SCHEDULE: Bio-Rad Ownership Shifts After Alice Schwartz's Passing
Beneficial Ownership Update
Norman D. Schwartz consolidates control of Bio-Rad Laboratories' Class B Common Stock following the death of Alice N. Schwartz, becoming the sole trustee of key family trusts.
Summary
- This is Amendment No. 9 to a Schedule 13D, filed by Norman D. Schwartz, Steven D. Schwartz, Blue Raven Partners, L.P., and the Alice N. Schwartz Revocable Trust.
- Alice N. Schwartz, a former Director Emeritus and reporting person, passed away on September 25, 2025.
- Upon her death, Norman D. Schwartz became the sole trustee of the David Schwartz Non-Exempt Marital Trust and the Alice N. Schwartz Revocable Trust.
- Norman D. Schwartz now beneficially owns an aggregate of 4,929,036 shares of Class B Common Stock, representing 97.2% of the issued and outstanding Class B shares.
- Steven D. Schwartz is deemed to have beneficial ownership of an aggregate of 4,098,294 shares of Class B Common Stock, representing 80.8% of the issued and outstanding Class B shares.
- Blue Raven Partners, L.P. is the direct and beneficial owner of 4,060,054 shares of Class B Common Stock, representing 80.1% of the issued and outstanding Class B shares.
- The Alice N. Schwartz Revocable Trust is the direct and beneficial owner of 437,510 shares of Class B Common Stock, representing 8.6% of the issued and outstanding Class B shares.
- The Shareholders (Norman D. Schwartz, Steven D. Schwartz, Blue Raven Partners, L.P., and the Alice N. Schwartz Revocable Trust) have stated their purpose of ownership is control of the Company and may be deemed 'parents' of the Company.
- As of July 28, 2025, there were 5,070,184 shares of Class B Common Stock outstanding and 21,992,307 shares of Class A Common Stock outstanding.
- Norman D. Schwartz also beneficially owns 3,228,922 shares of Class A Common Stock, representing 14.6% of the issued and outstanding Class A shares, including shares held in various trusts where he is now the sole trustee.
- Steven D. Schwartz holds 380,789 shares of Class A Common Stock, representing approximately 1.7% of the issued and outstanding Class A shares.
- Recent transactions by Norman D. Schwartz include stock option exercises on August 26, 2022 (15,501 shares at $107.32), August 25, 2023 (13,611 shares at $117.50), and November 1, 2023 (9,358 shares at $119.80, 3,726 shares at $139.56, 2,976 shares at $159.32).
- Norman D. Schwartz and Steven D. Schwartz, along with their wives, received shares via gifts from the Alice N. Schwartz Revocable Trust on November 7, 2022 (84 shares each), December 5, 2023 (98 shares each), and August 26, 2024 (114 shares each).
- The Alice N. Schwartz Revocable Trust gifted shares on November 7, 2022 (252 shares), December 5, 2023 (294 shares), and August 26, 2024 (342 shares).
Sentiment
Score: 6
Explanation: While the passing of a significant figure is a somber event, the filing indicates a smooth and expected transition of control within the founding family, consolidating power under the current CEO. This maintains stability in leadership and strategic direction, which can be viewed neutrally to slightly positive for long-term stability, though the high concentration of control could be a minor concern for minority shareholders.
Positives
- Consolidation of control under Norman D. Schwartz, the current Chief Executive Officer and Chairman of the Board, ensures stable leadership and strategic direction within the founding family.
- The continued high level of family ownership (97.2% of Class B Common Stock by Norman D. Schwartz) suggests a strong, long-term commitment to the company's future.
Negatives
- The passing of Alice N. Schwartz, a former Director Emeritus and a significant figure in the company's history, marks the end of an era for the company.
Risks
- The Shareholders' stated purpose of ownership is "control of the Company," which could lead to decisions prioritizing the interests of the controlling family over those of minority shareholders.
- The high concentration of voting power (97.2% of Class B Common Stock) in one individual (Norman D. Schwartz) could limit independent oversight and influence from other shareholders, potentially impacting corporate governance.
Future Outlook
The filing does not provide explicit forward-looking statements or guidance beyond the ongoing purpose of the Shareholders' ownership, which is to maintain control of the Company.
Management Comments
- The purpose of the Shareholders' ownership of Bio-Rad shares has been control of the Company. The Shareholders control the management of the Company and may be deemed to be 'parents' of the Company.
Industry Context
This filing primarily concerns internal beneficial ownership changes and corporate control within Bio-Rad Laboratories, rather than broader industry trends or competitive dynamics. It does not offer insights into the company's market position or operational performance relative to the industry.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Sole Trustee of David Schwartz Non-Exempt Marital Trust and Alice N. Schwartz Revocable Trust | Alice N. Schwartz | Norman D. Schwartz | 2025-09-25 | Death of Alice N. Schwartz |
| Beneficial Owner (ceased to be >5% of Class B Common Stock) | Alice N. Schwartz | NA | 2025-09-25 | Death of Alice N. Schwartz |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Control Consolidation | Norman D. Schwartz became the sole trustee of the David Schwartz Non-Exempt Marital Trust and the Alice N. Schwartz Revocable Trust, consolidating his control over a significant portion of Class B Common Stock. | 2025-09-25 | This change reinforces the founding family's control over the company's management and strategic direction, ensuring continuity in leadership and decision-making. |
Related Party Transactions
- Gifts of Class B Common Stock from the Alice N. Schwartz Revocable Trust to Norman D. Schwartz and Steven D. Schwartz (and their wives) on November 7, 2022, December 5, 2023, and August 26, 2024.
Stakeholder Impact
- Shareholders: The high concentration of Class B voting power (97.2% by Norman D. Schwartz) means that the founding family maintains firm control over the company's strategic decisions, potentially limiting the influence of other shareholders.
- Employees: Stable leadership from the founding family, with Norman D. Schwartz consolidating control, may provide continuity and a clear strategic direction for employees.
Key Dates
| Date | Description |
|---|---|
| 2000-01-13 | Original Schedule 13D filed with the SEC. |
| 2003-06-27 | Amendment No. 1 to Schedule 13D filed. |
| 2005-03-22 | Amendment No. 2 to Schedule 13D filed. |
| 2007-07-31 | Amendment No. 3 to Schedule 13D filed. |
| 2009-08-27 | Amendment No. 4 to Schedule 13D filed. |
| 2013-11-15 | Amendment No. 5 to Schedule 13D filed. |
| 2017-06-29 | Amendment No. 6 to Schedule 13D filed. |
| 2019-07-12 | Amendment No. 7 to Schedule 13D filed. |
| 2022-04-11 | Amendment No. 8 to Schedule 13D filed. |
| 2022-08-26 | Norman D. Schwartz exercised stock options for 15,501 shares at $107.32. |
| 2022-11-07 | Norman D. Schwartz and Steven D. Schwartz each received 84 shares via gift from the Alice N. Schwartz Revocable Trust; the Trust gifted a total of 252 shares. |
| 2023-08-25 | Norman D. Schwartz exercised stock options for 13,611 shares at $117.50. |
| 2023-11-01 | Norman D. Schwartz exercised stock options for 9,358 shares at $119.80, 3,726 shares at $139.56, and 2,976 shares at $159.32. |
| 2023-12-05 | Norman D. Schwartz and Steven D. Schwartz each received 98 shares via gift from the Alice N. Schwartz Revocable Trust; the Trust gifted a total of 294 shares. |
| 2024-08-26 | Norman D. Schwartz and Steven D. Schwartz each received 114 shares via gift from the Alice N. Schwartz Revocable Trust; the Trust gifted a total of 342 shares. |
| 2025-07-28 | Date for the reported outstanding shares of Class A and Class B Common Stock in the Issuer's Form 10-Q. |
| 2025-07-31 | Issuer's Quarterly Report on Form 10-Q filed with the SEC. |
| 2025-09-25 | Date of Alice N. Schwartz's death, which triggered the filing of this statement and the transfer of trusteeship. |
| 2025-10-28 | Signature date of this Schedule 13D Amendment No. 9. |
Recommendation
holdThis filing primarily details a change in beneficial ownership due to a familial event (the death of Alice N. Schwartz) and the subsequent consolidation of control under Norman D. Schwartz. It does not introduce new financial performance data, strategic shifts, or market-moving events that would fundamentally alter the company's valuation or outlook. The control structure remains firmly with the founding family, ensuring stability but also limiting external influence. For a seasoned investor, this filing confirms the existing control structure and does not present a compelling reason to alter an investment thesis based on the company's fundamentals.
Keywords
Bio-Rad Laboratories, SEC filing, Schedule 13D, beneficial ownership, Class B Common Stock, corporate governance, family control, Norman D. Schwartz, Alice N. Schwartz, stock options, trusts
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