Form 8-K

8-K — REPLIGEN CORP

Accession: 0001193125-26-205011

Filed: 2026-05-05

Period: 2026-05-05

CIK: 0000730272

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — rgen-20260505.htm (Primary)

EX-99.1 (rgen-ex99_1.htm)

GRAPHIC (img109360391_0.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: rgen-20260505.htm · Sequence: 1

8-K

0000730272false00007302722026-05-052026-05-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2026

REPLIGEN CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Delaware

000-14656

04-2729386

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

41 Seyon Street

Waltham, Massachusetts

02453

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (781) 250-0111

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

RGEN

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 5, 2026, Repligen Corporation announced its financial results for the first quarter ended March 31, 2026. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1

Press Release by Repligen Corporation, dated May 5, 2026

104

Cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

REPLIGEN CORPORATION

Date:

May 5, 2026

By:

/s/ Olivier Loeillot

Olivier Loeillot

President and Chief Executive Officer

EX-99.1

Filename: rgen-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Repligen Corporation

41 Seyon Street

Building #1, Suite 100

Waltham, Massachusetts 02453

Repligen Reports First Quarter 2026 Financial Results and Updates Full Year 2026 Financial Guidance

•

First quarter revenue of $194 million, a year-over-year increase of 15% as reported and 11% organic

•

GAAP EPS increased 50% year-over-year and adjusted EPS increased 23% year-over-year

•

Reiterating FY26 organic revenue growth guidance of 9%-13% and increasing adjusted EPS to $1.97-$2.05

WALTHAM, Mass., May 5, 2026 -- Repligen Corporation (NASDAQ:RGEN), a life sciences company focused on bioprocessing technology leadership, today reported financial results for its first quarter of 2026, covering the three-month period ended March 31, 2026. The Company is also providing updated financial guidance for the full year 2026.

Olivier Loeillot, President and Chief Executive Officer of Repligen said, “We delivered a very strong start to the year, achieving 11% organic revenue growth and 160 basis points of adjusted operating margin expansion, exceeding expectations as our team executed well across the business. Combined with recent order trends, these results reinforce our confidence in our full-year revenue outlook.”

“We also continue to make meaningful progress on our strategic priorities. We launched a Transformation Office initiative and divested a non-core filtration business as we accelerate our focus on profitable growth. In addition, we entered into a new partnership in China, which represents an important step in advancing our APAC strategy. We remain committed to disciplined, intentional investment—expanding our commercial capabilities and optimizing our infrastructure to support scalable, sustainable growth in the years ahead.”

BUSINESS HIGHLIGHTS

•

China Partnership. In April, we signed a partnership agreement in China, which outlines an OEM relationship that will increase our competitiveness and access to local manufacturing.

•

Launched Transformation Office. We recently launched a Transformation Office, focused on accelerating our fit-for-growth journey and our commitment to margin expansion. This includes efforts around site rationalization, product line margin optimization, and accelerating IT and AI investments, among other areas.

•

Divested Polymem. As part of our transformation efforts, we divested Polymem on March 30th. The business generated $7 million of revenue and an operating loss in 2025. FY26 guidance now reflects this divestiture.

FINANCIAL PERFORMANCE

Q1 2026 Financial Performance (compared to prior year periods except as noted)

All adjusted figures are non-GAAP and, except for earnings per share (“EPS”), are rounded to the nearest million, and are reconciled in the tables included later in this press release.

•

Q1 reported revenue was $194 million, compared to $169 million, an increase of 15% as reported and 11% organic.

•

GAAP Results. Q1 income from operations was $16 million, compared to $7 million. Q1 EPS was $0.15 on a fully diluted basis, compared to $0.10.

•

Adjusted Results. Q1 adjusted income from operations was $30 million, compared to $23 million. Q1 adjusted EPS was $0.48 on a fully diluted basis, compared to $0.39.

MARGIN SUMMARY

GAAP Margins

Q1 2026

Q1 2025

Gross Margin

55.7%

54.0%

Operating (EBIT) Margin

8.2%

3.9%

Net Income (Loss) Margin

4.3%

3.4%

Adjusted (non-GAAP) Margins

Q1 2026

Q1 2025

Gross Margin

55.5%

53.7%

Operating (EBIT) Margin

15.4%

13.8%

Net Income Margin

14.0%

13.1%

EBITDA Margin

20.6%

19.3%

Cash, cash equivalents and marketable securities at March 31, 2026, were $785 million, compared to $768 million at December 31, 2025.

FINANCIAL GUIDANCE FOR FULL YEAR 2026

All adjusted figures are non-GAAP

Our financial guidance for the full year 2026 is based on expectations for our existing business. Our Adjusted (non-GAAP) guidance excludes the impact of any potential or pending business acquisitions in 2026, and future fluctuations in foreign currency exchange rates.

CURRENT GUIDANCE

(at May 5, 2026)

FY 2026

Adjusted (non-GAAP)

Total Reported Revenue

$803M - $833M

Reported Growth

9% - 13%

Organic Growth

9% - 13%

Gross Margin

53.7% - 54.2%

Income from Operations

$124M - $132M

Operating Margin

15.4% - 15.8%

Other Income (Expense)

~$19M

Adjusted EBITDA Margin

20.3% - 20.8%

Tax Rate on Pre-Tax Income

22% - 23%

Net Income

$111.5M - $116.5M

Earnings Per Share - Diluted

$1.97 - $2.05

Revenue guidance reflects just under a one point benefit from foreign currency and a similar headwind primarily from the divestiture of Polymem.

Conference Call and Webcast Access

Repligen will host a conference call and webcast today, May 5, 2026, at 8:00 a.m. ET, to discuss first quarter 2026 financial results, corporate developments and financial guidance for 2026. The conference call will be accessible by dialing toll-free (833) 461-5787 for domestic callers and (585) 542-9983 for international callers. The meeting ID is: 931163466. In addition, a webcast will be accessible via the Investor Relations section of the Company’s website. The webcast will be archived for a period of time following the live event. You can access the replay on the Investor Relations section of the Company’s website.

About Repligen Corporation

Repligen Corporation is a global life sciences company that develops and commercializes highly innovative bioprocessing technologies and systems that enable efficiencies in the process of manufacturing biological drugs. We are “inspiring advances in bioprocessing” for the customers we serve; primarily biopharmaceutical drug developers and contract development and manufacturing organizations (CDMOs) worldwide. Our focus areas are Filtration and Fluid Management, Chromatography, Process Analytics and Proteins. Our corporate headquarters are located in Waltham, Massachusetts, and the majority of our manufacturing sites are in the U.S., with additional key sites in Estonia, Germany, Ireland, the Netherlands and Sweden. For more information about the Company see our website at www.repligen.com, and follow us on LinkedIn.

Non-GAAP Measures of Financial Performance

To supplement our financial statements, which are presented on the basis of U.S. generally accepted accounting principles (“GAAP”), the following Adjusted (“non-GAAP”) measures of financial performance are included in this release: organic revenue and organic

revenue growth; adjusted gross profit and adjusted gross margin; adjusted income from operations and adjusted operating margin; organic adjusted operating margin year-over-year change; adjusted net income and adjusted net income margin; adjusted earnings per share (diluted); adjusted earnings before interest, taxes, depreciation and amortization (EBITDA), and adjusted EBITDA margin. The Company provides the impact of foreign currency translation, to enable determination of revenue and margin growth rates at constant currency. To calculate the impact of foreign currency translation, the Company converts the reported amounts from local currency to U.S. dollars using constant foreign currency exchange rates in the current and prior year periods.

The Company’s non-GAAP financial results and/or non-GAAP guidance exclude the impact of: acquisition, integration and divestiture costs; restructuring charges including the costs of severance and accelerated depreciation among other non-cash charges; inventory step-up costs and adjustments; transformation costs including incremental, non-recurring expenses for discrete strategic projects that are designed to deliver long-term benefits, including improvements to enhance productivity and enable company growth that do not meet the definition of restructuring; contingent consideration related to the Company’s acquisitions; intangible amortization costs; non-cash interest expense related to the accretion of the debt discount; amortization of debt issuance costs related to Company’s convertible debt; foreign currency impact of certain intercompany loans; loss on sale of business; and, the related impact on tax of non-GAAP charges.

These costs are excluded because management believes that such expenses do not have a direct correlation to future business operations, nor do the resulting charges recorded accurately reflect the performance of our ongoing operations for the period in which such charges are recorded. Additionally, for a project to be considered transformational, the project expenses are expected to bring long-term growth, profitability improvements and defined process and technology improvements. Our transformation initiative is multi-year but each project has a discrete, defined timeline. Further, organic adjusted operating margin year-over-year change excludes the effect of adjustments above, as well as the impact of mergers and acquisitions and foreign exchange. This measure is used by the Company in periods of acquisition because the timing, size and number of such transactions and their related impact on the financial statements may vary and make comparison of long-term results difficult.

All reconciliations of above GAAP figures to adjusted (non-GAAP) figures are detailed in the tables included later in this press release. Certain prior year amounts have been reclassified to conform with the current year presentation. When analyzing the Company’s operating performance and guidance, investors should not consider non-GAAP measures as a substitute for the comparable financial measures prepared in accordance with GAAP.

The Company does not provide GAAP financial measures on a forward-looking basis as the Company is unable to provide a quantitative reconciliation of forward-looking non-GAAP measures to the most directly comparable forward-looking GAAP measure, without unreasonable effort. The Company cannot reasonably predict items including, but not limited to, the timing and amount of future restructuring and cost-savings actions or transformation, acquisition and integration related costs. These items are generally uncertain and are not indicative of ongoing operations of the business, and the impact could be material to our results in accordance with GAAP.

Forward-Looking Statements

This press release contains forward-looking statements, which are made pursuant to and in reliance upon the safe harbor provisions of federal securities laws, including the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements contained herein which do not describe historical facts, including, among others, any express or implied statements or guidance regarding current or future financial performance and position, including our 2026 financial guidance and related assumptions; expected demand in the markets in which we operate; and the expected performance of our business and momentum across our portfolio, are based on management’s current expectations and beliefs and are forward-looking statements which involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements.

Such risks and uncertainties include, among others, our ability to successfully grow our bioprocessing business; our ability to manage through and predict headwinds; the risk that we have assumed that markets and franchises will improve and grow as predicted; our ability to achieve our 2026 financial guidance; our ability to develop and commercialize products and the market acceptance of our products; our ability to successfully integrate any acquired businesses and relevant personnel in a timely manner or at all, and to achieve the expected benefits of such acquisitions; the risk that demand for our products could decline, which could adversely impact our future revenues, cash flows, results of operations and financial condition; our ability to compete with larger, better financed bioprocessing companies; risks around the Company’s effectiveness of disclosure controls and procedures and the effectiveness of our internal control over financial reporting; our compliance with all U.S. Food and Drug Administration and European Medicines Evaluation Agency regulations; our volatile stock price; the impact of tariffs on our business, and other risks and uncertainties detailed in Repligen’s filings with the U.S. Securities and Exchange Commission (the Commission), including our Annual Report on Form 10-K for the year ended December 31, 2025 and in subsequently filed reports with the Commission, including our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any subsequent filings made with the Commission, which are available at the Commission’s website at www.sec.gov. Actual results may differ materially from those Repligen contemplated by these

forward-looking statements, which reflect management’s current views, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions, and are based only on information currently available to us. Repligen cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. Repligen disclaims any obligation to update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

Repligen Contact:

Jacob Johnson

VP, Investor Relations

(781) 419-0204

investors@repligen.com

REPLIGEN CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, amounts in thousands, except share data)

March 31,

December 31,

2026

2025

ASSETS

Current assets:

Cash and cash equivalents

582,650

566,021

Marketable securities

201,881

201,607

Accounts receivable, net of allowances of $2,709 and $2,767 at March 31, 2026 and December 31, 2025, respectively

151,552

158,587

Inventories, net

179,256

170,458

Prepaid expenses and other current assets

46,021

40,712

Total current assets

1,161,360

1,137,385

Property, plant and equipment, net

173,461

186,614

Intangible assets, net

368,188

386,147

Goodwill

1,106,874

1,114,408

Deferred tax assets

1,362

694

Operating lease right of use assets

113,644

119,538

Other noncurrent assets

5,883

4,913

Total assets

2,930,772

2,949,699

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

34,657

30,010

Operating lease liabilities

21,071

21,559

Contingent consideration

5,226

5,049

Accrued liabilities

65,255

79,208

Total current liabilities

126,209

135,826

Convertible Senior Notes due 2028, net

546,585

542,213

Deferred tax liabilities

15,018

22,496

Noncurrent operating lease liabilities

119,964

126,176

Noncurrent contingent consideration

778

1,304

Other noncurrent liabilities

16,755

15,555

Total liabilities

825,309

843,570

Stockholders' equity:

Preferred stock, $0.01 par value, 5,000,000 shares authorized, no shares issued or outstanding

—

Common stock, $0.01 par value; 80,000,000 shares authorized; 56,399,294 shares at March 31, 2026 and 56,325,429 shares at December 31, 2025 issued and outstanding

564

563

Additional paid-in capital

1,654,627

1,651,849

Accumulated other comprehensive loss

(14,309

)

(2,531

)

Retained earnings

464,581

456,248

Total stockholders’ equity

2,105,463

2,106,129

Total liabilities and stockholders’ equity

2,930,772

2,949,699

REPLIGEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, amounts in thousands, except per share data)

Three Months Ended March 31,

2026

2025

Revenue:

Product

194,211

169,137

Royalty and other revenue

Total revenue

194,255

169,172

Costs and operating expenses:

Cost of goods sold

85,971

77,801

Research and development

14,458

12,114

Selling, general and administrative

76,536

70,706

Restructuring activities and other charges

1,496

1,973

Change in fair value of contingent consideration

(146

)

—

Total costs and operating expenses

178,315

162,594

Income from operations

15,940

6,578

Other (expense) income, net:

Investment income

6,342

7,314

Interest expense

(5,578

)

(5,250

)

Amortization of debt issuance costs

(419

)

(413

)

Loss on sale of business

(13,763

)

—

Other (expense), net

(750

)

(286

)

Other (expense) income, net

(14,168

)

1,365

Income before income taxes

1,772

7,943

Income tax (benefit) provision

(6,561

)

2,113

Net income

8,333

5,830

Earnings per share:

Basic

0.15

0.10

Diluted

0.15

0.10

Weighted average common shares outstanding:

Basic

56,354

56,123

Diluted

56,666

56,558

REPLIGEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, amounts in thousands)

Three Months Ended March 31,

2026

2025

Cash flows from operating activities

Net income

8,333

5,830

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

19,762

18,704

Amortization of debt discount and issuance costs

4,372

4,039

Loss on sale of business

13,763

—

Stock-based compensation

8,322

7,273

Deferred income taxes, net

(7,700

)

(1,204

)

Change in fair value of contingent consideration

(146

)

—

Net unrealized foreign exchange loss (gain)

(8,207

)

Operating lease right of use asset amortization

4,775

4,484

Other adjustments and non-cash items

(1,327

)

10,475

Changes in operating assets and liabilities, excluding impact of acquisitions:

Accounts receivable

3,186

(9,921

)

Inventories

(12,069

)

(3,828

)

Prepaid expenses and other current assets

(1,978

)

(2,191

)

Other noncurrent assets

(1,202

)

Accounts payable

5,918

(6,693

)

Accrued liabilities

(12,655

)

1,807

Operating lease liabilities

(5,594

)

(4,836

)

Noncurrent liabilities

1,269

475

Total cash provided by operating activities

28,295

15,005

Cash flows for investing activities

Acquisitions, net of cash acquired

—

(69,720

)

Purchases of marketable securities

(64,625

)

—

Maturities of marketable securities

66,000

—

Additions to capitalized software costs

(237

)

(867

)

Purchases of property, plant and equipment

(4,710

)

(3,563

)

Sale of property, plant and equipment

—

Other investing activities

(416

)

—

Total cash used in investing activities

(3,988

)

(74,108

)

Cash flows for financing activities

Proceeds from exercise of stock options

—

1,464

Payment of tax withholding obligation on vesting of restricted stock

(5,543

)

(6,494

)

Total cash used in financing activities

(5,543

)

(5,030

)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

(145

)

4,007

Net increase (decrease) in cash, cash equivalents and restricted cash

18,619

(60,126

)

Cash, cash equivalents and restricted cash, beginning of period

566,021

757,355

Cash, cash equivalents and restricted cash, end of period

584,640

697,229

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES

(Unaudited, amounts in thousands, except percentage and earnings per share data)

In all tables below, totals may not add due to rounding

Reconciliation of Total Revenue (GAAP) Growth to Organic Revenue Growth (Non-GAAP)

Three Months Ended March 31,

2026

2025

TOTAL REPORTED REVENUE (GAAP) GROWTH

Acquisition revenue

Currency exchange

ORGANIC REVENUE GROWTH (NON-GAAP)

Reconciliation of Income from Operations (GAAP) to Adjusted Income from Operations (Non-GAAP)

Three Months Ended March 31,

2026

2025

INCOME FROM OPERATIONS (GAAP)

15,940

6,578

ADJUSTMENTS TO INCOME FROM OPERATIONS (GAAP):

Acquisition, integration and divestiture costs

2,691

6,033

Restructuring activities and other charges (1)

1,496

1,973

Transformation costs (2)

129

(884

)

Intangible amortization

9,794

9,121

Contingent Consideration

(146

)

—

Other(4)

—

584

ADJUSTED INCOME FROM OPERATIONS (NON-GAAP)

29,904

23,405

OPERATING (EBIT) MARGIN (GAAP)

8.2

3.9

ADJUSTED OPERATING (EBIT) MARGIN (NON-GAAP)

15.4

13.8

Reconciliation of Operating (EBIT) Margin Growth to Organic Adjusted Operating Margin Growth (Non-GAAP)

Three Months Ended

March 31, 2026

OPERATING (EBIT) MARGIN (GAAP) YEAR-OVER-YEAR CHANGE

4.3

Acquisition, integration and divestiture costs

(2.2

Restructuring activities and other charges (1)

(0.4

Transformation costs (2)

0.6

Intangible amortization

(0.3

Contingent Consideration

(0.1

Other(4)

(0.3

ADJUSTED OPERATING (EBIT) MARGIN (NON-GAAP) YEAR-OVER-YEAR CHANGE

1.6

Impact of mergers and acquisitions

1.3

Currency exchange

(0.9

ORGANIC ADJUSTED OPERATING MARGIN (NON-GAAP) YEAR-OVER-YEAR CHANGE

2.0

Reconciliation of Net Income (GAAP) to Adjusted Net Income (Non-GAAP)

Three Months Ended March 31,

2026

2025

NET INCOME (GAAP)

8,333

5,830

ADJUSTMENTS TO NET INCOME (GAAP):

Acquisition, integration and divestiture costs

2,691

6,033

Restructuring activities and other charges (1)

1,496

1,973

Transformation costs (2)

129

(884

)

Intangible amortization

9,794

9,121

Contingent Consideration

(148

)

—

Non-cash interest expense

4,074

3,747

Amortization of debt issuance costs

419

413

Foreign currency impact of certain intercompany loans (3)

890

—

Loss on sale of business

13,763

—

Other(4)

—

584

Tax effect of non-GAAP charges

(14,287

)

(4,576

)

ADJUSTED NET INCOME (NON-GAAP)

27,154

22,241

NET INCOME MARGIN (GAAP)

4.3

3.4

ADJUSTED NET INCOME MARGIN (NON-GAAP)

14.0

13.1

Reconciliation of EPS (GAAP) to EPS (Non-GAAP)

Three Months Ended March 31,

2026

2025

EPS (GAAP) - DILUTED

0.15

0.10

ADJUSTMENTS TO EPS (GAAP) - DILUTED:

Acquisition, integration and divestiture costs

0.05

0.11

Restructuring activities and other charges (1)

0.03

Transformation costs (2)

0.00

(0.02

)

Intangible amortization

0.17

0.16

Contingent Consideration

(0.00

)

—

Non-cash interest expense

0.07

Amortization of debt issuance costs

0.01

Foreign currency impact of certain intercompany loans (3)

0.02

—

Loss on sale of business

0.24

—

Other(4)

—

0.01

Tax effect of non-GAAP charges

(0.25

)

(0.08

)

ADJUSTED EPS (NON-GAAP) - DILUTED

0.48

0.39

Reconciliation of Net Income (GAAP) to Adjusted EBITDA (Non-GAAP)

Three Months Ended March 31,

2026

2025

NET INCOME (GAAP)

8,333

5,830

ADJUSTMENTS:

Investment income

(6,342

)

(7,314

)

Interest expense

5,578

5,250

Amortization of debt issuance costs

419

413

Income tax (benefit) provision

(6,561

)

2,113

Depreciation

9,968

9,555

Intangible amortization

9,794

9,149

EBITDA (NON-GAAP)

21,189

24,996

OTHER ADJUSTMENTS:

Acquisition, integration and divestiture costs

2,691

6,033

Restructuring activities and other charges (1)

1,496

1,973

Transformation costs (2)

129

(884

)

Contingent Consideration

(148

)

—

Foreign currency impact of certain intercompany loans (3)

890

—

Loss on sale of business

13,763

—

Other(4)

—

584

ADJUSTED EBITDA (NON-GAAP)

40,010

32,702

NET INCOME MARGIN (GAAP)

4.3

3.4

ADJUSTED EBITDA MARGIN (NON-GAAP)

20.6

19.3

FOOTNOTES FOR ALL TABLES ABOVE:

(1)

Restructuring activities and other charges includes the costs of severance and accelerated depreciation among other non-cash charges. Charges for the three months ended March 31, 2026, consists of activities to simplify the global manufacturing footprint of the organization and align its workforce to support long-term company growth.

(2)

For the three months ended March 31, 2026, transformation costs include $1.0 million of expenses for discrete strategic projects that are designed to deliver long-term growth under our Transformation Office, partially offset by $0.9 million for the benefit received from the sale of inventory that had previously been reserved for as part of past restructuring plans. The three months ended March 31, 2025 includes $0.9 million for the benefit received from the sale of inventory that had previously been reserved as part of past restructuring plans.

(3)

During the three months ended March 31, 2026 we recorded foreign currency losses on certain intercompany loans of $0.9 million. This is recorded in other (expense), net within the condensed consolidated statements of operations.

(4)

Includes other expenses that are non-indicative of our ongoing performance and one-time events relating to a cybersecurity incident, net of insurance, and costs associated with the restatement of previously issued financial statements.

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Document and Entity Information

May 05, 2026

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REPLIGEN CORP

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May 05, 2026

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41 Seyon Street

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Waltham

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