SCHEDULE: Bio-Rad Ownership Shifts: Norman Schwartz Consolidates Control

Sentiment:

Beneficial Ownership Update


Norman D. Schwartz has consolidated beneficial ownership and control over Bio-Rad Laboratories' Class A and Class B Common Stock following the passing of Alice N. Schwartz.

Delay expectedAmendment No. 7 was refiled because Exhibit 1 was inadvertently omitted from the original filing on October 28, 2025, due to a technological error.

Summary

  • Amendment No. 7 to Schedule 13D was refiled to include Exhibit 1, which was inadvertently omitted from the original filing on October 28, 2025, due to a technological error.
  • Norman D. Schwartz has been added as a reporting person in this Amendment No. 7.
  • Alice N. Schwartz, a former Director Emeritus, passed away on September 25, 2025.
  • Upon Alice N. Schwartz's death, Norman D. Schwartz became the sole trustee of several trusts holding Bio-Rad shares, including the David and Alice N. Schwartz Charitable Remainder Unitrust, David Schwartz Exemption Trust, David Schwartz Exempt Marital Trust, David Schwartz Non-Exempt Marital Trust, and the Alice N. Schwartz Revocable Trust.
  • Norman D. Schwartz beneficially owns an aggregate of 3,228,922 shares of Class A Common Stock, representing 14.6% of the issued and outstanding Class A Common Stock.
  • The Alice N. Schwartz Revocable Trust holds 1,781,356 shares of Class A Common Stock, representing 8.1% of the issued and outstanding Class A Common Stock.
  • Norman D. Schwartz, along with other family members, controls the management of the company through Class B Common Stock ownership.
  • Norman D. Schwartz has beneficial ownership of an aggregate of 4,929,036 shares of Class B Common Stock, representing 97.2% of the issued and outstanding Class B Common Stock.
  • 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 Common Stock.

Sentiment

Score: 5

Explanation: The filing is neutral, primarily a factual and compliance-driven update on beneficial ownership and control following a family member's passing. It contains no positive or negative operational or financial news.

Positives

  • The filing clarifies the beneficial ownership and control structure of Bio-Rad Laboratories, providing transparency to investors.
  • The continuity of control within the Schwartz family, with Norman D. Schwartz as CEO and Chairman, suggests stable leadership.

Negatives

  • The original Amendment No. 7 filing on October 28, 2025, was incomplete due to a technological error, requiring a refiling.

Risks

  • The concentration of voting power through Class B Common Stock by Norman D. Schwartz and his family means that they control the management of the company, which could limit the influence of other shareholders.

Future Outlook

This filing does not contain specific forward-looking statements or guidance regarding the company's operational or financial performance. It primarily addresses changes in beneficial ownership and control.

Management Comments

  • The purpose of the Shareholders' ownership of Bio-Rad shares has been control of the Company.
  • Norman D. Schwartz, along with other members of his family, control the management of the Company and may be deemed to be a 'parent' of the Company.

Industry Context

This filing is a routine compliance update regarding beneficial ownership and corporate control, rather than an announcement related to broader industry trends, competitive positioning, or market developments in the life sciences or diagnostics sectors where Bio-Rad operates. It reflects internal governance changes within a family-controlled public company.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Sole Trustee of various trusts (David and Alice N. Schwartz Charitable Remainder Unitrust, David Schwartz Exemption Trust, David Schwartz Exempt Marital Trust, David Schwartz Non-Exempt Marital Trust, Alice N. Schwartz Revocable Trust)Alice N. SchwartzNorman D. SchwartzSeptember 25, 2025Upon the death of Alice N. Schwartz.
Reporting PersonN/ANorman D. SchwartzSeptember 25, 2025Increased beneficial ownership and control following Alice N. Schwartz's death.
Beneficial Owner of more than 5% of Class A Common StockAlice N. SchwartzN/ASeptember 25, 2025Ceased to be a beneficial owner due to death.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Control ConsolidationNorman D. Schwartz, already CEO and Chairman, has consolidated his direct and indirect control over a significant portion of the company's Class A and Class B Common Stock, particularly through becoming the sole trustee of several family trusts. This reinforces the existing family control structure.September 25, 2025Strengthens the Schwartz family's long-standing control over the company's management and strategic direction, potentially limiting the influence of other shareholders.

Related Party Transactions

  • Norman D. Schwartz has indirect beneficial ownership of 4,060,054 shares of Class B Common Stock held by Blue Raven Partners, L.P., where he is a general partner.
  • Norman D. Schwartz is the sole trustee of several trusts (David and Alice N. Schwartz Charitable Remainder Unitrust, David Schwartz Exemption Trust, David Schwartz Exempt Marital Trust, David Schwartz Non-Exempt Marital Trust, Alice N. Schwartz Revocable Trust) that hold significant Class A and Class B Common Stock.
  • Norman D. Schwartz shares voting and dispositive power over 17,145 Class A shares held by the Alles Institute for Medical Research, a Delaware Charitable Nonstock Corporation.
  • Norman D. Schwartz disclaims beneficial ownership with respect to 13,006 Class B shares owned by his wife.

Stakeholder Impact

  • Shareholders: Provides clarity on the beneficial ownership and control structure, confirming the continued family control of the company. No direct impact on operational performance or shareholder value is indicated by this filing alone.

Key Dates

DateDescription
February 16, 1982Original Schedule 13D filed by David Schwartz.
January 7, 1994Amendment No. 3 to Schedule 13D filed.
January 19, 1995Amendment No. 3 to Schedule 13D revised.
December 14, 2011Amendment No. 4 to Schedule 13D filed, adding Alice N. Schwartz Revocable Trust as a reporting person.
April 1, 2012David Schwartz, Bio-Rad's former Chairman of the Board, passed away.
October 1, 2013Alice N. Schwartz allocated shares from the David and Alice Schwartz Revocable Trust to other trusts.
June 29, 2017Amendment No. 5 to Schedule 13D filed.
July 28, 2025Date for which Class A and Class B Common Stock outstanding figures were reported in the Issuer's Quarterly Report on Form 10-Q.
July 31, 2025Date the Issuer's Quarterly Report on Form 10-Q was filed with the SEC.
September 25, 2025Alice N. Schwartz passed away; Norman D. Schwartz became the sole trustee of various trusts; Date of event requiring this filing.
October 28, 2025Original Amendment No. 7 filed (omitting Exhibit 1); Date of refiled Amendment No. 7; Date of agreement among shareholders to file jointly.

Recommendation

hold

This Schedule 13D amendment is a compliance filing detailing changes in beneficial ownership and control following the passing of Alice N. Schwartz. It primarily formalizes the consolidation of control under Norman D. Schwartz, who is already the CEO and Chairman. The filing does not contain any new information regarding the company's financial performance, strategic initiatives, or operational outlook that would warrant a change in investment thesis. Therefore, a 'hold' recommendation is appropriate as there are no new catalysts or deterrents presented.

Keywords

Bio-Rad Laboratories, Schedule 13D, beneficial ownership, Class A Common Stock, Class B Common Stock, corporate governance, Norman D. Schwartz, Alice N. Schwartz, trustee, control, SEC filing

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