Bio-Techne Sales Corporation

Shareholders of Bio-Techne Sales Corporation

Bio-Techne Sales Corporation has one disclosed shareholder, and the interest is direct and total. Schedule 5.2 to the Amended and Restated Credit Agreement dated 31 August 2022, filed as Exhibit 10.1 to a Form 8-K of Bio-Techne Corporation on 7 September 2022, is a subsidiary schedule with columns for name, jurisdiction of organisation, percentage ownership and owner. Its entry for this company reads: Bio-Techne Sales Corporation, Minnesota, 100%, Bio-Techne Corporation. That is a filed statement by the group itself, not an estimate, and it names the holder directly rather than through an intermediate company. The Minnesota Secretary of State records 1,000 shares for the corporation; the register attaches no holder to them. The ownership statement carries the date of the schedule, 31 August 2022, and no later filing restates it, so it is reported here with that date rather than as a present-day figure. The register independently shows the corporation active, in good standing and renewed annually through 14 October 2025.

Ultimate beneficial ownership

The sole shareholder, Bio-Techne Corporation, states in the Exhibit 21 to each of its annual reports for the nine financial years ended 30 June 2018 through 30 June 2026 that it “is not a subsidiary of any other entity”, so the chain above this corporation ends there. Bio-Techne Corporation is a Minnesota corporation whose common stock is listed on the Nasdaq Stock Market under the symbol TECH, and its definitive merger proxy statement of 20 August 2026 identifies exactly three beneficial owners of more than 5% of that stock as at 27 July 2026: FMR LLC, 12,754,783.64 shares or 8.1%; Vanguard Capital Management, 11,559,571 shares or 7.4%; and BlackRock, Inc., 11,011,556 shares or 7.0%. Each is an investment manager reporting on behalf of funds and advisory clients, none holds 10% or more, and the same table shows every director and named executive officer holding less than 1% individually. No authoritative source identifies any natural person as a beneficial owner of Bio-Techne Sales Corporation, and on the published figures none reaches a 25% effective interest through the listed parent. No effective percentage has been calculated here, because the chain runs into a dispersed listed shareholder base rather than an identifiable person. Beneficial-ownership information reports are also not available as a source: under the final rule published at fincen.gov/boi on 11 August 2026 and effective 14 August 2026, entities created in the United States and their beneficial owners are exempt from reporting, so no filing exists for this corporation and none would be public if it did.

Data availability

Partial. The sole direct shareholder and its 100% interest are established from a filed group document rather than from the register, and carry that document’s date of 31 August 2022. Minnesota publishes no shareholder information for a business corporation at any point in the entity’s life: Minnesota Statutes section 5.34, which sets out everything an annual renewal must state, lists the registered office and agent, the chief executive officer and the principal executive office, and contains no shareholder, member or holding item. The absence of shareholder data in the Minnesota record is therefore structural and carries no information about this company; it is not a gap in its filings.

The thirteen rows in the provider shareholder table on this page are not shareholders of Bio-Techne Sales Corporation and should not be read as such. Every one is an institutional holder of the listed parent’s common stock – six Vanguard funds, a Vanguard group entity, BlackRock, an iShares fund, a Fidelity fund, an Invesco exchange-traded fund, an Eaton Vance fund and Massachusetts Financial Services – attached to a wholly owned subsidiary that has no publicly traded securities. The percentages are also wrong in their own terms. Twelve rows imply a denominator of 97,244,890 shares and the thirteenth implies 99,787,442, against the 156,818,238 shares Bio-Techne Corporation reported outstanding on the cover of its annual report on 17 August 2026, so the stored figures are overstated by factors of about 1.61 and 1.57. The largest stored row, 17,810,878 shares and 18.3% for “Vanguard Group Inc”, is attributed to a filer that reported a nil position – zero shares, zero per cent – in a Schedule 13G/A amendment 13 with an event date of 13 March 2026, five months before the stored verification date of 4 September 2026; that figure also matches no quantity in any Vanguard-family filing on this issuer, the last non-nil report by The Vanguard Group being 18,228,210 shares and 11.53% at 29 December 2023. Two of the three holders the parent’s own proxy reports above 5%, FMR LLC and Vanguard Capital Management, do not appear in the stored table at all, while funds within those same families do. The table claims thirteen results across one page, so it is a complete capture and truncation does not explain any of this.

Sources

• Bio-Techne Corporation, Amended and Restated Credit Agreement dated 31 August 2022, Schedule 5.2 (Subsidiaries), Exhibit 10.1 to Form 8-K filed 7 September 2022 – https://www.sec.gov/Archives/edgar/data/842023/000155837022014215/tmb-20220831xex10d1.htm – retrieved 6 October 2026
• Minnesota Secretary of State, Business and Lien System, business record details for Bio-Techne Sales Corporation, file number 1076256100034 – https://mblsportal.sos.mn.gov/Business/SearchDetails?filingGuid=5c367bc1-094c-e911-9171-00155d01b439 – retrieved 6 October 2026
• Minnesota Statutes section 5.34, Annual Renewal Filings – https://www.revisor.mn.gov/statutes/cite/5.34 – retrieved 6 October 2026
• Bio-Techne Corporation, definitive merger proxy statement (Schedule 14A), beneficial ownership table as at 27 July 2026, filed 20 August 2026 – https://www.sec.gov/Archives/edgar/data/842023/000114036126033911/ny20078105x2_defm14a.htm – retrieved 6 October 2026
• The Vanguard Group, Schedule 13G/A amendment 13, event date 13 March 2026, filed 26 March 2026 – https://www.sec.gov/Archives/edgar/data/842023/000010290926000769/primary_doc.xml – retrieved 6 October 2026
• The Vanguard Group, Schedule 13G/A amendment 12, event date 29 December 2023, filed 13 February 2024 – https://www.sec.gov/Archives/edgar/data/842023/000110465924020437/tv0440-biotechnecorp.htm – retrieved 6 October 2026
• FMR LLC, Schedule 13G/A amendment 1, event date 30 June 2026, filed 6 August 2026 – https://www.sec.gov/Archives/edgar/data/842023/000031506626001974/primary_doc.xml – retrieved 6 October 2026
• Vanguard Capital Management, Schedule 13G, event date 31 March 2026, filed 29 April 2026 – https://www.sec.gov/Archives/edgar/data/842023/000210011926000207/primary_doc.xml – retrieved 6 October 2026
• BlackRock, Inc., Schedule 13G/A amendment 4, event date 30 June 2025, filed 16 July 2025 – https://www.sec.gov/Archives/edgar/data/842023/000205211325002485/primary_doc.xml – retrieved 6 October 2026
• Bio-Techne Corporation, annual report on Form 10-K for the year ended 30 June 2026, cover page share count, filed 24 August 2026 – https://www.sec.gov/Archives/edgar/data/842023/000110465926100322/tech-20260630x10k.htm – retrieved 6 October 2026
• Financial Crimes Enforcement Network, beneficial ownership information reporting – https://www.fincen.gov/boi – retrieved 6 October 2026

Directors and officers of Bio-Techne Sales Corporation

The Minnesota Secretary of State discloses exactly one officer of Bio-Techne Sales Corporation: its Chief Executive Officer, Kim Kelderman, with a business address at 614 McKinley Place NE, Minneapolis, Minnesota 55413. That single entry is the whole of the officer information Minnesota requires and publishes for a business corporation. Minnesota Statutes section 302A.821 obliges every corporation to file an annual renewal, and section 5.34(a)(5) requires that renewal to state the name and business address of the officer or other person exercising the principal functions of the chief executive officer of a corporation. No provision requires a corporation to name its directors, its secretary, or any other officer, and the register shows none. The entry is current to the most recent renewal, filed on 14 October 2025. The register separately names Corporation Service Company as the registered agent for service of process, which is a commercial agency appointment and not a corporate office; the agent or registered-office entry was changed on 5 April 2019 and again on 2 October 2024.

Data availability

Current only, and confined to one office. Minnesota publishes the chief executive officer and nothing further, so no director, secretary or other officer of this corporation appears on any public record reached for this profile, and the absence of such entries is a feature of the jurisdiction rather than evidence that the corporation has no directors. The register publishes no appointment date, no resignation date and no history, so no officer of this company can be dated from it, and it records no officer change in the filing history. Nationality is not disclosed: Minnesota publishes no nationality, residence or date-of-birth field for an officer of a business corporation, and none is stated here. The register gives a business address only, which is a service address and not a residence.

The officer cards on this page come from a provider feed that carries twenty-five rows for this company, against the register’s one. The feed claims twenty-five results across a single page, so it is a complete capture and truncation explains none of what follows. Every one of the twenty-five rows has a null appointment date, a null resignation date and a work status of ACTIVE, so the data carries no tense signal whatever: it cannot distinguish an officer in post from one who left more than a decade ago. Two rows are the registered agent rather than a person, Corporation Service Company having been split across the personal first-name and surname fields and given the title “Agent”. Most of the remainder name executives of the listed parent rather than officers of this corporation, and several carry an office of one of the parent’s two reporting segments, which is a business-unit role and not an office of any legal entity.

Three different people are carried at the same time as chief executive officer, each ACTIVE with no resignation date, and only one of them holds the office. A press release of 5 November 2012 records that one of them resigned and retired as Chief Executive Officer and President with effect from the close of business on 30 November 2012, and from the board with effect from 1 November 2012 – thirteen years and nine months before this record was last synchronised on 9 September 2026, and more than six years before Bio-Techne Sales Corporation was incorporated. He is stored twice, once under each of the two offices he gave up. An 8-K of 19 October 2023 records that a second of them moved from Chief Executive Officer to Senior Advisor with effect from 1 February 2024 and retired, including from the board, on 1 July 2024; he too is stored twice, once as chief executive officer and once as “Senior Advisor & Director”, a role he held only in the five months between those two dates. Kim Kelderman, appointed chief executive officer with effect from 1 February 2024 by the same 8-K, is the only current holder and the one the register names. A further row names the president of the parent’s Diagnostics and Spatial Biology segment as active, although an 8-K of 11 February 2026 states he was transitioning out of that role effective 1 March 2026 and names his successor, who does not appear in the feed; the officer data was refreshed on 24 September 2026, almost seven months later.

Other defects measured in the same rows. None of the parent’s eight non-employee directors appears, so the feed has no concept of a directorship at all, while the parent’s own proxy statement of 20 August 2026 totals its officers and directors at fourteen persons. One person is stored twice under an identical title, and the registered-agent row is duplicated exactly. Seven rows fold an initial or a post-nominal qualification into the surname field, so a surname is recorded as, for example, a set of professional letters. All five rows that carry a birth year also carry a birth month of January; no United States source publishes an officer’s birth month, and neither the month nor the year is reproduced here. The region field holds the abbreviation MN on some rows and the full word Minnesota on another, and one locality field reads “NEMINNEAPOLIS”, the street suffix of 614 McKinley Place NE fused onto the city name – the same parsing fault that corrupted the city value shown on this record. Two rows carry a street address for a named individual that is not the corporate office and is not marked as a service address, one of which appears to be a private residence, and two further rows give a post-office box; none of these is reproduced here. Finally, five named individuals in the feed return zero documents from the SEC full-text search index, which covers filings from 2001 onward, against positive controls run in the same session that returned 1,392, 824 and 141 documents for three other names in the same table and zero for an invented name. Four of the five are typed “Manager”, which is not an office of a Minnesota business corporation: section 5.34 uses “manager” for a limited liability company and “chief executive officer” for a corporation. Those five names are deliberately not published here, because naming a private individual in order to say they cannot be verified is an allegation about a person rather than a finding about a company.

Sources

• Minnesota Secretary of State, Business and Lien System, business record details for Bio-Techne Sales Corporation, file number 1076256100034, showing the chief executive officer and registered agent – https://mblsportal.sos.mn.gov/Business/SearchDetails?filingGuid=5c367bc1-094c-e911-9171-00155d01b439 – renewal of 14 October 2025; retrieved 6 October 2026
• Minnesota Statutes section 5.34, Annual Renewal Filings – https://www.revisor.mn.gov/statutes/cite/5.34 – retrieved 6 October 2026
• Minnesota Statutes section 302A.821, Minnesota Corporate Renewal – https://www.revisor.mn.gov/statutes/cite/302A.821 – retrieved 6 October 2026
• Techne Corporation, press release of 5 November 2012 announcing the retirement of its chief executive officer and president, Exhibit 99.1 to Form 8-K – https://www.sec.gov/Archives/edgar/data/842023/000084202312000035/releaseolandretirement.txt – retrieved 6 October 2026
• Bio-Techne Corporation, Form 8-K of 19 October 2023, Item 5.02, chief executive officer succession – https://www.sec.gov/Archives/edgar/data/842023/000155837023016529/tmb-20231017x8k.htm – retrieved 6 October 2026
• Bio-Techne Corporation, Form 8-K of 11 February 2026, Item 5.02, segment president transition effective 1 March 2026 – https://www.sec.gov/Archives/edgar/data/842023/000110465926013412/tech-20260209x8k.htm – retrieved 6 October 2026
• Bio-Techne Corporation, definitive merger proxy statement (Schedule 14A) filed 20 August 2026, directors and named executive officers – https://www.sec.gov/Archives/edgar/data/842023/000114036126033911/ny20078105x2_defm14a.htm – retrieved 6 October 2026
• U.S. Securities and Exchange Commission, EDGAR full-text search index, date-bounded name queries with positive and negative controls – https://efts.sec.gov/LATEST/search-index – searched 6 October 2026

Group structure of Bio-Techne Sales Corporation

Bio-Techne Sales Corporation is not an independent company. It is a directly and wholly owned subsidiary of Bio-Techne Corporation, a Minnesota corporation with Minnesota file number 3X-1074 whose common stock is listed on the Nasdaq Stock Market under the symbol TECH. Schedule 5.2 to the group’s Amended and Restated Credit Agreement of 31 August 2022 records the company as organised in Minnesota, 100% owned, with Bio-Techne Corporation named as the owner; there is no intermediate holding company in the chain. Bio-Techne Corporation is also the ultimate parent, because the Exhibit 21 to each of its annual reports for the nine financial years ended 30 June 2018 through 30 June 2026 states that it “is not a subsidiary of any other entity”. That same credit-agreement schedule lists about fifty group companies organised in some twenty jurisdictions across North America, Europe and Asia. No source reached for this profile records any subsidiary, branch or participation held by Bio-Techne Sales Corporation itself. The ownership chain carries the schedule’s date of 31 August 2022; the Minnesota register is current to the renewal of 14 October 2025.

Verified corporate relationships

Recent structural changes

A change of ultimate control over this company is pending and has not completed. On 25 June 2026 Bio-Techne Corporation entered into an Agreement and Plan of Merger with Merck KGaA, Darmstadt, Germany, and EMD Holdings NewCo, Inc., a Minnesota corporation wholly owned by Merck KGaA. Under it the merger subsidiary merges into Bio-Techne Corporation, which survives as a wholly owned subsidiary of Merck KGaA, and each outstanding share of Bio-Techne common stock converts into the right to receive 73.00 US dollars in cash.

Two conditions have since been satisfied. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired at 11:59 pm Eastern Time on 18 September 2026. At a special meeting on 23 September 2026 shareholders approved and adopted the merger agreement by 121,929,544 votes to 1,208,817, with 30,610 abstentions, against 156,800,296 shares outstanding on the record date of 11 August 2026. The company stated on the same day that it continued to expect the transaction to close by late 2026 or early 2027, subject to customary closing conditions including remaining regulatory approvals.

If the merger completes, the ultimate parent of Bio-Techne Sales Corporation would become Merck KGaA, Darmstadt, Germany, while its immediate 100% shareholder would remain Bio-Techne Corporation. Until completion is confirmed, the chain recorded above is the current one, and nothing here should be read as reporting the transaction as done.

Data availability

Partial. The immediate parent, the ultimate parent and the 100% holding are all established from filed documents rather than from the register, since Minnesota publishes no ownership or group information for a business corporation. One methodological caution matters more than any other on this record: the parent’s Exhibit 21 is expressly a list of material subsidiaries only. Each of the nine years states that certain subsidiaries are not named because they were not significant individually or in the aggregate, and Bio-Techne Sales Corporation is named in none of them. That absence therefore carries no information at all about whether the company is a subsidiary, and the exhibit cannot be used to date this entity’s entry into or exit from the group. For the same reason, the departure of another company from the FY2026 exhibit, having appeared in FY2023 to FY2025, is a change in what the parent considers material and is not evidence that any entity left the group.

The corporate-structure graph on this page comes from a provider tree of forty nodes rooted on Bio-Techne Corporation, three levels deep. Two things about it are right and worth recording: Bio-Techne Sales Corporation is the only node flagged as the subject of this page, and it is correctly placed as a direct child of the parent. Beyond that the tree is unreliable in measurable ways. Thirty-three of the forty node identifiers are synthetic placeholders beginning 99999, and four nodes carry a hash-prefixed string that matches no register format and no jurisdiction at all, two of which the credit-agreement schedule states are Delaware companies. The tree records no ownership percentage and no relationship type anywhere, so a minority stake is indistinguishable from a wholly owned subsidiary; the filed schedule in fact records four holdings that are not wholly owned, including a 33.33% interest and a 51.39% interest, and two of those four are missing from the tree entirely.

On jurisdictions the tree is wrong about half the time. Of the sixteen United States subsidiary nodes for which both the tree gives a state and the credit-agreement schedule states a jurisdiction of organisation, eight agree and eight are contradicted – seven of the eight being Delaware companies labelled as Massachusetts, California, Texas, Colorado or Minnesota, and one a Minnesota company labelled California. A seventeenth node is a case where the company’s own two documents disagree: Advanced Cell Diagnostics, Inc. is California in the Exhibit 21 of all nine years and Delaware in the credit-agreement schedule. Both are published here and neither is preferred. Separately, four of the eight numbers the tree labels “US MN” return a record at the Minnesota Secretary of State – the parent’s 3X-1074, this company’s own file number, Research and Diagnostic Systems’ 2V-94 and B-Mogen’s 808730200021 – while the four given for Boston Biochem, a Minnesota “Tocris Cookson Inc.”, Trevigen and Bio-Techne Holding Corporation return nothing, searched on the same form in the same session that returned those four and returned nothing for an invented number.

The tree also omits and mislabels. Fourteen companies named in the filed schedule are absent from it, among them every Indian, South Korean, Singaporean and Japanese company in the group and three of the four Hong Kong and Chinese ProteinSimple companies, so any statement about the group’s Asian footprint built from this tree would understate it substantially. Two parent placements contradict the schedule: Exosome Diagnostics GmbH is shown beneath Bio-Techne GmbH where the schedule’s owner is Exosome Diagnostics, Inc., and ProteinSimple Ltd is shown directly beneath Bio-Techne Corporation where the schedule’s owner is an intermediate Delaware company that the tree does not contain. Three United States nodes have no support in the schedule or in any of the nine exhibits, and they are not all the same kind of problem: “Trevigen, Inc.” returns thirty-two documents across EDGAR and is a real past relationship carried as current, whereas “Forest Protein Inc” returns none at all against working controls. One node’s legal form is wrong, the tree giving “Atlanta Biologicals, Inc.” where the schedule gives Atlanta Biologicals, LLC. B-Mogen Biotechnologies is presented as a current subsidiary although the register shows it inactive. Finally, five non-United States nodes are the correct entity recorded under a local-language or superseded name – the Italian and French companies with their legal forms dropped, the Hungarian company spelled out as Korlatolt Felelossegu Tarsasag instead of Kft., and the group’s Chinese company under its former R&D Systems name – which is name variation rather than invention, and resolving it reduced the count of apparently unsupported nodes from eleven to three.

Sources

• Bio-Techne Corporation, Amended and Restated Credit Agreement dated 31 August 2022, Schedule 5.2 (Subsidiaries), giving name, jurisdiction of organisation, percentage ownership and owner for about fifty entities; Exhibit 10.1 to Form 8-K filed 7 September 2022 – https://www.sec.gov/Archives/edgar/data/842023/000155837022014215/tmb-20220831xex10d1.htm – retrieved 6 October 2026
• Bio-Techne Corporation, Exhibit 21 (material subsidiaries) to the annual reports for the financial years ended 30 June 2018 to 30 June 2026; latest at https://www.sec.gov/Archives/edgar/data/842023/000110465926100322/tech-20260630xex21.htm – retrieved 6 October 2026
• Minnesota Secretary of State, Business and Lien System, records for Bio-Techne Sales Corporation (1076256100034), Bio-Techne Corporation (3X-1074), Research and Diagnostic Systems, Inc. (2V-94) and B-Mogen Biotechnologies, Inc. (808730200021) – https://mblsportal.sos.mn.gov/Business/Search – retrieved 6 October 2026
• Bio-Techne Corporation, Form 8-K reporting entry into the Agreement and Plan of Merger with Merck KGaA, Darmstadt, Germany, filed 26 June 2026 – https://www.sec.gov/Archives/edgar/data/842023/000199937126013527/tech-8k_062326.htm – retrieved 6 October 2026
• Bio-Techne Corporation, Form 8-K reporting the special meeting vote of 23 September 2026 and the expiry of the Hart-Scott-Rodino waiting period, with press release Exhibit 99.1, filed 23 September 2026 – https://www.sec.gov/Archives/edgar/data/842023/000114036126037450/ef20082601_8k.htm – retrieved 6 October 2026
• Companies House, company records for BIO-TECHNE LTD (02490104) and TOCRIS COOKSON LIMITED (02869577) – https://find-and-update.company-information.service.gov.uk/company/02490104 – retrieved 6 October 2026
• Global Legal Entity Identifier Foundation, LEI record for Bio-Techne Corporation showing jurisdiction US-MN and registered-as value 3X-1074 – https://api.gleif.org/api/v1/lei-records?filter%5Bentity.registeredAs%5D=3X-1074 – retrieved 6 October 2026
• U.S. Securities and Exchange Commission, EDGAR full-text search index, entity-name queries with positive and negative controls – https://efts.sec.gov/LATEST/search-index – searched 6 October 2026