25. Commitments and Contingencies

Litigation and Related Contingencies

The Company’s product offerings include technologies and related intellectual property rights that are either developed or acquired. Such technologies and rights, particularly patents, are a significant part of ongoing product development and differentiation. Lawsuits, claims, and proceedings of a nature that claim infringement of patents or patent licenses owned by others are considered normal to the business and may be pending from time to time against the Company. Intellectual property litigation is inherently complex and unpredictable. Although monetary and injunctive relief is typically sought, remedies and restitution are generally not

determined until the conclusion of the trial court proceedings and can be modified on appeal. Accordingly, the outcomes of individual cases are difficult to time, predict or quantify.

Loss contingency provisions are recorded if the potential loss from any claim, asserted or unasserted, or legal proceeding related to patents, products, and other matters, is considered probable and the amount can be reasonably estimated, or a range of loss can be determined. If the estimate of a probable loss is a range and no amount within the range is more likely, management’s best estimate is represented by the minimum amount of the range. If a material loss is not reasonably estimable, but is considered probable, or a material loss is reasonably possible, but not probable, disclosure would be provided below. The outcome of any of these proceedings cannot be accurately predicted, and the ultimate resolution of any of these existing matters, net of amounts accrued in the Company's balance sheet, may have a material adverse effect on the Company's business or financial condition.

Third parties might allege that the Company or its collaborators are infringing their patent rights or that the Company is otherwise violating their intellectual property rights. An adverse outcome in any of these proceedings could result in one or more of the following and have a material impact on our business or consolidated results of operations and financial position: (i) loss of patent protection; (ii) inability to continue to engage in certain activities; (iii) payment of significant damages, royalties, penalties, and/or license fees to third parties; and, (iv) with respect to products acquired through acquisitions accounted for as business combinations, potentially significant intangible asset impairment charges.

At December 31, 2025, and 2024, the accrual for several unresolved legal matters that are probable and estimable was $5.4 million and $86.0 million, respectively. In management’s opinion, the Company is not currently involved in any legal proceedings individually or in the aggregate, that could materially adversely impact our operating results and cash flows.

 

In connection with the Company’s acquisition of PhenomeX Inc. (“PhenomeX”) on October 2, 2023, the Company’s wholly owned subsidiary, Bruker Cellular Analysis, Inc., was substituted as a party into the existing patent litigation between PhenomeX and AbCellera Biologics Inc. (“AbCellera”) related to PhenomeX’s Beacon Optofluidic platform products. The University of British Columbia (“UBC”), the owner and licensor to AbCellera of the asserted patents, was a co-plaintiff in the litigation. On December 17, 2025, the Company, AbCellera, and UBC entered into a settlement and patent license agreement resolving the patent litigation globally. The settlement includes an agreement by the Company to pay $36.0 million to AbCellera in the first two quarters of 2026. In addition, effective as of the settlement date, the Company will pay royalties on sales of Bruker’s Beacon Optofluidic platform products in designated market segments until the expiration of the applicable licensed patents. In accounting for the settlement agreement, the Company recognized an intangible asset related to the patent license agreement and recorded the remaining settlement amount under other current liabilities in the consolidated balance sheets in the fourth quarter of 2025. Refer to Note 19, Other Current and Long-term Liabilities for more information on the amounts included within other current liabilities.

In connection with the acquisition of NanoString on May 6, 2024, the Company assumed certain of its liabilities, including the liabilities associated with NanoString’s litigation matters with 10x Genomics, Inc. (“10x”) related to NanoString’s GeoMx Digital Spatial Profiler products, NanoString’s CosMx Spatial Molecular Imager products, and 10x’s Visium Spatial Gene Expression system and related products. On May 12, 2025, the Company and 10x entered into a settlement agreement resolving these litigation matters, with global patent cross license agreements between the two companies. The settlement includes an agreement by the Company to pay $68.0 million to 10x in four equal quarterly installments, beginning in third quarter of 2025 and, effective as of the settlement date, the Company will pay royalties on sales of GeoMx and CosMx products until the expiration of the applicable licensed patents. In connection with the settlement, all ongoing lawsuits and administrative proceedings filed by both companies in several countries, including actions pending in the United States, in Germany, and before the European Unified Patent Court, have been, or are being, withdrawn. In accounting for the settlement agreement, the Company allocated the $68.0 million payment between amounts representing the settlement of the past liability related to patent infringement claims and the future cost of doing business associated with the license agreements. As a result, the Company recognized an intangible asset and recorded the remaining settlement amount under other current liabilities in the consolidated balance sheets. Refer to Note 19, Other Current and Long-term Liabilities for more information on the amounts included within other current liabilities.

Purchase Obligations

The Company has entered into purchase obligations, in the ordinary course of business, that include agreements to purchase goods, services, certain inventory components, and other equipment used in normal operations and that specify all significant terms including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. As of December 31, 2025, the Company had purchase obligations totaling approximately $261.7 million, the majority of which are for periods of less than one year.

 

License Agreements

The Company has entered into license agreements allowing it to utilize certain patents. If these patents are used in connection with a commercial product sale, the Company pays royalties on the related product revenues. Licensing fees for the years ended

December 31, 2025, 2024, and 2023, were $9.9 million, $10.1 million and $7.5 million, respectively, and are recorded in cost of product revenue in the consolidated statements of operations.

Letters of Credit and Guarantees

At December 31, 2025, and 2024, the Company had bank guarantees of $211.2 million and $159.3 million, respectively, related primarily to customer advances. These arrangements guarantee the refund of advance payments received from customers in the event that the merchandise is not delivered, or warranty obligations are not fulfilled in compliance with the terms of the contract. These guarantees affect the availability of the Company’s lines of credit.

Indemnifications

The Company enters into standard indemnification arrangements in the Company’s ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party. These parties are generally the Company’s directors, officers, business partners or customers, in connection with any patent, or any copyright or other intellectual property infringement claim by any third party with respect to its products. The term of these indemnification agreements is generally perpetual any time after the execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these agreements is unlimited. The Company believes the estimated fair value of these agreements is minimal based on historical experiences.

Historical Timeline

Fiscal YearFiled
2025Feb 27, 2026Showing above
2024Mar 3, 2025
2023Feb 29, 2024
2022Mar 1, 2023
2021Feb 28, 2022
2020Mar 1, 2021
2019Mar 27, 2020
2018Mar 1, 2019
2017Mar 16, 2018
2016Mar 1, 2017
2015Feb 29, 2016

About Commitments Disclosures

Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.

Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.