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Item 9A. Controls and Procedures

2025-08-15 compared with 2024-08-16 · 55 added, 26 removed, 248 unchanged (25% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

On December 31, 2024, the Company completed the acquisition of Hydradyne, LLC (Hydradyne).

As permitted by SEC guidance, the scope of management’s evaluation of internal control over financing reporting as of June 30, 2025 did not include the internal control over financial reporting of Hydradyne.

However, we are extending our oversight and monitoring processes that support our internal control over financial reporting to include Hydradyne's operations.

The Company's management, under the supervision and with the participation of the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), evaluated the effectiveness of the Company's disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e), as of the end of the period covered by this report.

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is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is a process designed by, or under the supervision of, the President & Chief Executive Officer and the Vice President - Chief Financial Officer, Treasurer, & Principal Accounting Officer, and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Internal control over financial reporting is a process designed by, or under the supervision of, the President & CEO and the Vice President - CFO & Treasurer, and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

The Company’s internal control over financial reporting includes those policies and procedures that:

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Based on this evaluation, management determined that the Company’s internal control over financial reporting was effective as of June 30, 2025.

The Company acquired Hydradyne, LLC (Hydradyne) on December 31, 2024.

Management has excluded Hydradyne from its assessment of the effectiveness of the Company's internal control over financial reporting as of June 30, 2025.

Hydradyne represents approximately 11.3% and 2.7% of total assets and net sales, respectively, of the consolidated financial statement amounts as of and for the fiscal year ended June 30, 2025.

The effectiveness of the Company’s internal control over financial reporting has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included herein.

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President & Chief Executive Officer Vice President - Chief Financial Officer & Treasurer

& Principal Accounting Officer

August 15, 2025

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We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended June 30, 2025 , of the Company and our report dated August 15, 2025 , expressed an unqualified opinion on those financial statements.

As described in Management's Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Hydradyne, LLC, which was acquired on December 31, 2024, and whose financial statements constitute 11.3% and 2.7% of total assets and net sales, respectively, of the consolidated financial statement amounts as of and for the year ended June 30, 2025.

Accordingly, our audit did not include the internal control over financial reporting at Hydradyne, LLC.

Basis for Opinion

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ DELOITTE & TOUCHE LLP

Cleveland, Ohio

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The information required by this Item as to Applied's directors is incorporated by reference to Applied's proxy statement relating to the annual meeting of shareholders to be held October 22, 2024, under the caption “Item 1 - Election of Directors.” The information required by this Item as to Applied's executive officers has been furnished in this report in Part I, after Item 4, under the caption “Information about our Executive Officers.”

The information required by this Item as to Applied's directors is incorporated by reference to Applied's Definitive Proxy Statement for its 2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”), which will be filed pursuant to SEC Regulation 14A not later than 120 days after the end of Applied’s fiscal year ended June 30, 2025, under the caption “Item 1 - Election of Directors.” The information required by this Item as to Applied's executive officers has been furnished in this Annual Report in Part I, after Item 4, under the caption “Information about our Executive Officers.”

The information required by this Item regarding compliance with Section 16(a) of the Securities Exchange Act of 1934 is incorporated by reference to Applied's 2025 Proxy Statement, under the caption “Delinquent Section 16(a) Reports."

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In addition, amendments to and waivers from the Code of Business Ethics will be disclosed promptly at the same location.

Applied has adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of Applied's securities by directors, officers, and employees.

Applied has adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of Applied's securities by directors, officers, and employees that are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the applicable listing standards of the New York Stock Exchange.

A copy of Applied's Insider Trading Policy is filed herewith as Exhibit 19.

Information regarding the composition of Applied’s audit committee and the identification of audit committee financial experts serving on the audit committee is incorporated by reference to Applied's 2025 Proxy Statement, under the caption “Corporate Governance.”

EXECUTIVE COMPENSATION.

The information required by this Item is incorporated by reference to Applied's proxy statement for the annual meeting of shareholders to be held October 22, 2024, under the captions “Director Compensation,” “Executive Compensation,” ”Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report.”

The information required by this Item is incorporated by reference to Applied's 2025 Proxy Statement, under the captions “Director Compensation,” “Executive Compensation,” ”Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report.”

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Equity compensation plan information is incorporated herein by reference to Applied's proxy statement for the annual meeting of shareholders to be held October 22, 2024, under the caption "Equity Compensation Plan Information (as of June 30, 2024)".

Information concerning the security ownership of certain beneficial owners and management is incorporated by reference to Applied's proxy statement for the annual meeting of shareholders to be held October 22, 2024, under the caption “Holdings of Major Shareholders, Officers, and Directors.”

Equity compensation plan information is incorporated herein by reference to Applied's 2025 Proxy Statement, under the caption "Equity Compensation Plan Information (as of June 30, 2025)".

Information concerning the security ownership of certain beneficial owners and management is incorporated by reference to Applied's 2025 Proxy Statement, under the caption “Holdings of Major Shareholders, Officers, and Directors.”

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The information required by this Item is incorporated herein by reference to Applied's proxy statement for the annual meeting of shareholders to be held October 22, 2024, under the caption “Corporate Governance.”

The information required by this Item is incorporated herein by reference to Applied's 2025 Proxy Statement, under the caption “Corporate Governance.”

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Principal accountant, Deloitte & Touche LLP (PCAOB ID No.

34 ), fees and services required by this Item is incorporated herein by reference to Applied's proxy statement for the annual meeting of shareholders to be held October 22, 2024, under the caption “Item 3 - Vote to Ratify Appointment of Independent Auditors.”

34 ), fees and services required by this Item is incorporated herein by reference to Applied's 2025 Proxy Statement, under the caption “Item 3 - Vote to Ratify Appointment of Independent Auditors.”

EXHIBITS AND FINANCIAL STATEMENT SCHEDULE.

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• Notes to Consolidated Financial Statements for the Years Ended June 30, 2025, 2024, and 2023

• Supplementary Data:

Financial Statement Schedule.

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* Asterisk indicates an executive compensation plan or arrangement.

2.1 Securities Purchase Agreement, dated November 21, 2024, by and among Applied Industrial Technologies, Inc., LOR, Inc., and Hydradyne, LLC (filed as Exhibit 2.1 to the Company’s Form 8-K filed November 22, 2024, SEC File No.