SCHEDULE: Bio-Rad Ownership Shifts to Norman Schwartz
Beneficial Ownership Update
Norman D. Schwartz assumes sole trustee roles for significant Bio-Rad Laboratories, Inc. Class A Common Stock trusts following the passing of Alice N. Schwartz, consolidating family control.
Summary
- Norman D. Schwartz is now a reporting person in this Amendment No. 7 to the Schedule 13D.
- Alice N. Schwartz, a former Director Emeritus and reporting person, passed away on September 25, 2025.
- Norman D. Schwartz became the sole trustee of several trusts holding Bio-Rad shares, including the David and Alice N. Schwartz Charitable Remainder Unitrust (34,311 shares), David Schwartz Exemption Trust (90 shares), David Schwartz Exempt Marital Trust (240 shares), David Schwartz Non-Exempt Marital Trust (898,931 shares), and Alice N. Schwartz Revocable Trust (1,781,356 shares), totaling 2,714,928 Class A shares.
- Norman D. Schwartz directly holds 443,434 shares of Class A Common Stock.
- He has the right to acquire beneficial ownership of 53,415 shares of Class A Common Stock immediately or within sixty days of September 25, 2025, under Bio-Rad's stock option agreements.
- He shares voting and dispositive power over 17,145 shares of Class A Common Stock held by the Alles Institute for Medical Research.
- Norman D. Schwartz's aggregate beneficial ownership of Class A Common Stock is 3,228,922 shares, 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 has indirect beneficial ownership of 4,060,054 shares of Class B Common Stock through Blue Raven Partners, L.P., where he is a general partner.
- He is the sole trustee for trusts holding 494,510 shares of Class B Common Stock (David Schwartz Non-Exempt Marital Trust: 57,000 shares; Alice N. Schwartz Revocable Trust: 437,510 shares).
- He holds 374,472 shares of Class B Common Stock directly, disclaiming beneficial ownership for 13,006 shares owned by his wife.
- Norman D. Schwartz's aggregate beneficial ownership of Class B Common Stock is 4,929,036 shares, representing 97.2% of the issued and outstanding Class B Common Stock.
- The Schwartz family, through their Class B Common Stock ownership, controls the management of the Company.
Sentiment
Score: 6
Explanation: The filing reports a planned and expected transition of beneficial ownership and control following a death, which ensures continuity of management and family control. There are no new operational or financial disclosures that would significantly alter the company's outlook.
Positives
- Continuity of family control over Bio-Rad Laboratories, Inc. is maintained through Norman D. Schwartz's assumption of trustee roles.
- The filing provides clear succession planning for beneficial ownership and control within the Schwartz family.
Negatives
- The passing of Alice N. Schwartz, a former Director Emeritus and significant beneficial owner, marks a change in the company's historical leadership figures.
Risks
- Control of the company's management by Norman D. Schwartz and other family members, who may be deemed a 'parent' of the company, could potentially limit the influence of minority shareholders.
- The concentrated ownership of Class B Common Stock (97.2% by Norman D. Schwartz) grants significant control over the company's management and strategic direction.
Future Outlook
No specific forward-looking statements or guidance regarding the company's future performance or strategic direction are provided in this beneficial ownership update.
Industry Context
This filing primarily details changes in beneficial ownership and control within Bio-Rad Laboratories, Inc. due to a family succession event. It does not contain information related to broader industry trends or competitive landscape shifts.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Former Chairman of the Board | David Schwartz | N/A | April 1, 2012 | Deceased |
| Former Director Emeritus | Alice N. Schwartz | N/A | September 25, 2025 | Deceased |
| Sole Trustee of various trusts holding Bio-Rad shares | Alice N. Schwartz | Norman D. Schwartz | September 25, 2025 | Assumed role upon Alice N. Schwartz's death |
| Reporting Person | N/A | Norman D. Schwartz | September 25, 2025 | Added as a reporting person in Amendment No. 7 to reflect his increased beneficial ownership and control. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Beneficial Ownership Structure | Norman D. Schwartz became the sole trustee of multiple trusts holding significant Class A and Class B Common Stock, consolidating his and the family's control over the company. | September 25, 2025 | Reinforces the Schwartz family's long-standing control over Bio-Rad Laboratories, Inc. management and strategic direction, particularly through the substantial Class B Common Stock ownership. |
Stakeholder Impact
- Shareholders: Confirms the continued strong control of the Schwartz family, particularly through Class B shares, which may limit the influence of other shareholders. Provides clarity on beneficial ownership succession following a significant family event.
Key Dates
| Date | Description |
|---|---|
| February 16, 1982 | Original Schedule 13D filed by David Schwartz. |
| January 7, 1994 | Amendment No. 3 to Schedule 13D filed. |
| January 19, 1995 | Revision to Schedule 13D. |
| December 14, 2011 | Amendment No. 4 to Schedule 13D filed, adding the Alice N. Schwartz Revocable Trust as a reporting person. |
| April 1, 2012 | David Schwartz, Bio-Rad's former Chairman of the Board, passed away. |
| October 1, 2013 | Alice N. Schwartz allocated shares from the David and Alice Schwartz Revocable Trust to other trusts. |
| June 29, 2017 | Amendment No. 5 to Schedule 13D filed. |
| July 28, 2025 | Date for Class A and Class B Common Stock outstanding figures (21,992,307 Class A, 5,070,184 Class B) as reported in the Issuer's Quarterly Report on Form 10-Q. |
| July 31, 2025 | Issuer's Quarterly Report on Form 10-Q filed with the SEC. |
| September 25, 2025 | Alice N. Schwartz passed away; Norman D. Schwartz became the sole trustee of various trusts; Date of event requiring this filing. |
| October 28, 2025 | Signature date for this Amendment No. 7 to Schedule 13D. |
Recommendation
holdThis filing is a routine update on beneficial ownership and control following a family member's passing. It does not contain new financial performance data, strategic shifts, or operational news that would warrant a change in investment thesis. The continuity of family control is reaffirmed, which is an existing characteristic of the company. Therefore, a 'hold' recommendation is appropriate for investors who have already factored in the company's governance structure.
Keywords
Bio-Rad Laboratories, Norman D. Schwartz, Alice N. Schwartz, Schedule 13D, beneficial ownership, Class A Common Stock, Class B Common Stock, corporate control, family control, trustee, SEC filing
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