On July 21, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) to acquire all outstanding shares of common stock of BioLife Solutions, Inc. (“BioLife”), a publicly traded company focused on developing cell processing tools and services for the cell and gene therapy market, for approximately $1.5 billion, comprised of approximately 64% in the Company’s common stock and 36% in cash (the “Transaction”). The Company will account for the acquisition in the period the Transaction closes, which closing is expected to occur in the fourth quarter of 2026. At the closing, the BioLife stockholders will be entitled to $11.25 in cash per share plus 0.1442 shares of the Company’s common stock per BioLife share. The Transaction is subject to customary closing conditions, including (among others) (i) the adoption and approval of the Merger Agreement by the holders of a majority of the outstanding shares of BioLife common stock; (ii) the absence of any adverse law or order that restrains, enjoins, makes illegal or otherwise prohibits the consummation of the Transaction; (iii) the shares of the Company’s common stock to be issued in connection with the Transaction (the “Merger Shares”) being approved for listing on The Nasdaq Stock Market; (iv) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (v) the U.S. Securities and Exchange Commission having declared effective the Registration Statement on Form S-4 to be filed by the Company to register the Merger Shares; (vi) subject to certain materiality exceptions, the accuracy of certain representations and warranties of each of Company and BioLife contained in the Merger Agreement and the compliance by each party with the covenants contained in the Merger Agreement; and (vii) the absence of a continuing material adverse effect with respect to each of the Company and BioLife.