Qiagen N : First Quarter 2025 SEC Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2025 Commission File Number 001-38332

QIAGEN N.V.

(Translation of registrant's name into English)

Hulsterweg 82

5912 PL Venlo The Netherlands

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F Form 40-F 

1

Table of Contents

‌QIAGEN N.V.

Form 6-K

TABLE OF CONTENTS

Item Page

Other Information 3

Signatures 4

Exhibit Index 5

Table of Contents

‌OTHER INFORMATION

For the three months ended March 31, 2025, QIAGEN N.V. prepared its quarterly report under United States generally accepted accounting principles (U.S. GAAP). This quarterly report is furnished herewith as Exhibit 99.1 and incorporated by reference herein.

Table of Contents

‌SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

QIAGEN N.V.

By: /s/ Roland Sackers Roland Sackers

Chief Financial Officer

Date: May 12, 2025

Table of Contents

‌EXHIBIT INDEX

Exhibit

No. Exhibit

99.1 U.S. GAAP Quarterly Report for the Period Ended March 31, 2025

Exhibit 99.1

‌QIAGEN N.V. and Subsidiaries

U.S. GAAP Quarterly Report for the Period Ended March 31, 2025 Table of Contents

Condensed Consolidated Financial Statements

2 Condensed Consolidated Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024

4 Condensed Consolidated Statements of Income (unaudited) for the three months ended March 31, 2025 and 2024

5 Condensed Consolidated Statements of Comprehensive Income (unaudited) for the three months ended March 31, 2025 and 2024

6 Condensed Consolidated Statements of Changes in Equity (unaudited) for the three months ended March 31, 2025 and 2024

7 Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2025 and 2024

9 Notes to the Condensed Consolidated Financial Statements (unaudited)

35 Operating and Financial Review and Prospects

42 Quantitative and Qualitative Disclosures About Market Risk

44 Recent Authoritative Pronouncements

44 Application of Critical Accounting Estimates

44 Off-Balance Sheet Arrangements

44 Legal Proceedings

44 Risk Factors

‌Condensed Consolidated Financial Statements‌

QIAGEN N.V. and Subsidiaries Condensed Consolidated Balance Sheets

(in thousands) Notes

March 31,

2025

December 31,

2024

		(unaudited)
Assets
Current assets:
Cash and cash equivalents		$638,756	$663,555
Short-term investments		324,689	489,437
Accounts receivable, net of allowance for credit losses of $21,124 and $18,226, respectively		340,706	349,278
Inventories, net	(4)	281,364	279,256
Prepaid expenses and other current assets	(8)	157,356	178,327
Total current assets		1,742,871	1,959,853
Long-term assets:
Property, plant and equipment, net of accumulated depreciation of $549,029 and $516,324, respectively		803,661	753,611
Goodwill	(5)	2,448,647	2,425,418
Intangible assets, net of accumulated amortization of $722,901 and $693,062, respectively	(5)	290,503	303,815
Other long-term assets	(6, 8)	259,687	246,925
Total long-term assets		3,802,498	3,729,769
Total assets		$5,545,369	$5,689,622

The accompanying notes are an integral part of these condensed consolidated financial statements.

QIAGEN N.V. and Subsidiaries Condensed Consolidated Balance Sheets

(in thousands, except par value) Notes

March 31,

2025

December 31,

2024

		(unaudited)
Liabilities and equity
Current liabilities:
Current portion of long-term debt	(7)	$55,693	$53,481
Accrued and other current liabilities	(3, 8, 9, 15)	391,585	406,876
Accounts payable		69,666	83,272
Total current liabilities		516,944	543,629
Long-term liabilities:
Long-term debt, net of current portion	(7)	1,352,646	1,338,067
Other long-term liabilities	(8)	267,902	240,587
Total long-term liabilities		1,620,548	1,578,654
Commitments and contingencies	(14)
Equity:
Preference shares, 0.01 EUR par value, authorized-450,000 shares, no shares issued and outstanding		-	-
Financing preference shares, 0.01 EUR par value, authorized-40,000 shares, no shares issued and outstanding		-	-
Common shares, 0.01 EUR par value, authorized-410,000 shares, issued-217,685 and 223,904 shares, respectively	(12)	2,529	2,601
Additional paid-in capital	(12)	1,398,256	1,666,070
Retained earnings		2,498,974	2,448,122
Accumulated other comprehensive loss	(12)	(441,646)	(474,539)
Less treasury shares, at cost-1,129 and 1,614 shares, respectively		(50,236)	(74,915)
Total equity		3,407,877	3,567,339
Total liabilities and equity		$5,545,369	$5,689,622

The accompanying notes are an integral part of these condensed consolidated financial statements.

‌QIAGEN N.V. and Subsidiaries Condensed Consolidated Statements of Income (Unaudited)

Three Months Ended

March 31,

(in thousands, except per share data) Notes 2025 2024

Net sales	(3)	$483,456	$458,796
Cost of sales:
Cost of sales	(15)	161,294	151,734
Acquisition-related intangible amortization		13,481	16,073
Total cost of sales		174,775	167,807
Gross profit		308,681	290,989
Operating expenses:
Sales and marketing		106,334	111,121
Research and development		43,783	51,333
General and administrative		31,608	27,568
Acquisition-related intangible amortization		1,793	2,722
Restructuring, acquisition, integration and other, net	(15)	9,816	3,298
Total operating expenses		193,334	196,042
Income from operations		115,347	94,947
Other income (expense):
Interest income		15,390	17,758
Interest expense		(7,294)	(10,292)
Other expense, net		(3,894)	(123)
Total other income, net		4,202	7,343
Income before income tax expense		119,549	102,290
Income tax expense	(10)	28,791	21,617
Net income		$90,758	$80,673
Basic earnings per common share	(13)	$0.42	$0.36
Diluted earnings per common share	(13)	$0.41	$0.36
Weighted-average common shares outstanding:
Basic	(13)	218,377	223,835
Diluted	(13)	220,189	226,572

The accompanying notes are an integral part of these condensed consolidated financial statements.

‌QIAGEN N.V. and Subsidiaries Condensed Consolidated Statements of Comprehensive Income (Unaudited)

Three Months Ended

March 31,

(in thousands) Notes 2025 2024

Net income		$90,758	$80,673
Other comprehensive income (loss) to be reclassified to profit or loss in subsequent periods:	(8) (8)
(Losses) gains on cash flow hedges, net of $4,063 tax benefit and $12,212 tax expense, respectively		(11,684)	35,122
Reclassification adjustments on cash flow hedges, net of $4,212 tax expense and $13,177 tax benefit, respectively		12,114	(37,898)
Cash flow hedges, net of tax	(8)	430	(2,776)
Net investment hedge		(16,382)	11,458
Foreign currency translation adjustments, net of $0 tax and $0 tax, respectively		48,845	992
Other comprehensive income		32,893	9,674
Comprehensive income		$123,651	$90,347

The accompanying notes are an integral part of these condensed consolidated financial statements.

‌QIAGEN N.V. and Subsidiaries Condensed Consolidated Statements of Changes in Equity (Unaudited)

Common shares

Additional

paid-in

Retained

Accumulated

other comprehensive

Treasury shares Total

(in thousands) Notes

Shares Amount

capital

earnings

loss

Shares Amount

equity

Balance at December 31, 2024		223,904	$2,601	$1,666,070	$2,448,122	($474,539)	(1,614)	($74,915)	$3,567,339
Capital repayment	(12)	(6,219)	(72)	(280,153)	-	-	45	-	(280,225)
Net income		-	-	-	90,758	-	-	-	90,758
Unrealized loss, net on hedging contracts	(8)	-	-	-	-	(28,066)	-	-	(28,066)
Realized loss, net on hedging contracts	(8)	-	-	-	-	12,114	-	-	12,114
Translation adjustment, net	(12)	-	-	-	-	48,845	-	-	48,845
Issuance of common shares in connection with stock plan		-	-	-	(39,906)	-	836	39,906	-
Tax withholding related to vesting of stock awards	(11)	-	-	-	-	-	(396)	(15,227)	(15,227)
Share-based compensation	(11)	-	-	12,339	-	-	-	-	12,339
Balance at March 31, 2025		217,685	$2,529	$1,398,256	$2,498,974	($441,646)	(1,129)	($50,236)	$3,407,877

Balance at December 31, 2023		230,829	$2,702	$1,915,115	$2,456,800	($433,830)	(2,627)	($133,023)	$3,807,764
Capital repayment	(12)	(6,925)	(101)	(292,792)	-	-	79	-	(292,893)
Net income		-	-	-	80,673	-	-	-	80,673
Unrealized gain, net on hedging contracts	(8)	-	-	-	-	46,580	-	-	46,580
Realized gain, net on hedging contracts	(8)	-	-	-	-	(37,898)	-	-	(37,898)
Translation adjustment, net	(12)	-	-	-	-	992	-	-	992
Issuance of common shares in connection with stock plan		-	-	-	(51,334)	-	941	51,334	-
Tax withholding related to vesting of stock awards	(11)	-	-	-	-	-	(450)	(19,420)	(19,420)
Share-based compensation	(11)	-	-	13,831	-	-	-	-	13,831
Balance at March 31, 2024		223,904	$2,601	$1,636,154	$2,486,139	($424,156)	(2,057)	($101,109)	$3,599,629

The accompanying notes are an integral part of these condensed consolidated financial statements.

‌QIAGEN N.V. and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited)

Three Months Ended

March 31,

(in thousands) Notes 2025 2024

Cash flows from operating activities:
Net income		$90,758	$80,673
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		43,908	54,330
Non-cash impairments	(6, 15)	2,537	-
Amortization of debt discount and issuance costs	(7)	492	5,055
Share-based compensation expense	(11)	12,339	13,831
Deferred tax benefit		(542)	(383)
Loss on marketable securities	(6)	968	106
Other items, net including fair value changes in derivatives		3,883	(2,195)
Net changes in operating assets and liabilities:
Accounts receivable		12,948	31,478
Inventories		2,171	(15,495)
Prepaid expenses and other current assets		(15,201)	(12,157)
Other long-term assets		713	(2,517)
Accounts payable		(5,968)	1,157
Accrued and other current liabilities		(38,860)	(45,816)
Income taxes		28,993	23,823
Other long-term liabilities		601	1,188
Net cash provided by operating activities		139,740	133,078

QIAGEN N.V. and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited)

Three Months Ended

March 31,

(in thousands) Notes 2025 2024

Cash flows from investing activities:
Purchases of property, plant and equipment		(43,902)	(36,541)
Purchases of intangible assets	(5)	(362)	(1,819)
Purchases of short-term investments		(25,000)	(184,027)
Proceeds from redemptions of short-term investments		189,679	192,631
Cash received for collateral asset	(8)	926	37,695
Purchases of investments, net	(6)	(1,260)	(1,508)
Net cash provided by investing activities		120,081	6,431
Cash flows from financing activities:
Capital repayment	(12)	(280,086)	(292,099)
Tax withholding related to vesting of stock awards	(11)	(4,942)	-
Cash (paid) received for collateral liability	(8)	(1,480)	805
Other financing activities	(12)	(196)	(794)
Net cash used in financing activities		(286,704)	(292,088)
Effect of exchange rate changes on cash and cash equivalents		2,084	(1,835)
Net decrease in cash and cash equivalents		(24,799)	(154,414)
Cash and cash equivalents, beginning of period		663,555	668,084
Cash and cash equivalents, end of period		$638,756	$513,670

The accompanying notes are an integral part of these condensed consolidated financial statements.

‌Notes to the Condensed Consolidated Financial Statements (unaudited)

March 31, 2025

1. Corporate Information

   QIAGEN N.V. is a public limited liability company (naamloze vennootschap) under Dutch law with a registered office at Hulsterweg 82, 5912 PL Venlo, The Netherlands. QIAGEN N.V., a Netherlands holding company, and subsidiaries (we, our or the Company) is a leading global provider of Sample to Insight solutions, enabling customers to extract and gain valuable molecular insights from samples containing the building blocks of life. Our Sample technologies isolate and process DNA, RNA and proteins from blood, tissue and other materials. Assay technologies prepare these biomolecules for analysis while bioinformatics software and knowledge bases can be used to interpret data to find actionable insights. Automation solutions bring these processes together into seamless and cost-effective workflows. We serve over 500,000 customers globally in Life Sciences (academia, pharma R&D and industrial applications, primarily forensics) and Molecular Diagnostics for clinical healthcare. As of March 31, 2025, we employed approximately 5,700 people in over 35 locations worldwide.

2. Basis of Presentation and Accounting Policies

   Basis of Presentation

   The condensed consolidated financial statements include the accounts of QIAGEN N.V. and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. All amounts are presented in U.S. dollars, unless otherwise indicated. Investments in either common stock or in-substance common stock of companies where we exercise significant influence over the operations but do not have control, and where we are not the primary beneficiary, are accounted for using the equity method. All other investments are accounted for at our initial cost, minus any impairment, plus or minus changes from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

   The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information and generally in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the Securities and Exchange Commission (SEC) rules and regulations. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary for a fair presentation have been included.

   The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingencies at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. While changing conditions in our global environment present additional uncertainty, we continue to use the best information available to form our estimates. Actual results could differ from those estimates.

   We operate as one operating segment in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 280, Segment Reporting. We have a common basis of organization and our products and services are offered globally. Our chief operating decision maker (CODM) makes decisions based on the Company as a whole. Accordingly, we operate and make decisions as one operating segment.

   The results of operations for an interim period are not necessarily indicative of results that may be expected for any other interim period or for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 20-F for the year ended December 31, 2024.

   Summary of Significant Accounting Policies

   The interim condensed consolidated financial statements were prepared based on the same accounting policies as those applied and described in the consolidated financial statements as of and for the year ended December 31, 2024.

   Adoption of New Accounting Standards in 2025

   As of March 31, 2025, there has been no adoption of new accounting standards in 2025.

   New Accounting Standards Not Yet Adopted

   As of March 31, 2025, the following recently issued but not yet adopted accounting pronouncements are expected to impact our consolidated financial statements:

   ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures enhances annual income tax disclosures to address investor requests for more information about the tax risks and opportunities present in an entity's worldwide operations. The two primary enhancements disaggregate existing income tax disclosures related to the effective tax rate reconciliation and income taxes paid. This ASU is effective for annual periods beginning after December 15, 2024, and early adoption is permitted. We will adopt the new disclosures prospectively beginning with the annual reporting for the year ended December 31, 2025.

   ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses improves financial reporting and responds to investor input by requiring public companies to disclose, in interim and annual reporting periods, additional information about certain expenses in the notes to financial statements. The amendments in this ASU should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this update or (2) retrospectively to any or all prior periods presented in the financial statements. The amendments in the ASU are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted.

3. Revenue

   Contract Estimates

   The majority of our revenue is derived from (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount in which we have the right to invoice as product is delivered. We have elected, as a practical expedient, not to disclose the value of remaining performance obligations associated with these types of contracts.

   However, we have certain companion diagnostic co-development contracts to provide research and development activities in which our performance obligations extend over multiple years. As of March 31, 2025, we had $83.3 million of remaining performance obligations for which the transaction price is not constrained related to these contracts which we expect to recognize over the next 12 to 18 months.

   Revenue expected to be recognized in any future year related to remaining performance obligations, excluding revenue pertaining to contracts that have an original expected duration of one year or less, contracts where revenue is recognized as invoiced and contracts with variable consideration related to undelivered performance obligations, is not material.

   Contract Balances

   The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) in the condensed consolidated balance sheet.

   Contract assets as of March 31, 2025 and December 31, 2024 totaled $11.9 million and $14.5 million, respectively, and are included in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheets and relate to the companion diagnostic co-development contracts discussed above.

   Contract liabilities primarily relate to non-cancellable advances or deposits received from customers before revenue is recognized and is primarily related to instrument service and software-as-a-service (SaaS) arrangements. As of March 31, 2025 and December 31, 2024, contract liabilities totaled $92.8 million and $88.8 million, respectively, of which $76.5 million and $70.8 million, respectively, are included in accrued and other current liabilities and $16.2 million and $18.0 million, respectively, are included in other long-term liabilities. During the three months ended March 31, 2025 and 2024, we satisfied the associated performance obligations and recognized revenue of $32.0 million and $26.3 million, respectively, related to advance customer payments previously received.

   Disaggregation of Revenue

   We disaggregate our revenue based on product type and product category as shown in the tables below for the three-month periods ended March 31, 2025 and 2024:

   Three Months Ended March 31,

   (in thousands) 2025 2024

   Consumables and related revenues	$435,064	$409,274
   Instruments	48,392	49,522
   Total net sales	$483,456	$458,796

   Three Months Ended March 31,

   (in thousands) 2025 2024

   Sample technologies	$149,858	$154,634
   Diagnostic solutions	186,547	170,386
   PCR / Nucleic acid amplification	76,129	67,598
   Genomics / NGS	53,202	54,871
   Other	17,720	11,307
   Total net sales	$483,456	$458,796

   Refer to Note 16 "Segment Information" for disclosure of revenue by geographic region.

4. Inventories

   The components of inventories consist of the following as of March 31, 2025 and December 31, 2024:

   (in thousands)

   March 31,

   2025

   December 31,

   2024

   Raw materials	$54,573	$52,770
   Work in process	74,312	72,675
   Finished goods	152,479	153,811
   Total inventories, net	$281,364	$279,256

5. Intangible Assets

The following table sets forth the intangible assets by major asset class as of March 31, 2025 and December 31, 2024:

March 31, 2025 December 31, 2024

(in thousands)

Gross carrying

amount

Accumulated amortization

Gross carrying

amount

Accumulated amortization

Amortized intangible assets:			$169,436 646,554 180,887
Patent and license rights	$174,019	($131,378)		($125,465)
Developed technology	654,096	(432,995)		(414,699)
Customer base, non-compete agreements and trademarks	185,289	(158,528)		(152,898)
Total amortized intangible assets	$1,013,404 ($722,901)		$996,877 ($693,062)
Unamortized intangible assets:			$2,425,418
Goodwill	$2,448,647
Total unamortized intangible assets	$2,448,647		$2,425,418

The changes in intangible assets in 2025 are summarized as follows:

(in thousands) Goodwill Intangibles

Balance at December 31, 2024	$2,425,418	$303,815
Additions	-	366
Amortization	-	(17,722)
Foreign currency translation adjustments	23,229	4,044
Balance at March 31, 2025	$2,448,647 $290,503

The change in the carrying amount of goodwill for the three months ended March 31, 2025 resulted from foreign currency translation adjustments. Cash paid for purchases of intangible assets in the accompanying condensed consolidated statement of cash flows during the three months ended March 31, 2025 totaled $0.4 million.

For the three-month period ended March 31, 2025, amortization expense on intangible assets decreased to $17.7 million compared to $23.4 million in the same period of 2024. Amortization of intangibles for each of the next five years is expected to be approximately:

Year ending December 31, (in millions)		Annual amortization
2026		$60.4
2027		$54.8
2028		$47.6
2029		$17.5
2030		$9.0
6. Investments
The following discusses our non-marketable investments and the realized and unrealized gains and losses on these investments.
Non-Marketable Investments We have made strategic investments in certain privately-held companies without readily determinable market values.

Non-Marketable Investments Accounted for Under the Equity Method

As of March 31, 2025 and December 31, 2024, we had total non-marketable investments that were accounted for as equity method investments of $17.0 million and $18.2 million, respectively, included in other long-term assets in the accompanying condensed consolidated balance sheets. During the three-month period ended March 31, 2025, we recorded an impairment of $2.5 million in other expense, net in the accompanying condensed consolidated statements of income following adverse changes in the investee's business which indicated that the carrying value was no longer recoverable.

Some of our equity method investments are variable interest entities. We are not considered the primary beneficiary of these investments as we do not hold the power to direct the activities that most significantly impact the economic performance of these entities, and therefore, these investments are not consolidated. As of March 31, 2025, these investments had a total net carrying value of $12.6 million, of which $12.8 million, representing our maximum exposure to loss, is included in other long-term assets and $0.2 million, where we are committed to fund losses, is included in other long-term liabilities in the accompanying condensed consolidated balance sheet. As of December 31, 2024,

these investments totaled a net $11.6 million, of which $11.8 million is included in other long-term assets and $0.2 million is included in other long-term liabilities in the accompanying condensed consolidated balance sheet.

One of our investments, TVM Life Science Ventures III (TVM), is a limited partnership, and we account for our 3.1% investment under the equity method as we have the ability to exercise significant influence over the limited partnership. This investment is valued at net asset value (NAV) reported by the counterparty. During 2025 and 2024, we made additional cash payments of $1.1 million and $2.7 million, respectively, to TVM. As of March 31, 2025, we have $3.0 million of unfunded commitments through 2029. We do not have the right to redeem these funds under the normal course of operations of this partnership.

Non-Marketable Investments Not Accounted for Under the Equity Method

At March 31, 2025 and December 31, 2024, we had investments in non-publicly traded companies that do not have readily determinable fair values with carrying amounts that totaled $4.6 million and $4.3 million, respectively, which are included in other long-term assets in the accompanying condensed consolidated balance sheets. These investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Changes resulting from impairment and observable price changes are recognized in the condensed consolidated statements of income during the period the change is identified.

The changes in non-marketable investments not accounted for under the equity method during the three months ended March 31, 2025 and 2024 are as follows:

(in thousands) 2025 2024

Balance at beginning of year	$4,283	$4,435
Cash investments in equity securities, net	133	144
Foreign currency translation adjustments	166	(83)
Balance at end of period	$4,582	$4,496

1. Debt

   At March 31, 2025 and December 31, 2024, total long-term debt, net of debt issuance costs, consists of the following:

   (in thousands) March 31, 2025

   December 31,

   2024

   0.000% Senior Unsecured Convertible Notes due 2027	$498,535	$498,402
   2.500% Senior Unsecured Convertible Notes due 2031	494,629	494,421
   German Private Placement (2017 Schuldschein)	15,669	15,050
   German Private Placement (2022 Schuldschein)	399,506	383,675
   Total long-term debt	1,408,339	1,391,548
   Less: Current portion	55,693	53,481
   Long-term portion	$1,352,646	$1,338,067

   The notes are all unsecured obligations that rank pari passu. No contingent conversion conditions were triggered as of March 31, 2025.

   The principal amount, carrying amount and fair values of long-term debt instruments are summarized below:

   (in thousands)

   Principal amount

   Unamortized debt discount and

   issuance costs Carrying amount

   As of March 31, 2025

   Fair Value

   Amount Leveling

   Convertible Notes due 2027	$500,000	($1,465)	$498,535	$482,215	Level 1
   Convertible Notes due 2031	500,000	(5,371)	494,629	495,915	Level 1
   German Private Placement (2017 Schuldschein)	15,685	(16)	15,669	15,202	Level 2
   German Private Placement (2022 Schuldschein)	400,158	(652)	399,506	393,694	Level 2
   	$1,415,843	($7,504)	$1,408,339	$1,387,026

   As of December 31, 2024

   				discount and						Fair value
   (in thousands)		Principal amount		issuance costs		Carrying amount		Amount		Leveling
   Convertible Notes due 2027		$500,000		($1,598)		$498,402		$475,835		Level 1
   Convertible Notes due 2031		500,000		(5,579)		494,421		511,150		Level 1
   German Private Placement (2017 Schuldschein)		15,069		(19)		15,050		14,560		Level 2
   German Private Placement (2022 Schuldschein)		384,393		(718)		383,675		380,180		Level 2
   		$1,399,462		($7,914)		$1,391,548		$1,381,725

   Unamortized debt

   Interest expense related to the convertible notes for the three months ended March 31, 2025 and 2024 was comprised of the following:

   Three Months Ended March 31,

   (in thousands) 2025 2024

   Coupon interest	$3,125	$1,250
   Amortization of original issuance discount	-	4,554
   Amortization of debt issuance costs	341	391
   Total interest expense related to the convertible notes	$3,466	$6,195

   Convertible Notes due 2031

   On September 10, 2024, we issued 2.50% convertible notes in an aggregate principal amount of $500.0 million with a maturity date of September 10, 2031 (2031 Notes). The 2031 Notes carry interest of 2.50% per annum payable semi-annually in arrears. The net proceeds of the 2031 Notes totaled $494.2 million, after debt issuance costs of

   $5.8 million. Debt issuance costs are amortized to interest expense over the term of the 2031 Notes. The effective interest rate of the 2031 Notes is 2.68%.

   The 2031 Notes are convertible into common shares based on an initial conversion rate, subject to adjustment, of 3,124.3702 shares per $200,000 principal amount of notes (which represents an initial conversion price of $64.0129 per share, or 7.8 million underlying shares). Following the January 2025 synthetic share repurchase discussed in Note 12 "Equity," the adjusted conversion rate became 3,123.9066 shares per $200,000 principal amount of notes, which represents an adjusted conversion price per share of

   $64.0224. At conversion, we will settle the 2031 Notes by repaying the principal portion in cash and any excess of the conversion value over the principal amount in common shares.

   The 2031 Notes may be redeemed at the option of each noteholder at their principal amount on September 10, 2029 or in connection with a change of control or delisting event.

   The 2031 Notes are convertible in whole, but not in part, at the option of the noteholders on a net share settlement basis, at the prevailing conversion price in the following circumstances beginning after October 21, 2024 through March 9, 2031:

   • if the daily volume-weighted average trading price of our common shares for at least 20-consecutive trading days during a period of 30-consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 150% of the applicable conversion price on each such trading day; or

   • if we undergo certain fundamental changes, including a change of control or delisting event, as defined in the agreement; or

   • if a parity event or trading price unavailability event, as the case may be, occurs during the period of 10 days, commencing on and including the first business day following the relevant trading price notification date; or

   • if we distribute assets or property to all or substantially all of the holders of our common shares and those assets or other property have a value of more than 25% of the average daily volume-weighted average trading price of our common shares for the prior 20 consecutive trading days; or

   • in case of early redemption in respect of the outstanding notes at our option, where the conversion date falls in the period from (and including) the date on which the call notice is published to (and including) the 45th business day prior to the redemption date; or

   • if we experience certain customary events of default, including defaults under certain other indebtedness, until such event of default has been cured or waived; or

   • if an acquisition of control occurs, where the conversion date falls in the period from (and including) the date on which the acquisition notice is published to the record date established in connection with the acquisition of control, established to be no less than 40 days and no more than 60 days from acquisition notice; or

   • if a take-over bid is published, where the conversion date falls in the period from (and including) the date of notice of the take-over bid to the last day of the applicable legal acceptance period.

     The noteholders may convert their notes at any time, without condition, during the period beginning on March 10, 2031 and ending on the 45th business day prior to September 10, 2031.

     No contingent conversion conditions were triggered for the 2031 Notes as of March 31, 2025 or December 31, 2024.

     Convertible Notes due 2027

     On December 17, 2020, we issued zero coupon convertible notes in an aggregate principal amount of $500.0 million with a maturity date of December 17, 2027 (2027 Notes). The 2027 Notes carry no coupon interest. The net proceeds of the 2027 Notes totaled $497.6 million, after payment of debt issuance costs of $3.7 million.

     The effective interest rate of the 2027 Notes is 1.65%, which is imputed based on the amortization of the fair value of the embedded conversion option over the remaining term of the 2027 Notes.

     The 2027 Notes are convertible into common shares based on an initial conversion rate, subject to adjustment, of 2,477.65 shares per $200,000 principal amount of notes (which represents an initial conversion price of $80.7218 per share, or 6.2 million underlying shares). The conversion rate was adjusted to 2,475.26 following the January 2024 synthetic share repurchase, and following the January 2025 synthetic share repurchase discussed in Note 12 "Equity," the conversion rate was further adjusted to 2,474.89 shares per $200,000 principal amount of notes, which represents an adjusted conversion price per share of $80.8116. At conversion, we will settle the 2027 Notes by repaying the principal portion in cash and any excess of the conversion value over the principal amount in common shares.

     The 2027 Notes may be redeemed at the option of each noteholder at their principal amount on December 17, 2025 or in connection with a change of control or delisting event (as further described in the 2027 Notes).

     The 2027 Notes are convertible in whole, but not in part, at the option of the noteholders on a net share settlement basis, at the prevailing conversion price, in the following circumstances beginning after January 27, 2021 through June 16, 2027:

   • if the last reported sale price of our common shares for at least 20-consecutive trading days during a period of 30-consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the applicable conversion price on such trading day; or

   • if we undergo certain fundamental changes, including a change of control, as defined in the agreement; or

   • if a parity event or trading price unavailability event, as the case may be, occurs during the period of 10 days, commencing on and including the first business day following the relevant trading price notification date; or

   • if we distribute assets or property to all or substantially all of the holders of our common shares and those assets or other property have a value of more than 25% of the average daily volume-weighted average trading price of our common shares for the prior 20 consecutive trading days; or

   • in case of early redemption in respect of the outstanding notes at our option, where the conversion date falls in the period from (and including) the date on which the call notice is published to (and including) the 45th business day prior to the redemption date; or

   • if we experience certain customary events of default, including defaults under certain other indebtedness, until such event of default has been cured or waived.

   The noteholders may convert their notes at any time, without condition, during the period beginning June 17, 2027 and ending on the 45th business day prior to December 17, 2027.

   No contingent conversion conditions were triggered for the 2027 Notes as of March 31, 2025 or December 31, 2024.

   German Private Placement (2017 Schuldschein)

   In 2017, we completed a German private placement bond (2017 Schuldschein) which was issued in several tranches totaling $331.1 million due in various periods through 2027. The 2017 Schuldschein consisted of one U.S. dollar and several euro-denominated tranches. In June 2024, we repaid a total of $101.5 million at maturity for two tranches that matured. In October 2022, we repaid $153.0 million for four tranches that matured. The euro tranches are designated as a foreign currency non-derivative hedging instrument that qualifies as a net investment hedge as described in Note 8 "Derivatives and Hedging." Based on the spot rate method, the change in the carrying value of the euro-denominated tranches attributed to the net investment hedge as of March 31, 2025 totaled $0.5 million of unrealized gain and is recorded in equity. We paid $1.2 million in debt issuance costs which are being amortized through interest expense using the effective interest method over the lifetime of the notes.

   The following table shows the last remaining tranche of the 2017 Schuldschein as of March 31, 2025 and December 31, 2024:

   Carrying value (in thousands) as of

   Currency Notional amount Interest rate Maturity

   March 31,

   2025

   December 31,

   2024

   EUR €14.5 million Fixed 1.61% June 2027

   $15,669

   $15,050

   German Private Placement (2022 Schuldschein)

   In July and August 2022, we completed another German private placement bond (2022 Schuldschein) which was issued in several tranches totaling €370.0 million due in various periods through 2035. The 2022 Schuldschein consists of only euro-denominated tranches which have either a fixed or floating rate. All tranches except for the

   €70.0 million fixed 3.04% tranche due August 2035 are ESG-linked wherein the interest rate is subject to adjustment of +/- 0.025% if our ESG rating changes. The euro tranches are designated as a foreign currency non-derivative hedging instrument that qualifies as a net investment hedge as described in Note 8 "Derivatives and Hedging." Based on the spot rate method, the change in the carrying value of the euro-denominated tranches attributed to the net investment hedge as of March 31, 2025 totaled $27.5 million of unrealized loss and is recorded in equity. We paid $1.2 million in debt issuance costs which are being amortized through interest expense using the effective interest method over the lifetime of the notes.

   A summary of the tranches as of March 31, 2025 and December 31, 2024 is as follows:

   Carrying value (in thousands) as of

   Currency Notional Amount Interest Rate Maturity

   March 31,

   2025

   December 31,

   2024

   EUR	€51.5 million	Floating 6M EURIBOR	+	0.55%	July 2025	$55,693	$53,481
   EUR	€62.0 million	Fixed 2.741%			July 2027	66,977	64,323
   EUR	€29.5 million	Floating 6M EURIBOR	+	0.70%	July 2027	31,868	30,605
   EUR	€37.0 million	Fixed 3.044%			July 2029	39,953	38,371
   EUR	€103.0 million	Floating 6M EURIBOR	+	0.85%	July 2029	111,221	106,818
   EUR	€9.5 million	Fixed 3.386%			July 2032	10,255	9,849
   EUR	€7.5 million	Floating 6M EURIBOR	+	1.0%	July 2032	8,096	7,776
   EUR	€70.0 million	Fixed 3.04%			August 2035	75,443	72,452
   						$399,506	$383,675

   Revolving Credit Facility

   Our credit facilities available and undrawn at March 31, 2025 total €413.0 million (approximately $446.7 million). This includes a €400.0 million syndicated ESG-linked revolving credit facility expiring December 2029 and two other lines of credit amounting to €13.0 million with no expiration date. The €400.0 million facility can be utilized in euro and bears interest of 0.550% to 1.500% above EURIBOR and is offered with interest periods of one, three or six months. The commitment fee is calculated based on 35% of the applicable margin. The revolving facility agreement contains certain non-financial covenants including, but not limited to, restrictions on the encumbrance of assets. We were in compliance with these covenants at March 31, 2025. The credit facilities are for general corporate purposes and no amounts were utilized at March 31, 2025.

2. Derivatives and Hedging

   Objective and Strategy

   In the ordinary course of business, we use derivative instruments, including swaps, forwards and/or options, to manage potential losses from foreign currency exposures and interest-bearing assets or liabilities. The principal objective of such derivative instruments is to minimize the risks and/or costs associated with our global financial and operating activities. We do not utilize derivative or other financial instruments for trading or other speculative purposes. We recognize all derivatives as either assets or liabilities on the balance sheet on a gross basis, measure those instruments at fair value and recognize the change in fair value in earnings in the period of change, unless the derivative qualifies as an effective hedge that offsets certain exposures. We have agreed with almost all of our counterparties with whom we had entered into cross-currency swaps, interest rate swaps or foreign exchange contracts, to enter into bilateral collateralization contracts under which we will receive or provide cash collateral, as the case may be, for the net position with each of these counterparties. As of March 31, 2025, cash collateral positions consisted of $15.3 million recorded in accrued and other current liabilities and $2.3 million recorded in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheet. As of December 31, 2024, we had cash collateral positions consisting of $16.8 million recorded in accrued and other current liabilities and $3.2 million recorded in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheet.

   Non-Derivative Hedging Instrument Net Investment Hedge

   We are party to a foreign currency non-derivative hedging instrument that is designated and qualifies as a net investment hedge. The objective of the hedge is to protect part of

   the net investment in foreign operations against adverse changes in the exchange rate between the euro and the U.S. dollar. The non-derivative hedging instrument is the German private corporate bond (2017 Schuldschein) which was issued in 2017 in both U.S. dollars and euros for a total amount of $331.1 million as described in Note 7 "Debt." Since then, all but one of the tranches was paid as described in Note 7 "Debt," and as of March 31, 2025, €14.5 million remains designated as a hedging instrument against a portion of our euro net investments in our foreign operations. In July 2022, we issued an additional €370.0 million German private corporate bond (2022 Schuldschein) as described in Note 7 "Debt" and it is designated in its entirety as the hedging instrument against a portion of our euro net investments in our foreign operations. The relative changes in both the hedged item and hedging instrument are calculated by applying the change in spot rate between two assessment dates against the respective notional amount. The effective portion of the hedge is recorded in the cumulative translation adjustment account within accumulated other comprehensive loss. Based on the spot rate method, the unrealized loss recorded in equity as of March 31, 2025 and December 31, 2024 is $27.1 million and $10.7 million, respectively. Since we are using the debt as the hedging instrument, which is also remeasured based on the spot rate method, there is no hedge ineffectiveness related to the net investment hedge as of March 31, 2025 and December 31, 2024.

   Derivatives Designated as Hedging Instruments Cash Flow Hedges

   As of March 31, 2025 and December 31, 2024, we held derivative instruments that are designated and qualify as cash flow hedges, where the effective portion of the gain or

   loss on the derivative is reported as a component of other comprehensive loss and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. To date, we have not recorded any hedge ineffectiveness related to any cash flow hedges in earnings. Based on their valuation as of March 31, 2025, we expect approximately $1.3 million of derivative gains included in accumulated other comprehensive loss will be reclassified into income during the next 12 months. The cash flows derived from derivatives are classified in the condensed consolidated statements of cash flows in the same category as the hedged item.

   We use interest rate derivative contracts to align our portfolio of interest-bearing assets and liabilities with our risk management objectives. Since 2015, we have been a party to five cross-currency interest rate swaps through 2025 for a total notional amount of €180.0 million which qualify for hedge accounting as cash flow hedges. In September 2022, we entered into five new cross-currency interest rate swaps through 2025 for a total notional amount of CHF 542.0 million which qualify for hedge accounting as cash flow

   hedges. In November 2024, we settled these cross-currency interest rate swaps and we entered into eight new cross-currency interest rate swaps with various maturities through 2026 for a total notional amount of CHF 280.0 million which qualify for hedge accounting as cash flow hedges. We determined that no ineffectiveness exists related to these swaps. As of March 31, 2025 and December 31, 2024, interest receivables of $5.2 million and $3.2 million, respectively, are recorded in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheets.

   Derivatives Not Designated as Hedging Instruments Call Options

   Prior to 2024, we entered into Call Options which, along with the sale of the Warrants, represent the Call Spread Overlay entered into in connection with the 2024 Notes. In

   these transactions, the Call Options are intended to address the equity price risk inherent in the cash conversion feature of each instrument by offsetting cash payments in excess of the principal amount due upon any conversion of the Notes. Accordingly, the derivative is presented as either current or long-term based upon the classification of the related debt.

   Aside from the initial payment of premiums for the Call Options, we were not required to make any cash payments under the Call Options. We were, however, entitled to receive under the terms of the Call Options, an amount of cash generally equal to the amount by which the market price per share of our common stock exceeded the exercise price of the Call Options during the relevant valuation period. The exercise price under the Call Options was equal to the conversion price of the cash convertible notes.

   The Call Options, for which our common stock was the underlying security, were derivative assets that required mark-to-market accounting treatment. The Call Options were measured and reported at fair value on a recurring basis within Level 2 of the fair value hierarchy. The change in fair value was recognized immediately in our consolidated statements of income in other expense, net.

   Cash Convertible Notes Embedded Cash Conversion Option

   The embedded cash conversion option within the 2024 Notes is required to be separated from the 2024 Notes and accounted for separately as a derivative liability, with changes in fair value reported in our condensed consolidated statements of income (loss) in other expense, net until the cash conversion option settles or expires. The embedded cash conversion option is measured and reported at fair value on a recurring basis within Level 2 of the fair value hierarchy.

   Because the terms of the 2024 Notes' embedded cash conversion option are substantially similar to those of the Call Options, discussed above, we expect the effect on earnings from these two derivative instruments to mostly offset each other.

   Foreign Exchange Contracts

   As a globally active enterprise, we are subject to risks associated with fluctuations in foreign currencies in our ordinary operations. This includes foreign currency-denominated receivables, payables, debt and other balance sheet positions including intercompany items. We manage balance sheet exposure on a group-wide basis using foreign exchange forward contracts, foreign exchange options and cross-currency swaps.

   We are party to various foreign exchange forward, option and swap arrangements which had an aggregate notional value of $453.0 million at March 31, 2025, which expire at various dates through August 2025. At December 31, 2024, these arrangements had an aggregate notional value of $645.7 million, which expire at various dates through July 2025. The transactions have been entered into to offset the effects from short-term balance sheet exposure to foreign currency exchange risk. Changes in the fair value of these arrangements have been recognized in other expense, net.

   Fair Values of Derivative Instruments

   The following table summarizes the fair value amounts of derivative instruments as of March 31, 2025 and December 31, 2024. The current assets are included in prepaid expenses and other current assets and the current liabilities are included in accrued and other current liabilities in the accompanying condensed consolidated balance sheets. The long-term assets are included in other long-term assets and the long-term liabilities are included in other long-term liabilities in the accompanying condensed consolidated balance sheets.

   As of March 31, 2025 As of December 31, 2024

   (in thousands) Current asset Long-term asset Current asset Long-term asset

   Assets:
   Derivative instruments designated as hedges
   Interest rate contracts - cash flow hedge(1)	$6,440	$-	$17,843	$3,174
   Undesignated derivative instruments
   Foreign exchange forwards and options	6,724	-	5,761	-
   Total derivative assets	$13,164	$-	$23,604	$3,174

   As of March 31, 2025 As of December 31, 2024

   (in thousands) Current liability Long-term liability Current liability Long-term liability

   Liabilities:
   Derivative instruments designated as hedges
   Interest rate contracts - cash flow hedge(1)	($760)	($409)	$-	$-
   Undesignated derivative instruments
   Foreign exchange forwards and options	(2,958)	-	(13,752)	-
   Total derivative liabilities	($3,718) ($409)		($13,752)	$-

   (1)The fair value amounts for the interest rate contracts do not include accrued interest.

   Gains and Losses on Derivative Instruments

   The following tables summarize the gains and losses on derivative instruments for the three-month periods ended March 31, 2025 and 2024:

   Three Months Ended March 31, 2025 2024

   (in thousands)

   Other expense,

   net

   Other expense,

   net

   Total amounts presented in the Condensed Consolidated Statements of Income (Loss) in which the effects of cash flow and fair value hedges are recorded	($3,894)	($123)
   Gains (Losses) on Derivatives in Cash Flow Hedges
   Interest rate contracts
   Amount of gain (loss) reclassified from accumulated other comprehensive loss	$16,326	($51,075)
   Amounts excluded from effectiveness testing	-	-
   Gains (Losses) Derivatives Not Designated as Hedging Instruments
   Equity options	-	(1,377)
   Cash convertible notes embedded cash conversion option	-	1,406
   Foreign exchange forwards and options	5,664	3,196
   Total gains (losses)	$21,990	($47,850)

3. Financial Instruments and Fair Value Measurements

   Assets and liabilities are measured at fair value according to a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

   • Level 1. Observable inputs, such as quoted prices in active markets;

   • Level 2. Inputs, other than the quoted price in active markets, that are observable either directly or indirectly; and

   • Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

     The following table presents our fair value hierarchy for our financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024:

     As of March 31, 2025 As of December 31, 2024

     (in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

     Assets:
     Cash equivalents	$315,615	$-	$-	$315,615	$399,917	$-	$-	$399,917
     Non-marketable equity securities	-	-	4,582	4,582	-	-	4,283	4,283
     Foreign exchange forwards and options	-	6,724	-	6,724	-	5,761	-	5,761
     Interest rate contracts - cash flow hedge	-	6,440	-	6,440	-	21,017	-	21,017
     Total financial assets	$315,615	$13,164	$4,582	$333,361	$399,917	$26,778	$4,283	$430,978
     Liabilities:
     Foreign exchange forwards and options	$-	($2,958)	$-	($2,958)	$-	($13,752)	$-	($13,752)
     Interest rate contracts - cash flow hedge	-	(1,169)	-	(1,169)	-	-	-	-
     Contingent consideration	-	-	(20,650)	(20,650)	-	-	(20,650)	(20,650)
     Total financial liabilities	$-	($4,127)	($20,650)	($24,777)	$-	($13,752)	($20,650)	($34,402)

     The carrying values of financial instruments, including accounts receivable, accounts payable and other accrued liabilities, approximate their fair values due to their short-term maturities.

     Our assets and liabilities measured at fair value on a recurring basis consist of cash equivalents and short-term investments, which are classified in Level 1 and Level 2 of the fair value hierarchy; derivative contracts used to hedge currency and interest rate risk, derivative contracts to protect part of the net investments in foreign operations against adverse changes in the exchange rate between the euro and the functional currency of the U.S. dollar, and derivative financial instruments entered into in connection with the 2024 Notes discussed in Note 7 "Debt," which are classified in Level 2 of the fair value hierarchy; contingent consideration accruals, which are classified in Level 3 of the fair value hierarchy; and non-marketable equity securities remeasured as of March 31, 2025 and December 31, 2024 within Level 3 in the fair value hierarchy. There were no transfers between levels during the three months ended March 31, 2025.

     In determining fair value for Level 2 instruments, we apply a market approach, using quoted active market prices relevant to the particular instrument under valuation, giving consideration to the credit risk of both the respective counterparty to the contract and the Company. To determine our credit risk, we estimated our credit rating by benchmarking the price of outstanding debt to publicly-available comparable data from rated companies. Using the estimated rating, our credit risk was quantified by reference to publicly-traded debt with a corresponding rating. The derivatives are not actively traded and are valued based on an option pricing model that uses observable market data for inputs. Significant market data inputs used to determine fair values included our common share price, the risk-free interest rate, and the implied volatility of our common shares.

     Our Level 3 instruments include non-marketable equity security investments. Under the measurement alternative, the carrying value is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. Adjustments are determined primarily based on a market approach as of the transaction date.

     Our Level 3 instruments also include contingent consideration liabilities. We value contingent consideration liabilities using unobservable inputs, applying the income approach, such as the discounted cash flow technique or the probability-weighted scenario method. Contingent consideration arrangements obligate us to pay the sellers of an acquired entity if specified future events occur or conditions are met, such as the achievement of technological or revenue milestones. We use various key assumptions, such as the

     probability of achievement of the milestones (0% to 100%) and the discount rate (when applicable), to represent the non-performing risk factors and time value when applying the income approach. We regularly review the fair value of the contingent consideration and reflect any change in the accrual in the condensed consolidated statements of income (loss) in the line items commensurate with the underlying nature of the milestone arrangements.

     Refer to Note 6 "Investments" for the change in non-marketable equity securities with Level 3 inputs during the three-month periods ended March 31, 2025 and 2024. For contingent consideration liabilities with Level 3 inputs, the following table summarizes the activity for the three-month periods ended March 31, 2025 and 2024:

     (in thousands) 2025 2024

     Balance at beginning of year	($20,650)	($18,359)
     Changes in fair value	-	388
     Balance at end of period	($20,650)	($17,971)

     Of the $20.7 million accrued for contingent consideration at March 31, 2025, $11.8 million was paid in the second quarter of 2025. Amounts accrued at March 31, 2025 are included in accrued and other current liabilities in the accompanying condensed consolidated balance sheet.

     The estimated fair value of long-term debt, as disclosed in Note 7 "Debt," was based on current interest rates for similar types of borrowings. The estimated fair values may not represent actual values of the financial instruments that could be realized as of the balance sheet date or that will be realized in the future.

     The fair values of the financial instruments are presented in Note 7 and were determined as follows:

     Convertible Notes: Fair value is based on an estimation using available over-the-counter market information on the Convertible Notes due in 2027 and 2031.

     German Private Placements: Fair value is based on an estimation using changes in the euro swap rates.

     There were no adjustments in the three-month periods ended March 31, 2025 and 2024 for nonfinancial assets or liabilities required to be measured at fair value on a nonrecurring basis.

4. Income Taxes

   The quarterly provision for income taxes is based upon the estimated annual effective tax rate for the year, applied to the current period ordinary income before tax plus the tax effect of any discrete items. Our operating subsidiaries are exposed to statutory tax rates ranging from zero to 35%. Fluctuations in the distribution of pre-tax loss or income among our operating subsidiaries can lead to fluctuations of the effective tax rate in the condensed consolidated financial statements. The effective tax rate of 24.1% in the first quarter of 2025 increased over the effective tax rate of 21.1% in the comparative quarter in line with changes in the distribution of pre-tax income among the higher tax rate jurisdictions. We record partial tax exemptions on foreign income primarily derived from operations in Germany. These foreign tax benefits are due to a combination of favorable tax laws and exemptions in these jurisdictions, including intercompany foreign royalty income in Germany which is statutorily exempt from trade tax. Further, we have intercompany financing arrangements in which the intercompany interest income is nontaxable in Poland, beginning the first quarter of 2024, and in Dubai.

   We assess uncertain tax positions in accordance with ASC 740 Income Taxes. At March 31, 2025, our gross unrecognized tax benefits totaled approximately $115.2 million which, if recognized, would favorably impact our effective tax rate in the periods in which they are recognized. However, various events could cause our current expectations to change in the future. While we believe our income tax contingencies are adequate, the final resolution of these issues, if unfavorable, could have a material impact on the consolidated financial statements. We cannot reasonably estimate the range of the potential outcomes of these matters.

   We conduct business globally and, as a result, file numerous consolidated and separate income tax returns in the Netherlands, Germany, and the U.S. federal jurisdiction, as well as in various other state and foreign jurisdictions. In the normal course of business, we are subject to examination by taxing authorities throughout the world. Tax years in the

   Netherlands are potentially open back to 2011 for income tax examinations by taxing authorities. Our subsidiaries, with few exceptions, are no longer open to income tax examinations by taxing authorities for years before 2020. Since 2022, the German group has been under audit for the 2017-2019 tax years and beginning in late 2023, the

   U.S. group is under audit for the 2014-2020 tax years.

   As of March 31, 2025, residual Netherlands income taxes have not been provided on the undistributed earnings of the majority of our foreign subsidiaries as these earnings are considered to be either permanently reinvested or can be repatriated tax free under the Dutch participation exemption.

5. Share-Based Compensation

Stock Units

Stock units represent rights to receive our common shares at a future date and include restricted stock units which are subject to time-based vesting only and performance stock units which include performance conditions in addition to time-based vesting. Shares are issued on the vesting dates net of the applicable statutory tax withholding to be paid by us on behalf of our employees. As a result, fewer shares are issued than the number of stock units outstanding. We record a liability for the tax withholding to be paid by us as a reduction to treasury shares.

At March 31, 2025, there was $66.0 million remaining in unrecognized compensation expense, less estimated forfeitures, related to stock awards which will be recognized over a weighted-average period of 1.58 years.

Share-Based Compensation Expense

For the three-month periods ended March 31, 2025 and 2024, share-based compensation expense was as follows:

Three Months Ended March 31,

(in thousands) 2025 2024

Cost of sales	$1,405	$1,042
Research and development	1,975	2,717
Sales and marketing	3,276	3,448
General and administrative	5,683	6,624
Share-based compensation expense before taxes	12,339	13,831
Less: Income tax benefit	2,300	3,169
Share-based compensation expense, after tax	$10,039	$10,662