Shareholders' Equity |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Stockholders' Equity Note [Abstract] | |
| Shareholders' Equity | 21. Shareholders’ Equity
At June 30, 2026, the Company had 183,257,555 shares issued and 152,352,967 shares outstanding of common stock (260,000,000 shares authorized with $0.01 par value), and it held 30,904,588 shares of treasury stock at cost. No share repurchases occurred during the three and six months ended June 30, 2026.
Mandatory Convertible Preferred Stock As of June 30, 2026, the Company had 2,760,000 shares of Series A mandatory convertible preferred stock outstanding or $693.6 million in aggregate liquidation preference (5,000,000 shares authorized with $0.01 par value). When, and if declared by the Company’s board of directors, dividends on the Series A mandatory convertible preferred stock are payable quarterly at a rate per annum equal to 6.375% on the liquidation preference of $250 per share. Dividends on the Series A mandatory convertible preferred stock are cumulative, and the Series A mandatory convertible preferred stock, unless previously converted or redeemed, will automatically convert into the Company’s common stock on September 1, 2028. Unless converted earlier in accordance with its terms, each share of Series A mandatory convertible preferred stock will automatically convert on the mandatory conversion date into between 6.9534 and 8.5179 shares of Common Stock, in each case, subject to customary anti-dilution adjustments. The number of shares of Common Stock issuable upon mandatory conversion will be determined based on the average volume weighted average price per share of Common Stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately prior to September 1, 2028. If upon mandatory conversion, the Board of Directors has not declared and paid all or any portion of the accumulated and unpaid dividends payable on the outstanding shares of the Series A mandatory convertible preferred stock, the applicable conversion rate will be adjusted so that converting holders receive an additional number of shares of Bruker common stock having a market value generally equal to the amount of such undeclared, accumulated and unpaid dividends. If a “fundamental change” as defined in the Certificate of Designations, occurs on or prior to September 1, 2028, then holders of the Mandatory Convertible Preferred Stock will be entitled to convert all or any portion of their shares (but in no event in increments of less than one share of the Mandatory Convertible Preferred Stock), into shares of the Company’s common stock at the fundamental change conversion rate, as defined in the Certificate of Designations, for a specified period of time, and also to receive an amount to compensate such holders for unpaid accumulated dividends and any remaining future scheduled dividend payments. Stock-Based Compensation The Company recorded stock-based compensation expense of $5.6 million and $5.7 million, for the three months ended June 30, 2026, and 2025, respectively, and $11.6 million and $11.3 million for the six months ended June 30, 2026, and 2025, respectively. The majority of the stock-based compensation expense related to the restricted stock units awards and was recorded in selling, general and administrative costs in the unaudited condensed consolidated statements of operations. At June 30, 2026, the Company expected to recognize pre-tax stock-based compensation expense of $38.4 million associated with outstanding stock option awards and restricted stock units granted under the Company's stock plans over the weighted average remaining service period of 2.4 years. |