Bruker Corp Files 8-K on Charter Amendments

TL;DR

BRKR filed an 8-K today covering charter amendments and other events. Watch for details on preferred stock.

AI Summary

On September 3, 2025, Bruker Corporation filed an 8-K report detailing amendments to its charter. These amendments relate to the company's Six375 Mandatory Convertible Preferred Stock Series A, and also include changes to its Articles of Incorporation or Bylaws. The filing also notes other events and financial statements/exhibits.

Why It Matters

This filing indicates potential changes in Bruker Corporation's corporate structure or security terms, which could impact investors and stakeholders.

Risk Assessment

Risk Level: low — The filing is procedural and relates to corporate governance and financial reporting, not an immediate operational or financial crisis.

Key Numbers

• 000-30833 — SEC File Number (Identifies Bruker Corporation's filing history)
• 04-3110160 — IRS Employer Identification No. (Tax identification for Bruker Corporation)

Key Players & Entities

• Bruker Corporation (company) — Registrant
• Six375 Mandatory Convertible Preferred Stock Series A (company) — Security subject to amendment
• September 3, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share BRKR NASDAQ 6
• $690,000,000 — "Company") issued 2,760,000 shares, or $690,000,000 aggregate liquidation preference, of it
• $90,000,000 — d Stock") (including 360,000 shares, or $90,000,000 aggregate liquidation preference, of Ma
• $250.00 — 6.375% on the liquidation preference of $250.00 per share of Mandatory Convertible Pref
• $669.5 m — ds from the Offering were approximately $669.5 million, after deducting underwriting dis

Filing Documents

• ef20055284_8k.htm (8-K) — 44KB
• ef20055284_ex1-1.htm (EX-1.1) — 324KB
• ef20055284_ex3-1.htm (EX-3.1) — 414KB
• ef20055284_ex5-1.htm (EX-5.1) — 13KB
• image0.jpg (GRAPHIC) — 32KB
• 0001140361-25-034295.txt ( ) — 1146KB
• brkr-20250903.xsd (EX-101.SCH) — 4KB
• brkr-20250903_def.xml (EX-101.DEF) — 18KB
• brkr-20250903_lab.xml (EX-101.LAB) — 27KB
• brkr-20250903_pre.xml (EX-101.PRE) — 20KB
• ef20055284_8k_htm.xml (XML) — 6KB

03

Item 3.03 Material Modification of Rights of Security Holders. On September 8, 2025, Bruker Corporation (the "Company") issued 2,760,000 shares, or $690,000,000 aggregate liquidation preference, of its 6.375% Mandatory Convertible Preferred Stock, Series A (the "Mandatory Convertible Preferred Stock") (including 360,000 shares, or $90,000,000 aggregate liquidation preference, of Mandatory Convertible Preferred Stock issued upon exercise by the underwriters of over-allotment option in full) pursuant to a previously announced underwritten public offering (the "Offering"). In connection with the issuance of the Mandatory Convertible Preferred Stock, the Company filed a Certificate of Designations (the "Certificate of Designations") with the Secretary of State of the State of Delaware on September 8, 2025 to establish the designations, powers, preferences and rights of the Mandatory Convertible Preferred Stock and the qualifications, limitations and restrictions thereof, including the dividend rate, the amount payable with respect thereto in the event of the Company's voluntary or involuntary liquidation, winding-up or dissolution, restrictions on the issuance of shares of the same series or of any other class or series, the terms and conditions of conversion of the Mandatory Convertible Preferred Stock and the voting rights of the Mandatory Convertible Preferred Stock. The Certificate of Designations became effective upon such filing. declared or paid on shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), or any other class or series of stock ranking junior to the Mandatory Convertible Preferred Stock, and no Common Stock or any other class or series of stock ranking junior to the Mandatory Convertible Preferred Stock will be purchased, redeemed, or otherwise acquired for considerati

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth above under Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03.

01

Item 8.01 Other Events. On September 3, 2025, the Company entered into an underwriting agreement with J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the several underwriters named therein relating to the Offering. The net proceeds from the Offering were approximately $669.5 million, after deducting underwriting discounts and estimated offering expenses.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. The following documents are herewith filed or furnished as exhibits to this Current Report on Form 8-K: Exhibit No. Exhibit Description 1.1 Underwriting Agreement relating to the Mandatory Convertible Preferred Stock, dated September 3, 2025 among Bruker Corporation and J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the underwriters. 3.1 Certificate of Designations of 6.375% Mandatory Convertible Preferred Stock, Series A of Bruker Corporation 4.1 Form of 6.375% Mandatory Convertible Preferred Stock, Series A Certificate (included within Exhibit 3.1). 5.1 Opinion of Simpson Thacher & Bartlett LLP regarding the legality of the shares of Mandatory Convertible Preferred Stock, dated September 8, 2025. 23.1 Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within Inline XBRL document).

SIGNATURES

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 hereunto duly authorized. BRUKER CORPORATION Date: September 8, 2025 By: /s/ Gerald N. Herman Name: Gerald N. Herman Title: Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR