1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: On December 31, 2024, the Company completed the acquisition of Hydradyne, LLC (Hydradyne).
−Removed: 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.
−Removed: 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.
−Removed: Based on that evaluation, the CEO and CFO have concluded that the Company's disclosure controls and procedures are effective.
+Added: Based on that evaluation, the CEO and CFO concluded that the Company's disclosure controls and procedures were effective.
Management's Report on Internal Control over Financial Reporting
11 unchanged sentences
Based on this evaluation, management determined that the Company’s internal control over financial reporting was effective as of June 30, 2026.
−Removed: The Company acquired Hydradyne, LLC (Hydradyne) on December 31, 2024.
−Removed: Management has excluded Hydradyne from its assessment of the effectiveness of the Company's internal control over financial reporting as of June 30, 2025.
−Removed: 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.
3 unchanged sentences
Changes in Internal Control Over Financial Reporting
−Removed: There have not been any changes in internal control over financial reporting during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
+Added: There have not been any changes in internal control over financial reporting during 2026 that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
5 unchanged sentences
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, 2026, of the Company and our report dated August 13, 2026 , expressed an unqualified opinion on those financial statements.
−Removed: 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.
−Removed: Accordingly, our audit did not include the internal control over financial reporting at Hydradyne, LLC.
Basis for Opinion
18 unchanged sentences
OTHER INFORMATION.
−Removed: During the fiscal quarter ended June 30, 2025, no director or officer of the Company adopted , modified, or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (in each case, as defined in Item 408 of Regulation S-K).
+Added: During the quarter ended June 30, 2026, no director or officer of the Company adopted , modified, or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (in each case, as defined in Item 408 of Regulation S-K).
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
1 unchanged sentence
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
−Removed: 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.”
+Added: The information required by this Item as to Applied's directors is incorporated by reference to Applied's Definitive Proxy Statement for its 2026 Annual Meeting of Stockholders (the “2026 Proxy Statement”), which will be filed pursuant to SEC Regulation 14A not later than 120 days after the end of Applied’s year ended June 30, 2026, under the caption “Proposal 1 - Election of Directors.” The information required by this Item as to Applied's executive officers has been furnished in this Annual Report on Form 10-K 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 2026 Proxy Statement, under the caption “Delinquent Section 16(a) Reports."
Applied’s Code of Business Ethics applies to our employees, including our principal executive officer, principal financial officer, and principal accounting officer.
−Removed: The Code of Business Ethics is posted via hyperlink at the investor relations area of our www.applied.com website.
+Added: The Code of Business Ethics is posted via hyperlink at the investor relations area of our applied.com website.
In addition, amendments to and waivers from the Code of Business Ethics will be disclosed promptly at the same location.
11 unchanged sentences
Principal accountant, Deloitte & Touche LLP (PCAOB ID No.
−Removed: 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.”
+Added: 34 ), fees and services required by this Item are incorporated herein by reference to Applied's 2026 Proxy Statement, under the caption “Proposal 3 - Vote to Ratify Appointment of the Company's Independent Registered Public Accounting Firm.”
EXHIBITS AND FINANCIAL STATEMENT SCHEDULE.
13 unchanged sentences
* Asterisk indicates an executive compensation plan or arrangement.
−Removed: 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.
−Removed: 1-2299, and incorporated here by reference).
3.1 Amended and Restated Articles of Incorporation of Applied Industrial Technologies, Inc., as amended on October 25, 2005 (filed as Exhibit 3(a) to Applied's Form 10-Q for the quarter ended December 31, 2005, SEC File No.
3 unchanged sentences
4.1 Certificate of Merger of Bearings, Inc.
−Removed: (Ohio) and Bearings, Inc.
+Added: (Ohio) (now named Applied Industrial Technologies, Inc.) and Bearings, Inc.
(Delaware) filed with the Ohio Secretary of State on October 18, 1988, including an Agreement and Plan of Reorganization dated September 6, 1988 (filed as Exhibit 4(a) to Applied's Registration Statement on Form S-4 filed May 23, 1997, Registration No.
333-27801, and incorporated here by reference).
−Removed: 4.2 Amended and Restated Note Purchase and Private Shelf Agreement dated as of October 30, 2019, between Applied Industrial Technologies, Inc.
−Removed: and PGIM, Inc.
−Removed: (formerly known as Prudential Investment Management, Inc.), and certain of its affiliates (filed as Exhibit 10.1 to Applied’s Form 8-K filed November 5, 2019, SEC File No.
−Removed: 1-2299, and incorporated here by reference).
−Removed: 4.3 Amendment No.
−Removed: 1 to Amended and Restated Note Purchase and Private Shelf Agreement dated as of March 26, 2021 between Applied Industrial Technologies, Inc.
−Removed: and PGIM, Inc.
−Removed: (formerly known as Prudential Investment Management, Inc.), and certain of its affiliates (filed as Exhibit 4.3 to Applied's Form 10-Q for the quarter ended March 31, 2021, SEC File No.
−Removed: 1-2299, and incorporated here by reference).
−Removed: 4.4 Amendment No.
−Removed: 2 to Amended and Restated Note Purchase and Private Shelf Agreement, dated as of December 9, 2021, between Applied and PGIM, Inc.
−Removed: (filed as Exhibit 10.2 to the Company's Form 8-K filed December 14, 2021, SEC File No.
−Removed: 1-2299, and incorporated here by reference).
−Removed: 4.5 Amendment No.
−Removed: 3 to Amended and Restated Note Purchase and Private Shelf Agreement, dated as of October 28, 2022, between Applied and PGIM, Inc.
−Removed: (filed as Exhibit 10.1 to the Company's Form 8-K filed November 1, 2022, SEC File No.
−Removed: 1-2299, and incorporated here by reference).
−Removed: 4.6 Credit Agreement dated as of December 9, 2021, among Applied Industrial Technologies, Inc., KeyBank National Association as Agent, and various financial institutions (filed as Exhibit 10.1 to the Company's Form 8-K filed December 14, 2021, SEC File No.
−Removed: 1-2299, and incorporated here by reference).
−Removed: 4.7 First Amendment Agreement, dated as of May 12, 2023, among Applied Industrial Technologies, Inc., KeyBank National Association as Agent, and the Lenders set forth therein (filed as Exhibit 4.7 to the Company's Form 10-K for the fiscal year ended June 30, 2023 filed August 11, 2023, SEC File No.
−Removed: 1-2299, and incorporated here by reference).
−Removed: 4.8 Guaranty of Payment Joinder, dated as of January 16, 2025, among Applied Bearing Distributors, LLC, Cangro Industries, LLC, Itech Automation Solutions, LLC, KeyBank National Association as Agent, and various financial institutions (filed as Exhibit 4.8 to Applied's Form 10-Q for the quarter ended March 31, 2025, SEC File No.
−Removed: 1-2299, and incorporated here by reference).
−Removed: 4.9 Guaranty of Payment Joinder, dated as of March 14, 2025, among Stanley M.
−Removed: Proctor Company, LLC, KeyBank National Association as Agent, and various financial institutions (filed as Exhibit 4.9 to Applied's Form 10-Q for the quarter ended March 31, 2025, SEC File No.
−Removed: 1-2299, and incorporated here by reference).
−Removed: 4.10 Guaranty of Payment Joinder, dated as of March 14, 2025, among Hydradyne, LLC., KeyBank National Association as Agent, and various financial institutions (filed as Exhibit 4.10 to Applied's Form 10-Q for the quarter ended March 31, 2025, SEC File No.
−Removed: 1-2299, and incorporated here by reference).
−Removed: 4.11 Guaranty of Payment Joinder, dated as of June 19, 2025, among Iris Custom Solutions, LLC, KeyBank National Association as Agent, and various financial institutions.
4.2 Receivables Financing Agreement dated as of August 31, 2018, among AIT Receivables LLC, as borrower, PNC Bank, National Association, as administrative agent, Applied Industrial Technologies, Inc., as initial servicer, PNC Capital Markets LLC, as structuring agent and the additional persons from time to time party thereto, as lenders (filed as Exhibit 10.1 to Applied's Form 8-K filed September 6, 2018, SEC File No.
1-2299, and incorporated here by reference).
−Removed: 4.13 Amendment No.
−Removed: 1 to Receivables Financing Agreement and Reaffirmation of Performance Guaranty dated as of March 26, 2021 among AIT Receivables LLC, as borrower, PNC Bank, National Association, as administrative agent, Applied Industrial Technologies, Inc., as initial servicer, PNC Capital Markets LLC, as structuring agent and the additional persons from time to time party thereto, as lenders (filed as Exhibit 10.2 to Applied's Form 8-K filed March 29, 2021, SEC File No.
+Added: 4.3 Purchase and Sale Agreement dated as of August 31, 2018 among various entities listed on Schedule I thereto (including Applied Industrial Technologies, Inc.), as originators, Applied Industrial Technologies, Inc., as servicer, and AIT Receivables LLC, as buyer (filed as Exhibit 10.2 to Applied's Form 8-K filed September 6, 2018, SEC File No.
1-2299, and incorporated here by reference).
4.4 Amendment No.
−Removed: 2 to Receivables Financing Agreement and Reaffirmation of Performance Guaranty, dated as of May 12, 2023, by and among AIT Receivables, LLC, Applied Industrial Technologies, Inc., PNC Bank, National Association, Regions Bank, and PNC Capital Markets LLC (filed as Exhibit 4.10 to the Company's Form 10-K for the fiscal year ended June 30, 2023 filed August 11, 2023, SEC File No.
−Removed: 1-2299, and incorporated here by reference).
−Removed: 4.15 Purchase and Sale Agreement dated as of August 31, 2018 among various entities listed on Schedule I thereto (including Applied Industrial Technologies, Inc.), as originators, Applied Industrial Technologies, Inc., as servicer, and AIT Receivables LLC, as buyer (filed as Exhibit 10.2 to Applied's Form 8-K filed September 6, 2018, SEC File No.
+Added: 1 to Receivables Financing Agreement and Reaffirmation of Performance Guaranty dated as of March 26, 2021 among AIT Receivables LLC, as borrower, PNC Bank, National Association, as administrative agent, Applied Industrial Technologies, Inc., as initial servicer, PNC Capital Markets LLC, as structuring agent and the additional persons from time to time party thereto, as lenders (filed as Exhibit 10.
+Added: 1 to Applied's Form 8-K filed March 29, 2021, SEC File No.
1-2299, and incorporated here by reference).
4 unchanged sentences
4.6 Amendment No.
−Removed: 2 to Purchase and Sale Agreement dated as of March 26, 2021, among various entities listed on Schedule 1 thereto (including Applied Industrial Technologies, Inc.), as originators, Applied Industrial Technologies, Inc, as servicer, and AIT Receivables LLC, as buyer (filed as Exhibit 10.2 to Applied's Form 8-K filed March 29, 2021, SEC File No.
+Added: 2 to Receivables Financing Agreement and Reaffirmation of Performance Guaranty, dated as of May 12, 2023, by and among AIT Receivables, LLC, Applied Industrial Technologies, Inc., PNC Bank, National Association, Regions Bank, and PNC Capital Markets LLC (filed as Exhibit 4.10 to Applied's Form 10-K for the fiscal year ended June 30, 2023 filed August 11, 2023, SEC File No.
1-2299, and incorporated here by reference).
−Removed: 4.18 Description of Applied's securities (filed as Exhibit 4.7 to Applied's Form 10-K for the year ended June 30, 2020, SEC File No.
+Added: 4.7 Amendment No.
+Added: 2 to Purchase and Sale Agreement dated as of March 26, 2021, among various entities listed on Schedule 1 thereto (including Applied Industrial Technologies, Inc.), as originators, Applied Industrial Technologies, Inc, as servicer, and AIT Receivables LLC, as buyer (filed as Exhibit 10.2 to Applied's Form 8-K filed March 29, 2021, SEC File No.
1-2299, and incorporated here by reference).
11 unchanged sentences
1-2299, and incorporated here by reference).
+Added: 4.12 Credit Agreement dated as of October 24, 2025, among Applied Industrial Technologies, Inc., Key Bank National Association as Agent, and various financial institutions (filed as Exhibit 10.1 to Applied’s Form 8-K filed October 24, 2025, SEC File No.
+Added: 1-2299, and incorporated here by reference).
+Added: 4.13 Description of Applied's securities (filed as Exhibit 4.7 to Applied's Form 10-K for the year ended June 30, 2020, SEC File No.
+Added: 1-2299, and incorporated here by reference).
*10.1 A written description of Applied's director compensation program is incorporated by reference to Applied’s proxy statement for the 2026 annual meeting of shareholders under the caption “Director Compensation.”
11 unchanged sentences
1-2299, and incorporated here by reference).
+Added: *10.7 Amendment No.
+Added: 1 to the 2015 Long-Term Performanc e Plan , effective as of June 22, 2026.
*10.8 2019 Long-Term Performance Plan, amended and restated (filed as Exhibit 10.3 to Applied's Form 10-Q for the quarter ended September 30, 2019, SEC File No.
1-2299, and incorporated here by reference).
+Added: *10.9 Amendment No.
+Added: 1 to the 2019 Long-Term Performance Plan , effective as of June 22, 2026.
*10.10 2023 Long-Term Performance Plan (filed as Exhibit 10.1 to Applied's Form 10-Q for the quarter ended September 30, 2023, SEC File No.
1-2299, and incorporated here by reference).
+Added: *10.11 Amendment No.
+Added: 1 to the 2023 Long-Term Performance Plan , effective as of June 22, 2026.
*10.12 Non-Statutory Stock Option Award Terms and Conditions (Directors) (filed as Exhibit 10 to Applied's Form 8-K filed November 30, 2005, SEC File No.
8 unchanged sentences
1-2299, and incorporated here by reference).
−Removed: *10.14 Stock Appreciation Rights Award Terms and Conditions (Officers) (August 2022 revision) (filed as Exhibit 10.1 to Applied Form 10-Q for the quarter ended September 30, 2022, SEC File No.
+Added: *10.17 Stock Appreciation Rights Award Terms and Conditions (Officers) (August 2022 revision) (filed as Exhibit 10.1 to Applied 's Form 10-Q for the quarter ended September 30, 2022, SEC File No.
1-2299, and incorporated here by reference).
−Removed: *10.15 Restricted Stock Units Terms and Conditions (Officers) (August 2022 revision) (filed as Exhibit 10.2 to Applied Form 10-Q for the quarter ended September 30, 2022, SEC File No.
+Added: *10.18 Restricted Stock Units Terms and Conditions (Officers) (August 2022 revision) (filed as Exhibit 10.2 to Applied 's Form 10-Q for the quarter ended September 30, 2022, SEC File No.
1-2299, and incorporated here by reference).
−Removed: *10.16 Performance Shares Terms and Conditions (August 2022 revision) (filed as Exhibit 10.3 to Applied Form 10-Q for the quarter ended September 30, 2022, SEC File No.
+Added: *10.19 Performance Shares Terms and Conditions (August 2022 revision) (filed as Exhibit 10.3 to Applied 's Form 10-Q for the quarter ended September 30, 2022, SEC File No.
1-2299, and incorporated here by reference).
−Removed: *10.17 Management Incentive Plan General Terms (filed as Exhibit 10.17 to Applied Form 10-K for the fiscal year ended June 30 30, 2024 filed August 16, 2024, SEC File No.
+Added: *10.20 Management Incentive Plan General Terms (filed as Exhibit 10.17 to Applied 's Form 10-K for the fiscal year ended June 30 30, 2024 filed August 16, 2024, SEC File No.
1-2299, and incorporated here by reference).
−Removed: *10.18 Restricted Stock Units Terms and Conditions (August 2024 revision) (filed as Exhibit 10.18 to Applied Form 10-K for the fiscal year ended June 30 30, 2024 filed August 16, 2024, SEC File No.
+Added: *10.21 Restricted Stock Units Terms and Conditions (August 2024 revision) (filed as Exhibit 10.18 to Applied 's Form 10-K for the fiscal year ended June 30 30, 2024 filed August 16, 2024, SEC File No.
1-2299, and incorporated here by reference).
−Removed: *10.19 Performance Shares Terms and Conditions (August 2024 revision) (filed as Exhibit 10.19 to Applied Form 10-K for the fiscal year ended June 30 30, 2024 filed August 16, 2024, SEC File No.
+Added: *10.22 Performance Shares Terms and Conditions (August 2024 revision) (filed as Exhibit 10.19 to Applied 's Form 10-K for the fiscal year ended June 30 30, 2024 filed August 16, 2024, SEC File No.
1-2299, and incorporated here by reference).
−Removed: *10.20 Stock Appreciation Rights Award Terms and Conditions (August 2024 revision) (filed as Exhibit 10.20 to Applied Form 10-K for the fiscal year ended June 30 30, 2024 filed August 16, 2024, SEC File No.
+Added: *10.23 Stock Appreciation Rights Award Terms and Conditions (August 2024 revision) (filed as Exhibit 10.20 to Applied 's Form 10-K for the fiscal year ended June 30 30, 2024 filed August 16, 2024, SEC File No.
1-2299, and incorporated here by reference).
1 unchanged sentence
1-2299, and incorporated here by reference).
−Removed: *10.22 Schedule of executive officer participants in the Key Executive Restoration Plan, as amended and restated (filed as Exhibit 10.18 to the Company's Form 10-K for the fiscal year ended June 30, 2023 filed August 11, 2023, SEC File No.
+Added: *10.25 Schedule of executive officer participants in the Key Executive Restoration Plan, as amended and restated (filed as Exhibit 10.18 to Applied's Form 10-K for the fiscal year ended June 30, 2023 filed August 11, 2023, SEC File No.
1-2299, and incorporated here by reference).
1 unchanged sentence
1-2299, and incorporated here by reference.)
−Removed: *10.24 First Amendment to Supplemental Defined Contribution Plan (Post-2004 Terms) (filed as Exhibit 10.5 to Applied's 10-Q for the quarter ended September 30, 2020 SEC File No.
+Added: *10.27 First Amendment to Supplemental Defined Contribution Plan (Post-2004 Terms) (filed as Exhibit 10.5 to Applied's Form 10-Q for the quarter ended September 30, 2020 SEC File No.
1-2299, and incorporated here by reference.)
20 unchanged sentences
1-2299, and incorporated here by reference).
−Removed: 19 Applied's Insider Trading Policy (filed as Exhibit 19 to the Company's Form 10-K for the fiscal year ended June 30, 2023 filed August 11, 2023, SEC File No.
+Added: *10.35 Restricted Stock Award Terms and Conditions (Directors)(filed as Exhibit 10.1 to Applied's form 10-Q for the quarter ended March 31, 2026, SEC File No.
1-2299, and incorporated here by reference).
+Added: 19 Applied's Insider Trading Policy
21 Applied’s subsidiaries at June 30, 202 6 .
4 unchanged sentences
95 Mine safety and health disclosure.
−Removed: 97 Policy for the Recovery of Erroneously Awarded Compensation (filed as Exhibit 97 to Applied Form 10-K for the fiscal year ended June 30, 2024 filed August 16, 2024, SEC File No.
+Added: 97 Policy for the Recovery of Erroneously Awarded Compensation (filed as Exhibit 97 to Applied 's Form 10-K for the fiscal year ended June 30, 2024 filed August 16, 2024, SEC File No.
1-2299, and incorporated here by reference).
33 unchanged sentences
(A) Amounts in the years ending June 30, 2026, 2025 and 2024 represent reserves recorded for the return of merchandise by customers.
−Removed: The Company adopted ASC 606 - Revenue from Contracts with Customers effective July 1, 2018 which requires the Company's sales returns reserve to be established at the gross sales value with an asset established for the value of the expected product to be returned.
+Added: The Company is required to establish a sales returns reserve at the gross sales value with a corresponding asset established for the value of the expected product to be returned.
(B) Amounts represent uncollectible accounts charged off.
5 unchanged sentences
/s/ Richard M.
−Removed: Chief Accounting Officer, Controller, & Principal Accounting Officer
+Added: Chief Accounting Officer & Controller
+Added: (Principal Accounting Officer)
August 13, 2026
9 unchanged sentences
Schrimsher, President & Chief Executive Officer and Director
+Added: Tomczik, Director Peter C.
Wallace, Director and Chairman
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.