bio-20260324

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )


☑			Filed by the Registrant			☐			Filed by a party other than the Registrant


CHECK THE APPROPRIATE BOX:
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☑			Definitive Proxy Statement
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☐			Soliciting Material under §240.14a-12

Bio-Rad Laboratories, Inc.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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☐			Fee paid previously with preliminary materials
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Bio-Rad Laboratories, Inc.

1000 Alfred Nobel Drive
Hercules, California 94547

Notice of Annual Meeting of Stockholders

Tuesday, April 21, 2026

4:00 p.m. Pacific Daylight Time

1000 Alfred Nobel Drive, Hercules, California 94547



			TO THE STOCKHOLDERS OF BIO-RAD LABORATORIES, INC.:

The annual meeting of the stockholders of Bio-Rad Laboratories, Inc. will be held at our corporate offices, 1000 Alfred Nobel Drive, Hercules, California 94547 on Tuesday, April 21, 2026 at 4:00 p.m., Pacific Daylight Time to consider and vote on:

1.The election of two directors by the holders of outstanding Class A Common Stock and four directors by the holders of outstanding Class B Common Stock;

2.A proposal to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2026;

3.An advisory (non-binding) vote to approve executive compensation;

4.Approval of the Amended Bio-Rad Laboratories, Inc. 2017 Incentive Award Plan;

5.A stockholder proposal, if properly presented at the annual meeting; and

6.Such other matters as may properly come before the meeting and at any adjournments or postponements thereof.

Our Board of Directors has fixed the close of business on February 23, 2026 as the record date for the determination of stockholders entitled to notice of and to vote at this annual meeting and at any adjournments or postponements thereof. Our stock transfer books will not be closed.

All stockholders are invited to attend the annual meeting in person, but those who are unable to do so are urged to execute and return promptly the enclosed proxy card(s) in the provided postage-paid envelope. Since the holders of a majority of the outstanding shares of each class of our common stock must be present or represented at the annual meeting to elect directors and the holders of a majority of our Voting Power must be present or represented at the annual meeting to conduct the other business matters referred to above, your promptness in returning the enclosed proxy card(s) will be greatly appreciated. Your proxy is revocable and will not affect your right to vote in person at the annual meeting in the event you attend the meeting and revoke your proxy.

This proxy statement and the accompanying proxy card(s) are first being distributed to stockholders of record on or about March 25, 2026.

Hercules, California

March 25, 2026

By order of the Board of Directors

BIO-RAD LABORATORIES, INC.

Catherine D. Elder

Assistant Secretary



Important Notice Regarding the Internet Availability of Proxy Materials for our 2026 Annual Meeting of Stockholders to be held on April 21, 2026: The proxy statement and annual report of Bio-Rad Laboratories, Inc. are available at www.bio-radproxy.com.

Table of Contents


PROXY SUMMARY			4
PROXY STATEMENT			6
202 6 ANNUAL MEETING			6
GENERAL INFORMATION ABOUT THE MEETING AND VOTING			6
ITEM 1. ELECTION OF DIRECTORS			8
DIRECTOR NOMINEES			8
DIRECTOR COMPENSATION			11
INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			12
CONTROLLED COMPANY			12
INDEPENDENT DIRECTORS			12
COMMITTEES OF THE BOARD OF DIRECTORS			12
DIRECTOR QUALIFICATIONS			14
COMPOSITION			14
BOARD LEADERSHIP AND RISK OVERSIGHT			15
BOARD AND STOCKHOLDER MEETING ATTENDANCE			16
TRANSACTIONS WITH RELATED PERSONS			16
COMMUNICATIONS WITH THE BOARD OF DIRECTORS			16
CORPORATE GOVERNANCE DOCUMENTS			16
ITEM 2. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS			17
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS			17
ITEM 3. ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION			19
ITEM 4. APPROVAL OF THE AMENDED BIO-RAD LABORATORIES, INC. 2017 INCENTIVE AWARD PLAN			20
EXECUTIVE OFFICERS			29
PRINCIPAL AND MANAGEMENT STOCKHOLDERS			31
DELINQUENT SECTION 16(A) REPORTS			32
COMPENSATION COMMITTEE REPORT			33

Table of Contents


COMPENSATION DISCUSSION AND ANALYSIS			34
COMPENSATION PROGRAM OBJECTIVES AND PHILOSOPHY			34
STOCKHOLDER SAY-ON-PAY VOTE			34
THE COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM			35
OUR PROCESS FOR SETTING EXECUTIVE COMPENSATION			35
COMPENSATION TABLES			41
SUMMARY COMPENSATION TABLE			41
GRANTS OF PLAN-BASED AWARDS TABLE			42
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END			43
OPTION EXERCISES AND STOCK VESTED TABLE			44
PENSION BENEFITS			44
NONQUALIFIED DEFERRED COMPENSATION PLANS			44
POTENTIAL PAYMENTS ON TERMINATION OR CHANGE IN CONTROL			44
PAY RATIO DISCLOSURE			46
PAY VERSUS PERFORMANCE TABLE			46
NARRATIVE DISCLOSURE TO PAY VERSUS PERFORMANCE TABLE			48
EQUITY COMPENSATION PLAN INFORMATION AS OF DECEMBER 31, 2025			49
ITEM 5. STOCKHOLDER PROPOSAL REGARDING DUAL CLASS STRUCTURE			50
STOCKHOLDER PROPOSALS FOR 202 7			52
OTHER MATTERS			52
ANNUAL REPORT			52
APPENDIX A - AMENDED BIO-RAD LABORATORIES, INC. 2017 INCENTIVE AWARD PLAN			53


BIO-RAD LABORATORIES, INC. - 2026 Proxy Statement			3

Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. Page references are supplied to help you find further information in this proxy statement. This proxy statement and the accompanying proxy card(s) are first being distributed to stockholders of record on or about March 25, 2026.

Bio-Rad 2026 Annual Meeting of Stockholders

•Date and Time: Tuesday, April 21, 2026 at 4 p.m. Pacific Daylight Time

•Location: 1000 Alfred Nobel Drive, Hercules, California 94547

•Record Date: February 23, 2026

Eligibility to Vote (page 6)

You can vote if you are a holder of our Class A Common Stock or Class B Common Stock at the close of business on February 23, 2026.

How to Cast Your Vote (page 7)

You can vote by any of the following methods:

•Promptly completing, signing and returning your proxy card(s) by mail;

•On the internet or by telephone, pursuant to the instructions provided on the proxy card(s) provided to you with your printed proxy materials; or

•In person, at the annual meeting.

If a bank, broker or other nominee is the record holder of your stock on February 23, 2026, you will be able to vote by following the instructions on the voting instruction form or notice that you receive from your bank, broker or other nominee.

Voting Matters (pages 8, 17, 19, 20 and 50)


Item		Board Vote Recommendation	Page Reference (for more detail)
1.	Election of Directors	FOR each Director Nominee	8
2.	Ratification of Auditors	FOR	17
3.	An Advisory (Non-Binding) Vote to Approve Executive Compensation	FOR	19
4.	Approval of the Amended Bio-Rad Laboratories, Inc. 2017 Incentive Award Plan	FOR	20
5.	Stockholder Proposal Regarding Dual Class Capital Structure	AGAINST	50


4			BIO-RAD LABORATORIES, INC. - 2026 Proxy Statement

Proxy Summary

Board Nominees (page 8)

Name

Age

Director
since

Occupation

Independent
Under NYSE Rules

Committee
Memberships

Other Public
Company Boards

Jeffrey L. Edwards

2017

Former EVP, Chief Financial Officer of Allergan, Inc.

Yes

–Audit

–Compensation

–Legal & Regulatory Compliance

Kyntra Bio, Inc.

Clearside

Biomedical, Inc.

Gregory K. Hinckley

2017

Former President of Mentor Graphics Corporation

Yes

–Audit

–Compensation

SI-BONE, Inc.

Melinda Litherland

2017

Retired Partner, Deloitte & Touche LLP

Yes

–Audit

–Legal & Regulatory Compliance

Rapid Micro

Biosystems, Inc.

Arnold A. Pinkston

2017

Former Corporate Vice President, General Counsel of Edwards Lifesciences Corporation

Yes

–Legal & Regulatory Compliance

Allison Schwartz

2022

Vice President, Global Supply Chain Clinical Diagnostics Group Operations of Bio-Rad Laboratories, Inc.

Norman Schwartz

1995

Chief Executive Officer and Chairman of the Board of Bio-Rad

Auditors (page 17)

We are asking our stockholders to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Set forth below is summary information with respect to the aggregate fees billed for professional services rendered for the fiscal years ended December 31, 2025 and 2024 by KPMG LLP.


	2025		2024
Audit Fees	$	6,192,000		$	6,243,000
Audit-Related Fees	—			—
Tax Fees	—			—
All Other Fees	244,000			22,000

Advisory (Non-Binding) Vote to Approve Executive Compensation (page 19)

We are asking our stockholders to cast a non-binding advisory vote to approve the compensation of our named executive officers.

Approval of the Amended Bio-Rad Laboratories, Inc. 2017 Incentive Award Plan (page 20)

We are asking our stockholders to approve the Amended Bio-Rad Laboratories, Inc. 2017 Incentive Award Plan to (i) increase the shares of common stock reserved for issuance under the plan by 335,000 shares and (ii) extend the expiration date of the plan by approximately two years to March 18, 2036.

Stockholder Proposal Regarding Dual Class Capital Structure (page 50)

A stockholder proposal is expected to be presented for a vote at the annual meeting.


BIO-RAD LABORATORIES, INC. - 2026 Proxy Statement			5

Proxy Statement

2026 ANNUAL MEETING

Our Board of Directors is soliciting the enclosed proxy in connection with our 2026 annual meeting of stockholders (the “Annual Meeting”) to be held our corporate offices, 1000 Alfred Nobel Drive, Hercules, California 94547 on Tuesday, April 21, 2026 at 4:00 p.m., Pacific Daylight Time, and at any adjournments or postponements thereof. Copies of this proxy statement and the accompanying notice and proxy card(s) are first being mailed on or about March 25, 2026 to all stockholders entitled to vote. We refer to Bio-Rad Laboratories, Inc. in this proxy statement as “we,” “our,” the “Company” or “Bio-Rad”.

General Information About the Meeting and Voting

What items of business will be voted on at the Annual Meeting?

The items of business scheduled to be voted on at the Annual Meeting are:

•The election of two directors by the holders of outstanding Class A Common Stock and four directors by the holders of outstanding Class B Common Stock;

•A proposal to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2026;

•An advisory (non-binding) vote to approve executive compensation;

•Approval of the Amended Bio-Rad Laboratories, Inc. 2017 Incentive Award Plan;

•A stockholder proposal, if properly presented at the annual meeting; and

•Such other matters as may properly come before the meeting and at any adjournments or postponements thereof.

What is included in the proxy materials?

The proxy materials include:

•Our proxy statement for the Annual Meeting;

•Our 2025 Annual Report to Stockholders, which consists of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025; and

•Proxy card(s) for the Annual Meeting.

What shares can I vote?

Our securities entitled to vote at the meeting consist of Class A Common Stock and Class B Common Stock (collectively, “Common Stock”). As of the close of business on February 23, 2026 (the “Record Date”), we had 21,924,404 shares of Class A Common Stock and 5,065,990 shares of Class B Common Stock issued and outstanding.

How many votes am I entitled to per share?

For all matters where the holders of Class A Common Stock and Class B Common Stock vote together as a class, each share of Class A Common Stock is entitled to one-tenth of a vote and each share of Class B Common Stock is entitled to one vote. For all matters where the holders of Class A Common Stock and Class B Common Stock vote separately, including the election of directors, each share of Class A Common Stock and each share of Class B Common Stock is entitled to one vote. The sum of one-tenth the number of outstanding shares of Class A Common Stock and the number of outstanding shares of Class B Common Stock constitutes our “Voting Power.”

What constitutes a quorum for the Annual Meeting?

The presence, in attendance or by proxy, of the holders of a majority of our Voting Power, as defined above, will constitute a quorum for the transaction of business; provided, however, that the election of the Class A and Class B directors shall require the presence, in attendance or by proxy, of the holders of a majority of the outstanding shares of each respective class.

How many votes are needed to approve each item of business?

Six directors are to be elected at the meeting. The holders of Class A Common Stock, voting as a separate class, are entitled to elect two directors. The holders of Class B Common Stock, also voting as a separate class, are entitled to elect the other four directors. Our stockholders do not have any right to vote cumulatively in any election of directors. Directors elected by each class shall be elected by a majority of the votes cast in the respective class.


6			BIO-RAD LABORATORIES, INC. - 2026 Proxy Statement

General Information About the Meeting and Voting

The proposal to ratify the appointment of our independent auditors, the advisory (non-binding) vote to approve executive compensation, the approval of the Amended Bio-Rad Laboratories, Inc. 2017 Incentive Award Plan, and the stockholder proposal must each receive the affirmative vote of a majority of our Voting Power present or represented by proxy at the meeting and entitled to vote on such matter in order for it to be approved.

What effect do broker non-votes and abstentions have on the items of business?

The term “broker non-votes” refers to shares held by a brokerage firm or other nominee (for the benefit of its client) that are represented at the meeting, but with respect to which such broker or nominee is not instructed to vote by the beneficial holder on a particular proposal and does not have discretionary authority to vote on that proposal. Brokers and nominees do not have discretionary voting authority on certain non-routine matters, including the election of directors, the advisory (non-binding) vote to approve executive compensation, the approval of the Amended Bio-Rad Laboratories, Inc. 2017 Incentive Award Plan, and the stockholder proposal, and accordingly, may not vote on such matters absent instructions from the beneficial holder. Broker non-votes will not be counted in determining the number of votes cast on these non-routine matters. Brokers have discretionary authority to vote on the ratification of the Company’s independent auditors.

For purposes of determining the presence of a quorum, broker non-votes, as well as abstentions, will be counted as shares that are present and entitled to vote. With respect to the election of directors, broker non-votes and abstentions will not affect the outcome of a director’s election. With respect to the proposal to ratify the appointment of our independent auditors, there will be no broker non-votes in connection with this proposal because brokers have discretionary authority to vote on the ratification of the Company’s independent auditors, and abstentions will have the same effect as a vote against this proposal. With respect to the advisory (non-binding) vote to approve executive compensation, the approval of the Amended Bio-Rad Laboratories, Inc. 2017 Incentive Award Plan, and the stockholder proposal, abstentions will have the same effect as a vote against the proposal and broker non-votes will have no effect on the vote for the proposal.

How do I vote?

If you are the record holder of your stock as of the Record Date, you may submit a proxy by executing and returning the enclosed proxy card(s) in the provided postage-paid envelope. You may also vote on the internet or by telephone, pursuant to the instructions provided on the proxy card(s) provided to you with your printed proxy materials, or you may attend the Annual Meeting and vote your shares in person.

If a bank, broker or other nominee is the record holder of your stock on the Record Date, you will be able to vote by following the instructions on the voting instruction form or notice that you receive from your bank, broker or other nominee.

What happens if I do not provide instructions on how to vote or if other matters are presented for determination at the Annual Meeting?

Shares for which a properly executed proxy in the enclosed form is returned will be voted at the Annual Meeting in accordance with the directions on such proxy. If no voting instructions are indicated with respect to one or more of the proposals, the proxy will be voted "For" the nominees in Item 1, "For" Items 2, 3 and 4, "Against" Item 5, and will be voted on those other matters that may properly come before the Annual Meeting at the discretion of the person named in the proxy. The Board of Directors is not aware of any matters that might come before the meeting other than those mentioned in this proxy statement. If, however, any other matters properly come before the Annual Meeting, it is intended that the proxies will be voted in accordance with the judgment of the person or persons voting such proxies.

May I change my vote?

Yes. Any proxy may be revoked by the record owner of the shares at any time prior to its exercise by filing with our Secretary a written revocation or duly executed proxy bearing a later date or by attending the Annual Meeting and announcing such revocation or voting in person at the meeting. Attendance at the Annual Meeting will not, by itself, constitute revocation of a proxy. For shares held through a broker, the directions received from the broker must be followed in order to revoke a proxy, change a vote or to vote at the Annual Meeting.

What rights do I have if I dissent on an item of business?

There are no statutory or contractual rights of appraisal or similar remedies available to those stockholders who dissent from any matter to be acted upon at the meeting.

Who will bear the cost of soliciting votes for the Annual Meeting?

We will pay the cost of this proxy solicitation. In addition to solicitation by use of the mails, proxies may be solicited from our stockholders by our directors, officers and employees in person or by telephone, or other means of communication. These directors, officers and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation. Arrangements will be made with brokerage houses, custodians, nominees and fiduciaries for forwarding of proxy materials to beneficial owners of shares held of record by such brokerage houses, custodians, nominees and fiduciaries and for reimbursement of their reasonable expenses incurred in connection therewith.


BIO-RAD LABORATORIES, INC. - 2026 Proxy Statement			7

Item 1. Election of Directors



The Board of Directors recommends that you vote FOR the director nominees named below for the class or classes of Common Stock that you hold.

Our Board of Directors currently has six members. The term of each of our current directors expires as of the date of the annual meeting of stockholders or on election and qualification of his or her successor. All of our current directors are standing for re-election to our Board. At the Annual Meeting, the stockholders will elect six directors. The six persons nominated are: Jeffrey L. Edwards, Gregory K. Hinckley, Melinda Litherland, Arnold A. Pinkston, Allison Schwartz, and Norman Schwartz. The table below includes biographies for each nominee and an indication of the class of Common Stock for which the person is a director nominee. Allison Schwartz is the daughter of Norman Schwartz. No other family relationships exist among our current and nominated directors or executive officers.

The directors elected at this meeting will serve until the next annual meeting of stockholders or until their respective successors are elected and qualified. Although it is not contemplated that any nominee will decline or be unable to serve as a director, in the event that at the meeting or any adjournments or postponements thereof any nominee declines or is unable to serve, the persons named in the enclosed proxy will, in their discretion, vote the shares subject to such proxy for another person selected by the Board.

DIRECTOR NOMINEES



						JEFFREY L. EDWARDS Former EVP, Chief Financial Officer of Allergan, Inc. Director Since: 2017 Age: 65 Class of Common Stock to Elect: Class B

Mr. Edwards retired from Allergan, Inc., a multi-specialty health care company, in February 2015 after nearly 22 years at Allergan. From September 2005 to August 2014, he served as Executive Vice President, Finance and Business Development, Chief Financial Officer at Allergan. From 2003 to 2005 he served as Allergan’s Corporate Vice President, Corporate Development and previously served as Senior Vice President, Treasury, Tax and Investor Relations. Prior to joining Allergan, Mr. Edwards was with Banque Paribas and Security Pacific National Bank, where he held various senior-level positions in the credit and business development functions. Mr. Edwards currently serves on the Board of Directors, on the Nominating and Governance Committee, and as Audit Committee chair of Kyntra Bio, Inc. (formerly known as FibroGen, Inc.), a publicly traded biopharmaceutical company; and on the Board of Directors, the Nominating and Corporate Governance Committee and the Audit Committee of Clearside Biomedical, Inc., a publicly traded development stage pharmaceutical company. Mr. Edwards previously served on the Board of Directors of Lifecore Biomedical, Inc., (NASDAQ: LFCR) from October 2020 until November 2024. Mr. Edwards has over 35 years of public company experience. We believe that Mr. Edwards’s deep financial, capital allocation, and business development experience give him the qualifications and skills to serve as a director.


8			BIO-RAD LABORATORIES, INC. - 2026 Proxy Statement

Item 1. Election of Directors



						GREGORY K. HINCKLEY Former President of Mentor Graphics Corporation Director Since: 2017 Age: 79 Class of Common Stock to Elect: Class B

Mr. Hinckley retired from Mentor Graphics Corporation, a leader in computer automated software for electronics design, in July 2017 after 20 years at Mentor Graphics. From 1999 to July 2017, he served as President of Mentor Graphics. From 1997 to 1999, he served as Mentor Graphics’ Executive Vice President, Chief Operating and Financial Officer. Prior to joining Mentor Graphics in 1997, Mr. Hinckley served as Chief Financial Officer for VLSI Technology, Inc., a publicly traded integrated semiconductor device company, from 1992-1997, for Crowley Maritime Corporation from 1989-1991 and for Bio-Rad from 1983-1989. He currently serves as a director and on the Compensation Committee of SI-BONE, Inc., a publicly traded orthopedic device company, and on the Board of Lewis & Clark College. Mr. Hinckley previously served as a director for several other publicly traded companies including Intermec, Inc., a publicly traded provider of automated identification and data collection (AIDC) solutions, Super Micro, a publicly traded provider of advanced computer server systems and subsystems, and Amkor Technology, a leading supplier of outsourced semiconductor interconnect services. Mr. Hinckley has over 45 years of public company experience. We believe that Mr. Hinckley’s financial, operational and public board expertise give him the qualifications and skills to serve as a director.



						MELINDA LITHERLAND Retired Partner, Deloitte & Touche LLP Director Since: 2017 Age: 68 Class of Common Stock to Elect: Class A

Ms. Litherland retired in 2015 as a Partner at Deloitte & Touche LLP, where she worked since 1981. She is a certified public accountant with 34 years of experience working with life science and technology companies in both audit and consulting capacities. Ms. Litherland currently serves on the Board of Directors and as Audit Committee chair of Rapid Micro Biosystems, Inc., a publicly traded life sciences technology company. Ms. Litherland is a member of the American Institute of CPAs (AICPA) and previously served for 12 years on the Board of Directors of Ronald McDonald House Charities Bay Area, including serving on the Finance Committee. We believe that Ms. Litherland’s extensive financial and life sciences background gives her the qualifications and skills to serve as a director.


BIO-RAD LABORATORIES, INC. - 2026 Proxy Statement			9

Item 1. Election of Directors



						ARNOLD A. PINKSTON Former Corporate Vice President, General Counsel of Edwards Lifesciences Corporation Director Since: 2017 Age: 67 Class of Common Stock to Elect: Class A

Mr. Pinkston retired in July 2025 from his role as the Corporate Vice President, General Counsel of Edwards Lifesciences Corporation, a global leader in patient-focused medical innovations for heart disease, as well as critical care and surgical monitoring, where he worked since July 2019. Prior to joining Edwards, he served as the Chief Legal Officer and Corporate Secretary of CoreLogic, Inc., a leading global property information, analytics and data-enabled solutions provider from January 2018 until June 2019. From 2011 until March 2015, he served as Executive Vice President and General Counsel for Allergan, Inc., a multi-specialty health care company. From 2005 until 2011, Mr. Pinkston served as Senior Vice President, General Counsel and Secretary for Beckman Coulter, Inc., a health care diagnostics and life sciences company. From 1994 until 2005, he held various positions at Eli Lilly and Company, a global pharmaceutical company, including Vice President and Deputy General Counsel. Additionally, Mr. Pinkston was formerly a director of Janus Capital Group, a publicly owned investment firm. Mr. Pinkston has over 30 years of experience at successful public companies. We believe that Mr. Pinkston’s broad corporate governance, regulatory and M&A knowledge give him the qualifications and skills to serve as a director.



						ALLISON SCHWARTZ Vice President, Global Supply Chain Clinical Diagnostics Group Operations of Bio-Rad Laboratories, Inc. Director Since: 2022 Age: 45 Class of Common Stock to Elect: Class B

Ms. Schwartz is currently the Company’s Vice President, Global Supply Chain Clinical Diagnostics Group Operations, a role to which she was appointed in November 2024. Prior to this assignment, Ms. Schwartz served as the Commercial Director at Bio-Rad Laboratories (Canada) Limited (a subsidiary of the Company) from January 2023 to November 2024. Prior to that, Ms. Schwartz served as the Marketing Director at Bio-Rad Laboratories (Canada) Limited from July 2021 to January 2023, and as the Commercial Services Director at the Company from 2016 until 2021, with accountabilities in these roles spanning global digital marketing, eCommerce, customer experience, and pricing. Since joining Bio-Rad in 2005, she has held positions in domestic and international brand development, product marketing and logistics management. We believe that Ms. Schwartz’s business experience and expertise give her the qualifications and skills to serve as a director of our Company.



						NORMAN SCHWARTZ Chairman of the Board and Chief Executive Officer Director Since: 1995 Age: 76 Class of Common Stock to Elect: Class B

Mr. Schwartz has been our Chief Executive Officer since 2003 and our Chairman of the Board since 2012. He was our President from 2003 to 2024, our Vice President from 1989 to 2002, our Group Manager, Life Science, from 1997 to 2002 and our Group Manager, Clinical Diagnostics, from 1993 to 1997. We believe Mr. Schwartz’s financial and business expertise gained through over 50 years of service with our Company, including as our Chief Executive Officer for over 23 years, give him the qualifications and skills to serve as a director.


10			BIO-RAD LABORATORIES, INC. - 2026 Proxy Statement

Director Compensation

Our Human Resources Department periodically provides the Chairman of the Board with market information on, and trends regarding, non-employee director compensation from other companies including our peer group (our method of determining our peer group is described in the section titled “Our Process for Setting Executive Compensation” below). The Chairman of the Board then will recommend any changes in non-employee director compensation to the Board, and the Board will either approve or not approve such recommended changes. Employee directors receive no additional compensation for Board service.

On October 20, 2023, our Board of Directors approved a compensation policy, effective October 1, 2023, providing for payment of fees for our non-employee directors as follows:


Board Role			Cash Fees (effective October 1, 2023) ($)
Board Member			200,000
Lead Independent Director			25,000
Audit Committee Chair			25,000
Audit Committee Member			10,000
Legal & Regulatory Compliance Committee Chair			10,000
Legal & Regulatory Compliance Committee Member			5,000
Compensation Committee Chair			10,000
Compensation Committee Member			3,000

We also award our non-employee directors with an annual equity grant of $100,000 of Class A Common Stock restricted stock units (RSUs). The number of RSUs awarded is determined based on dividing $100,000 by the 20-trading day closing average per share price of our Class A Common Stock ending two weeks prior to the grant date, rounded down to the next whole number of shares. At the September 6, 2024 Board meeting, the Board approved that the annual grant of RSUs to non-employee directors will vest on the earlier of the first anniversary of the grant date or our next annual meeting of stockholders, subject to the non-employee director continuing to provide services to the Company through such vesting date. Also at the September 6, 2024 Board meeting, the Board approved that (i) subsequent annual grants of RSUs valued at $100,000 to the non-employee directors will occur automatically on the date of our annual stockholder meeting starting in 2025; and (ii) non-employee directors that are first elected or appointed to our Board on a date other than the annual stockholder meeting date shall automatically be granted on the date of such director’s election or appointment a pro rata portion of the RSUs valued at $100,000.

We pay no other types of meeting fees or committee service retainers to Board members. We also reimburse non-employee Board members for travel expenses relating to Board meetings. Our directors received no benefits in fiscal 2025 under defined pension or defined contribution plans.

The following table provides information about director compensation during 2025 for our non-employee directors. Norman Schwartz serves as our Chief Executive Officer and his compensation is disclosed in the “Summary Compensation Table” beginning on page 41 of this Proxy Statement. Allison Schwartz serves as an employee and her compensation is disclosed under “Transactions with Related Persons” beginning on page 16 of this Proxy Statement.


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Total ($)
Jeffrey L. Edwards	225,000	99,707	324,707
Gregory K. Hinckley	238,000	99,707	337,707
Melinda Litherland	230,000	99,707	329,707
Arnold A. Pinkston	210,000	99,707	309,707

(1)Reflects the grant date fair values of RSUs determined in accordance with ASC Topic 718 consisting of 407 RSUs granted on April 22, 2025 to each non-employee director named above. The grant date fair values of the annual awards are based on the closing price of our Class A Common Stock on the grant date ($244.98) multiplied by the number of RSUs granted. Each non-employee director held 407 RSUs as of December 31, 2025. No other awards for non-employee directors were outstanding.

On October 24, 2024, the Company adopted non-employee director equity ownership guidelines. Equity ownership guidelines align the non-employee director’s long-term financial interests with those of stockholders. Each non-employee director has five years to meet the target from the later of the guidelines’ adoption date or the date of the initial grant for new non-employee directors. The guidelines provide for non-employee directors of the Company to hold shares of common stock equal in value to at least $400,000. Shares counted toward the guidelines include (i) shares held of record or in a brokerage account by the non-employee director or his or her spouse, and (ii) vested equity awards. Prior to achieving the $400,000 guideline level, non-employee directors are permitted to sell up to fifty percent of the current year’s vested restricted stock units, in compliance with law and our Insider Trading Compliance Policy. All of our non-employee directors are in compliance with these guidelines or on track to be in compliance with these guidelines within the applicable time limit.


BIO-RAD LABORATORIES, INC. - 2026 Proxy Statement			11

Information About the Board of Directors and Corporate Governance

CONTROLLED COMPANY

Because the Schwartz family holds more than 50% of our Voting Power and the votes necessary to elect a majority of our Board of Directors through its ownership of our Class B Common Stock, we are a “controlled company” for purposes of the New York Stock Exchange listing standards.

INDEPENDENT DIRECTORS

Jeffrey L. Edwards, Gregory K. Hinckley, Melinda Litherland and Arnold A Pinkston are “independent” directors, as determined in accordance with the independence standards set forth in Section 303A.02 of the New York Stock Exchange Listed Company Manual.

COMMITTEES OF THE BOARD OF DIRECTORS

Our Board of Directors has an Audit Committee, a Compensation Committee and a Legal and Regulatory Compliance Committee. Because we are a “controlled company,” as explained above, our Board of Directors has no nominating committee or other committees performing similar functions. Our Board of Directors also may from time to time appoint other special committees formed for a particular purpose.


Current Director	Audit Committee	Compensation Committee	Legal & Regulatory Compliance Committee
Jeffrey L. Edwards		*
Gregory K. Hinckley**
Melinda Litherland	*
Arnold A. Pinkston			*

* Chair of Committee

** Lead Independent Director



			AUDIT COMMITTEE

During 2025, the Audit Committee was comprised of Jeffrey L. Edwards, Gregory K. Hinckley and Melinda Litherland, all of whom are “independent” directors as determined in accordance with the independence standards set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and Section 303A.02 of the New York Stock Exchange Listed Company Manual. Each director on the Audit Committee is able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. Our Board of Directors has determined that each of Jeffrey L. Edwards, Gregory K. Hinckley and Melinda Litherland qualifies as an audit committee financial expert.

Our Board of Directors adopted an Audit Committee Charter on June 7, 2000 and amended it most recently on February 21, 2018, a copy of which is available at the Corporate Governance section of our website, www.bio-rad.com. As set forth in the Audit Committee Charter, the purpose of our Audit Committee is to assist our Board of Directors with its oversight responsibilities regarding: (i) the integrity of our financial statements; (ii) our compliance with legal and regulatory requirements; (iii) our independent auditor’s qualifications and independence; and (iv) the performance of our internal audit function and independent auditor.


12			BIO-RAD LABORATORIES, INC. - 2026 Proxy Statement

Information About the Board of Directors and Corporate Governance

Our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of any independent auditor we engage, including resolution of any disagreements between our management and the independent auditor regarding financial reporting, and is responsible for reviewing and evaluating our accounting policies and system of internal accounting controls. In addition, our Audit Committee reviews the scope of our independent auditor’s audit of our financial statements, reviews and discusses our audited financial statements with management, approves in advance audit and non-audit services performed by our independent auditors, reviews significant financial risk exposures, reviews legal matters that could have a significant impact on financial statements, prepares the annual Audit Committee reports that are included in our proxy statements and annually reviews the Audit Committee’s performance and the Audit Committee Charter, among other responsibilities. Our Audit Committee has the authority to obtain advice and assistance from, and receive appropriate funding from us for, any independent counsel, experts or advisors that the Audit Committee believes to be necessary or appropriate in order to enable it to carry out its duties. Our Audit Committee Charter and Corporate Governance Guidelines provide that the members of the Audit Committee may not serve on the audit committees of the boards of directors of more than two other companies at the same time as they are serving on our Audit Committee unless our Board of Directors determines that such simultaneous service would not impair the ability of such member to effectively serve on our Audit Committee. Our Audit Committee met nine times in 2025. A more complete discussion is provided in the “Report of the Audit Committee of the Board of Directors” of this proxy statement.



			COMPENSATION COMMITTEE

During 2025, the Compensation Committee was comprised of Jeffrey L. Edwards and Gregory K. Hinckley. The Compensation Committee met three times in 2025 to make determinations regarding compensation for the senior management team. Mr. Edwards and Mr. Hinckley are “independent” directors, as stated above, and meet the definition of a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended. Our Board of Directors adopted a Compensation Committee charter on July 24, 2013 and amended it most recently on December 18, 2024, a copy of which is available at the Corporate Governance section of our website, www.bio-rad.com. The Compensation Committee has overall responsibility for evaluating and approving certain elements of the compensation of our executives. A discussion of the Compensation Committee’s duties and functions is provided in the “Compensation Discussion and Analysis” section of this proxy statement.



			COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of our Compensation Committee was at any time during 2025 or at any other time an officer or employee of the Company, except that Gregory K. Hinckley was an officer (Vice President and Chief Financial Officer) of the Company from 1983-1989. No member of our Compensation Committee had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K promulgated by the Securities and Exchange Commission.

None of our executive officers has served on the board of directors or compensation committee of any other entity that has or has had an executive officer who served as a member of our Board of Directors or Compensation Committee during 2025.



			LEGAL AND REGULATORY COMPLIANCE COMMITTEE

The Legal and Regulatory Compliance Committee was formed on April 26, 2017. During 2025, the Legal and Regulatory Compliance Committee was composed of Arnold A. Pinkston, Jeffrey L. Edwards and Melinda Litherland. The Legal and Regulatory Compliance Committee met four times in 2025. Our Board of Directors adopted a Legal and Regulatory Compliance Committee charter on April 26, 2017 and amended it most recently on October 20, 2023, a copy of which is available at the Corporate Governance section of our website, www.bio-rad.com. The Legal and Regulatory Compliance Committee has responsibility for assisting the Board with its oversight of (i) the Company’s compliance with the Foreign Corrupt Practices Act of 1977 and other anti-corruption, anti-kickback and false-claims laws, (ii) the Company’s Compliance Program and related compliance policies, and (iii) the Company’s cybersecurity risk management programs and reviewing with management the Company’s cybersecurity, data privacy and other risks relevant to the Company’s information technology controls and security.


BIO-RAD LABORATORIES, INC. - 2026 Proxy Statement			13

Information About the Board of Directors and Corporate Governance



			NOMINATING COMMITTEE FUNCTIONS

Our Board of Directors does not have a standing nominating committee or a committee performing similar functions. Because we are a “controlled company” as stated above, we are not required to have a standing nominating committee comprised solely of independent directors. Our Board of Directors believes that it is appropriate for us not to have a standing nominating committee because we are controlled by the Schwartz family. Notwithstanding this, each member of our Board of Directors participates in the consideration of director nominees. Gregory K. Hinckley, Jeffrey L. Edwards, Melinda Litherland and Arnold A. Pinkston are all “independent” directors, as stated above; Allison Schwartz and Norman Schwartz are not.

Our Board of Directors has not adopted a charter governing the director nomination process. However, it is the policy of our Board of Directors to consider stockholder nominations for candidates for membership on our Board of Directors that are properly submitted as set forth below under the caption “Communications with the Board of Directors” and the section titled “Stockholder Proposals for 2026.” The stockholder must submit a detailed resume of the candidate together with a written explanation of the reasons why the stockholder believes that the candidate is qualified to serve on our Board of Directors. In addition, the stockholder must include the written consent of the candidate, provide any additional information about the candidate that is required to be included in a proxy statement pursuant to the rules and regulations of the Securities and Exchange Commission and the Company’s Amended and Restated Bylaws, and must also describe any arrangements or undertakings between the stockholder and the candidate regarding the nomination.

DIRECTOR QUALIFICATIONS

The director qualifications our Board of Directors has developed to date focus on what our Board of Directors believes to be those competencies that are essential for effective service on our Board of Directors. Qualifications for directors include technical, operational and/or economic knowledge of our business and industries; experience in operational, financial and/or administrative management; financial and risk management acumen; and experience in or familiarity with international business, markets and cultures, technological trends and developments, competence in environmental, social and governance issues, including but not limited to issues relating to sustainability and climate change and human capital/talent management matters, competence in risk evaluation and mitigation, and corporate securities and tax laws. While a candidate may not possess every one of these qualifications, his or her background should reflect many of these qualifications. In addition, a candidate should possess integrity and commitment according to the highest ethical standards; be consistently available and committed to attending meetings; be able to challenge and share ideas in a positive and constructively critical manner; and be responsive to our needs and fit in with other Board members from a business culture perspective.

Our Board of Directors identifies director nominees by first evaluating the current members of our Board of Directors who are willing to continue in service. Current members with qualifications and skills that are consistent with our Board of Directors’ criteria for Board service are re-nominated. As to new candidates, our Board of Directors generally polls its members and members of our management for their recommendations and may consult third party advisors. Our Board of Directors may also review the composition and qualification of the boards of our competitors and may seek input from industry experts or analysts. Our Board of Directors reviews the qualifications, experience and background of the candidates, and as discussed below, considers diversity in these areas among all the Board members. In making its determinations, our Board of Directors evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best perpetuate our success and represent stockholder interests through the exercise of sound judgment. Any recommendations properly submitted by stockholders will be processed and are subject to the same criteria as any other candidates.

Each of the nominees included in the enclosed proxy card(s) was recommended for inclusion by all of the members of our Board of Directors.

COMPOSITION

Independence


14			BIO-RAD LABORATORIES, INC. - 2026 Proxy Statement

Information About the Board of Directors and Corporate Governance

We seek to nominate directors with a variety of complementary backgrounds and skills so that as a group, the Board will possess the appropriate talent, skills and expertise to oversee our businesses. As set forth above, the qualifications we look for in nominees for directors (both new candidates and current Board members) include technical and operational knowledge of our business and industries; experience in operational, financial and/ or risk management; familiarity with international business, markets and cultures and technological trends and developments, competence in environmental, social and governance issues, including but not limited to issues relating to sustainability and climate change and human capital/talent management matters, competence in risk evaluation and mitigation, as well as corporate securities and tax laws. We strive to build a diverse board representing a range of backgrounds, experiences and perspectives.

BOARD LEADERSHIP AND RISK OVERSIGHT

Our Board of Directors does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board as the Board believes it is in the best interest of the Company to make that determination based on the position and direction of the Company and the membership of the Board. Our Board of Directors has determined that having Norman Schwartz serve as Chief Executive Officer and Chairman of the Board is in the best interest of the Company’s stockholders at this time. This structure permits Mr. Schwartz to manage our day-to-day operations and oversee the Board’s activities efficiently.

Our Corporate Governance Guidelines provide that in the absence of an independent Chairman of the Board, the designation of a Lead Independent Director facilitates Board processes and controls and strengthens the cohesiveness and effectiveness of the Board as a whole. The duties of the Lead Independent Director set forth in our Corporate Governance Guidelines include the following: (i) preparing the agenda for, calling and presiding over executive sessions of the independent directors; (ii) serving as a sounding board for the Chairman and, on certain matters, acting as a liaison between the independent directors and the Chairman; (iii) in the event of the absence or the incapacity of the Chairman, presiding over Board meetings and acting as the spokesperson for the Board, and if requested by the Board, being available for consultation and direct communication with major stockholders; (iv) providing his/her unique perspective, as Lead Independent Director, to the Compensation Committee in connection with its annual formal evaluation of the CEO’s performance; (v) having the capacity to suggest to the Chairman that particular items be placed on the final agenda of each Board meeting; (vi) informally consulting with other directors from time to time regarding the number and length of Board meetings, the quality, quantity, timeliness, scope and organization of pre-meeting materials and Board meeting presentations and providing appropriate suggestions regarding the same to the Chairman; (vii) receiving notice of all committee meetings and having the ability to attend and observe (in an ex-officio capacity) from time to time committee meetings where appropriate to facilitate the execution of the Lead Independent Director’s duties; (viii) in appropriate circumstances, upon consultation with the Board, providing counsel to the Chairman with respect to the retention of consultants, legal counsel or other independent advisors that may assist the Board in the performance of its duties from time to time; and (ix) performing such other functions as directed by the independent directors from time to time. Gregory K. Hinckley is currently the Lead Independent Director.

Companies face a variety of risks, including credit risk, liquidity risk and operational risk. The Board of Directors believes an effective risk management process will timely identify the material risks that the Company faces, communicate necessary information with respect to material risks to senior executives and, as appropriate, to the Board of Directors or the relevant Board committee, implement appropriate and responsive risk management strategies consistent with the Company’s risk profile and integrate risk management into the Company’s decision-making. We have a Chief Compliance Officer that reports to the Chief Executive Officer. Our entire Board of Directors oversees general risk management of the Company and continually works, with the input of the Company’s executive officers, to assess and analyze the most likely areas of future risk for the Company. The Board of Directors also encourages management to promote a corporate culture that incorporates risk management into the Company’s corporate strategy and day-to-day business operations. Our Board of Directors oversees risks relating to environmental, social and governance matters. In addition, our Audit Committee assists our Board of Directors with oversight of the Company’s financial statements, significant financial risk exposures, compliance with legal and regulatory requirements, and oversight of the independent auditor. Also, the Legal and Regulatory Compliance Committee assists the Board with its oversight of (i) the Company’s compliance with the Foreign Corrupt Practices Act of 1977 and other anti-corruption, anti-kickback and false-claims laws, (ii) the Company’s Compliance Program and related compliance policies, and (iii) the Company’s cybersecurity risk management programs and reviewing with management the Company’s cybersecurity, data privacy and other risk relevant to the Company’s information technology controls and security. We believe that the leadership structure of our Board of Directors supports effective oversight of the Company’s risk management.


BIO-RAD LABORATORIES, INC. - 2026 Proxy Statement			15

Information About the Board of Directors and Corporate Governance

BOARD AND STOCKHOLDER MEETING ATTENDANCE

During 2025, our Board of Directors held a total of nine meetings (including regularly scheduled and special meetings), and no director attended fewer than 75% of such meetings and meetings of any committee on which such director served. Every member of our Board of Directors that is standing for re-election is expected to attend our annual meeting of stockholders, absent extraordinary circumstances such as a personal emergency. All of our directors who were serving at the time of our annual meeting of stockholders last year attended the annual meeting.

TRANSACTIONS WITH RELATED PERSONS

We maintain various policies and procedures relating to the review, approval, or ratification of transactions in which we are a participant and in which any of our directors, executive officers, greater than 5% stockholders or their family members have a direct or indirect material interest. Our Management Guidelines provide that our Board or certain executive officers, depending on the dollar value of the transaction, review and approve all material transactions through the expenditure approval procedures set forth in the Management Guidelines. Our Code of Business Ethics and Conduct, which applies to all of our directors, officers, employees, and in some cases, their family members, prohibits arrangements, agreements and acts which are, or may give the impression of being, conflicts of interest with us and requires prompt disclosure to the Corporate Compliance Department and the individual’s manager, if applicable, of an actual or potential conflict of interest. In addition, we have a Conflict of Interest Policy for Executive Officers and Directors which provides additional conflict of interest controls for our executive officers and directors. Each quarter we also require our regional sales managers and financial officers to sign and send a written representation letter to the corporate financial reporting group wherein they are asked to disclose any related party transactions of which they are aware. In addition, each year we require our directors and executive officers to complete a questionnaire which, among other things, identifies transactions or potential transactions with us in which a director or an executive officer or one of their family members or associate entities has an interest.

Our director Allison Schwartz is, and since November 2024 has been our Vice President, Global Supply Chain Clinical Diagnostics Group Operations. For fiscal year 2025, in connection with her employment, Ms. Schwartz received a grant of 914 RSUs, base salary and bonus in the amount of $354,239, and the following expatriate benefits provided in connection with her assignment in Canada until November 2024 at the Company’s request: tax equalization payments (including gross-up) of $77,414 and additional taxes payable & tax preparation fees (including gross-up) of $69,010 as a result of her assignment. These assignment-related benefits were paid in US dollars.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Individuals, including stockholders, may contact an individual director, the Board as a group, or a specified Board committee or group, including the non-employee directors or independent directors as a group, by writing to Attention: Corporate Secretary, Bio-Rad Laboratories, Inc., 1000 Alfred Nobel Drive, Hercules, California 94547. The Corporate Secretary will promptly forward all such communications to the Chairman of the Board. Gregory K. Hinckley is currently the Lead Independent Director and presides over the meetings of our independent directors as a group.

CORPORATE GOVERNANCE DOCUMENTS

Our commitment to good corporate governance is embodied in our Corporate Governance Guidelines. The Corporate Governance Guidelines set forth the Board’s processes and procedures to assist it in the exercise of its responsibilities and to serve the interests of the Company and its stockholders.

Our Corporate Governance Guidelines, along with our Code of Business Ethics and Conduct, Audit Committee Charter, Compensation Committee Charter, and Legal and Regulatory Compliance Committee Charter, are available at the Corporate Governance section of our website, www.bio-rad.com. Stockholders may also obtain a printed copy of these documents without charge by writing to the Corporate Secretary at the address indicated above.


16			BIO-RAD LABORATORIES, INC. - 2026 Proxy Statement

Item 2. Ratification of Selection of Independent Auditors



The Board of Directors recommends that you vote FOR ratification of KPMG LLP to serve as our independent auditors for the fiscal year ending December 31, 2026

Our Audit Committee has selected KPMG LLP, independent registered public accountants, to serve as our auditors for the fiscal year ending December 31, 2026. A representative of KPMG LLP is expected to attend the Annual Meeting to make a statement if he or she desires to do so and to respond to appropriate questions.

Although we are not required to do so, we wish to provide our stockholders with the opportunity to express their opinion on the selection of auditors, and accordingly we are submitting a proposal to ratify the selection of KPMG LLP. If our stockholders should fail to ratify this proposal, our Audit Committee will consider the selection of another auditing firm.

Report of the Audit Committee of the Board of Directors

Our Audit Committee was established in 1992. Our Board of Directors adopted an Audit Committee charter on June 7, 2000 and amended it most recently on February 21, 2018, a copy of which is available at the Corporate Governance section of our website, www.bio-rad.com. During the fiscal year ended December 31, 2025, the Audit Committee was comprised of Jeffrey L. Edwards, Gregory K. Hinckley and Melinda Litherland, all of whom are “independent” directors, as determined in accordance with the independence standards set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and Section 303A.02 of the New York Stock Exchange Listed Company Manual.

Our management is responsible for our internal controls and our financial reporting process. Our independent accountants are responsible for performing an independent audit of our consolidated financial statements in accordance with generally accepted accounting principles, attesting to the effectiveness of the Company’s internal control over financial reporting and issuing reports thereon. Our Audit Committee’s responsibility is to monitor and oversee these processes. The following is our Audit Committee’s report submitted to the Board of Directors for the fiscal year ended December 31, 2025.

Our Audit Committee has:

•reviewed and discussed our audited financial statements with management;

•reviewed and discussed our assessment of internal control over financial reporting with management;

•discussed with KPMG LLP, our independent auditors, the matters required to be discussed by the applicable requirements of the Public Accounting Oversight Board and the Securities and Exchange Commission; and

•received the written disclosures and the letter from KPMG LLP, our independent auditors, required by applicable requirements of the Public Company Accounting Oversight Board regarding our independent auditors’ communications with the Audit Committee concerning independence, and has discussed with our independent auditors the independent auditors’ independence.

Based on the review and discussions referred to above, our Audit Committee recommended to our Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for filing with the Securities and Exchange Commission.


			THE AUDIT COMMITTEE Melinda Litherland Jeffrey L. Edwards Gregory K. Hinckley

The Audit Committee report shall not be deemed “soliciting material” or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act or the Exchange Act and shall not otherwise be deemed filed under these Acts.


BIO-RAD LABORATORIES, INC. - 2026 Proxy Statement			17

Report of the Audit Committee of the Board of Directors

Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees: Set forth below are the aggregate fees billed for professional services rendered for the fiscal years ended December 31, 2025 and 2024 by KPMG LLP.


	2025			2024
Audit Fees(1)		$	6,192,000		$	6,243,000
Audit-Related Fees(2)		—			—
Tax Fees(3)		—			—
All Other Fees(4)		244,000			22,000

(1)Audit Fees included aggregate fees for professional services performed in connection with the audit of our annual consolidated financial statements and internal controls, the reviews of our consolidated financial statements included in our Quarterly Reports on Form 10-Q, issuance of comfort letters and consents related to SEC registration statements, and attestation services for the statutory audits of international subsidiaries. The fees incurred for KPMG LLP’s services for fiscal year 2024 are set forth in our 2025 Proxy Statement filed with the SEC on March 26, 2025 and have been updated in this 2026 Proxy Statement to reflect final amounts of fees incurred. Such fees for fiscal year 2025 are subject to subsequent adjustment in our 2027 Proxy Statement if final amounts billed differ from the current estimates.

(2)Audit-Related Fees included aggregate fees for services rendered during the fiscal year for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.”

(3)Tax Fees included aggregate fees for professional services performed in connection with tax planning and tax compliance.

(4)All Other Fees included fees for performing agreed upon procedures in relation to the Company’s submission to the California Department of Toxic Substance Control and Contra Costa County Health and Services Hazardous Materials Program in 2024 and 2025; in 2024, for providing agreed upon procedures in relation to a Company subsidiary’s previously issued and approved 2023 statutory annual accounts and in relation to a Company subsidiary’s previously issued and approved 2023 Financial Auditor Report Summary; and in 2025, for due diligence services related to a potential acquisition.

The Audit Committee pre-approves each and every service performed by our independent auditors, including the services described in each of the four subcategories above.

Our Audit Committee has considered whether the provision of services described above under the caption “Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees” is compatible with maintaining our independent auditors’ independence and has determined that the provision of such service to us does not compromise the independent auditor’s independence.


18			BIO-RAD LABORATORIES, INC. - 2026 Proxy Statement

Item 3. Advisory (Non-Binding) Vote to Approve Executive Compensation



The Board of Directors recommends that you vote FOR the approval of the advisory resolution to approve executive compensation.

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which we refer to as the Dodd-Frank Act, provides our stockholders with an opportunity to vote on a proposal to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this proxy statement in the Compensation Discussion and Analysis section and the related executive compensation tables. Accordingly, we are asking stockholders to approve, on an advisory (non-binding) basis, the following advisory resolution (the “Advisory Resolution”) at our annual meeting of stockholders:

“RESOLVED, that the compensation of the Company’s named executive officers, as disclosed in the Annual Proxy Statement for the 2026 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Compensation Tables, and the other related tables and disclosure, is hereby APPROVED.”

The Board of Directors recommends a vote FOR this resolution because it believes that the policies and practices described in the Compensation Discussion and Analysis are effective in achieving the Company’s goals of attracting, retaining and motivating our executives, rewarding individual and Company performance and aligning the executives’ long-term interests with those of the stockholders.

We encourage stockholders to read the Compensation Discussion and Analysis beginning on page 34 of this proxy statement, as well as the Compensation Tables and related narrative, appearing on pages 41 through 49, which provide detailed information on the Company’s compensation policies and practices and the compensation of our named executive officers.

This “say-on-pay” vote is a non-binding advisory vote. The approval or disapproval of this proposal by stockholders will not require the Board of Directors or the Compensation Committee to take any action regarding our executive compensation practices. The final decision on the compensation and benefits of our named executive officers and on whether, and if so, how, to address stockholder disapproval of this proposal remains with the Board of Directors and the Compensation Committee.

Unless the Board of Directors modifies its determination on the frequency of future “say-on-pay” advisory votes, the next “say-on-pay” advisory vote will be held at the 2029 annual meeting of stockholders.


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Item 4. Approval of the Amended

Bio-Rad Laboratories, Inc. 2017 Incentive Award Plan



The Board of Directors recommends that you vote FOR the approval of the Amended Bio‑Rad Laboratories, Inc. 2017 Incentive Award Plan.

We are asking our stockholders to approve the Amended Bio‑Rad Laboratories, Inc. 2017 Incentive Award Plan (the "Amended Equity Plan") to (i) increase the shares of common stock reserved for issuance under the plan by 335,000 shares and (ii) extend the expiration date of the plan by approximately two years to March 18, 2036.

The Board first approved the Bio‑Rad Laboratories, Inc. 2017 Incentive Award Plan on February 15, 2017 (the “2017 Effective Date”), which was approved by our stockholders on April 25, 2017. The plan was subsequently amended by the Board on February 9, 2024 and approved by stockholders on April 23, 2024 but no changes were made to the shares reserved for issuance under the plan (as previously amended, the “Existing Equity Plan”).

A copy of the Amended Equity Plan is attached as Appendix A to this Proxy Statement. Stockholders are urged to review the Amended Equity Plan, together with the following information, which is qualified in its entirety by reference to Appendix A. If there is any inconsistency between this Proposal 4 and the Amended Equity Plan terms, or if there is any inaccuracy in this Proposal 4, the terms of the Amended Equity Plan shall govern.



			BACKGROUND AND SHARE LIMIT

As of February 23, 2026, there were (a) 116,005 shares subject to outstanding options, (b) 488,780 shares subject to outstanding RSUs, (c) 0 shares subject to outstanding PSUs, and (d) 710,589 shares remaining available for future awards under the Existing Equity Plan. We are asking our stockholders to approve an increase to the shares of common stock reserved for issuance under the Amended Equity Plan by 250,000 shares. If our stockholders do not approve the Amended Equity Plan, the Existing Equity Plan will continue on its terms.

Set forth below is information in respect of the Company’s historical burn rate, overhang and other measures:

•We define “burn rate” as the number of equity awards granted in the year (measured for PSUs based on target performance), divided by the sum of the undiluted weighted-average shares of our common stock outstanding during the year. The “burn rate” measures the potential dilutive effect of our annual equity award grants. We granted 42,412 stock options, 263,756 RSUs and no PSUs in 2025. As of December 31, 2025, the number of weighted-average shares outstanding was 27,262,779. For 2025, our burn rate was 1.12%. Our three-year average burn rate from 2023 through 2025 was 0.97%.

•If we do not increase the shares available for issuance under the Amended Equity Plan, then based on historical usage rates of shares, we would expect to exhaust the share limit under the Existing Equity Plan by the end of fiscal year 2027, at which time we would lose an important compensation tool aligned with stockholder interests to attract, motivate and retain highly qualified talent.

•Based on historical usage, we estimate that the shares reserved for issuance under the Amended Equity Plan would be sufficient for approximately 2-3 years of awards, assuming we continue to grant awards consistent with our historical usage and current practices, as reflected in our three‑year average burn rate, and noting that future circumstances may require us to change our current equity grant practices.

•In 2025, 2024 and 2023, our end of year overhang rate, calculated by dividing (i) the number of shares subject to equity awards outstanding at the end of the fiscal year plus the number of shares remaining available for issuance under the Existing Equity Plan (measured for PSUs at actual performance for any completed performance periods and target performance for any open performance periods), by (ii) the number of our shares of our common stock outstanding at the end of the fiscal year, was 4.82%, 5.11%, and 5.34%, respectively. If the Amended Equity Plan is approved, we expect our overhang at the end of 2026 will be approximately 4.31%.


20			BIO-RAD LABORATORIES, INC. - 2026 Proxy Statement

Item 4. Approval of the Amended Bio-Rad Laboratories, Inc. 2017 Incentive Award Plan

In light of the factors described above, and the fact that the ability to continue to grant equity compensation is vital to our ability to continue to attract and retain the services of employees in the competitive labor markets in which we compete, the Board has determined that the size of the share reserve under the Amended Equity Plan is reasonable and appropriate at this time.



			CONTINUING IMPLEMENTATION OF GOVERNANCE BEST PRACTICES

The principal purpose of the Amended Equity Plan is to provide incentives to our employees and members of the Board in the form of options, restricted stock units and other equity awards to stimulate their personal and active interest in our financial success and induce them to remain in our service. The material terms of the Amended Equity Plan approved by the Board are described below. The following terms were included in the Amended Equity Plan based on the Board’s ongoing efforts to incorporate evolving best practices into our executive compensation program, as well as the recommendations of management:

•Conservative share counting, consistent with our ordinary course practices;

•Awards granted under the Amended Equity Plan will vest no earlier than the first anniversary of the date the award is granted (subject to certain limited exceptions);

•Requirement that all awards are subject to any Company clawback policy, consistent with the terms and conditions of the agreements signed by awardees;

•Prohibition on dividend and dividend equivalents being paid on unvested awards;

•Prohibition on repricing options or SARs without stockholder approval; and

•Annual limit of $250,000 on the value awards granted to a non‑employee director as compensation for services as a non‑employee director during any fiscal year.



			OVERVIEW OF THE AMENDED EQUITY PLAN

The principal terms and conditions of the Amended Equity Plan are summarized below.

Authorized Shares:

Under the Existing Equity Plan, as of the 2017 Effective Date, an aggregate of 1,405,000 shares plus any of the 594,714 shares, which as of 2017 Effective Date were available for issuance under the 2007 Incentive Award Plan of Bio‑Rad Laboratories, Inc., as amended (the “Prior Plan”), plus any shares which were subject to awards under the Prior Plan that, on or after the 2017 Effective Date, terminate, expire or lapse, were initially reserved for issuance.

We are asking our stockholders to approve an increase to the shares of common stock reserved for issuance under the Amended Equity Plan by 335,000 shares. If the Amended Equity Plan is approved by the stockholders, subject to the share counting provisions set forth below, an aggregate of 1,740,000 shares plus any of the 594,714 shares, which as of 2017 Effective Date were available for issuance under the Prior Plan, plus any shares which were subject to awards under the Prior Plan that, on or after the 2017 Effective Date, terminate, expire or lapse (collectively, the “Share Limit”) will be reserved for issuance and may be issued or transferred pursuant to awards under the Amended Equity Plan.

The shares covered by the Amended Equity Plan may be authorized but unissued shares, treasury shares or shares purchased in the open market. As of February 23, 2026 the closing price of a share of Class A Common Stock on the NYSE was $268.25 and the closing price of a share of Class B Common Stock on the NYSE was $268.89.

Share Counting Provisions:

To the extent that an award under the Amended Equity Plan forfeited, expired, or was settled for cash (in whole or in part) since the 2017 Effective Date or forfeits, expires, or is settled for cash (in whole or in part), any shares subject to the award at such time became or will become available for future grants under the Amended Equity Plan. The following shares may not be added back to the number of shares available for issuance under the Amended Equity Plan: (a) shares tendered to pay the exercise price of a stock option; (b) shares withheld for payment of taxes for an award; (c) shares subject to SARs that are not issued in connection with stock settlement; and (d) shares purchased on the open market with cash proceeds from the exercise of stock options. Any shares repurchased by us at the same price paid by the participant so that such shares are returned to us will again be available for future awards. Further, the following will not be counted against the shares available for issuance under the Amended Equity Plan: (i) the payment of dividend equivalents in cash in conjunction with any outstanding awards will not be counted against the shares available for issuance under the Amended Equity Plan and (ii) to the extent permitted by applicable law or any exchange rule, shares issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by the Company or any of our subsidiaries, except as may be required by reason of Section 422 of the Code.


BIO-RAD LABORATORIES, INC. - 2026 Proxy Statement			21

Item 4. Approval of the Amended Bio-Rad Laboratories, Inc. 2017 Incentive Award Plan

Plan Administration and Grant Making Process:

Our Board will generally administer the Amended Equity Plan. The Amended Equity Plan provides that, subject to certain limitations, the Board may from time to time delegate its authority to grant awards to a committee consisting of one or more members of the Board or one or more of our officers. Subject to the terms and conditions of the Amended Equity Plan, the administrator will have the authority to select the persons to whom awards are to be made, to determine the type of awards to be granted and the number of shares to be subject to awards and the terms and conditions of awards, to determine when awards can be settled in cash, shares, other awards or whether to cancel, forfeit or surrender awards, to prescribe the form of award agreement, to accelerate vesting or lapse restrictions and to make all other determinations and to take all other actions necessary or advisable for the administration of the Amended Equity Plan. The administrator will also be authorized to adopt, amend or rescind rules relating to the administration of the Amended Equity Plan.

Award Eligibility:

The Amended Equity Plan provides that awards may be granted to employees or members of the Board of the Company and our subsidiaries. The administrator determines which of such employees or members of the Board will be granted awards and no person is entitled to participate in the Amended Equity Plan as a matter of right. Currently, we have 7 executive officers, 6 members of the board, and approximately 1,450 employees other than executive officers eligible to participate in the Amended Equity Plan.

Award Types:

The Amended Equity Plan provides that the administrator may grant or issue stock options, SARs, restricted stock, restricted stock units, dividend equivalents and other stock or cash based awards, or any combination thereof. Each award will be set forth in a separate agreement with the person receiving the award and will indicate the type, terms and conditions of the award, including exercise price, vesting schedule, and treatment of awards upon termination of employment, if applicable. Vesting provisions may require certain conditions to be met, such as continued employment or specified performance goals, before a participant may receive the shares underlying an award or before such shares become freely tradeable and nonforfeitable.

Awards may be made subject to our achievement of the level specified by the administrator or the compensation committee for one or more of performance goals, including the following: (i) gross or net sales or revenues; (ii) net income; (iii) pre‑tax income; (iv) operating income; (v) cash flow (including, but not limited to, operating cash flow and free cash flow); (vi) earnings per share; (vii) operating margin; (viii) return on equity; (ix) return on invested capital or assets; (x) cost reductions or savings; (xi) expense levels; (xii) working capital; (xiii) economic value; (xiv) funds from operations; (xv) appreciation in the Fair Market Value of Stock; (xvi) total stockholder return; (xvii) implementation or completion of critical projects or initiatives or milestones related to such projects; (xviii) regulatory body approval for commercialization of a product; (xix) segment or product market share; (xx) product development; (xxi) manufacturing and manufacturing capacity; (xxii) acquisitions or sales of assets (including intellectual property) or subsidiaries; (xxiii) in‑licensing and out‑licensing of intellectual property; (xxiv) customer acquisition, expansion and retention or any combination of the foregoing; and (xxv) earnings before or after any one or more of the following items: interest, taxes, depreciation or amortization, any of which may be measured either in absolute terms or as compared to any incremental increase or decrease or as compared to results of a peer group or to market performance indicators or indices. The administrator may provide that one or more adjustments be made to these performance goals.

Stock Options and Stock Appreciation Rights:

Stock options are rights to purchase shares at a specified exercise price. Stock options will be either nonqualified stock options (“NQSOs”) or incentive stock options (“ISOs”). SARs are awards entitling the awardee to exercise all or a specified portion thereof (to the extent then exercisable pursuant to its terms) and to receive an amount determined by multiplying the difference obtained by subtracting the exercise price per share of such award from the fair market value on the date of exercise of such award by the number of shares with respect to which such award shall have been exercised. SARs may be settled in cash or shares, or in a combination of both, at the election of the administrator.

The exercise price per share subject to each stock option and SAR may not be less than fair market value on the date of grant (other than certain substitute options and SARs granted in connection with a corporate transaction) or, in the case of ISOs granted to an individual who owns (or is deemed to own) at least 10% of the total combined voting power of all classes of the Company’s capital stock, 110% of the fair market value of a share on the date of grant. Options and SARs will become exercisable (at the discretion of the administrator) in one or more installments after the grant date, subject to the participant’s continued employment or service with the Company or one of its subsidiaries and/or subject to the satisfaction of corporate performance targets and individual performance targets. The Amended Equity Plan provides that options and SARs may be granted for any term specified by the administrator that does not exceed ten (10) years or, in the case of an ISO granted to an individual who owns (or is deemed to own) at least 10% of the total combined voting power of all classes of the Company’s capital stock, five (5) years.


22			BIO-RAD LABORATORIES, INC. - 2026 Proxy Statement

Item 4. Approval of the Amended Bio-Rad Laboratories, Inc. 2017 Incentive Award Plan

Restricted Stock:

Restricted stock consists of shares of our common stock that may not be sold, assigned, transferred or pledged until certain restrictions or other requirements have expired or been removed. Restricted stock will be granted to any eligible individual selected by the administrator and will be made subject to such restrictions as may be determined by the administrator, including, without limitation, vesting conditions based on continued employment or service or on performance criteria established by the administrator. Restricted stock, typically, will be forfeited for no consideration or repurchased by the Company at the original purchase price or such other amount as may be specified in the award agreement if the conditions or restrictions on vesting are not met. The Amended Equity Plan provides that restricted stock generally may not be sold or otherwise transferred until restrictions are removed or expire. Recipients of restricted stock, unlike recipients of options, will have voting rights and the right to receive dividends, if any, prior to the time when the restrictions lapse; however, in the sole discretion of the administrator, any dividends will not be released until the restricted stock vests and restrictions are removed or expire. Further, except in connection with a spin‑off or other similar event or as otherwise permitted by the Equity Plan, dividends that are paid prior to vesting of restricted stock shall only be paid to the extent that vesting conditions are subsequently satisfied and the restricted stock vests.

Restricted Stock Units:

Restricted stock units (“RSUs”) represent the right to receive, at a specified time or times, a number of shares of our common stock or a cash payment equal to the fair market value of a specified number of shares of our common stock. Restricted stock units will be awarded to any eligible individual selected by the administrator, typically without payment of consideration, but subject to vesting conditions based on continued employment or service or on performance criteria established by the administrator. The administrator may impose restrictions on an awardee’s ability to sell, assign, transfer or pledge the shares underlying RSUs. At the time of grant, the administrator will specify the maturity date for each grant of restricted stock units, which will be no earlier than the vesting date of the award. On the maturity date, the shares underlying the restricted stock units or, in the sole discretion of the administrator, an equivalent amount of cash or a combination of cash and shares, will be transferred to the awardee. Unlike restricted stock, recipients of restricted stock units generally will have no voting or dividend rights prior to the maturity date.

Dividend Equivalents:

Dividend equivalents may be granted by the administrator, either alone or in tandem with another award, based on dividends declared on the shares, to be credited as of dividend payment dates during the period between the date the dividend equivalents are granted to an awardee and the date such dividend equivalents terminate or expire, as determined by the administrator. The Amended Equity Plan provides that dividend equivalents may be settled in cash or shares and at such times as determined by the administrator. Dividend equivalents with respect to any award that are based on dividends paid prior to the vesting of such award will only be paid to the awardee to the extent that the vesting conditions are satisfied and the award vests. No dividend equivalents will be payable with respect to options or SARs.

Other Stock or Cash Based Awards:

The administrator may also grant other stock or cash based awards, including awards entitling an awardee to receive shares or cash to be delivered immediately or in the future, to any eligible individual, including, without limitation, cash payments, cash bonus awards, stock payments, stock bonus awards, performance awards, incentive awards, deferred stock, and deferred stock units. Subject to the terms of the Amended Equity Plan, the administrator will determine the terms and conditions of each such award, including the term of the award, any exercise or purchase price, performance goals, transfer restrictions, vesting conditions and other terms and conditions. Other cash or stock based awards may be paid in cash, shares or a combination of cash and shares, as determined by the administrator, and may be available as a form of payment in the settlement of other awards granted under the Amended Equity Plan, as stand‑alone payments, as part of a bonus, deferred bonus, deferred compensation or other arrangement and/or as payment in lieu of compensation to which an eligible individual is otherwise entitled. Except in connection with a spin‑off or other similar event or as otherwise permitted by the Amended Equity Plan, dividends that are paid prior to vesting of a stock or cash based award shall only be paid to the extent that the vesting conditions are subsequently satisfied and the other stock or cash based award vests.

Annual Award Limits:

Awards under the Amended Equity Plan will be subject to the following annual limits:

•the maximum number of shares with respect to one or more awards that may be granted to any one person during any calendar year shall be 225,000; and

•the maximum aggregate amount that may be paid in cash to any one person in any calendar year with respect to one or more awards payable in cash shall be $8,000,000.

In addition, the value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of awards granted to a non‑employee director as compensation for services as a non‑employee director during any fiscal year of the Company may not exceed $250,000.


BIO-RAD LABORATORIES, INC. - 2026 Proxy Statement			23

Item 4. Approval of the Amended Bio-Rad Laboratories, Inc. 2017 Incentive Award Plan

Minimum Vesting Period:

The administrator generally has authority to determine the terms and conditions of vesting of awards under the Amended Equity Plan. However, awards granted under the Amended Equity Plan will vest no earlier than the first anniversary of the date the award is granted and no award agreement shall be permitted to reduce or eliminate this requirement; provided, that the administrator may provide that such minimum vesting restrictions may lapse or be waived upon the holder’s termination of service and/or in connection with a change in control and awards that result in the issuance of an aggregate of up to 5% of the Share Limit may be granted to any one or more eligible individuals without respect to this minimum vesting provision. For purposes of awards to non‑employee directors, a vesting period will be deemed to be one year if it runs from the date of one annual meeting of the Company’s stockholders to the next annual meeting of the Company’s stockholders, so long as the period between meetings is not less than 50 weeks.

Effects of Change in Control:

In the event of a change in control, the administrator will cause any and all awards outstanding under the Amended Equity Plan to vest and become exercisable and all forfeiture restrictions on any or all of such awards to lapse. Furthermore, upon, or in anticipation of, a change in control, the administrator may cause any and all awards outstanding under the Amended Equity Plan to terminate at a specific time in the future and shall give each awardee the right to exercise such awards during a period of time as the administrator, in its sole and absolute discretion, shall determine.

Prohibition on Repricing Without Stockholder Approval:

We may not, without the approval of our stockholders, (a) authorize the amendment of any outstanding option or SAR to reduce its price per share, or (b) cancel any option or SAR in exchange for cash or another award when the option or SAR price per share exceeds the fair market value of the underlying shares.

Awards Subject to Clawback:

Under the Amended Equity Plan, all awards (including any proceeds, gains or other economic benefit actually or constructively received by an awardee upon any receipt or exercise of any award or upon the receipt or resale of any shares underlying any award and any payments of a portion of an incentive‑based bonus pool allocated to an awardee) shall be subject to forfeiture and/or repayment to the Company to the extent and in the manner required (a) to comply with any requirements imposed under applicable laws and/or the rules and regulations of the securities exchange or inter‑dealer quotation system on which the Common Stock is listed or quoted, including, without limitation, pursuant to Section 954 of the Dodd‑Frank Wall Street Reform and Consumer Protection Act of 2010, and (b) under the terms of any policy, guideline or Board committee charter adopted for reasons related to fraud, governance or similar considerations whether or not such policy or guideline was in place at the time of grant of an award.

Miscellaneous Provisions

Adjustment Upon Certain Events:

In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution of the Company’s assets to stockholders (other than normal cash dividends) or any other corporate event affecting the shares or the share price other than an equity restructuring that would require adjustments to the Amended Equity Plan or any awards under the Amended Equity Plan in order to prevent the dilution or enlargement of the potential benefits intended to be made available thereunder, the administrator may make equitable adjustments, if any, to reflect such change with respect to (a) the aggregate number and kind of shares that may be issued under the Amended Equity Plan; (b) the maximum aggregate number of shares that may be granted to any one person during any calendar year; (c) the number and kind of shares (or other securities and property) subject to outstanding awards; (d) the terms and conditions of outstanding awards; and (e) the grant or exercise price per share for any outstanding awards.

In addition, in the event of any event described above or any unusual or nonrecurring transactions or events affecting the Company or any of its subsidiaries, or the financial statements of the Company or any of its subsidiaries, or of changes in applicable law or applicable accounting standards, the administrator, in its sole discretion, and on such terms and conditions as it deems appropriate, is authorized to provide for the termination, assumption or substitution of an award, to make adjustments in the shares and/or in the terms and conditions of the shares subject to an award, to provide for the early vesting of an award, to replace an award with other rights or property or to provide that an award cannot vest or become payable after such event.

In connection with the occurrence of any equity restructuring that would require adjustments to the Amended Equity Plan or any awards under the Amended Equity Plan in order to prevent the dilution or enlargement of the potential benefits intended to be made available thereunder, the administrator shall make equitable adjustments to the number and type of securities subject to each outstanding award and the exercise price or grant price thereof, as well as certain other equitable adjustments as the administrator deems appropriate, in its sole discretion.

In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the shares or the share price, for reasons of administrative convenience, the administrator, in its sole discretion, may refuse to permit the exercise of any award during a period of up to 30 days prior to the consummation of such transaction.


24			BIO-RAD LABORATORIES, INC. - 2026 Proxy Statement

Item 4. Approval of the Amended Bio-Rad Laboratories, Inc. 2017 Incentive Award Plan

Transferability of Awards:

Except by will or the laws of descent and distribution or pursuant to beneficiary designation procedures approved from time to time by the administrator or as otherwise provided by the administrator, no award granted under the Amended Equity Plan may be assigned, transferred or otherwise disposed of by the participant, unless and until the award has been exercised or the shares underlying the award have been issued, and all restrictions applicable to the shares have lapsed. For clarity, no award may be transferred to a third party for monetary consideration.

Rights as a Stockholder:

An awardee will not have any rights as a stockholder as to the shares covered by an award until the awardee becomes the record owner of such shares.

At‑Will Service:

Nothing in the Amended Equity Plan or in any award agreement will give any awardee under the Amended Equity Plan any right to continue in the employ of our Company or any of our subsidiaries or will interfere with or restrict in any way the rights of any such entity to discharge any awardee at any time.

Data Privacy:

The Amended Equity Plan provides that as a condition of receipt of any award, each awardee explicitly consents to the collection, use and transfer, in electronic or other form, of personal data by and among, as applicable, the Company and our subsidiaries, including any requisite transfer of such data as may be required to a broker or other third party with whom the Company or any of our subsidiaries or the awardee may elect to deposit any shares, to implement, administer and manage the awardee’s participation in the Amended Equity Plan. The Company may also make the data available to public authorities where required under locally applicable law.

Tax Withholding:

We may deduct or withhold, or require the participant to remit to the Company, an amount sufficient to satisfy applicable withholding tax obligations with respect to any taxable event concerning the participant arising as a result of the Amended Equity Plan or any award. The administrator may in its discretion and in satisfaction of the foregoing requirement allow the participant to satisfy such obligations by means of cash or check, shares, broker‑assisted cashless exercise or any other form of legal consideration acceptable to the administrator. The administrator may allow the participant to elect to have the Company withhold shares otherwise issuable under any award (or allow the surrender of shares). The number of shares which may be withheld (or surrendered) shall be no greater than the number of shares having a fair market value on the date of withholding equal to the aggregate amount of such liabilities based on the maximum statutory withholding rates in the participant’s applicable jurisdictions for federal, state, local and foreign income and payroll taxes (or such other rate as may be required to avoid adverse accounting consequences).

Amendment and Termination:

The Amended Equity Plan may be amended, modified or terminated by the Board at any time and from time to time; provided that, no amendment, suspension or termination of the Amended Equity Plan shall, without the consent of the awardee, materially and adversely affect any rights or obligations under any award theretofore granted or awarded, unless the award itself otherwise expressly so provides or such action is to comply with the requirements of any applicable claw‑back policy or Code Section 409A.

Notwithstanding the foregoing, the Amended Equity Plan requires the Company to obtain stockholder approval within twelve (12) months before or after any of the following actions (other than in connection with certain corporate events, as described above):

•Increase in the limits imposed on the maximum number of shares available under the Amended Equity Plan;

•Reduction in the price per share of any outstanding option or SAR granted under the Amended Equity Plan; or

•Cancellation of any option or SAR in exchange for cash or another award when the option or SAR price per share exceeds the fair market value of a share.

In addition, subject to applicable law and as set forth above, the administrator may amend, modify or terminate any outstanding award, including substituting therefor another award of the same or a different type, changing the date of exercise or settlement, and converting an ISO to an NQSO. The awardee’s consent to such action will be required unless (a) the administrator determines that the action, taking into account any related action, would not materially and adversely affect the awardee, or (b) the change is otherwise permitted under the Amended Equity Plan.

Expiration Date:

The Amended Equity Plan will expire on, and no award will be granted pursuant to the Amended Equity Plan after March 18, 2036. Any award that will be outstanding on the expiration date of the Amended Equity Plan will remain in force according to the terms of the Amended Equity P

SEC Form DEF 14A filed by Bio-Rad Laboratories Inc.