v3.25.2
Shareholders' Equity
 6 Months Ended
Jun. 30, 2025
Stockholders' Equity Note [Abstract]  
Shareholders' Equity
21.
Shareholders’ Equity

At June 30, 2025, the Company did not have any preferred stock issued or outstanding (5,000,000 shares authorized with $0.01 par value).

 

At June 30, 2025, the Company had 182,695,537 shares issued and 151,715,927 shares outstanding of common stock (260,000,000 shares authorized with $0.01 par value).

Public Offering

 

In May 2024, the Company completed an underwritten public offering (the “Offering”) in which the Company issued and sold 6,000,000 shares of its common stock at a public offering price of $67.29 per share. The Company received net proceeds of approximately $403.0 million after deducting underwriting fees and other offering expenses. The Offering was made pursuant to an automatically effective registration statement on Form S-3 and accompanying prospectus filed with the SEC on May 29, 2024, and a final prospectus relating to the Offering filed with the SEC on May 31, 2024. The Company did not complete any underwritten public offering during the three and six months ended June 30, 2025.

 

Share Repurchase Program

In May 2023, the Company’s Board of Directors approved a share repurchase program (the “2023 Repurchase Program”) authorizing the purchase of up to $500.0 million of the Company’s common stock over a two-year period, in amounts, at prices, and at such times as management deems appropriate, subject to market conditions, legal requirements, and other considerations.

The following table presents the share purchase activity under the 2023 Repurchase Program for the periods reported (in millions except share data):

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Shares purchased

 

—

 

 

—

 

 

 

200,731

 

 

—

 

Aggregate cost of shares repurchased

 

$

—

 

 

$

—

 

 

$

10.0

 

 

$

—

 

Dollar value of shares that may yet be purchased under the program (a)

 

$

359.9

 

 

$

369.9

 

 

$

359.9

 

 

$

369.9

 
a)
Authorization for the remaining $359.9 million on the 2023 Repurchase Program expired in May 2025.

At June 30, 2025 the Company held 30,979,610 shares of treasury stock at cost.

Stock-Based Compensation

The Company recorded stock-based compensation expense as follows in the unaudited condensed consolidated statements of operations and comprehensive income (in millions):

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Stock options

 

$

0.5

 

 

$

0.4

 

 

$

1.0

 

 

$

0.9

 

Restricted stock units

 

 

4.8

 

 

 

4.4

 

 

 

9.5

 

 

 

8.6

 

Employee Stock Purchase Plan

 

 

0.4

 

 

 

0.3

 

 

 

0.8

 

 

 

0.5

 

Total stock-based compensation expense

 

$

5.7

 

 

$

5.1

 

 

$

11.3

 

 

$

10.0

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Cost of product revenue

 

$

0.5

 

 

$

0.4

 

 

$

1.1

 

 

$

0.8

 

Selling, general and administrative

 

 

4.5

 

 

 

4.1

 

 

 

8.8

 

 

 

8.0

 

Research and development

 

 

0.7

 

 

 

0.6

 

 

 

1.4

 

 

 

1.2

 

Total stock-based compensation expense

 

$

5.7

 

 

$

5.1

 

 

$

11.3

 

 

$

10.0

 

In addition to the awards above, the Company recorded stock-based compensation expense within other charges, net of $0.7 million and $1.7 million in the three months ended June 30, 2025, and 2024, respectively, and $1.3 million and $2.2 million in the six months ended June 30, 2025 and 2024, respectively, related to the fair value changes of hybrid instruments associated with the option rights of certain minority shareholders of the Company’s majority owned acquisitions.

At June 30, 2025, the Company expected to recognize pre-tax stock-based compensation expense of $3.5 million associated with outstanding stock option awards granted under the Company's stock plans over the weighted average remaining service period of 2.3 years. The Company also expects to recognize additional pre-tax stock-based compensation expense of $36.1 million associated with outstanding restricted stock units granted under the Company's 2016 Incentive Compensation Plan over the weighted average remaining service period of 2.3 years.

In May 2025, the Bruker Corporation 2026 Incentive Compensation Plan (the “2026 Plan”) was approved by the Company’s stockholders. The 2026 Plan will be effective as of February 19, 2026 (the “Effective Date”), which will be the date immediately following the date on which the Bruker Corporation 2016 Incentive Compensation Plan (the “Prior Plan”) expires. No additional awards will be granted under the Prior Plan on or after the Effective Date. The 2026 Plan provides for the issuance of up to 12,000,000 shares of the Company’s common stock. The 2026 Plan will be administered by the Compensation Committee of the Board or another committee appointed by the Board (the “Committee”) and provides for grants of awards to non-employee directors, employees, and certain key advisors of the Company, and its subsidiaries in the form of nonqualified and incentive options, stock awards, stock units, stock appreciation rights, cash-based awards, and other awards. The Committee has the authority to determine which employees will receive awards, the amount of any awards, and other terms and conditions of such awards. The 2026 Plan will terminate on May 28, 2035, unless terminated earlier pursuant to its terms.