the consolidated financial statements in the reporting package to determine
whether all required mark-ups have been applied and whether these are in accordance with the RTS on ESEF.
Eindhoven, 30 April 2026
EY Accountants B.V.
signed by Nout van Es
Limited assurance report of the independent auditor on the sustainability statement
To: the Shareholders and Supervisory Board of QIAGEN N.V.
Our conclusion
We have performed a limited assurance engagement on the consolidated sustainability statement for 2025 of QIAGEN
N.V. based in Venlo, the Netherlands (hereinafter: the company) in section Sustainability Statement of the accompanying
Management Report including the information incorporated in the sustainability statement by reference (hereinafter: the
sustainability statement).
Based on our procedures performed and the evidence obtained, nothing has come to our attention that causes us to believe
that the sustainability statement is not, in all material respects:
• prepared in accordance with the European Sustainability Reporting Standards (ESRS) as adopted by the European
Commission and compliant with the double materiality assessment process carried out by the company to identify the
information reported pursuant to the ESRS; and
• compliant with the reporting requirements provided for in Article 8 of Regulation (EU) 2020/852 (Taxonomy
Regulation).
Our conclusion has been formed on the basis of the matters outlined in this limited assurance report.
Basis for our conclusion
We have performed our limited assurance engagement on the sustainability statement in accordance with Dutch law,
including Dutch Standard 3810N, “Assurance-opdrachten inzake duurzaamheidsverslaggeving” (Assurance engagements
relating to sustainability reporting), which is a specified Dutch standard that is based on the International Standard on
Assurance Engagements (ISAE) 3000 (Revised), “Assurance engagements other than audits or reviews of historical
financial information”.
Our assurance engagement was aimed to obtain a limited level of assurance that the sustainability statement is free from
material misstatements. The procedures vary in nature and timing from, and are less in extent, than for a reasonable
assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially
lower than the assurance that would have been obtained had a reasonable assurance engagement been performed.
Our responsibilities in this regard are further described in the section ‘Our responsibilities for the limited assurance
engagement on the sustainability statement’ of our report.
We are independent of QIAGEN N.V. in accordance with the Verordening inzake de onafhankelijkheid van accountants
bij assurance-opdrachten (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence)
and other relevant independence regulations in the Netherlands. This includes that we do not perform any activities that
could result in a conflict of interest with our independent assurance engagement and we are not involved in the preparation
of the sustainability statement, as doing so may compromise our independence. Furthermore, we have complied with the
Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics for Professional Accountants). The ViO
and VGBA are at least as demanding as the International code of ethics for professional accountants (including
International independence standards) of the International Ethics Standards Board for Accountants (the IESBA Code) as
relevant to limited assurance engagements on sustainability statements of public interest entities in the European Union.
We believe that the assurance evidence we have obtained is sufficient and appropriate to provide a basis for our
conclusion.
Inherent limitations associated with measurement or evaluation of sustainability information
Significant uncertainties affecting the quantitative metrics and monetary amounts
Section Sources of estimation and outcome uncertainty in the sustainability statement identifies the quantitative metrics and
monetary amounts that are subject to a high level of measurement uncertainty and discloses information about the sources
of measurement uncertainty and the assumptions, approximations and judgements the company has made in measuring
these in compliance with the ESRS.
Comparability may be limited for entity-specific sustainability information
The company provides additional entity-specific sustainability information in Sections Resource use and Circular economy,
Own workforce, Consumers and end-users and Business conduct. The comparability of entity-specific sustainability
information between entities and over time may be affected by the absence of a uniform practice or availability of external
information sources to measure or evaluate this information that can support comparability. This allows for the application
of different, but acceptable, measurement techniques.
Inherent limitations of a double materiality assessment process
The sustainability statement may not include every impact, risk and opportunity or additional entity-specific disclosure that
each individual stakeholder (group) may consider important in its own particular assessment.
Inherent limitations of forward-looking information
In reporting forward-looking information in accordance with the ESRS, the Managing Board describes the underlying
assumptions and methods of producing the information, as well as other factors that provide evidence that it reflects the
actual plans or decisions made by the company (actions). Forward-looking information relates to events and actions that
have not yet occurred and may never occur. The actual outcome is likely to be different since anticipated events frequently
do not occur as expected.
Responsibilities of the Managing Board and the Supervisory Board for the sustainability statement
The Managing Board is responsible for the preparation of the sustainability statement in accordance with the ESRS,
including the double materiality assessment process carried out by the company as the basis for the sustainability statement
and disclosure of material impacts, risks and opportunities in accordance with the ESRS. As part of the preparation of the
sustainability statement, the Managing Board is responsible for compliance with the reporting requirements provided for in
Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation).
The Managing Board is also responsible for selecting and applying additional entity-specific disclosures to enable users to
understand the company’s sustainability-related impacts, risks or opportunities and for determining that these additional
entity-specific disclosures are suitable in the circumstances and in accordance with the ESRS.
Furthermore, the Managing Board is responsible for such internal control as it determines is necessary to enable the
preparation of the sustainability statement that is free from material misstatement, whether due to fraud or error.
The Supervisory Board is responsible for overseeing the sustainability reporting process including the double materiality
assessment process carried out by the company.
Our responsibilities for the limited assurance engagement on the sustainability statement
Our responsibility is to plan and perform the limited assurance engagement in a manner that allows us to obtain sufficient
and appropriate assurance evidence for our conclusion.
We apply the applicable quality management requirements pursuant to the Nadere voorschriften kwaliteitsmanagement
(NVKM, regulations for quality management) and the International Standard on Quality Management (ISQM) 1, and
accordingly maintain a comprehensive system of quality management including documented policies and procedures
regarding compliance with ethical requirements, professional standards and other relevant legal and regulatory
requirements.
Our limited assurance engagement included amongst others:
• Performing inquiries and an analysis of the external environment and obtaining an understanding of relevant
sustainability themes and issues, the characteristics of the company, its activities and the value chain and its key
intangible resources in order to assess the double materiality assessment process carried out by the company as the
basis for the sustainability statement and disclosure of all material sustainability-related impacts, risks and opportunities
in accordance with the ESRS
• Obtaining through inquiries a general understanding of the internal control environment, the company’s processes for
gathering and reporting entity-related and value chain information, the information systems and the company’s risk
assessment process relevant to the preparation of the sustainability statement and for identifying the company’s activities,
determining eligible and aligned economic activities and prepare the disclosures provided for in Article 8 of Regulation
(EU) 2020/852 (Taxonomy Regulation), without obtaining assurance information about the implementation or testing the
operating effectiveness of controls
• Assessing the double materiality assessment process carried out by the company and identifying and assessing areas of
the sustainability statement, including the disclosures provided for in Article 8 of Regulation (EU) 2020/852 (Taxonomy
Regulation), where misleading or unbalanced information or material misstatements, whether due to fraud or error, are
likely to arise (‘selected disclosures’). Designing and performing further assurance procedures aimed at assessing that
the sustainability statement is free from material misstatements responsive to this risk analysis
• Considering whether the description of the double materiality assessment process in the sustainability statement made by
the Managing Board appears consistent with the process carried out by the company
• Determining the nature and extent of the procedures to be performed for the group components and locations. For this,
the nature, extent and/or risk profile of these components are decisive
• Performing analytical review procedures on quantitative information in the sustainability statement, including
consideration of data and trends
• Assessing whether the company’s methods for developing estimates are appropriate and have been consistently applied
for selected disclosures. We considered data and trends, however our procedures did not include testing the data on
which the estimates are based or separately developing our own estimates against which to evaluate the Managing
Board’s estimates
• Analyzing, on a limited sample basis, relevant internal and external documentation available to the company (including
publicly available information or information from actors throughout its value chain) for selected disclosures
• Reading the other information in the annual report to identify material inconsistencies, if any, with the sustainability
statement
• Considering whether the disclosures provided to address the reporting requirements provided for in Article 8 of
Regulation (EU) 2020/852 (Taxonomy Regulation) for each of the environmental objectives, reconcile with the
underlying records of the company and are consistent or coherent with the sustainability statement, appear reasonable,
in particular whether the eligible economic activities meet the cumulative conditions to qualify as aligned and whether
the technical screening criteria are met, and whether the key performance indicators disclosures have been defined and
calculated in accordance with the Taxonomy delegated acts, and comply with the reporting requirements provided for in
Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation), including the format in which the activities are presented
• Considering the overall presentation, structure and fundamental qualitative characteristics of information (relevance and
faithful representation: complete, neutral and accurate) reported in the sustainability statement, including the reporting
requirements provided for in Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation)
• Considering, based on our limited assurance procedures and evaluation of the evidence obtained, whether the
sustainability statement as a whole, is free from material misstatements and prepared in accordance with the ESRS
Communication
We communicate with the Supervisory Board regarding, among other matters, the planned scope and timing of the
assurance engagement and significant findings that we identify during our assurance engagement.
Amsterdam, 30 April 2026
EY Accountants B.V.
signed by Jan Niewold
Provisions in the Articles of Association Governing the Appropriation of Net Income
According to Article 40 till 42 of the Articles of Association, the allocation of net income will be as follows. Subject to certain exceptions, dividends may only be paid
out of profits as shown in our annual report as adopted by the General Meeting of Shareholders. Distributions may not be made if the distribution would reduce the
shareholders’ equity below the sum of the paid-up capital and any reserves required by Dutch Law or the Articles.
Out of profits, dividends must first be paid on any outstanding Preference Shares (the “Preference Share Dividend”) in a percentage (the “Preference Share Dividend
Percentage”) of the obligatory amount (call) paid up on such shares at the beginning of the fiscal year in respect of which the distribution is made. The Preference
Share Dividend Percentage is equal to the Average Main Refinancing Rates during the financial year for which the distribution is made. Average Main Refinancing
Rate shall be made understood to mean the average value on each individual day during the financial year for which the distribution is made of the Main Refinancing
Rates prevailing on such day. Main Refinancing Rate shall be understood to mean the rate of the Main Refinancing Operation as determined and published from time
to time by the European Central Bank. If and to the extent that profits are not sufficient to pay the Preference Share Dividend in full, the deficit shall be paid out of the
reserves, with the exception of any reserve, which was formed as share premium reserve upon the issue of Financing Preference Shares. If in any fiscal year the profit
is not sufficient to make the distributions referred to above and if no distribution or only a partial distribution is made from the reserves referred to above, such that the
deficit is not fully made good no further distributions will be made as described below until the deficit has been made good.
Out of profits remaining after payment of any dividends on Preference Shares such amounts shall be kept in reserve as determined by the Supervisory Board. Out of
any remaining profits not allocated to reserve, a dividend shall be paid on the Financing Preference Shares in a percentage over the par value, increased by the
amount of share premium that was paid upon the first issue of Financing Preference Shares, which percentage is related to the average effective yield on the prime
interest rate on corporate loans in the United States as quoted in the Wall Street Journal. If and to the extent that the profits are not sufficient to pay the Financing
Preference Share Dividend in full, the deficit may be paid out of the reserves if the Managing Board so decides with the approval of the Supervisory Board, with the
exception of the reserve which was formed as share premium upon the issue of Financing Preference Shares.
Insofar as the profits have not been distributed or allocated to the reserves as specified above, they are at the free disposal of the General Meeting of Shareholders,
provided that no further dividends will be distributed on the Preference Shares or the Financing Preference Shares.
The General Meeting may resolve, on the proposal of the Supervisory Board, to distribute dividends or reserves, wholly or partially, in the form of QIAGEN shares.
KentieDesign_QIAGEN_AR25_Section-Apendices.jpg
We are a public company with limited liability (naamloze vennootschap )
incorporated under Dutch law and registered with the Dutch Trade Register
under file number 12036979. Set forth below is a summary of certain
provisions of our Articles of Association, as lastly amended on January 7,
2026, and Dutch law, where appropriate. The below also contains information
on provisions of the Dutch Corporate Governance Code 2025 (the Dutch
Code), which contains principles of good corporate governance and best
practice provisions that regulate relations between the Managing Board, the
Supervisory Board and the Shareholders. The principles and provisions are
aimed at defining responsibilities for sustainable long-term value creation, risk
control, effective management and supervision, remuneration and the
relationships with Shareholders, including the General Meeting, and other
stakeholders. A listed company should either comply or, if not, explain in its
management report why, and to what extent, it does not comply with the
principles of the Dutch Code. The Dutch Code has been taken into account in
the summary below.
This summary does not purport to be complete and is qualified in its entirety by
reference to the Articles of Association, Dutch Law and the Dutch Code.
Corporate Purpose
Our objectives include, without limitation, the performance of activities in the
biotechnology industry as well as incorporating, acquiring, participating in,
financing, managing and having any other interest in companies or enterprises
of any nature, raising and lending funds and such other acts as may be
conducive to our business.
Managing Directors
QIAGEN shall be managed by a Managing Board consisting of one or more
Managing Directors under the supervision of the Supervisory Board. The
Managing Board is responsible for our continuity and our affiliated enterprise.
The Managing Board focuses on our sustainable long-term value creation and
our affiliated enterprise, taking into account the impact the actions of the
Company and its affiliated enterprise have on people, the environment and our
stakeholders' interests that are relevant in this context, which include, but are
not limited to, our shareholders. Managing Directors shall be appointed by the
General Meeting upon a binding nomination by the joint meeting of the
Supervisory Board and the Managing Board (Joint Meeting). However, the
General Meeting may at all times overrule the binding nature of such a
nomination by a resolution adopted by at least a two-thirds majority of the votes
cast, if such majority represents more than half the issued share capital. This is
different from the provisions of many American corporate statutes, including the
Delaware General Corporation Law, which give the directors of a corporation
greater authority in choosing the executive officers of a corporation. Under our
Articles of Association, the General Meeting may suspend or dismiss a
Managing Director at any time by a resolution adopted by at least a two-thirds
majority of the votes cast, if such majority represents more than half of the
issued share capital, or by a simple majority of votes cast without any quorum
requirements required to be satisfied, if the suspension or dismissal is proposed
by the Joint Meeting. The Supervisory Board shall also at all times be entitled to
suspend (but not to dismiss) a Managing Director. The Articles of Association
provide that the Supervisory Board may adopt management board rules
governing the internal organization of the Managing Board.
Furthermore, the Supervisory Board shall determine the salary, the bonus, if
any, and the other compensation terms and conditions of service of the
Managing Directors within the scope of the remuneration policy. The current
remuneration policy of the Managing Board was adopted in our Annual
General Meeting on June 26, 2025.
Resolutions of the Managing Board shall be validly adopted, if adopted by
simple majority of votes, at least one of whom voting in favor of the proposal
must be the Chairman. Each Managing Director has the right to cast one vote.
Under Dutch law, in the event that there is a conflict of interest between a
Managing Director and us and our business on a certain matter, that Managing
Director shall not participate in the discussions and voting on that matter. If all
Managing Directors have a conflict of interest, such resolution shall be adopted
by the Supervisory Board. If all Supervisory Directors have a conflict of interest
as well, the General Meeting will be authorized to resolve on the matter.
According to the Dutch Code, any conflict of interest between the Company
and Managing Directors should be prevented. To avoid conflicts of interest,
adequate measures should be taken. Under the Dutch Code, the Supervisory
Board is responsible for the decision-making on dealing with conflicts of interest
regarding Managing Directors, Supervisory Directors and majority shareholders
in relation to us. A Managing Director should report any potential conflict of
interest in a transaction that is of material significance to the Company and/or
to such Managing Director to the Chairman of the Supervisory Board and to the
other members of the Managing Board without delay. The Supervisory Board
should decide, outside the presence of the Managing Director concerned,
whether there is a conflict of interest. All transactions in which there are
conflicts of interest with Managing Directors shall be agreed on terms that are
customary in the sector concerned. Decisions to enter into transactions under
which a Managing Director would have a conflict of interest that are of material
significance to QIAGEN and/or to the Managing Director concerned, require
the approval of the Supervisory Board.
Supervisory Directors
The Supervisory Board shall be responsible for supervising the policy pursued
by the Managing Board and our general course of affairs. Under our Articles of
Association, the Supervisory Directors are required to serve the interests of our
Company and our business and the interest of all stakeholders (which includes,
but is not limited to, our shareholders) in fulfilling their duties. The Supervisory
Board shall consist of such number of members as the Joint Meeting may, from
time to time, determine, with a minimum of three members. The Supervisory
Directors shall be appointed by the General Meeting upon the Joint Meeting
having made a binding nomination for each vacancy. However, the General
Meeting may at all times overrule the binding nature of such a nomination by a
resolution adopted by at least a two-thirds majority of the votes cast, if such
majority represents more than half the issued share capital. If, during a
financial year, a vacancy occurs in the Supervisory Board, the Supervisory
Board may appoint a Supervisory Director who will cease to hold office at the
next Annual General Meeting, provided that the number of Supervisory
Directors that may be appointed in this manner is limited to one-third of the
number of Supervisory Directors determined by the Joint Meeting. This is
different from the provisions of many American corporate statutes, including the
Delaware General Corporation Law, which provides that directors may vote to
fill vacancies on the board of directors of a corporation. Under our Articles of
Association, the General Meeting may suspend or dismiss a Supervisory
Director at any time by a resolution adopted by at least a two-thirds majority of
the votes cast, if such majority represents more than half of the issued share
capital, or by a simple majority of votes cast without any quorum requirements
required to be satisfied, if the suspension or dismissal is proposed by the Joint
Meeting.
Under Dutch law, in the event that there is a conflict of interest between a
Supervisory Director and us and our business on a certain matter, that
Supervisory Director shall not participate in the discussions and voting on that
matter. Under the Dutch Code, a Supervisory Director should report any conflict
of interest or potential conflict of interest in a transaction that is of material
significance to the Company and/or to such Supervisory Director to the
Chairman of the Supervisory Board without delay. The Supervisory Board
should decide, outside the presence of the Supervisory Director concerned,
whether there is a conflict of interest. If all Supervisory Directors have a conflict
of interest, the relevant resolution shall be adopted by the General Meeting. All
transactions in which there are conflicts of interest with Supervisory Directors
shall be agreed on terms that are customary in the sector concerned. Decisions
to enter into transactions under which a Supervisory Director would have a
conflict of interest that are of material significance to QIAGEN and/or to the
Supervisory Director concerned, require the approval of the Supervisory Board.
In accordance with Dutch law and the Dutch Code, the General Meeting
determines the compensation of the Supervisory Directors upon the proposal of
the Compensation & Human Resources Committee with due observance of the
remuneration policy for Supervisory Directors as adopted at the 2024 Annual
General Meeting. Under the Dutch Code, any shares held by a Supervisory
Director in the Company on whose board he or she sits should be long-term
investments.
Liability of Managing Directors and Supervisory Directors
Under Dutch law, as a general rule, Managing Directors and Supervisory
Directors are not liable for obligations we incur. Under certain circumstances,
however, they may become liable, either toward QIAGEN (internal liability) or
to others (external liability), although some exceptions are described below.
Liability toward QIAGEN
Failure of a Managing Director or Supervisory Director to perform his or her
duties does not automatically lead to liability. Liability is only incurred in the
case of a clear, indisputable shortcoming about which no reasonably judging
business-person would have any doubt. In addition, the Managing Director or
Supervisory Director must be deemed to have been grossly negligent.
Managing Directors are jointly and severally liable for failure of the Managing
Board as a whole, but an individual Managing Director will not be held liable
if he or she is determined not to have been responsible for the mismanagement
and has not been negligent in preventing the consequences. Supervisory
Directors are jointly and severally liable for failure of the Supervisory Board as
a whole, but an individual Supervisory Director will not be held liable if he or
she is determined not to have been responsible for the mismanagement and has
not been negligent in preventing the consequences.
Liability for Misrepresentation in Annual Accounts
Managing Directors and Supervisory Directors are also jointly and severally
liable to any third party for damages suffered as a result of misrepresentation in
the annual accounts, management commentary or interim statements of
QIAGEN, although a Managing Director or Supervisory Director will not be
held liable if found not to be personally responsible for the misrepresentation.
Moreover, a Managing Director or Supervisory Director may be found to be
criminally liable if he or she deliberately publishes false annual accounts or
deliberately allows the publication of such false annual accounts.
Tort Liability
Under Dutch law, there can be liability if one has committed a tort
(onrechtmatige daad) against another person. Although there is no clear
definition of “tort” under Dutch law, breach of a duty of care toward a third
party is generally considered to be tort. Therefore, a Dutch corporation may be
held liable by any third party under the general rule of Dutch laws regarding
tort claims. In exceptional cases, Managing Directors and Supervisory Directors
have been found liable on the basis of tort under Dutch common law, but it is
generally difficult to hold a Managing Director or Supervisory Director
personally liable for a tort claim. Shareholders cannot base a tort claim on any
losses which derive from and coincide with losses we suffered. In such cases,
only we can sue the Managing Directors or Supervisory Directors.
Criminal Liability
Under Dutch law, if a legal entity has committed a criminal offense, criminal
proceedings may be instituted against the legal entity itself as well as against
those who gave order to or were in charge of the forbidden act. As a general
rule, it is held that a Managing Director is only criminally liable if he or she
played a reasonably active role in the criminal act.
Indemnification
Article 27 of our Articles of Association provides that we shall indemnify every
person who is or was a Managing Director or Supervisory Director against all
expenses (including attorneys’ fees), judgments, fines and amounts paid in
settlement with respect to any threatened pending or completed action, suit or
proceeding as well as against expenses (including attorneys’ fees) actually and
reasonably incurred in connection with the defense or settlement of an action or
proceeding, if such person acted in good faith and in a manner he or she
reasonably could believe to be in or not opposed to our best interests. An
exception is made in respect to any claim, issue or matter as to which such
person shall have been adjudged to be liable for gross negligence or willful
misconduct in the performance of his or her duty to us.
Classes of Shares
The authorized classes of our shares consist of Common Shares, Financing
Preference Shares and Preference Shares. No Financing Preference Shares or
Preference Shares have been issued.
Common Shares
Common Shares are issued in registered form only. No share certificates are
issued for Common Shares and Common Shares are registered in our
shareholders' register with Equiniti Trust Company, LLC, our transfer agent and
registrar in New York.
The transfer of registered shares requires a written instrument of transfer and the
written acknowledgment of such transfer by us or the New York Transfer Agent
(in our name).
Financing Preference Shares
No Financing Preference Shares are currently issued or outstanding. If issued,
Financing Preference Shares will be issued in registered form only. No share
certificates are issued for Financing Preference Shares. Financing Preference
Shares must be fully paid up upon issue. The preferred dividend rights attached
to Financing Preference Shares are described under “Dividends” below. We
have no present plans to issue any Financing Preference Shares.
Preference Shares
No Preference Shares are currently issued or outstanding. If issued, Preference
Shares will be issued in registered form only. No share certificates shall be
issued for Preference Shares. Only 25% of the nominal value thereof is required
to be paid upon subscription for Preference Shares. The obligatory payable
part of the nominal amount (or the call) must be equal for each Preference
Share. The Managing Board may, subject to the approval of the Supervisory
Board, resolve on which day and up to which amount a further call must be
paid on Preference Shares which have not yet been paid up in full. The
preferred dividend rights attached to Preference Shares are described under
“Dividends” below.
Pursuant to our Articles of Association, QIAGEN’s Supervisory Board is entitled,
if and in so far as the Supervisory Board has been designated by our General
Meeting, to resolve to issue Preference Shares in the event that (i) any person
who alone or with one or more other persons, directly or indirectly, have
acquired or given notice of an intent to acquire (beneficial) ownership of an
equity stake which in aggregate equals 20% or more of our share capital then
outstanding, or (ii) the Supervisory Board has determined a person to be an
“adverse person.” For this purpose, an “adverse person” is generally
any (legal) person, alone or together with affiliates or associates, with an equity
stake in our Company which the Supervisory Board considers to be substantial,
which must be at least 10% of the issued share capital, and where the
Supervisory Board is of the opinion that this (legal) person has engaged in an
acquisition that is intended to cause or pressure QIAGEN to enter into
transactions intended to provide such person with short-term financial gain
under circumstances that would not be in the interest of QIAGEN and our
shareholders or whose ownership is reasonably likely to cause a material
adverse impact on our business prospects. Currently, the Supervisory Board has
not been designated to issue Preference Shares.
On August 2, 2004, we entered into an agreement (Option Agreement) with
Stichting Preferente Aandelen QIAGEN (SPAQ) which was most recently
amended on June 4, 2012. Pursuant to the Option Agreement, SPAQ was
granted an option to acquire such number of Preference Shares as are equal to
the total number of all outstanding Common Shares minus one in our share
capital at the time of the relevant exercise of the right. SPAQ may exercise its
right to acquire the Preference Shares in all situations that it believes that our
interest or our stakeholders' interests are at risk (which situations include but are
not limited to (i) receipt of a notification from the Managing Board that a
takeover is imminent, and (ii) receipt of a notification from the Managing Board
that one or more activist shareholders take a position that is not in the interest of
QIAGEN, our shareholders or our other stakeholders), provided that the
conditions mentioned in the previous paragraph have been met. Due to the
implementation of the EC Directive on Takeover Bids in Dutch legislation, the
exercise of the option to acquire Preference Shares by SPAQ and the
subsequent issuance of Preference Shares to SPAQ needs to be done with due
observance and in consideration of the restrictions imposed by the Public Offer
Rules.
SPAQ was incorporated on August 2, 2004. Its principal office is located at
Hulsterweg 82, 5912 PL Venlo, The Netherlands. Its statutory objectives are to
protect our interests and our enterprise and the enterprises of companies which
are linked to us. SPAQ shall attempt to accomplish its objectives by way of
acquiring Preference Shares in the share capital of QIAGEN and to exercise
the voting rights in our interests and the interests of our stakeholders.
The board of SPAQ shall consist of at least two directors. Upon incorporation of
SPAQ, two members were appointed to the board of SPAQ who resigned in
2019. In December 2019, two new members were appointed. After serving on
the board of SPAQ for four years, at the end of 2025, each of these board
members were reappointed for an additional two year term. The board of
SPAQ may appoint additional members to the board. Board resolutions will be
adopted by unanimity of the votes cast. SPAQ will be represented either by its
board or by the chairman of its board.
Issuance of shares
Under our Articles of Association, the Supervisory Board has the power to issue
Shares, determine the issue price and establish further conditions of any such
issuance, provided that it has been authorized by the General Meeting to do
so. The authorization referred to in the preceding sentence can only be granted
for a specific period of time not exceeding five years and may be extended in
the same manner. If there is no designation of the Supervisory Board to issue
shares in force, the General Meeting shall have authority to issue shares, but
only upon the proposal of, and in accordance with the issue price and further
conditions as determined by, the Supervisory Board. For these purposes,
issuances of shares include the granting of rights to subscribe for shares, such
as options and warrants, but not the issue of shares upon exercise of such
rights.
On June 26, 2025, the General Meeting resolved to authorize the Supervisory
Board until December 26, 2026, to issue Common Shares and Financing
Preference Shares or grant rights to subscribe for such shares, the aggregate
par value of which shall be equal to the aggregate par value of 50% of the
shares issued and outstanding in the capital of the Company as of December
31, 2024, as included in the Annual Accounts for Calendar Year 2024.
Pre-emptive Rights
Under our Articles of Association, existing holders of Common Shares will have
pre-emptive rights in respect of future issuances of Common Shares in
proportion to the number of Common Shares held by them, unless limited or
excluded as described below. Holders of Common Shares shall not have pre-
emptive rights in respect of future issuances of Financing Preference Shares or
Preference Shares. Holders of Financing Preference Shares and Preference
Shares shall not have pre-emptive rights in respect of any future issuances of
share capital. Pre-emptive rights do not apply with respect to shares issued
against contributions other than in cash or shares issued to employees of the
Company or one of our group companies. Under our Articles of Association,
the Supervisory Board has the power to limit or exclude any pre-emptive rights
to which shareholders may be entitled, provided that it has been authorized by
the General Meeting to do so. The authority of the Supervisory Board to limit or
exclude pre-emptive rights can only be exercised if, at that time, the Supervisory
Board's authority to issue shares is in full force and effect. The authority to limit
or exclude pre-emptive rights may be extended in the same manner as the
authority to issue shares. If there is no designation of the Supervisory Board to
limit or exclude pre-emptive rights in force, the General Meeting shall have
authority to limit or exclude such pre-emptive rights, but only upon the proposal
of the Supervisory Board.
Resolutions of the General Meeting (i) to limit or exclude pre-emptive rights or
(ii) to designate the Supervisory Board as the corporate body that has the
authority to limit or exclude pre-emptive rights, require a majority of at least
two-thirds of the votes cast in a meeting of shareholders if less than 50% of the
issued share capital is present or represented. For these purposes, issuances of
shares include the granting of rights to subscribe for shares, such as options
and warrants, but not the issue of shares upon exercise of such rights.
On June 26, 2025, the General Meeting resolved to grant the authority to
restrict or exclude pre-emptive rights until December 26, 2026. However, the
General Meeting has limited this authority in a way that the Supervisory Board
can only exclude or limit the pre-emptive rights in relation to no more than 10%
of the aggregate par value of all shares issued and outstanding in the capital of
the Company as of December 31, 2024.
Acquisition of Our Own Shares
We may acquire our own shares, subject to certain provisions of Dutch law and
our Articles of Association, if (i) shareholders’ equity less the payment required
to make the acquisition does not fall below the sum of paid-up and called-up
capital and any reserves required by Dutch law or the Articles of Association,
and (ii) we and our subsidiaries would not thereafter hold shares with an
aggregate nominal value exceeding half of our issued share capital. Shares
that we hold in our own capital or shares held by one of our subsidiaries may
not be voted. The Managing Board, subject to the approval of the Supervisory
Board, may effect the acquisition of shares in our own capital. Our acquisitions
of shares in our own capital may only take place if the General Meeting has
granted the authority to effect such acquisitions to the Managing Board. Such
authority may apply for a maximum period of eighteen months and must specify
the number of shares that may be acquired, the manner in which shares may
be acquired and the price limits within which shares may be acquired. Dutch
corporate law allows for the authorization of the Managing Board to purchase
a number of shares equal to up to 50% of the Company’s issued share capital
on the date of the acquisition. On June 26, 2025, the General Meeting
resolved to extend the authorization of the Managing Board in such manner
that the Managing Board may, for the 18-month period beginning June 26,
2025, until December 26, 2026, cause us to acquire shares in our own share
capital, up to 10% of the Company's issued share capital on the date of the
acquisition and provided that the Company or any subsidiary shall not hold
more than 10% of the Company's issued share capital at any time, without
limitation at a price between one euro cent (euro 0.01) and one hundred ten
percent (110%) of the higher of the average closing price of our shares on the
New York Stock Exchange or, as applicable, the Frankfurt Stock Exchange, for
the five trading days prior to the day of purchase, or, with respect to Preference
and Financing Preference shares, against a price between one euro cent (euro
0.01) and three times the issuance price and in accordance with applicable
provisions of Dutch law and our Articles of Association.
Synthetic share repurchase
During the Annual General Meeting held on June 26, 2025, the General
Meeting approved a proposal to allow the Managing Board, subject to the
approval of the Supervisory Board, to, during a period of 18 months from the
date of the Annual General Meeting, i.e., until December 26, 2026, adjust the
Company's capital structure and to repay capital to our shareholders via a
synthetic share repurchase within predetermined boundaries. The key
consequences of such a synthetic share repurchase included: (i) an amount to
be determined by the Managing Board, subject to the approval of the
Supervisory Board, of up to a maximum $500 million would be paid to our
shareholders as a capital repayment, and (ii) the number of outstanding
Common Shares would at least be decreased by a number of Common Shares
approximately equal to the number of Common Shares that the Company,
theoretically, could have repurchased for the aggregate amount repaid to our
shareholders.
For more information on the synthetic share repurchase, refer to the explanatory
notes to agenda Item 15 in the proxy statement relating to the Annual General
Meeting of June 26, 2025 as well as our press release of December 18, 2025.
Capital Reduction
Subject to the provisions of Dutch law and our Articles of Association, the
General Meeting may, upon the proposal of the Supervisory Board, resolve to
reduce the issued share capital by (i) canceling shares, or (ii) reducing the
nominal value of shares through an amendment of our Articles of Association.
Cancellation with repayment of shares or partial repayment on shares or
release from the obligation to pay up may also be made or given exclusively
with respect to Common Shares, Financing Preference Shares or Preference
Shares.
Financial Year, Annual Accounts and Independent Registered
Public Accounting Firm
Our financial year coincides with the calendar year. Dutch law requires that
within four months after the end of the financial year, the Managing Board must
make available a report with respect to such financial year, including our
financial statements for such year prepared under International Financial
Reporting Standards as adopted by the European Union and accompanied by
an Independent Auditor's Report. The annual report is submitted to the Annual
General Meeting for adoption.
The General Meeting appoints the external auditor of our statutory financial
statements prepared in accordance with International Financial Reporting
Standards as adopted by the European Union and to issue a report thereon.
On June 21, 2024, our shareholders appointed EY Accountants B.V. to serve
as our external auditor for our statutory financial statements prepared in
accordance with International Financial Reporting Standards as adopted by the
European Union for the year ending December 31, 2025.
Dividends and Other Distributions
Subject to certain exceptions, dividends may only be paid out of profits as
shown in our annual financial statements as adopted by the General Meeting.
Distributions may not be made if the distribution would reduce shareholders’
equity below the sum of the paid-up and called-up capital and any reserves
required by Dutch law or our Articles of Association.
Out of profits, dividends must first be paid on any outstanding Preference
Shares (the Preference Share Dividend) in a percentage (the Preference Share
Dividend Percentage) of the obligatory call amount paid up on such shares at
the beginning of the financial year in respect of which the distribution is made.
The Preference Share Dividend Percentage is equal to the average main
refinancing rates during the financial year for which the distribution is made.
Average main refinancing rate shall be understood to mean the average value
on each individual day during the financial year for which the distribution is
made of the main refinancing rates prevailing on such day. The main
refinancing rate shall be understood to mean the rate of the Main Refinancing
Operation as determined and published from time to time by the European
Central Bank. If and to the extent that profits are not sufficient to pay the
Preference Share Dividend in full, the deficit shall be paid out of the reserves,
with the exception of any reserve which was formed as share premium reserve
upon the issue of Financing Preference Shares. If, in any financial year, the
profit is not sufficient to make the distributions referred to above and if no
distribution or only a partial distribution is made from the reserves referred to
above, such that the deficit is not fully made good, no further distributions will
be made as described below until the deficit has been made good.
Out of profits remaining after payment of any dividends on Preference Shares,
the Supervisory Board shall determine such amounts as shall be kept in reserve.
Out of any remaining profits not allocated to reserves, a dividend (the
Financing Preference Share Dividend) shall be paid on the Financing Preference
Shares equal to a percentage (the Financing Preference Share Dividend
Percentage) over the nominal value of the Financing Preference Shares,
increased by the amount of share premium that was paid upon the first issue of
Financing Preference Shares. The Financing Preference Shares Dividend
Percentage is a function of the average effective yield on the prime interest rate
on corporate loans in the United States as quoted in the Wall Street Journal,
following the calculation set forth in article 40.4 of our Articles of Association. If
and to the extent that the profits are not sufficient to pay the Financing
Preference Share Dividend in full, the deficit may be paid out of the reserves if
the Managing Board so decides with the approval of the Supervisory Board,
with the exception of the reserve which was formed as share premium upon the
issue of Financing Preference Shares.
Insofar as the profits have not been distributed or allocated to reserves as
specified above, the General Meeting may act to allocate such profits,
provided that no further dividends will be distributed on the Preference Shares
or the Financing Preference Shares.
The Managing Board may, with due observance of Article 2:105 of the Dutch
Civil Code and with the approval of the Supervisory Board, distribute an
interim dividend, if and to the extent that the profits so permit. Interim dividends
may be distributed on one class of shares only.
The General Meeting may resolve on the proposal of the Supervisory Board, to
distribute dividends or reserves, wholly or partially, in the form of shares.
Distributions as described above are payable as from a date to be determined
by the Supervisory Board. Distributions will be made payable at an address or
addresses in the Netherlands, to be determined by the Supervisory Board, as
well as at least one address in each country where the shares are listed or
quoted for trading. The Supervisory Board may determine the method of
payment of cash distributions. Distributions in cash that have not been collected
within five years and two days after they have become due and payable shall
revert to QIAGEN.
Dutch law provides that the declaration of dividends out of the profits that are
at the free disposal of the General Meeting is the exclusive right of the General
Meeting. This is different from the corporate law of most jurisdictions in the
United States, which permits a corporation’s board of directors to declare
dividends.
Shareholder Meetings, Voting Rights and Other Shareholder
Rights
The Annual General Meeting is required to be held within six months after the
end of each financial year for the purpose of, among other things, adopting the
annual accounts and filling of any vacancies on the Managing Board and
Supervisory Board.
Extraordinary General Meetings are held as often as deemed necessary by the
Managing Board or Supervisory Board, or upon a request to the Managing
Board or Supervisory Board by one or more shareholders and other persons
entitled to attend meetings jointly representing (i) at least 40% of our issued
share capital, with those persons jointly being authorized to convene such a
meeting themselves in case the Boards do not timely comply with the request,
in accordance with the Articles of Association, or (ii) at least 10% of our issued
share capital, with those persons jointly being authorized to convene such a
meeting themselves in case the Boards do not timely comply with the request,
but only if and to the extent authorized thereto by a competent Dutch court in
accordance with the laws of the Netherlands.
General Meetings are held in Amsterdam, Haarlemmermeer (Schiphol Airport),
Arnhem, Maastricht, Rotterdam, Venlo or The Hague. The notice convening a
General Meeting must be given in such manner as shall be authorized by law
including, but not limited to, an announcement published by electronic means
no later than the forty-second day prior to the day of the General Meeting. The
notice will contain the agenda for the meeting or the notice is published along
with the agenda.
The agenda shall contain such subjects to be considered at the General
Meeting, as the persons convening or requesting the meeting shall decide.
Under Dutch law, holders of shares representing solely or jointly at least three
hundredth part of the issued share capital may request QIAGEN, not later than
on the sixtieth day prior to the day of the General Meeting, to include certain
subjects in the notice convening a meeting. No valid resolutions can be
adopted at a General Meeting in respect of subjects which are not mentioned
in the agenda.
Dutch corporate law sets a mandatory (participation and voting) record date for
Dutch listed companies fixed at the twenty-eighth day prior to the day of the
shareholders’ meeting. Shareholders registered at such record date are entitled
to attend and exercise their rights as shareholders at the General Meeting,
regardless of a sale of shares after the record date.
General Meetings are presided over by the Chairman of the Supervisory Board
or, in his absence, by any person nominated by the Supervisory Board.
At the General Meeting, each share shall confer the right to cast one vote,
unless otherwise provided by law or our Articles of Association. No votes may
be cast in respect of shares that we or our subsidiaries hold, or by
usufructuaries and pledgees. All shareholders and other persons entitled to vote
at General Meetings are entitled to attend General Meetings, to address the
meeting and to vote. They must notify the Managing Board in writing of their
intention to be present or represented not later than on the third day prior to the
day of the meeting, unless the Managing Board permits notification within a
shorter period of time prior to any such meeting. Subject to certain exceptions,
resolutions may be passed by a simple majority of the votes cast.
Except for resolutions to be adopted by the meeting of holders of Preference
Shares, our Articles of Association do not allow the adoption of shareholder
resolutions by written consent (or otherwise without holding a meeting).
A resolution of the General Meeting to amend our Articles of Association,
dissolve QIAGEN, issue shares or grant rights to subscribe for shares or limit or
exclude any pre-emptive rights to which shareholders shall be entitled is valid
only if proposed to the General Meeting by the Supervisory Board.
Further, a resolution of the General Meeting to amend our Articles of
Association is only valid if the complete proposal has been made available for
inspection by the shareholders and the other persons entitled to attend General
Meetings at our offices as from the day of notice convening such meeting until
the end of the meeting. A resolution to amend our Articles of Association to
change the rights attached to the shares of a specific class requires the
approval of the relevant class meeting.
Resolutions of the General Meeting in a meeting that has not been convened by
the Managing Board and/or the Supervisory Board, or resolutions included on
the agenda for the meeting at the request of shareholders, will be valid only if
adopted with a majority of two-thirds of votes cast representing more than half
the issued share capital, unless our Articles of Association require a greater
majority or quorum.
A resolution of the General Meeting to approve a legal merger or the sale of all
or substantially all of our assets is valid only if adopted by a vote of at least
two-thirds of the issued share capital, unless proposed by the Supervisory
Board, in which case a simple majority of the votes cast shall be sufficient.
A shareholder shall, upon request, be provided, free of charge, with written
evidence of the contents of the share register with regard to the shares
registered in its name. Furthermore, any shareholder shall, upon written request,
have the right, during normal business hours, to inspect our share register and
a list of our shareholders and their addresses and shareholdings, and to make
copies or extracts therefrom. Such request must be directed to our Managing
Directors at our registered office in the Netherlands or at our principal place of
business. Financial records and other company documents (other than those
made public) are not available in this manner for shareholder review, but an
extract of the minutes of the General Meeting shall be made available.
According to Dutch law and our Articles of Association, certain resolutions of
the Managing Board regarding a significant change in the identity or nature of
us or our enterprise are subject to the approval of the General Meeting. The
following resolutions of the Managing Board require the approval of the
General Meeting in any event:
(1) the transfer of our enterprise, or practically our entire enterprise, to a third
party;
(2) the entry into or termination of a long-term cooperation by us or one of our
subsidiaries (dochtermaatschappijen) with another legal person or
partnership or as a fully liable general partner of a limited partnership or a
general partnership, if such cooperation or termination is of far-reaching
significance for us; and
(3) the acquisition or divestment by us or one of our subsidiaries
(dochtermaatschappijen) of a participating interest in the capital of a
company with a value of at least one-third of the sum of our assets
according to our consolidated balance sheet and explanatory notes in our
last adopted annual accounts.
No Derivative Actions; Right to Request Independent Inquiry
Dutch law does not afford shareholders the right to institute actions on behalf of
us or in our interest. Shareholders, acting alone or together, holding at least
one-tenth of our issued capital, or shares representing an aggregate nominal
value of EUR 225,000, may inform the Managing Board and the Supervisory
Board of their objections as to our policy or the course of our affairs and, within
a reasonable time thereafter, may request the Enterprise Chamber of the Court
of Appeal in Amsterdam to order an inquiry into the policy and the course of
our affairs by independent investigators. If such an inquiry is ordered and the
investigators conclude that there has been mismanagement, the shareholders
can request the Enterprise Chamber to order certain measures such as a
suspension or annulment of resolutions.
Dissolution and Liquidation
The General Meeting may resolve to dissolve QIAGEN upon the proposal of
the Supervisory Board. If QIAGEN is dissolved, the liquidation shall be carried
out by the person designated for that purpose by the General Meeting, under
the supervision of the Supervisory Board. The General Meeting shall, upon the
proposal of the Supervisory Board, determine the remuneration payable to the
liquidators and to the person responsible for supervising the liquidation.
During the liquidation process, the provisions of our Articles of Association will
remain applicable to the extent possible.
In the event of our dissolution and liquidation, the assets remaining after
payment of all debts and liquidation expenses will be distributed among
registered holders of Common Shares in proportion to the nominal value of
their Common Shares, subject to liquidation preference rights of holders of
Preference Shares and Financing Preference Shares, if any.
Restrictions on Transfer of Preference Shares
The Supervisory Board, upon application in writing, must approve each transfer
of Preference Shares. If approval is refused, the Supervisory Board will
designate prospective purchasers willing and able to purchase the shares,
otherwise, the transfer will be deemed approved.
Limitations in our Articles of Association on Rights to Own
Securities
Other than with respect to usufructuaries and pledgees who have no voting
rights, our Articles of Association do not impose limitations on rights to own our
securities including the rights of non-resident or foreign shareholders to hold or
exercise voting rights on the securities imposed by foreign law or by the charter
or other constituent document of the Company or state.
Provisions which May Defer or Prevent a Change in Control
The Option Agreement and our Articles of Association could, under certain
circumstances, prevent a third party from obtaining a majority of the voting
control of our shares by issuing Preference Shares. Under the Option
Agreement, SPAQ could acquire Preference Shares subject to the provisions
referred to under "Preference Shares."
If SPAQ acquires the Preference Shares, the bidder may withdraw its bid or
enter into negotiations with the Managing Board and/or Supervisory Board
and agree on a higher bid price for our shares.
Shareholders who obtain control of a company are obliged to make a
mandatory offer to all other shareholders. The threshold for a mandatory offer is
set at the ability to exercise 30% of the voting rights at the general meeting of
shareholders in a Dutch public limited company (naamloze vennootschap)
whose securities are admitted to trading on a regulated market in the EU, such
as QIAGEN.
Ownership Threshold Requiring Disclosure
Our Articles of Association do not provide an ownership threshold above which
ownership must be disclosed. However, there are statutory requirements to
disclose share ownership above certain thresholds under Dutch law. See
“Obligation of Shareholders to Disclose Major Holdings.”
Obligation of Shareholders to Disclose Major Holdings
Holders of our shares or rights to acquire shares (which include options and
convertible bonds - see also below) may be subject to notification obligations
under the Dutch Financial Markets Supervision Act (FMSA or Wet op het
financieel toezicht).
Pursuant to the FMSA, any person who, directly or indirectly, acquires or
disposes of an interest (including a potential interest, such as options and
convertible bonds) in our issued share capital or voting rights must notify the
Netherlands Authority for the Financial Markets (AFM) without delay, if as a
result of such acquisition or disposal, the percentage of capital interest or voting
rights held by such person in QIAGEN reaches, exceeds or falls below any of
the following thresholds: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%,
60%, 75% and 95%. The notifications should be made electronically through
the notification system of the AFM.
A notification requirement also applies if a person's capital interest or voting
rights reaches, exceeds or falls below the above-mentioned thresholds as a
result of a change in our total issued share capital or voting rights. Such
notification has to be made no later than the fourth trading day after the AFM
has published our notification as described below.
Under the FMSA, we are required to notify the AFM without delay of the
changes to our total issued share capital or voting rights if our issued share
capital or voting rights changes by 1% or more since our previous notification.
We must furthermore quarterly notify the AFM within eight days after the end of
the relevant quarter, in the event our issued share capital or voting rights
changed by less than 1% in that relevant quarter since our previous notification.
Furthermore, each person who is or ought to be aware that, as a result of the
exchange of certain financial instruments, such as options for shares, his actual
capital or voting interest in QIAGEN, reaches, exceeds or falls below any of
the following thresholds: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%,
60%, 75% and 95%, vis-à-vis his most recent notification to the AFM, must give
notice to the AFM no later than the fourth trading day after he became or ought
to be aware of this change.
Controlled entities, within the meaning of the FMSA, do not have notification
obligations under the FMSA, as their direct and indirect interests are attributed
to their (ultimate) parent. Any person may qualify as a parent for purposes of
the FMSA, including an individual. A person who has a 3% or larger interest in
our share capital or voting rights and who ceases to be a controlled entity for
these purposes must notify the AFM without delay. As of the date of that
notification, all notification obligations under the FMSA will become applicable
to that entity.
For the purpose of calculating the percentage of capital interest or voting rights,
the following interests must, inter alia, be taken into account: (i) our shares or
voting rights on our shares directly held (or acquired or disposed of) by a
person, (ii) our shares or voting rights on our shares held (or acquired or
disposed of) by such person's controlled entity, or by a third party for such
person's account or by a third party with whom such person has concluded an
oral or written voting agreement (including a discretionary power of attorney),
and (iii) our shares or voting rights on our shares which such person, or any
subsidiary or third party referred to above, may acquire pursuant to any option
or other right held by such person (or acquired or disposed of, including, but
not limited to, on the basis of convertible bonds). Special rules apply with
respect to the attribution of our shares or voting rights on our shares which are
part of the property of a partnership or other community of property. A holder
of a pledge or right of usufruct (vruchtgebruik) in respect of our shares can also
be subject to the notification obligations of the FMSA, if such person has, or
can acquire, the right to vote on our shares or, in the case of depository
receipts, our underlying shares. The acquisition of (conditional) voting rights by
a pledgee or usufructuary may also trigger the notification obligations as if the
pledgee or beneficial owner were the legal holder of our shares or voting rights
on our shares. A holding in certain cash settled derivatives (such as cash settled
call options and total equity return swaps) referencing to our shares should also
be taken into account for the purpose of calculating the percentage of capital
interest.
Gross short positions in our shares must also be notified to the AFM. For these
gross short positions, the same thresholds apply for notifying an actual or
potential interest in our issued share capital and/or voting rights as referred to
above, and without any set-off against long positions.
In addition, pursuant to Regulation (EU) No 236/2012, each person holding a
net short position amounting to 0.2% of our issued share capital is required to
report such position to the AFM. Each subsequent increase of this position by
0.1% above 0.2% will also need to be reported. Each net short position equal
to 0.5% of our issued share capital, and any subsequent increase of that
position by 0.1%, will be made public via the AFM short selling register. To
calculate whether a natural person or legal person has a net short position,
their short positions and long positions must be set-off. A short transaction in a
share can only be contracted if a reasonable case can be made that the shares
sold can actually be delivered, which requires confirmation of a third party that
the shares have been located.
The AFM does not issue separate public announcements of the above
notifications. However, it does keep a public register of all notifications made
pursuant to the above disclosure obligations under the FMSA on its website
www.afm.nl. Third parties can request to be notified automatically by e-mail
of changes to the public register in relation to a particular company’s shares or
a particular notifying party.
Non-compliance with the notification obligations under the FMSA may lead to
criminal fines, administrative fines, imprisonment or other sanctions. In addition,
non-compliance with the shareholding disclosure obligations under the FMSA
may lead to civil sanctions, including suspension of the voting rights relating to
our shares held by the offender for a period of not more than three years and a
prohibition applicable to the offender to acquire any of our shares or voting
rights on our shares for a period of up to five years.
Management Notifications
Pursuant to the FMSA, each Managing Director and each Supervisory Director
must notify the AFM: (a) within two weeks after his or her appointment of the
number of our shares or rights to acquire shares he or she holds and the
number of votes he or she is entitled to cast in respect to our issued share
capital, and (b) subsequently, each change in the number or our shares or
rights to acquire shares such member holds and of each change in the number
of votes he or she is entitled to cast in respect of our issued share capital,
immediately after the relevant change. If a Managing Director or Supervisory
Director has notified the AFM of a change in shareholding under the FMSA as
described above under “Obligation of Shareholders to Disclose Major
Holdings,” such notification is sufficient for the purposes as described in this
paragraph.
Furthermore, pursuant to European Union Regulation (EU) No 596/2014 (the
Market Abuse Regulation) and the regulations promulgated thereunder, any
Managing Director and Supervisory Director, as well as any other person
discharging managerial responsibilities in respect of QIAGEN who has regular
access to inside information relating directly or indirectly to QIAGEN and the
power to take managerial decisions affecting future developments and business
prospects of QIAGEN, must notify the AFM and QIAGEN by means of a
standard form of any transactions conducted for his or her own account relating
to the shares or debt instruments of QIAGEN or to derivatives or other financial
instruments linked thereto.
In addition, pursuant to the Market Abuse Regulation, certain persons who are
closely associated with Managing Directors and Supervisory Directors or any of
the other persons as described above, are required to notify the AFM and
QIAGEN of any transactions conducted for their own account relating to the
shares or debt instruments of QIAGEN or to derivatives or other financial
instruments linked thereto. The Market Abuse Regulation covers, inter alia, the
following categories of persons: (i) the spouse or any partner considered by
national law as equivalent to the spouse; (ii) dependent children; (iii) other
relatives who have shared the same household for at least one year at the
relevant transaction date; and (iv) any legal person, trust or partnership whose,
among other things, managerial responsibilities are discharged by a person
referred to under (i) to (iii) above or by the relevant Managing Directors and
Supervisory Directors or other person discharging the managerial
responsibilities in respect of QIAGEN as described above.
The notifications pursuant to the Market Abuse Regulation described above
must be made to the AFM no later than the third business day following the
relevant transaction date. Under certain circumstances, these notifications may
be postponed until all transactions within a calendar year have reached a total
amount of €5,000 (calculated without netting). Any subsequent transaction must
be notified as set forth above. If a Managing Director or Supervisory Director
has notified a change in the number of our shares or options to acquire shares
the member holds or a change in the number of votes he or she is entitled to
cast to the AFM under the FMSA as described in the first paragraph above,
such notification - but only to the extent there is an overlap with the notification
obligations under the Market Abuse Regulation - is sufficient for the purposes of
the Market Abuse Regulation as described in this paragraph.
The following is a general summary of certain material United States federal
income tax consequences to holders of our Common Shares who are “U.S.
Holders” (as such term is defined below) and certain material Netherlands tax
consequences to holders of our Common Shares who are “non-resident
Shareholders” or “Shareholders” (as each term is defined below). This summary
does not discuss every aspect of such taxation that may be relevant to such
holders. Therefore, all prospective purchasers of our Common Shares described
above are advised to consult their own tax advisors with respect to the United
States federal, state and local tax consequences, as well as the Netherlands tax
consequences, of the ownership of our Common Shares.
The statements of the Netherlands and United States tax laws set out below are
based on the laws in force as of the date of this Annual Report and, as a
consequence, are subject to any changes in United States or the Netherlands
law, or in the taxation conventions concluded by the United States and the
Netherlands, occurring after such date. Tax considerations associated with
currently enacted laws which are not in force as of this date have not been
addressed in this description.
Netherlands Tax Considerations
The following describes the material tax consequences of an investment in our
Common Shares under Netherlands law. Such description is based on current
understanding of Netherlands' tax law currently in force as interpreted under
officially published case law and in published policy, and it is limited to the tax
implications for an owner of our Common Shares who is not, or is not deemed
to be, a resident of the Netherlands for purposes of the relevant tax laws (a
“non-resident Shareholder” or “Shareholder”).
Dividend Withholding Tax
General
Upon distribution of dividends, we are obligated to withhold 15% dividend tax
at source and to pay the amount withheld to the Netherlands taxing authorities.
The term “dividends” means income from shares or other rights participating in
profits as well as income from other corporate rights that are subjected to the
same taxation treatment as income from shares by the laws of the Netherlands.
Dividends include dividends in cash or in kind, constructive dividends, certain
repayments of capital qualified as dividends, interest on loans that are treated
as equity instruments for Netherlands corporate income tax purposes and
liquidation proceeds in excess of, for Netherlands tax purposes, recognized
paid-in capital. Stock dividends are also subject to dividend withholding tax,
unless derived from our paid-in share premium that is recognized as equity for
Netherlands tax purposes.
No dividend withholding tax should apply on the proceeds resulting from the
sale or disposition of our Common Shares to persons other than QIAGEN and
our affiliates. A disposition of our Common Shares to QIAGEN or to our
affiliates should, in general, be subject to dividend withholding tax.
A domestic exemption from the Netherlands dividend withholding tax may
apply when dividends are paid to a corporate Shareholder that owns 5% or
more of the nominal paid-up share capital and qualifies as a beneficial owner
and is solely resident in an EU/EEA Member State or in a country with which
the Netherlands has concluded a tax convention that includes a dividend
article. This general exemption does not apply to abusive structures. A structure
is deemed abusive if a corporate Shareholder owns our Common Shares with
the main purpose, or one of the main purposes, to avoid tax for another
individual or entity and the structure is considered artificial (i.e., not put into
place for valid commercial reasons that reflect economic reality). This domestic
exemption may under conditions further not apply in case of hybrid
mismatches.
A corporate Shareholder may also be eligible for relief of the Netherlands
dividend withholding tax under Netherlands' tax law or under a tax convention
that is in force between the country of residence of the Shareholder and the
Netherlands.
Specific for U.S. Shareholders
The regular 15% dividend withholding tax is withheld by us on dividends we
pay to a resident of the United States. For a corporate U.S. Shareholder that
cannot benefit from the Dutch domestic exemption (as explained above),
withholding tax on dividends may still be reduced to 5% or 0% if the recipient
is entitled to benefits under the Tax Convention between the Netherlands and
the United States (the Convention) and the relevant specific conditions are met.
Dividends we pay to U.S. pension funds and U.S. tax-exempt organizations
may be eligible for an exemption from dividend withholding tax under the
Convention.
Dividend Stripping
A refund, reduction, exemption or credit of the Netherlands dividend
withholding tax on the basis of the Netherlands' tax law, or on the basis of a
tax convention between the Netherlands and another state, will only be granted
if the dividends are paid to the beneficial owner (uiteindelijk gerechtigde) of the
dividends. A recipient of a dividend is amongst others not considered to be the
beneficial owner of a dividend in an event of “dividend stripping.” In general
terms, “dividend stripping” can be described as the situation in which a foreign
or domestic person (usually, but not necessarily, the original shareholder) has
transferred, in return for a consideration, its shares or its entitlement to the
dividend distributions to a party that has a more favorable right to a refund or
reduction of the Netherlands dividend withholding tax than the foreign or
domestic person. In these situations, the foreign or domestic person (usually the
original shareholder) avoids the Netherlands dividend withholding tax while
retaining an interest in the shares and the dividend distributions, by transferring
its shares or its entitlement to the dividend distributions in exchange for a
consideration.
Income Tax and Corporate Income Tax
General
A non-resident Shareholder will not be subject to Netherlands income tax or
corporate income tax with respect to dividends we distribute on our Common
Shares, or with respect to capital gains derived from the sale or disposition of
our Common Shares, provided that:
a. the non-resident Shareholder does not carry on, or have an interest in, a
business in the Netherlands through a permanent establishment or a
permanent representative to which or to whom the Common Shares are
attributable or deemed to be attributable;
b. the non-resident Shareholder does not have a direct or indirect substantial or
deemed substantial interest (aanmerkelijk belang, as defined in the
Netherlands' tax law) in our share capital or, in the case of an individual,
such a substantial interest, such interest is a “business asset,” or, in the case
of a corporate Shareholder, the arrangement or a series of arrangements are
not put in place with the main purpose, or one of the main purposes, to
avoid Netherlands income tax for another person or cannot be considered
artificial. An arrangement, or series of arrangements, are considered
artificial to the extent they have not been put in place for valid commercial
reasons that reflect economic reality; and
c. the non-resident Shareholder is not entitled to a share in the profits of an
enterprise to which our Common Shares are attributable, and that is
effectively managed in the Netherlands, other than by way of securities or
through an employment contract.
In general terms, a substantial interest (aanmerkelijk belang) in our share
capital does not exist if the Shareholder (individuals as well as corporations),
alone or together with his partner, does not own, directly or indirectly, 5% or
more of the issued capital of (a class of) our shares; does not have the right to
acquire 5% or more of the issued capital of (a class of) our shares; and does
not have the right to share in our profit or liquidation revenue amounting to 5%
or more of the annual profits or liquidation revenue.
There is no all-encompassing definition of the term “business asset.” Whether
this determination can be made in general depends on the facts presented and,
in particular, on the activities performed by the Shareholder. If the Shareholder
materially conducts a business activity, while the key motive of his investment in
our Shares may not be his earnings out of the investment in our Shares but our
economic activity, an investment in our Shares will generally be deemed to
constitute a business asset, in particular if the Shareholder’s involvement in our
business will exceed regular monitoring of his investment in our Shares.
A non-resident Shareholder that holds a substantial interest in our share capital
may be eligible for an exemption or a reduction of Netherlands income tax or
corporate income tax under a tax convention.
Specific for U.S. Shareholders
U.S. Shareholders that do not own a substantial interest should not be subject to
Dutch Personal Income Tax or Dutch Corporate Income Tax (as explained
above). For U.S. Shareholders that do own a substantial interest, Dutch
Personal Income Tax or Dutch Corporate Income Tax could be due. However,
U.S. Shareholders that are entitled to benefits of the Convention may be eligible
for tax relief.
Gift and Inheritance Tax
A gift or inheritance of our Common Shares from a non-resident Shareholder
should generally not be subject to a Netherlands gift and inheritance tax,
provided that the Shareholder is not considered a (deemed) resident of the
Netherlands. The Netherlands has concluded a tax convention with the United
States based on which double taxation on inheritances may be avoided if the
inheritance is subject to Netherlands and/or U.S. inheritance tax and the
deceased was a resident of either the Netherlands or the United States.
United States Federal Income Tax Considerations
The following summary describes certain U.S. federal income tax
considerations generally applicable to U.S. Holders (as defined below) of our
Common Shares. This summary deals only with our Common Shares held as
capital assets within the meaning of Section 1221 of the Internal Revenue Code
of 1986, as amended (the Code). This summary also does not address the tax
consequences that may be relevant to holders in special tax situations including,
without limitation, dealers in securities; traders that elect to use a mark-to-market
method of accounting; pass-through entities such as partnerships, S
corporations, disregarded entities for U.S. federal income tax purposes and
limited liability companies (and investors therein); holders that own our
Common Shares as part of a “straddle,” “hedge,” “conversion transaction,” or
other integrated investment; banks or other financial institutions; individual
retirement accounts and other tax-deferred accounts; insurance companies; tax-
exempt organizations; U.S. expatriates; holders whose functional currency is
not the U.S. dollar; holders subject to the alternative minimum tax; holders that
acquired our Common Shares in a compensatory transaction; holders subject to
special tax accounting rules as a result of any item of gross income with respect
to the Common Shares being taken into account in an applicable financial
statement; or holders that have owned or will (directly, indirectly or
constructively) own 10% or more of the total voting power or value of our
Common Shares.
This summary is based upon the Code, applicable U.S. Treasury regulations,
administrative pronouncements and judicial decisions, in each case as in effect
on the date hereof, all of which are subject to change (possibly with retroactive
effect). No ruling will be or has been requested from the Internal Revenue
Service (IRS) regarding the tax consequences described herein, and there can
be no assurance that the IRS will agree with the discussion set out below. This
summary does not address any consequences other than U.S. federal income
tax consequences (such as the estate and gift tax, the Medicare tax on net
investment income, state and local tax or non-U.S. tax). Except as specifically
set forth below, this summary does not discuss applicable tax reporting
requirements.
As used herein, the term “U.S. Holder” means a beneficial owner of our
Common Shares that is, for U.S. federal income tax purposes, (i) a citizen or
resident of the United States, (ii) a corporation or other entity taxable as a
corporation created in or organized under the laws of the United States or any
state thereof or therein or the District of Columbia, (iii) an estate, the income of
which is subject to U.S. federal income taxation regardless of its source, or
(iv) a trust (a) that is subject to the supervision of a court within the United States
and under the control of one or more United States persons as described in
Section 7701(a)(30) of the Code, or (b) that has a valid election in effect under
applicable U.S. Treasury regulations to be treated as a United States person.
If an entity or other arrangement classified as a partnership for U.S. federal
income tax purposes acquires our Common Shares, the tax treatment of a
partner in the partnership generally will depend upon the status of the partner
and the activities of the partnership. Partners of a partnership considering an
investment in our Common Shares should consult their tax advisors regarding
the U.S. federal income tax consequences of acquiring, owning and disposing
our Common Shares.
Taxation of Dividends
Subject to the discussion below under “Passive Foreign Investment Company
Status,” the sum of any cash plus the fair market value of any property that we
distribute (before reduction for Netherlands withholding tax) to a U.S. Holder
with respect to our Common Shares generally will be included in the U.S.
Holder’s gross income as a dividend, taxable as ordinary income from foreign
sources to the extent of our current or accumulated earnings and profits (as
determined for U.S. federal income tax purposes).
Dividends paid to a non-corporate U.S. Holder by a “qualified foreign
corporation” may be subject to a reduced rate of tax if certain conditions are
met, including the following: QIAGEN must not be classified as a "passive
foreign investment company" (PFIC) (discussed below), QIAGEN must be a
“qualified foreign corporation” (as defined below), the U.S. Holder must satisfy
a holding period requirement, and the distribution must not be treated to the
U.S. Holder as “investment income” for purposes of the investment interest
deduction rules. A “qualified foreign corporation” generally includes a foreign
corporation (other than a foreign corporation that is a PFIC with respect to the
relevant U.S. Holder for the taxable year in which the dividends are paid or for
the preceding taxable year) (i) whose Common Shares are readily tradable on
an established securities market in the United States, or (ii) which is eligible for
benefits under a comprehensive U.S. income tax treaty that includes an
exchange of information program and which the U.S. Treasury Department has
determined is satisfactory for these purposes. Our Common Shares are
expected to be readily tradable on the NYSE, an established securities market.
U.S. Holders should consult their own tax advisors regarding the availability of
the reduced tax rate on dividends in light of their particular circumstances.
Dividends on our Common Shares generally will not be eligible for the
dividends received deduction available to corporations in respect of dividends
received from other U.S. corporations.
Distributions in excess of our earnings and profits (as determined for U.S.
federal income tax purposes) will be treated as a non-taxable return of capital
to the extent of the U.S. Holder’s adjusted tax basis in our Common Shares and
thereafter as capital gain. However, we do not intend to calculate our earnings
and profits under U.S. federal income tax principles. Therefore, U.S. Holders
should expect that a distribution will generally be treated as a dividend even if
that distribution would otherwise be treated as a non-taxable return of capital or
as capital gain under the rules described above.
Foreign Tax Credit
Subject to the PFIC rules discussed below, a U.S. Holder that is subject to
Netherlands withholding tax with respect to dividends paid on the Common
Shares generally will be entitled, at the election of such U.S. Holder, to receive
either a deduction or a credit for such Netherlands withholding tax. Generally,
subject to the limitations described in the next paragraph, a credit will reduce a
U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis,
whereas a deduction will reduce a U.S. Holder’s income subject to U.S. federal
income tax. This election is made on a year-by-year basis and generally applies
to all foreign taxes paid (whether directly or through withholding) or accrued by
a U.S. Holder during a year.
Limitations apply to the foreign tax credit, including the general limitation that
the credit cannot exceed the proportionate share of a U.S. Holder’s U.S.
federal income tax liability (determined before application of the foreign tax
credit) that such U.S. Holder’s “foreign source” taxable income bears to such
U.S. Holder’s worldwide taxable income. In applying this limitation, a U.S.
Holder’s various items of income and deduction must be classified, under
complex rules, as either “foreign source” or “U.S. source” and the limitation is
calculated separately for each with respect to specific categories of income.
Generally, dividends paid by a foreign corporation should be treated as
foreign source for this purpose, and gains recognized on the sale of stock of a
foreign corporation by a U.S. Holder should generally be treated as U.S.
source for this purpose, except as otherwise provided in an applicable income
tax treaty or if an election is properly made under the Code. However, the
amount of a distribution with respect to the Common Shares that is treated as a
“dividend” may be lower for U.S. federal income tax purposes than it is for
Netherlands tax purposes, resulting in a reduced foreign tax credit allowance
to a U.S. Holder.
Each U.S. Holder should consult its own U.S. tax advisor regarding the foreign
tax credit rules.
Disposition of our Common Shares
Subject to the PFIC rules discussed below, upon the sale or other disposition of
our Common Shares, a U.S. Holder will recognize capital gain or loss for U.S.
federal income tax purposes equal to the difference between the amount
realized on the disposition of our Common Shares and the U.S. Holder’s
adjusted tax basis in our Common Shares. Such capital gain or loss generally
will be subject to U.S. federal income tax. In general, capital gains recognized
by a non-corporate U.S. Holder, including an individual, are subject to a lower
rate under current law if such U.S. Holder held shares for more than one year.
The deductibility of capital losses is subject to limitations. Any such gain or loss
generally will be treated as U.S. source income or loss for purposes of the
foreign tax credit. A U.S. Holder’s initial tax basis in Common Shares generally
will equal the cost of such shares.
Passive Foreign Investment Company Status
We may be classified as a PFIC for U.S. federal income tax purposes if certain
tests are met. We will be a PFIC with respect to a U.S. Holder if, for any
taxable year in which the U.S. Holder held our Common Shares, either (i) 75%
or more of our gross income for the taxable year is passive income; or (ii) the
average value of our assets (during the taxable year) which produce or are
held for the production of passive income is at least 50% of the average value
of all assets for such year. Passive income means, in general, dividends,
interest, royalties, rents (other than rents and royalties derived in the active
conduct of a trade or business and not derived from a related person), annuities
and gains from assets which would produce such income other than sales of
inventory. Passive assets for this purpose generally include assets held for the
production of passive income. Accordingly, passive assets generally include
any cash, cash equivalents and cash invested in short-term, interest-bearing
debt instruments or bank deposits that are readily convertible into cash. For the
purpose of the PFIC tests, if a foreign corporation owns at least 25% (by value)
of the stock of another corporation, the foreign corporation is treated as owning
its proportionate share of the assets of the other corporation and as if it had
received directly its proportionate share of the income of such other corporation
(the “look-through rule”). The effect of the look-through rule with respect to
QIAGEN and our ownership of our subsidiaries is that, for purposes of the
income and assets tests described above, we will be treated as owning our
proportionate share of the assets of our subsidiaries and of earning our
proportionate share of each of our subsidiary’s income, if any, so long as we
own, directly or indirectly, at least 25% of the value of the particular
subsidiary’s stock. Active business income of our subsidiaries will be treated as
our active business income, rather than as passive income. Based on our
income, assets and activities, we do not believe that we were a PFIC for our
taxable years ended December 31, 2023, December 31, 2024 and December
31, 2025 and do not expect to be a PFIC for the current taxable year. No
assurances can be made, however, that the IRS will not challenge this position
or that we will not subsequently become a PFIC. Following the close of any tax
year, we intend to promptly send a notice to all shareholders of record at any
time during such year, if we determine that we are a PFIC.
If we are considered a PFIC for any taxable year that a U.S. Holder holds our
Common Shares, any gain recognized by the U.S. Holder on a sale or other
disposition of our Common Shares would be allocated pro-rata over the U.S.
Holder’s holding period for our Common Shares. The amounts allocated to the
taxable year of the sale or other disposition, and to any year before we
became a PFIC, would be taxed as ordinary income. The amount allocated to
each other taxable year would be subject to tax at the highest rate in effect for
individuals or corporations, as appropriate, for that taxable year, and an
interest charge would be imposed with respect to any amount allocated to any
prior taxable year that we were a PFIC. Further, if we are a PFIC for any
taxable year, to the extent that any distribution received by a U.S. Holder on
our Common Shares exceeds 125% of the average of the annual distributions
on our Common Shares received during the preceding three years or the U.S.
Holder’s holding period, whichever is shorter, such excess amount would be
subject to taxation in the same manner as gain on the sale or other disposition
of Common Shares if we were a PFIC, described above. Certain elections may
be available that would result in alternative treatments (such as mark-to-market
treatment) of our Common Shares. If we are treated as a PFIC with respect to a
U.S. Holder for any taxable year, the U.S. Holder will be deemed to own
shares in any of our subsidiaries that also are PFICs. A timely election to treat
us as a qualified electing fund under the Code would result in an alternative
treatment. However, we do not intend to prepare or provide the information
that would enable U.S. Holders to make a qualified electing fund election. If we
are considered a PFIC, a U.S. Holder also will be subject to annual information
reporting requirements.
Prospective purchasers of our Common Shares are urged to consult their tax
advisors regarding the potential application of the PFIC rules to an investment in
the Common Shares.
Foreign Currency Issues
If dividends on our Common Shares are paid in euros, the amount of the
dividend distribution included in the income of a U.S. Holder will be the U.S.
dollar value of the payments made in euros, determined at a spot, euro/U.S.
dollar rate applicable to the date such dividend is includible in the income of
the U.S. Holder, regardless of whether the payment is in fact converted into
U.S. dollars. Generally, gain or loss (if any) resulting from currency exchange
fluctuations during the period from the date the dividend is paid to the date
such payment is converted into U.S. dollars will be treated as ordinary income
or loss.
Backup Withholding and Information Reporting
U.S. backup withholding and information reporting requirements generally
apply to payments made to non-corporate holders of Common Shares that are
paid within the United States or through certain U.S. related financial
intermediaries. Information reporting will apply to payments of dividends on,
and to proceeds from the disposition of, Common Shares by a paying agent
within the United States (or through certain U.S. related financial intermediaries)
to a U.S. Holder, other than U.S. Holders that are exempt from information
reporting and properly certify their exemption. A paying agent within the
United States (or through certain U.S. related financial intermediaries) will be
required to withhold at the applicable statutory rate, currently 24%, in respect
of any payments of dividends on, and the proceeds from the disposition of,
Common Shares to a U.S. Holder (other than U.S. Holders that are exempt from
backup withholding and properly certify their exemption) if the holder fails to
furnish its correct taxpayer identification number or otherwise fails to comply
with applicable backup withholding requirements. U.S. Holders who are
required to establish their exempt status generally must provide a properly
completed IRS Form W-9.
Backup withholding is not an additional tax. Amounts withheld as backup
withholding may be credited against a U.S. Holder’s U.S. federal income tax
liability. A U.S. Holder generally may obtain a refund of any amounts withheld
under the backup withholding rules that exceed such U.S. Holder’s income tax
liability by filing a refund claim with the IRS in a timely manner and furnishing
required information.
Foreign Financial Asset Reporting
Certain U.S. Holders who hold “specified foreign financial assets” (as defined
in Section 6038D of the Code), including stock of a non-U.S. corporation that is
not held in an account maintained by a U.S. “financial institution” (as defined
in Section 6038D of the Code), whose aggregate value exceeds $50,000 on
the last day of the taxable year or $75,000 at any time during the tax year,
may be required to attach to their tax returns for the year certain specified
information (on IRS Form 8938) (higher thresholds apply to married individuals
filing a joint return and certain individuals residing outside of the United States).
Persons who fail to timely furnish the required information may be subject to
substantial penalties. Additionally, in the event a U.S. Holder does not file such
a report, the statute of limitations on the assessment and collection of U.S.
federal income taxes of such U.S. Holder for the related tax year may not close
before such report is filed. U.S. Holders (including entities) should consult their
own tax advisors regarding their reporting obligations and the possible
application of such reporting obligations to the holding of Common Shares.
We are subject to a variety of laws and regulations in the European Union, the
United States and other countries. The level and scope of the regulation varies
depending on the country or defined economic region, but may include, among
other things, the research, development, testing, clinical trials, manufacture,
storage, recordkeeping, approval, labeling, promotion and commercial sales
and distribution of many of our products.
European Union Regulations
In the European Union, in vitro diagnostic medical devices (IVDs) had been
regulated under EU-Directive 98/79/EC (IVD Directive) and corresponding
national provisions. The IVD Directive required that medical devices meet the
essential requirements, including those relating to device safety and efficacy,
set out in an annex of the Directive. According to the IVD Directive, EU Member
States have presumed compliance with these essential requirements for devices
that are in conformity with the relevant national standards transposing the
harmonized standards, such as ISO 13485:2016, the quality system standard
for medical device manufacturers.
IVD medical devices, other than devices for performance evaluation, must bear
the CE marking of conformity when they are placed on the European market.
The CE mark is a declaration by the manufacturer that the product meets all the
appropriate provisions of the applicable legislation implementing the relevant
European Directive. As a general rule, the manufacturer must follow the EU
declaration of conformity procedure to obtain or apply a CE mark.
The IVD Directive has been replaced by the In Vitro Diagnostic Device
Regulation (IVDR) (EU) 2017/746 that was published in May 2017 and fully
implemented as of May 26, 2022. Unlike the IVD Directive, the IVDR has
binding legal force throughout every Member State. The major goal of the IVDR
was to standardize diagnostic procedures within the EU, increase reliability of
diagnostic analysis and enhance patient safety. Under the IVDR as enacted by
the European Commission (EC), IVDs are subject to additional legal
requirements. Among other things, the IVDR introduced a new risk-based
classification system and requirements for conformity assessments. Under
subsequent amendments of IVDR, IVDs already certified under the IVD Directive
by a Notified Body may remain on the market until December 31, 2027, and
IVDs certified under the IVD Directive without the involvement of a Notified
Body may be placed on the market up to December 31, 2027 (IVDR class D
IVDs), December 31, 2028 (IVDR class C IVDs) and December 31, 2029 (IVDR
class B and class A sterile IVDs). The deadline for IVDR Class A in vitro
diagnostic devices remained as May 26, 2022. The sell-off date was removed
in subsequent amendments to the IVDR. As a result, there is no longer a limit for
making available IVD products or putting into service IVD instruments that have
been placed on the market according to these dates. IVD instruments that were
placed on the market under the IVD Directive may remain indefinitely until
decommission, if properly maintained. Nonetheless, manufacturers of devices
certified under the IVD Directive without the involvement of a Notified Body
must comply with specific requirements in the IVDR according to the timelines
established, but ultimately, such products, as with all new IVDs, will have to
undergo the IVDR’s conformity assessment procedures. Under the IVD Directive
the majority of QIAGEN products were classified as non-listed Annex II devices
(i.e., self-certified without the involvement of a Notified Body), while under the
IVDR most of QIAGEN products will require the involvement of a Notified Body,
and those that are in the highest risk class (IVDR class D) will have to be tested
by a designated EU Reference Laboratory. In addition, the IVDR imposes
additional requirements relating to post-market surveillance and submission of
post-market performance follow-up reports.
The EC has designated thirteen (13) Notified Bodies to perform conformity
assessments under the IVDR, including QIAGEN’s Notified Bodies, TÜV
Rheinland LGA Products GmbH (NB0197) and BSI Group The Netherlands B.V.
(NB 2797). MedTech Europe has issued guidance relating to the IVDR in
several areas, e.g., clinical benefit, technical documentation, state of art,
accessories, and EUDAMED. In December 2023, the European Commission
adopted Implementing Regulation (EU) 2023/2713 designating five EU
Reference Laboratories covering the following types of high risk, class D IVDs:
hepatitis and retroviruses; herpesviruses; bacterial agents; respiratory viruses
that cause life-threatening diseases. The designated EU Reference Laboratories
are responsible for verifying performance of IVDs in accordance with common
specifications, batch testing of IVDR class D IVDs, collaborating with Notified
Bodies to develop best practices for IVD conformity assessments, and providing
scientific and technical assistance on the implementation of the IVDR. Most
recently, on December 6, 2025, the European Commission released a proposal
to amend the IVDR with the goal of simplifying the applicable rules, reducing
the administrative burden on manufacturers, and enhancing the predictability
and cost-effectiveness of the certification procedure while maintaining a high
level of public health protections for EU patients and consumers.
IVDR defines an In-House Device (IHD) as a device that is manufactured and
used only within a Health Institution established in the Union and that meets all
conditions set in Article 5(5) of such regulation. QIAGEN cannot design,
manufacture or use IHDs. However, Health Institutions can lawfully use
QIAGEN's products, such as those for non-clinical applications, IVDs, enzymes,
or oligos, to create their own IHD workflows according to Article 5(5)
requirements.
Some products manufactured by QIAGEN are intended for non-clinical use.
These may include products intended for use in discovering and developing
medical knowledge related to human disease and conditions and products for
molecular research, genotyping, forensic and human identity testing, food and
animal feed safety and quality testing, cancer research, microbiological
research and animal pathogen research. These products do not have medical
purpose and thus they are not considered medical devices under the scope of
the IVDR.
A subset of products intended for non-clinical use are those that are sold for
research purposes in the European Union territory and are therefore labeled
“For Research Use Only” (RUO). Other products intended for non-clinical use,
are referred by QIAGEN to as “for molecular biology applications” or more
recently directly as “for non-clinical applications” (mainly instruments).
QIAGEN acknowledges that products intended for non-clinical use can be
lawfully used by Health Institutions to develop IHDs in accordance with Article
5(5) of the IVDR. QIAGEN does not promote any of its products for non-clinical
applications for use in IHDs or assist in the development of such IHDs for IVD
purposes. Nonetheless, QIAGEN may participate in creating a workflow for
non-clinical applications. The Laboratory, at its sole discretion and
responsibility, may later decide to transition this into an IHD workflow,
adhering to the restrictions outlined in Article 5(5) of the IVDR.
The General Data Protection Regulation (GDPR) of the European Union,
imposes restrictions on the transfer, access, use, and disclosure of health and
other personal information. We have implemented the requirements set forth by
the GDPR, which took effect on May 25, 2018. GDPR and other EU data
privacy and security laws impact our business either directly or indirectly. Our
failure to comply with applicable privacy or security laws or significant changes
in these laws could significantly impact our business and future business plans.
For example, we may be subject to regulatory action, fines, or lawsuits in the
event we fail to comply with applicable privacy laws. We may face significant
liability in the event any of the personal information we maintain is lost or
otherwise subject to misuse or other wrongful use, access or disclosure.
Recent publication of the Cyber Resilience Act in the European Official Journal
(20/11/2024) imposes significant cyber security requirements on QIAGEN
products that are not regulated as medical devices (i.e., for non-clinical
applications). Most provisions, such as CE marking and compliance with cyber
security requirements, will become applicable 36 months later (i.e: December
2027). However, reporting requirements will take effect 21 months after the
entry into force (i.e: September 2026).
The Artificial Intelligence (AI) Act (Regulation (EU) 2024/1689 laying down
harmonized rules on artificial intelligence) provides AI developers and
deployers with clear requirements and obligations regarding specific uses of AI.
The EU AI Act was published in the EU Official Journal on July 12, 2024, and
is the first comprehensive horizontal legal framework for the regulation of AI
across the EU. The EU AI Act entered into force on August 1, 2024, and will be
effective from August 2, 2026. QIAGEN devices implementing AI will be
subject to this regulation.
United Kingdom
The U.K.’s withdrawal from the EU has major ramifications for IVD
manufacturers. Among other things, companies now have to follow new
procedures that apply in the U.K., including appointment of a U.K. Responsible
Person rather than relying on European Authorized Representatives, to manage
their compliance efforts in the U.K.
The U.K. Medicine and Healthcare Products Regulatory Agency (MHRA) issued
guidance on how the country will regulate IVDs after January 1, 2021.
According to MHRA, IVDs will require certification in the U.K., which is defined
as England, Scotland and Wales, while companies will still be able to sell tests
in Northern Ireland under existing EU IVD regulations. Under subsequent
amendments to MHRA guidance, MHRA will continue to recognize CE marks
for IVDs certified under the IVD Directive until the earlier of June 30, 2030 or
the expiration of the certificate and for IVDs certified under the IVDR until June
30, 2030. Companies must register with the MHRA before placing IVDs on the
U.K. market. To continue marketing CE marked IVDs in the U.K. once the
designated MHRA recognition period has lapsed, companies selling in the U.K.
will have to obtain a new marking authorization, called a U.K. Conformity
Assessed mark (UKCA), for each IVD product.
United States
In the United States, IVDs are subject to regulation by the FDA as medical
devices to the extent that they are intended for use in the diagnosis, treatment,
mitigation or prevention of disease or other conditions.
Certain types of tests, like some that QIAGEN manufactures and sells in the
United States for non-clinical applications, including those classified for
research use only (RUO), are not subject to the FDA’s premarket review and
controls because QIAGEN does not promote these tests for IVD applications.
Other tests, known as laboratory developed tests (LDTs), which are IVDs that
are designed, manufactured and used within a single, CLIA-certified, clinical
laboratory that meets applicable requirements to perform high-complexity
testing, were historically subject to enforcement discretion and not actively
regulated by the FDA. However, as LDTs have increased in complexity, the FDA
took a risk-based approach to their regulation, while Congress also signaled
interest in clarifying the regulatory landscape for LDTs as stakeholders across
the spectrum expressed a need for regulatory certainty and clear operating
guidelines. Following several years of inaction by Congress on this issue, in
May 2025 the FDA issued a final rule to regulate LDTs under the medical
device framework and to phase out the longstanding enforcement discretion
policy; the final rule became effective on July 5, 2024 and was expected to
begin entering into force against non-exempt “LDT manufacturers” in May
2025.
Following issuance of the LDT final rule, the American Clinical Laboratory
Association (ACLA) and one of its members, as well as the Association for
Molecular Pathology (AMP) and one of its members, filed complaints against
the FDA in the Eastern District of Texas and the Southern District of Texas,
respectively. Both complaints alleged that the agency did not have authority to
promulgate the LDT final rule and sought to vacate the FDA’s action; the two
cases were subsequently consolidated into a single action. On March 31,
2025, the US District Court for the Eastern District of Texas vacated the final
rule in its entirety and remanded the matter to the FDA, holding that the rule
exceeded the agency’s authority under the Federal Food, Drug, and Cosmetic
Act. The agency did not appeal the district court’s decision. As a result, the
phase-in deadlines established by the rule are no longer operative, and in
September 2025 the FDA implemented the court’s vacatur of the final rule with
a formal public notice.
The ACLA vs. FDA court’s decision removes the regulatory burden that the final
rule would have imposed on clinical laboratories had it been upheld. However,
uncertainty remains regarding the future of federal oversight in this area, as
Congress could enact new legislation establishing a statutory framework for
regulating all IVDs, including LDTs. Affected stakeholders continue to press for a
comprehensive legislative solution to create a harmonized paradigm for
oversight of LDTs by both the FDA and CMS.
QIAGEN cannot design, manufacture or use LDTs. However, laboratories can
lawfully use QIAGEN's products, such as those for non-clinical applications,
IVDs, enzymes, or oligos, to create their own LDT workflows.
Medical devices, including IVDs, are classified into one of three classes
depending on the controls deemed by the FDA to be necessary to reasonably
assure their safety and effectiveness. Class I devices are generally exempt from
premarket review and are subject to general controls, including adherence to
the FDA’s Quality System Regulation (QSR), which describes device-specific
current good manufacturing practices and was recently replaced with the
Quality Management System Regulation (QMSR), described below, as well as
regulations requiring facility registration and product listing, reporting of
adverse medical events, and appropriate, truthful and non-misleading labeling,
advertising and promotional materials. Class II devices are generally subject to
premarket notification (or 510(k) clearance), general controls and special
controls, including performance standards, post-market surveillance, patient
registries or FDA guidance documents describing device-specific special
controls. Class III devices are subject to most of the previously identified
requirements as well as to premarket approval (PMA). The payment of a user
fee, which is typically adjusted annually, to the FDA is usually required upon
filing a premarket submission (e.g., premarket notification, premarket approval
application, or De Novo classification request) for FDA review.
On January 31, 2024, the FDA issued a final rule amending the device current
good manufacturing practice (CGMP) requirements of the QSR under 21 CFR
820 to align more closely with the international consensus standard for Quality
Management Systems for medical devices (ISO 13485:2016) used by many
other global regulatory authorities. The QMSR final rule took effect on February
2, 2026, two years after publication. The QMSR incorporates ISO
13485:2016 by reference and maintains certain FDA requirements from the
QSR related to record keeping and medical device reporting. As QIAGEN’s
QMS is already certified to ISO 13485:2016, the change will have minimal
impact; QIAGEN has completed a gap analysis and is progressing towards
implementation of identified actions.
510(k) Premarket Notification
A 510(k) premarket notification requires the sponsor to demonstrate that a
medical device is substantially equivalent to another device, termed a
“predicate device,” that is legally marketed in the United States and is not
subject to premarket approval. A device is substantially equivalent to a
predicate device if its intended use(s), performance, safety and technological
characteristics are similar to those of the predicate; or has a similar intended
use but different technological characteristics, where the information submitted
to the FDA does not raise new questions of safety and effectiveness and
demonstrates that the device is at least as safe and effective as the legally
marketed device.
If the FDA determines that the device (1) is not substantially equivalent to a
predicate device, (2) has a new intended use compared to the identified
predicate, (3) has different technological characteristics that raise different
questions of safety and effectiveness, or (4) has new indications for use or
technological characteristics and required performance data were not
provided, it will issue a “Not Substantially Equivalent” (NSE) determination. If
the FDA determines that the applicant’s device is substantially equivalent to the
identified predicate device(s), the agency will issue a 510(k) clearance letter
that authorizes commercial marketing of the device for one or more specific
indications for use.
De Novo Classification
If a previously unclassified new medical device does not qualify for the 510(k)
premarket notification process because no predicate device to which it is
substantially equivalent can be identified, the device is automatically classified
into Class III. However, if such a device would be considered low or moderate
risk (in other words, it does not rise to the level of requiring the approval of a
PMA), it may be eligible for the De Novo classification process. The De Novo
classification process allows a device developer to request that the novel
medical device be reclassified as either a Class I or Class II device, rather than
having it regulated as a high risk Class III device subject to the PMA
requirements. If the manufacturer seeks reclassification into Class II, the
classification request must include a draft proposal for special controls that are
necessary to provide a reasonable assurance of the safety and effectiveness of
the medical device.
Premarket Approval
The PMA process is more complex, costly and time consuming than either the
510(k) process or the De Novo classification process. A PMA must be
supported by more detailed and comprehensive scientific evidence, including
clinical data, to demonstrate the safety and efficacy of the medical device for its
intended purpose. A clinical trial involving a “significant risk” device may not
begin until the sponsor submits an investigational device exemption (IDE)
application to the FDA and obtains approval to begin the trial.
After the PMA is submitted, the FDA has 45 days to make a threshold
determination that the PMA is sufficiently complete to permit a substantive
review. If the PMA is complete, the FDA will file the PMA and begin the
substantive review process. The FDA is subject to a performance goal review
time for a PMA that is 180 days from the date of filing, although in practice this
review time is longer. Questions from the FDA, requests for additional data and
referrals to advisory committees may delay the process considerably. The total
process may take several years and there is no guarantee that the PMA will
ever be approved. Even if approved, the FDA may limit the indications for
which the device may be marketed. The FDA may also request additional
clinical data as a condition of approval or after the PMA is approved. Any
changes to the medical device may require a supplemental PMA to be
submitted and approved before the modified device may be marketed.
Any products manufactured and sold by us pursuant to FDA clearances or
approvals will be subject to pervasive and continuing regulation by the FDA,
including quality system requirements, record-keeping requirements, reporting
of adverse experiences with the use of the device and restrictions on the
advertising and promotion of our products. Device manufacturers are required
to register their establishments and list their devices with the FDA and are
subject to periodic inspections by the FDA and certain state agencies.
Noncompliance with applicable FDA requirements can result in, among other
things, warning letters, fines, injunctions, civil penalties, recalls or seizures of
products, total or partial suspension of production, refusal of the FDA to grant
for new devices, withdrawal of existing marketing authorizations and criminal
prosecution.
Regulation of Companion Diagnostic Devices
If a sponsor or the FDA believes that a diagnostic test is essential for the safe
and effective use of a corresponding therapeutic product, the sponsor of the
therapeutic product will typically work with a collaborator to develop an in vitro
companion diagnostic device. The FDA defines an IVD companion diagnostic
device as a device that provides information that is essential for the safe and
effective use of a corresponding therapeutic product.
The FDA has also introduced the concept of complementary diagnostics that are
distinct from companion diagnostics because they provide additional
information about how a drug is used or identify patients who are likely to
derive the greatest benefit from therapy without being required for the safe and
effective use of that drug. The FDA has not yet provided much guidance on the
regulation and use of complementary diagnostics, but several have been
approved.
The FDA applies a risk-based approach to determine the regulatory pathway
for IVD companion diagnostic devices, as it does with all medical devices. This
means that the regulatory pathway will depend on the level of risk to patients,
based on the intended use of the IVD companion diagnostic device and the
controls necessary to provide a reasonable assurance of safety and
effectiveness.
We expect that any IVD companion diagnostic device that we develop will
utilize the PMA pathway and that a clinical trial performed under an IDE will
have to be completed before the PMA may be submitted. On 25 November
2025, FDA formally proposed down-classifying nucleic acid-based test systems
for use with a corresponding approved oncology therapeutic product. When
finalized (expected in 2026), many QIAGEN companion-diagnostic devices
will be able to use the 510(k) or de Novo pathways instead of the PMA
pathway. Clinical studies will still be required, some requiring an IDE where the
risk level of the study is more than minimal.
The FDA expects that the therapeutic sponsor will address the need for an IVD
companion diagnostic device in its therapeutic product development plan and
that, in most cases, the therapeutic product and its corresponding IVD
companion diagnostic device will be developed contemporaneously. If the
companion diagnostic test will be used to make critical treatment decisions such
as patient selection, treatment assignment, or treatment arm, it will likely be
considered a significant risk device for which a clinical trial will be required.
The sponsor of the IVD companion diagnostic device will be required to comply
with the FDA’s IDE requirements that apply to clinical trials of significant risk
devices. If the diagnostic test and the therapeutic drug are studied together to
support their respective approvals, the clinical trial must meet both the IDE and
IND requirements.
Products Intended for Non-clinical Use
Some products manufactured by QIAGEN are intended for non-clinical use.
These may include products intended for use in discovering and developing
medical knowledge related to human disease and conditions and products for
molecular research, genotyping, forensic and human identity testing, food and
animal feed safety and quality testing, cancer research, microbiological
research and animal pathogen research. They are not intended to produce
results for clinical use and are not themselves the object of the research. These
products do not have medical purpose and thus they are not considered
medical devices under FDA regulations.
A subset of products intended for non-clinical use are those that are sold for
research purposes and are therefore labeled “For Research Use Only” (RUO).
RUO refers to devices that are in the laboratory phase of development or are
intended only for non-clinical research purposes with goals other than the
development of a commercial IVD product, while investigational use only, or
IUO, refers to devices that are in the product testing phase of development.
These types of devices are exempt from most regulatory controls pursuant to
long-standing FDA guidance on RUO/IUO diagnostics (refer to “Distribution of
In Vitro Diagnostic Products Labeled for Research Use Only or Investigational
Use Only. Guidance for Industry and Food and Drug Administration Staff”,
issued November 25, 2013).
The other products intended for non-clinical use are referred to by QIAGEN as
“for molecular biology applications” or more recently directly as “for non-
clinical applications” (mainly instruments).
Because QIAGEN does not promote non-clinical use products for IVD purposes,
we believe that these products are exempt from the FDA’s premarket review
and other requirements. If the FDA were to disagree with our designation of
any of these products, we could be forced to stop selling the product until we
obtain appropriate regulatory clearance or approval.
Further, it is possible that some of our products intended for non-clinical use
may be lawfully used by some laboratories in their LDTs, which they may then
develop, validate and use for IVD purposes. QIAGEN does not promote any
products for non-clinical applications for use in LDTs or assist in the
development of such LDTs for IVD purposes.
HIPAA and Other Privacy and Security Laws
The Health Insurance Portability and Accountability Act of 1996 (HIPAA)
established comprehensive federal standards for the privacy and security of
health information. The HIPAA standards apply to health plans, healthcare
clearing houses, and healthcare providers that conduct certain healthcare
transactions electronically (Covered Entities), as well as individuals or entities
that perform services for them involving the use, or disclosure of, individually
identifiable health information or "protected health information" (PHI) under
HIPAA. Such service providers are called "Business Associates." Title II of
HIPAA, the Administrative Simplification Act, contains provisions that address
the privacy of health data, the security of health data, the standardization of
identifying numbers used in the healthcare system and the standardization of
certain healthcare transactions. The privacy regulations protect medical records
and other PHI by limiting their use and release, giving patients the right to
access their medical records and limiting most disclosures of health information
to the minimum amount necessary to accomplish an intended purpose. The
HIPAA security standards require the adoption of administrative, physical, and
technical safeguards and the adoption of written security policies and
procedures to maintain the security of PHI.
Congress subsequently enacted Subtitle D of the Health Information Technology
for Economic and Clinical Health Act (HITECH) provisions of the American
Recovery and Reinvestment Act of 2009. HITECH expanded and strengthened
HIPAA, created new targets for enforcement, imposed new penalties for
noncompliance and established new breach notification requirements for
Covered Entities and Business Associates.
Under HITECH's breach notification requirements, Covered Entities must report
breaches of PHI that has not been encrypted or otherwise secured. Required
breach notices must be made as soon as is reasonably practicable, but no later
than 60 days following discovery of the breach. Reports must be made to
affected individuals and to the Secretary and, in some cases depending on the
size of the breach, they must be reported through local and national media.
Breach reports can lead to investigation, enforcement and civil litigation,
including class action lawsuits.
Our Redwood City entity serves in some cases as a Business Associate to
customers who are subject to the HIPAA regulations. In this capacity, we
maintain an active compliance program that is designed to identify security
incidents and other issues in a timely fashion and enable us to remediate,
mitigate harm or report if required by law. We are subject to prosecution and/
or administrative enforcement and increased civil and criminal penalties for
non-compliance, including a four-tiered system of monetary penalties adopted
under HITECH. We are also subject to enforcement by state attorneys general
who were given authority to enforce HIPAA under HITECH. To avoid penalties
under the HITECH breach notification provisions, we must ensure that breaches
of PHI are promptly detected and reported within the company, so that we can
make all required notifications on a timely basis. However, even if we make
required reports on a timely basis, we may still be subject to penalties for the
underlying breach.
California has also adopted the California Consumer Privacy Act of 2018, or
CCPA, which took effect on January 1, 2020 and became enforceable by the
state attorney general on July 1, 2020. The CCPA established a new privacy
framework for covered businesses by creating an expanded definition of
personal information, establishing new data privacy rights for consumers in the
State of California, imposing special rules on the collection of consumer data
from minors, and creating a new and potentially severe statutory damages
framework for violations of the CCPA and for businesses that fail to implement
reasonable security procedures and practices to prevent data breaches.
The regulations issued under the CCPA have been modified several times.
Additionally, the California Privacy Rights Act, or CPRA, was approved by
California voters in the November 2020 election. The CPRA imposes additional
data protection obligations on companies doing business in California,
including additional consumer rights processes, limitations on data uses, new
audit requirements for higher risk data, and opt outs for certain uses of sensitive
data. It also created a new California data protection agency authorized to
issue substantive regulations and could result in increased privacy and
information security enforcement. The majority of the provisions became
effective on January 1, 2023. There are also several federal privacy proposals
under consideration in Congress in 2026, and if passed, such laws may have
potentially conflicting requirements that would make compliance challenging.
Many states have also implemented genetic testing and privacy laws imposing
specific patient consent requirements and protecting test results by strictly
limiting the disclosure of those results. State requirements are particularly
stringent regarding predictive genetic tests, due to the risk of genetic
discrimination against healthy patients identified through testing as being at a
high risk for disease. We believe that we have taken the steps required of us to
comply with health information privacy and security statutes and regulations,
including genetic testing and genetic information privacy laws in all
jurisdictions, both state and federal. However, these laws constantly change,
and we may not be able to maintain compliance in all jurisdictions where we
do business. Failure to maintain compliance, or changes in state or federal laws
regarding privacy or security could result in civil and/or criminal penalties,
significant reputational damage and could have a material adverse effect on
our business.
Cyber Security and Artificial Intelligence
The FDA has recently published new guidances for industry to regulate
significant aspects of cyber security and artificial intelligence and more are
expected to come at the time of closing this report. QIAGEN is taking measures
to update either standalone software or software driving IVD instruments to fulfill
the most recent requirements.
Additionally, we are subject to emerging regulations and guidelines with
respect to other activities, including operational use of artificial intelligence (AI)
tools. AI is increasingly shaping industries worldwide, including Life Sciences
and healthcare. AI innovation introduces risks and challenges that could impact
our business in a variety of ways unrelated to FDA’s oversight of cyber devices. 
Potential risks include breaches of confidentiality and privacy obligations,
noncompliance with emerging laws and regulations, threats to intellectual
property rights, including not only the leakage of our proprietary information
but also the risk that AI-generated outputs may infringe third-party intellectual
property rights, and the misuse of personally identifiable information or PHI. In
the United States, more than thirty states regulate AI or are considering
proposed legislation that would regulate AI and its use in healthcare, including
California, Texas, and Massachusetts. Generally, such regulations aim to
protect individuals such as consumers, employees, and/or job applicants from
bias, discrimination, and invasion of privacy and to promote transparency with
respect to use of AI by companies.
The U.S. Federal Trade Commission (FTC) also recently published guidance for
companies selling genetic testing products on securing DNA data and outlined
enforcement priorities, anticipating close monitoring of genetic testing
companies’ use of AI, including DNA algorithms. The FTC guidance instructs
companies to safeguard consumers from potential detrimental effects of AI
usage such as bias, invasion of privacy, and accuracy; notes that protection of
genetic data is FTC’s top priority; and reminds companies to prepare notices
regarding their collection, use, and disclosure of genetic information and to
consider affirmative express consent requirements.
U.S. Fraud and Abuse Laws and Other Healthcare Regulations
A variety of state and federal laws prohibit fraud and abuse involving state and
federal healthcare programs, as well as commercial insurers. These laws are
interpreted broadly and enforced aggressively by various federal and state
agencies, including the Centers for Medicare & Medicaid Services (CMS), the
Department of Justice (DOJ), and the Office of Inspector General for the U.S.
Department of Health and Human Services (OIG). The Company seeks to
conduct its business in compliance with all applicable federal and state laws.
State and federal fraud and abuse laws may be interpreted and applied
differently, and arrangements and business practices could be subject to
scrutiny under them by federal or state enforcement agencies. Sanctions for
violations of these laws could result in a wide range of penalties, including but
not limited to significant criminal sanctions and civil fines, among other
penalties.
The Anti-Kickback Statute
The federal Anti-Kickback Statute (AKS) is a criminal statute that prohibits, in
pertinent part, persons from knowingly and willfully soliciting, receiving,
offering or paying remuneration, directly or indirectly, in cash or in kind, in
exchange for or to induce a person:
• To refer an individual to a person for the furnishing or arranging for the
furnishing of any item or service for which payment may be made by federal
healthcare programs; or
• To purchase, lease, order, or arrange for or recommend purchasing, leasing,
or ordering, any good, facility, service, or item for which payment may be
made by a federal healthcare program.
A person or entity does not need to have actual knowledge of the AKS or
specific intent to violate it to have committed a violation. Recognizing that the
AKS is broad and potentially applies to innocuous or beneficial arrangements,
the OIG issued regulations, commonly known as “safe harbors,” which set forth
certain requirements that, if fully met, insulate a given arrangement or conduct
from prosecution under the AKS. The AKS also has statutory exceptions that
provide protection similar to that of safe harbors. If, however, an arrangement
does not meet every requirement of an exception or safe harbor, the
arrangement does not necessarily violate the AKS. A facts-and-circumstances
analysis is necessary to determine AKS compliance or lack thereof. Potential
statutory penalties for violating the AKS include imprisonment and criminal
fines. In addition, through application of other laws, conduct that violates the
AKS can give rise to civil monetary penalties and possible exclusion from
participation in Medicare, Medicaid, and other federal healthcare programs.
Claims including items or services resulting from a violation of the AKS also
constitute a false or fraudulent claim for purposes of the False Claims Act.
In addition to the federal AKS, many states have their own anti-kickback laws.
Often, these laws closely follow the language of the federal law, although they
do not always have the same scope, exceptions, safe harbors or sanctions. In
some states, these anti-kickback laws apply to both state healthcare programs
and commercial insurers. The penalties for violating state anti-kickback
provisions can be severe, including criminal and civil penalties (including
penalties under the state false claims law), imprisonment, and exclusion from
state healthcare programs.
The False Claims Act
The federal False Claims Act (FCA) imposes civil liability on any person or
entity that, among other things, knowingly presents, or causes to be presented,
to the federal government, claims for payment that are false or fraudulent;
knowingly makes, uses, or causes to be made or used, a false statement or
record material to a false or fraudulent claim or obligation to pay or transmit
money or property to the federal government; or knowingly conceals or
knowingly and improperly avoids or decreases an obligation to pay money to
the federal government. The FCA also prohibits the knowing retention of
overpayments (sometimes referred to as “reverse false claims”).
In addition, the FCA permits a private individual acting as a
“whistleblower” (also referred to as a “relator”) to bring FCA actions on behalf
of the federal government under the statute’s qui tam provisions, and to share in
any monetary recovery. The federal government may elect or decline to
intervene in such matters, but if the government declines intervention, the
whistleblower may still proceed with the litigation on the government’s behalf.
Penalties for violating the FCA include payment of up to three times the actual
damages sustained by the government, plus substantial per-claim statutory
penalties, as well as possible exclusion from participation in federal healthcare
programs.
Various states have enacted similar laws modeled after the FCA that apply to
items and services reimbursed under Medicaid and other state healthcare
programs, and, in several states, such laws apply to claims submitted to any
payor, including commercial insurers.
There is also a federal criminal false claims statute that prohibits, in pertinent
part, the making or presentation of a false claim, knowing such claim to be
false, to any person or officer in the civil, military, or naval service or any
department or agency thereof. Potential penalties for violating this statute
include fines or imprisonment.
Healthcare Fraud and False Statements
The federal healthcare fraud statute criminalizes, in pertinent part, knowingly
and willfully defrauding a healthcare benefit program, which is defined to
include commercial insurers. A violation of this statute may result in fines,
imprisonment, or exclusion from participation in federal healthcare programs.
The federal criminal statute prohibiting false statements relating to healthcare
matters prohibits, in pertinent part, knowingly and willfully (i) falsifying,
concealing, or covering up a material fact, or (ii) making a materially false,
fictitious, or fraudulent statement or representation, or making or using any
materially false writing or document knowing that writing or document to
contain any materially false, fictitious, or fraudulent statements, in connection
with the delivery of or payment for healthcare benefits, items, or services. This
statute also applies to healthcare benefit programs. A violation of this statute
may result in fines or imprisonment.
Civil Monetary Penalties Law
The federal Civil Monetary Penalties Law (CMP Law) prohibits, among other
things, (1) the offering or transfer of remuneration to a beneficiary of Medicare
or a state healthcare program if the person knows or should know it is likely to
influence the beneficiary’s selection of a particular provider, practitioner, or
supplier of services reimbursable by Medicare or a state healthcare program,
unless an exception applies; (2) employing or contracting with an individual or
entity that the provider knows or should know is excluded from participation in
a federal healthcare program; (3) billing for services requested by an
unlicensed physician or an excluded provider; and (4) billing for medically
unnecessary services. The potential penalties for violating the CMP Law include
exclusion from participation in federal healthcare programs, substantial fines,
and payment of up to three times the amount billed, depending on the nature of
the offense.
Physician Payments Sunshine Act
The federal Physician Payments Sunshine Act (Sunshine Act) imposes reporting
requirements on manufacturers of certain devices, drugs, biologics, and
medical supplies for which payment is available under Medicare, Medicaid, or
the Children’s Health Insurance Program (CHIP), with certain exceptions.
Manufacturers to which the Sunshine Act applies must collect and report
annually certain data on certain payments and transfers of value by them (and
in some cases their distributors) to physicians, teaching hospitals, and certain
advanced non-physician healthcare practitioners, as well as ownership and
investment interests held by physicians and their immediate family members.
The reporting program (known as the Open Payments program) is administered
by CMS.
There are also an increasing number of state “sunshine” laws that require
manufacturers to provide reports to state governments on pricing and marketing
information. Several states have enacted legislation requiring manufacturers,
including medical device companies to, among other things, establish
marketing compliance programs, file periodic reports with the state, make
periodic public disclosures on sales and marketing activities, and to prohibit or
limit certain other sales and marketing practices.
Failure to comply with the Sunshine Act or state equivalents could result in civil
monetary penalties, among other sanctions, depending upon the nature of the
violation.
Foreign Corrupt Practices Act
Despite extensive procedures to ensure compliance, we may also be exposed
to liabilities under the U.S. Foreign Corrupt Practices Act (FCPA), which
generally prohibits companies and their intermediaries from making corrupt
payments to foreign officials for the purpose of obtaining or maintaining
business or otherwise obtaining favorable treatment, and requires companies to
maintain adequate record-keeping and internal accounting practices to
accurately reflect the transactions of the company. We are also subject to a
number of other laws and regulations relating to money laundering,
international money transfers and electronic fund transfers. These laws apply to
companies, individual directors, officers, employees and agents.
Environment, Health and Safety
We are subject to laws and regulations related to the protection of the
environment, the health and safety of our employees and the handling,
transportation and disposal of medical specimens, infectious and hazardous
waste and radioactive materials. For example, the U.S. Occupational Safety
and Health Administration (OSHA) has established extensive requirements
relating specifically to workplace safety for healthcare employers in the United
States. This includes requirements to develop and implement multi-faceted
programs to protect workers from exposure to blood-borne pathogens, such as
HIV and hepatitis B and C, including preventing or minimizing any exposure
through needle stick injuries. For purposes of transportation, some biological
materials and laboratory supplies are classified as hazardous materials and are
subject to regulation by one or more of the following agencies: the U.S.
Department of Transportation, the U.S. Public Health Service, the U.S. Postal
Service and the International Air Transport Association. The U.S. Environmental
Protection Agency (EPA) has also promulgated regulations setting forth
importation, labelling, and registration requirements, among others, which may
apply to certain products and/or establishments of the company.
Rest of the World Regulation
In addition to regulations in the United States and the EU, we are subject to a
variety of regulations governing clinical studies and commercial sales and
distribution of molecular testing instruments, consumables and digital solutions
in other jurisdictions around the world. These laws and regulations typically
require the licensing of manufacturing facilities, as well as controlled research,
testing and governmental authorization of product candidates. Additionally,
they may require adherence to good manufacturing, clinical and laboratory
practices.
We must obtain marketing authorization from regulatory authorities in all
countries where we distribute our products. The requirements governing the
conduct of product authorization, pricing and reimbursement vary greatly from
country to country. If we fail to comply with applicable regulatory requirements,
we may be subject to, among other things, fines, suspension or withdrawal of
regulatory authorizations, product recalls, seizure of products, operating
restrictions, or criminal prosecution.
Reimbursement
United States
In the United States, payments for diagnostic tests come from several sources,
including commercial insurers (which might include health maintenance
organizations and preferred provider organizations); government healthcare
programs (such as Medicare or Medicaid); and, in many cases, the patients
themselves. For many years, federal and state governments in the United States
have pursued methods to reduce the cost of healthcare delivery. For example,
in 2010, the United States enacted major healthcare reform legislation known
as the Patient Protection and Affordable Care Act (ACA). Such changes have
had, and are expected to continue to have, an impact on our business.
In addition, in August 2011, the Budget Control Act of 2011, among other
things, created measures for spending reductions by Congress. A Joint Select
Committee on Deficit Reduction, tasked with recommending a targeted deficit
reduction of at least $1.2 trillion for the years 2013 through 2021, was unable
to reach required goals, thereby triggering the legislation’s automatic reduction
to several government programs. This includes aggregate reductions of
Medicare payments to providers up to 2% per fiscal year, and, due to
subsequent legislative amendments, will remain in effect through 2032 unless
additional Congressional action is taken.
We frequently identify value propositions on our products and communicate
them to payors, providers, and patient stakeholders and attempt to positively
impact coverage, coding and payment pathways. However, we have no direct
control over payor decisions with respect to coverage and payment levels for
our products. The manner and level of reimbursement may depend on the site
of care, the procedure(s) performed, the final patient diagnosis, the device(s)
and/or drug(s) utilized, the available budget, or a combination of these factors,
and coverage and payment levels are determined at each payor’s discretion.
Changes in reimbursement levels or methods may positively or negatively affect
sales of our products in any given country for any given product. At QIAGEN,
we work with several specialized reimbursement consulting companies and
maintain regular contact with payors.
As government programs seek to expand healthcare coverage for their citizens,
they have at the same time sought to control costs by limiting the amount of
reimbursement they will pay for particular procedures, products or services.
Many third-party payors have developed payment and delivery mechanisms to
support cost control efforts and to focus on paying for quality. Such mechanisms
include payment reductions, pay-for-performance metrics, quality-based
performance payments, restrictive coverage policies, studies to compare
effectiveness and patient outcomes, and technology assessments. These
changes have increased emphasis on the delivery of more cost-effective and
quality-driven healthcare.
Code Assignment
In the United States, a third-party payor's decisions regarding coverage and
payment are impacted, in large part, by the specific Current Procedural
Terminology (CPT) code used to identify a test. The American Medical
Association (AMA) publishes the CPT, which identifies codes, along with
descriptions, for reporting medical services and procedures. The purpose of the
CPT is to provide a uniform language that accurately describes medical,
surgical, and diagnostic services and thereby to ensure reliable nationwide
communication among healthcare providers, patients, and third-party payors.
CMS uses its own Healthcare Common Procedure Coding System (HCPCS)
codes for medical billing and reimbursement purposes. Level I HCPCS codes
are comprised of current CPT codes, while Level II HCPCS codes primarily
represent non-physician services and Level III HCPCS codes are local codes
developed by Medicaid agencies, Medicare contractors and commercial
insurers. Proprietary Laboratory Analyses (PLA) Codes are an addition to the
CPT® code set approved by the AMA CPT® Editorial Panel. They are alpha-
numeric CPT codes with a corresponding descriptor for laboratories or
manufacturers that want to more specifically identify their test.
A manufacturer of in vitro diagnostic kits or a provider of laboratory services
may request establishment of a Category I CPT code for a new product or a
PLA Code or both. In addition, Z-Code identifiers are unique five-character
alphanumeric codes associated with a specific molecular diagnostic test. When
a claim is submitted to a payor for molecular diagnostic testing, it includes the
associated CPT code and, if required, the applicable Z-Code identifier.
Assignment of a specific CPT code can facilitate but does not guarantee routine
processing and payment for a diagnostic test by both commercial insurers and
government payors.
The AMA has specific procedures for establishing a new CPT code and, if
appropriate, for modifying existing nomenclature to incorporate a new test into
an existing code. If the AMA concludes that a new code or modification of
nomenclature is unnecessary, the AMA will inform the requestor how to use one
or more existing codes to report the test.
While the AMA's decision is pending, billing and collection may be sought
under an existing, non-specific CPT code (among other existing CPT codes). A
manufacturer or provider may also decide not to request assignment of a CPT
code and instead use an existing, non-specific (or other) CPT code (or codes)
for reimbursement purposes. However, use of non-specific codes may result in
more frequent denials and/or requests for supporting clinical documentation
from the third-party payor and in lower reimbursement rates, which may vary
based on geographical location.
CMS reimbursement rates for clinical diagnostic tests are defined by CPT and
HCPCS codes in the Clinical Laboratory Fee Schedule (CLFS). In 2012, the
AMA added 127 new CPT codes for molecular pathology services that became
effective on January 1, 2013. These new CPT codes are biomarker specific and
were designed to replace the previous methodology of billing for molecular
pathology testing, which involved “stacking” a series of non-biomarker-specific
CPT codes together to describe the testing performed. CMS issued final national
reimbursement amounts for the new CPT codes in November 2013. These
federal reimbursement amounts are widely acknowledged to be lower than the
reimbursement obtained by the now outdated “stacking” method, but
commercial insurers and Medicare contractors are still in the process of
solidifying their coverage and reimbursement policies for the testing described
by these new CPT codes.
As of January 1, 2018, in accordance with the Protecting Access to Medicare
Act of 2014 (PAMA), applicable laboratories are required to report to CMS
commercial insurer payment rates and volumes for their tests. CMS uses the
data reported and the HCPCS code associated with the test to calculate a
weighted median payment rate for each test, which is used to establish revised
Medicare CLFS reimbursement rates for certain clinical diagnostic laboratory
tests (CDLTs), subject to certain phase-in limits. For a CDLT that is assigned a
new or substantially revised CPT code, the initial payment rate is assigned
using the gap-fill methodology.
If the test at issue falls into the category of new advanced diagnostic laboratory
test (ADLT) instead of CDLT, the test will be paid based on an actual list charge
for an initial period of three quarters, before being shifted to the weighted
median commercial insurer rate reported by the laboratory performing the
ADLT. Laboratories offering ADLTs are subject to recoupment if the actual list
charge exceeds the weighted median private payor rate by a certain amount.
Since December 2019, Congress has passed a series of laws to modify
PAMA’s statutory requirements related to the data reporting period and phase-
in of payment reductions under the CLFS for CDLTs that are not ADLTs. Most
recently, the Consolidated Appropriations Act of 2026 (Pub. L. 119-75,
enacted February 3, 2026) further delayed the reporting requirement as well as
the application of the 15 percent phase-in reduction. Under these statutory
provisions, the next data reporting period for CDLTs that are not ADLTs will be
May 1, 2026 through July 31, 2026, and will be based on the most recent
data collection period of January 1, 2025 through June 30, 2025. After this
data reporting period, the three-year data reporting cycle for these tests will
resume (e.g., 2029, 2032, etc.).
This same series of laws passed since December 2019 also modified the phase-
in of payment reductions resulting from private payor rate implementation so
that a 0.0 percent reduction limit was applied for calendar years 2021 through
2026, as compared to the payment amounts for a test the preceding year. The
Consolidated Appropriations Act of 2026  further applied a 0.0 reduction limit
for calendar year 2026. As a result, payment may not be reduced by more
than 15 percent per year for calendar years 2027, 2028, and 2029, as
compared to the payment amount established for a test the prior year.
CMS’s methodology under PAMA (as well as the willingness of commercial
insurers to recognize the value of diagnostic testing and pay for that testing
accordingly) renders commercial insurer payment levels even more significant.
This calculation methodology has resulted in significant reductions in
reimbursement, even though CMS imposed caps on those reductions. Given the
many uncertainties built into PAMA’s price-setting process, it is difficult to
predict how payments made by CMS under the CLFS may change from year to
year.
Coverage Decisions
When deciding whether to cover a particular diagnostic test, third-party payors
generally consider whether the test is a medically necessary and, if so, whether
the test will directly impact clinical decision making. For coverage, the testing
method should be considered scientifically valid to identify the specific gene
biomarker or gene mutation, and must have been demonstrated to improve
clinical outcomes for the patient’s condition. Coverage of a drug therapy and
its companion diagnostic for cancer treatment indications may be validated by
a NCCN category 1, 2A or 2B recommendation. However, most third-party
payors do not cover experimental services. Coverage determinations are often
influenced by current standards of practice and clinical data, particularly at the
local level. CMS has the authority to make coverage determinations on a
national basis, but most Medicare coverage decisions are made at the local
level by contractors that administer the Medicare program in specified
geographic areas. Commercial insurers and government payors have separate
processes for making coverage determinations, and commercial insurers may or
may not follow Medicare's coverage decisions. If a third-party payor has a
coverage determination in place for a particular diagnostic test, billing for that
test must comply with the established policy. Otherwise, the third-party payor
makes reimbursement decisions on a case-by-case basis.
Payment
Payment for covered diagnostic tests is determined based on various
methodologies, including prospective payment systems and fee schedules. In
addition, commercial insurers may negotiate contractual rates with participating
providers, establish fee schedule rates, or set rates as a percentage of the billed
charge. Diagnostic tests furnished to Medicare inpatients generally are included
in the bundled payment made to the hospital under Medicare's Inpatient
Prospective Payment System, utilizing Diagnosis Related Groups (DRGs)
depending on the patient’s condition. Payment rates for diagnostic tests
furnished to Medicare beneficiaries in outpatient settings are the lesser of the
amount billed, the local fee for a geographic area, or a national limit. Each
year, the fee schedule is updated for inflation and could be modified by
Congress in accordance with the CLFS rules and provisions. Medicaid
programs generally pay for diagnostic tests based on a fee schedule, but
reimbursement varies by geographic region.
European Union
In the European Union, the reimbursement mechanisms used by private and
public health insurers vary by country. For the public systems, reimbursement is
determined by guidelines established by the legislator or responsible national
authority. As elsewhere, inclusion in reimbursement catalogues focuses on the
medical usefulness, need, quality and economic benefits to patients and the
healthcare system. Acceptance for reimbursement comes with cost, use and
often volume restrictions which, again, can vary by country.
There are currently no limitations, either under the laws of the Netherlands or in
our Articles of Association, to the rights of shareholders from outside the
Netherlands to hold or vote Common Shares. Under current foreign exchange
regulations in the Netherlands, there are no material limitations on the amount
of cash payments that we may remit to residents of foreign countries.
Documents referred to in this Annual Report may be inspected at our principal
executive office located at Hulsterweg 82, 5912 PL Venlo, The Netherlands.
We file reports, including annual reports on Form 20-F, furnish periodic reports
on Form 6-K and other information with the SEC, pursuant to the rules and
regulations of the SEC that apply to foreign private issuers. The SEC maintains
an Internet site at www.sec.gov that contains reports, proxy and information
statements, and other information regarding issuers that file electronically with
the SEC, from which the public may obtain any materials the company files with
the SEC. The address of the SEC’s website is provided solely for information
purposes and is not intended to be an active link. We file our IFRS annual
report (in accordance with EU-IFRS and Dutch law) with the AFM, including the
register that the AFM maintains.
Disclosure Controls and Procedures
Our Managing Directors, with the assistance of other members of management,
performed an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as that term is defined in Rules 13a-15(e)
and 15d-15(e) of the Securities Exchange Act of 1934, as amended, within 90
days of the date of this Annual Report. Based on that evaluation, they
concluded that, as of December 31, 2025, our disclosure controls and
procedures were effective to ensure that information required to be disclosed by
us in the reports that we file or submit under the Exchange Act: (1) is recorded,
processed, summarized and reported within the time periods specified in the
SEC’s rules and forms, and (2) is accumulated and communicated to our
management, including our Managing Directors, as appropriate to allow timely
decisions regarding required disclosure.
There are inherent limitations to the effectiveness of any system of disclosure
controls and procedures, no matter how well designed, such as the possibility
of human error and the circumvention or overriding of the controls and
procedures. Therefore, even those systems determined to be effective may not
prevent or detect misstatements and can provide only reasonable assurance of
achieving their control objectives. In addition, any determination of
effectiveness of controls is not a projection of any effectiveness of those controls
to future periods, as those controls may become inadequate because of
changes in conditions or that the degree of compliance with the policies or
procedures may deteriorate.
Report of Management on Internal Control over Financial
Reporting
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rules 13a-15(f) and
15d-15(f) under the Securities Exchange Act of 1934, as amended. The
Company’s system of internal controls over financial reporting is designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of the consolidated financial statements in accordance with
generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may
not prevent or detect misstatements and, even when determined to be effective,
can provide only reasonable assurance with respect to financial statement
preparation and presentation. Projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate
because of changes in conditions or that the degree of compliance with the
policies or procedures may deteriorate.
Our management assessed the effectiveness of the Company’s internal control
over financial reporting as of December 31, 2025. In making this assessment,
management used the criteria set forth in 2013 by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in the Internal Control-
Integrated Framework.
Based on our assessment under the COSO Internal Control-Integrated
Framework, management believes that, as of December 31, 2025, our internal
control over financial reporting is effective. Management’s assessment of and
conclusion on the effectiveness of internal control over financial reporting did
not include the internal controls of Parse Biosciences, Inc. which is included in
the 2025 consolidated financial statements of QIAGEN N.V. and Subsidiaries
and constituted 4.55% of total assets as of December 31, 2025 and 0.33% of
revenues for the year then ended.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting
during 2025 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
Internal Control over Non-Financial Reporting
We have implemented internal controls over non-financial information, namely
sustainability reporting, based on the Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in 2013. We continue to implement improvements in our
internal controls over non-financial reporting.
EU Taxonomy
Under the Green Deal, the European Union is striving for a green transition of
its economy. The deal calls for sustainable growth by mitigating climate
change, protecting the environment and preserving biodiversity. To help reach
its goal of climate neutrality by 2050, the European Union aims to redirect
capital flows toward sustainable investments and projects.
The Taxonomy-Regulation is part of the EU Action Plan on Sustainable Finance
and contains a classification system for environmentally sustainable business
activities. Under the Regulation’s disclosure obligations, companies will be
required to disclose their share of Taxonomy-eligible and -aligned activities.
This will increase transparency and allow investors to make decisions according
to sustainability aspects. The reporting is based on the Taxonomy-Regulation
(EU 2020/852) and the Delegated Acts (including the Omnibus Delegated Act
(EU 2023/363).
The EU Taxonomy-Regulation defines six environmental objectives to which the
economic activities listed in the Regulation and its delegated acts can
contribute:
• climate change mitigation
• climate change adaptation
• sustainable use and protection of water and marine resources
• transition to a circular economy
• pollution prevention and control
• protection and restoration of biodiversity and ecosystems
The EU Taxonomy distinguishes between two levels: Taxonomy-eligibility and
Taxonomy-alignment. Beginning in 2023, all six environmental objectives need
to be considered. According to Article 8 of the Taxonomy-Regulation, in
conjunction with the Delegated Acts for the reporting year 2025, key figures on
turnover, operational and capital expenditures are to be reported for
Taxonomy-eligible and Taxonomy-aligned economic activities. The tables
provided within the Delegated Act on Article 8 are to be used for the
presentation of the key figures.
Taxonomy-eligibility and taxonomy-alignment
An economic activity is Taxonomy-eligible if it fulfills the description given in the
Delegated Act of the corresponding environmental objective. For Taxonomy-
alignment, an economic activity must additionally comply with the technical
screening criteria and minimum safeguards.
The technical screening criteria are composed of the substantial contribution
criteria and the do no significant harm criteria:
• Substantial Contribution: Companies must meet defined technical
requirements, for example regarding the level of CO2 emissions of an
economic activity.
• Do-No-Significant-Harm (DNSH): Companies must ensure that the
contribution to one of the six environmental objectives does not do significant
harm to the environmental objectives. This must be verified through, for
example, a climate risk analysis.
The underlying requirements for Substantial Contribution and DNSH are
documented for each individual economic activity in the Delegated Act of the
corresponding environmental objective. For the minimal social safeguards, an
approach is set at the corporate level for every activity through which the
reporting company must prove its compliance with the following frameworks:
• International Bill of Human Rights
• International Labor Organization Declaration on Fundamental Rights and
Principles at Work
• UN Guiding Principles on Business and Human Rights
• OECD Guidelines for Multinational Enterprises (OECD MNE Guidelines)
Management assessed the proportionality and feasibility of substantiating EU
Taxonomy-alignment, taking into account the relative significance of potentially
Taxonomy‑eligible activities within QIAGEN’s business model, the
decentralized nature of supplier relationships, and the absence of regulatory
obligations for vendors to provide EU‑Taxonomy specific information. It was
concluded that obtaining sufficiently robust and auditable third‑party DNSH
evidence would require significant incremental cost and operational effort,
while providing limited additional decision‑useful information. When activities
are reported as Taxonomy‑eligible but not aligned, management also
considered that the eligibility assessment showed limited relevance for
QIAGEN’s business model. As a result, data availability constraints prevented
completion of a reliable and verifiable TSC assessment for 2025. Accordingly,
management determined that asserting EU Taxonomy-alignment for 2025
would risk overstating the maturity and evidentiary robustness of the underlying
assessment and therefore did not assert EU Taxonomy alignment for the
reporting year, a decision driven by proportionality, materiality, and cost-
benefit considerations. Management conducted a structured completeness
assessment covering all Taxonomy‑eligible activities identified for the reporting
period. The assessment included a review of all relevant turnover, CapEx and
OpEx streams against Taxonomy activity descriptions. Based on this process,
management considers the Taxonomy disclosures complete and free from
material omission.
Determination of taxonomy-eligible business activities
In an initial screening, we examined our whole portfolio to determine relevant
business activities. Our core business is not covered by the Climate Delegated
Act on the environmental objectives of Climate Change Mitigation and
Adaptation that has been submitted to date. The Environmental Delegated Act
was adopted in June 2023 during a comprehensive workshop where the
business activities of the four new environmental objectives were assessed. We
have identified specified activities related to the transition to circular economy
and climate change mitigation which match our business model.
Economic activity
EO* Code
QIAGEN activity
location
Installation, maintenance and
repair of energy efficiency
equipment
CCM 7.3
Renovation of existing
buildings and/ or
building new ones
CapEx
Installation, maintenance and
repair of charging stations for
electric vehicles
CCM 7.4
Installation of charging
stations
CapEx
Installation, maintenance and
repair of devices for measuring,
regulating and controlling energy
performance
CCM 7.5
Installation of energy
measurement devices
CapEx
Acquisition and ownership of
buildings
CCM 7.7
Leasing of buildings
CapEx
Manufacture of electrical and
electronic equipment
CE 1.2
Purchases of new
computer equipment
CapEx
Transport by motorbikes,
passenger cars and light
commercial vehicles
CCM 6.5
Leased passenger cars/
own fleet
CapEx
Repair, refurbishment and
remanufacturing
CE 5.1
Repair and refurbishment
of sold instrumentation
equipment
Turnover
*EO stands for Environmental Objective where Climate Change mitigation is CCM and Circular
Economy is CE.
All activities which QIAGEN defined as Taxonomy-eligible are allocated to the
climate-change mitigation and circular economy objectives.
We use our internal reporting systems to assess defined KPIs and document
them under standardized data queries to the extent possible, structuring the
format to ensure we are not double-counting our economic activities when
calculating turnover, CapEx, and OpEx.
We disclose the three KPIs below in adherence with Annex II of the Disclosure
Delegated Act and also address the role of nuclear and gas activities as
required under the Complementary Delegated Act of the EU Taxonomy.
Financial year N
2025
Breakdown by environmental objectives of
Taxonomy-aligned activities
KPI (1)
Total (2)
Proportion of Taxonomy-
eligible activities (3)
Taxonomy-aligned
activities (4)
Proportion of Taxonomy-
aligned activities (5)
Climate change
mitigation (6)
Climate change
adaptation (7)
Water (8)
Circular economy (9)
Pollution (10)
Biodiversity (11)
Proportion of enabling
activities (12)
Proportion of
transitional activities
(13)
Not assessed activities
considered non-material
(14)
Taxonomy-aligned
activities in previous
financial year (N-1)
(15)
Proportion of Taxonomy-
aligned activities in
previous financial year
(N-1) (16)
Text
USD m
%
USD
m
%
%
%
%
%
%
%
%
%
%
Currency
%
Turnover
2,089,999
4.4%
CapEx
396,901
9.9%
OpEx
21,280
0.0%
Disclosure of the financial KPIs
Turnover
To determine the turnover KPI, the Taxonomy-Regulation requires that the net
turnover, generated with business activities contributing to the respective
environmental objective, is related to the net turnover of the QIAGEN Group as
shown in the Consolidated Income Statements and information provided in
Note 4 "Revenue" in the IFRS Annual Report. As QIAGEN's material, revenue-
generating economic activities are not fully covered by the EU Taxonomy-
Regulation, the share of Taxonomy-eligible turnover is 4.4%.
With the exception of service activities related to repair, refurbishment and
remanufacturing the Taxonomy-Regulation and its Delegated Acts do not cover
our core business or any other business activity from which QIAGEN generates
turnover. We do not disclose turnover from product-as-a-service and other
circular use and result-oriented service models as we have no possibility to
determine the relevant turnover from our systems.
Turnover as disclosed for EU taxonomy purposes agrees to the amount reported
as net sales in the financial reporting (reference is made to the Consolidated
Financial Statements of Income, Net Sales).
QIAGEN reports the following for 2025:
Turnover
Financial year N
2025
Environmental objective of Taxonomy-
aligned activities
Economic Activities (1)
Code
(a) (2)
Taxonomy-eligible
turnover (Proportion of
Taxonomy eligible
Turnover) (3)
Taxonomy-aligned
turnover (monetary
value of Turnover) (4)
Taxonomy-aligned
turnover (Proportion of
Taxonomy aligned
Turnover) (5)
Climate Change
Mitigation (6)
Climate Change
Adaptation (7)
Water (8)
Circular Economy (9)
Pollution (10)
Biodiversity (11)
Category enabling
activity (12)
Category transitional
activity (13)
Proportion of Taxonomy-
aligned (A.1.) or
eligible (A.2.) turnover,
year N-1 (14)
%
in USD
thousands
%
%
%
%
%
%
%
(E where
applicable)
(T where
applicable)
%
A. TAXONOMY-ELIGIBLE ACTIVITIES
Repair, refurbishment and
remanufacturing
CE 5.1
4.4%
Sum of alignment per objective
Total Turnover
4.4%
Capital Expenditures (CapEx)
To determine the Capital Expenditures (CapEx) KPI, the Taxonomy-Regulation
requires that the capital expenditures for business activities contributing to the
respective environmental objective are being brought into relation to the CapEx
for tangible and intangible assets of the QIAGEN Group, including additions
from business acquisitions. This considers net additions to property, plant and
equipment (see Note 10 to the Consolidated Financial Statements), intangible
assets (see other intangible assets, Note 12 to the Consolidated Financial
Statements) as well as to right-of-use assets. The Taxonomy-definition of CapEx
considers additions in accordance with the following IFRS standards:
• Additions to tangible assets (IAS 16)
• Additions to intangible assets (IAS 38)
• Additions to right of use assets (IFRS 16)
• Additions to real estate which is kept as financial investment (IAS 40)
In this regard, we report purchased CapEx which is classified as “CapEx (c)” in
the Annex I of the Delegated Act to Article 8.
The total CapEx under the EU taxonomy of $396.9 million is the sum of
additions to property, plant & equipment of $89.7 million, additions to
intangible assets of $275.4 million and right-of-use assets of $31.8 million and
includes the acquisitions of Parse Biosciences Inc. and GNX Data Systems Ltd.
(Genoox). These amounts are shown in the Balance Sheet within non-current
assets in property, plant and equipment and intangibles assets. Capitalized
right of use assets are shown in right-of-use assets within non-current assets
(reference is made to Consolidated Financial Statements, Consolidated Balance
Sheets).
CapEx
Financial year N
2025
Substantial Contribution Criteria
Economic activities
(1)
Code
(a) (2)
Taxonomy-eligible
CapEx (Proportion of
Taxonomy eligible
CapEx) (3)
Taxonomy-aligned
CapEx (monetary value
of CapEx) (4)
Taxonomy-aligned
CapEx (Proportion of
Taxonomy aligned
CapEx) (5)
Climate Change
Mitigation (6)
Climate Change
Adaptation (7)
Water (8)
Circular Economy
(9)
Pollution (10)
Biodiversity (11)
Enabling activity (12)
Transitional activity (13)
Proportion of Taxonomy-
aligned (A.1.) or
eligible (A.2.) CapEx,
year N-1 (14)
%
in USD
thousands
%
%
%
%
%
%
%
E
T
%
Installation, maintenance and repair of energy
efficiency equipment
CCM 7.3 /
CCA 7.3
0.2%
IMR of charging stations for electric vehicles
CCM 7.4 /
CCA 7.4
0.0%
IMR of devices for measuring, regulation and
controlling energy performance
CCM 7.5 /
CCA 7.5
0.0%
IMR renewable energy technology
CCM 7.6 /
CCA 7.6
0.2%
Acquisition and ownership of buildings
CCM 7.7 /
CCA7.7
7.2%
Manufacture of electrical and electronic
equipment
CE 1.2
0.4%
Transport by motorbikes, passenger cars and
light commercial vehicles
CCM 6.5 /
CCA 6.5
1.9%
Sum of alignment per objective
Total Capex
9.9%
Operational Expenses (OpEx)
The Taxonomy-definition of OpEx differentiates significantly from the common
financial definition. It considers non-capitalized expenditures that relate to
research and development, building renovation measures, short-term leases,
maintenance and repairs, and any other direct expenditures relating to the day-
to-day servicing of assets of property, plant and equipment by the undertaking
or third party to whom activities are outsourced that are necessary to ensure the
continued and effective functioning of such assets.
In line with the  Delegated Act on Article 8 (Section 1.1.3.2) as well as the
FAQ document published in December 2022 by the  European Commission
(Commission Notice 19 December, 2022, question 13), the operating
expenditures as defined according to the Taxonomy-Regulation are not material
for QIAGEN's business model. The total value in the OpEx denominator is
2.8% of total operating costs and is therefore classified as immaterial. The
Taxonomy-eligible or Taxonomy-aligned costs for the OpEx numerator can be
reported as zero due to the immateriality of the denominator. Thus, QIAGEN's
Taxonomy-eligible and Taxonomy-compliant share of operating costs is 0%.
Signatures
Venlo, the Netherlands, April 30, 2026
QIAGEN N.V.
Thierry BernardRoland Sackers
Chief Executive OfficerChief Financial Officer