What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-02 compared with 2025-02-27 · 159 added, 164 removed, 1141 unchanged (22% of the section changed)

13 unchanged sentences

Directors, Executive Officers and Corporate Governance

There are incorporated in this Item 10, by reference, those portions of the Company’s definitive proxy statement for the 2025 Annual Meeting of Stockholders which appear therein under the captions “Proposal 1 - Election of Directors,” “Nominees for Election to the Board of Directors,” “Information Concerning Directors,” and “Corporate Governance." See also the information under the caption “Information About Our Executive Officers” in Part I of this Report.

There are incorporated in this Item 10, by reference, those portions of the Company’s definitive proxy statement for the 2026 Annual Meeting of Stockholders which appear therein under the captions “Proposal 1 - Election of Directors,” “Nominees for Election to the Board of Directors,” “Information Concerning Directors,” and “Corporate Governance," including the section titled "Delinquent Section 16(a) Reports." See also the information under the caption “Information About Our Executive Officers” in Part I of this Report.

The Board of Directors has delegated certain responsibilities to three Committees of the Board.

1 unchanged sentence

The Board of Directors has also adopted Corporate Governance guidelines and a Code of Business Conduct and Ethics for all employees, including the Chief Executive Officer, Principal Financial Officer, Principal Accounting Officer and those individuals performing similar functions.

The Company has adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors, officers, and employees and the Company itself.

A copy of our insider trading policy was filed as Exhibit 19 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The Committee Charters, Code of Business Conduct and Ethics, and Corporate Governance Guidelines may be found on the Company’s website (www.alamo-group.com) under the “Corporate Governance” tab at https://www.alamo-group.com/corporate-governance/ and are also available in printed form at no charge by sending a request to the Corporate Secretary, Alamo Group Inc., 1627 E.

3 unchanged sentences

Executive Compensation

There are incorporated in this Item 11, by reference, those portions of the Company’s definitive proxy statement for the 2025 Annual Meeting of Stockholders which appear therein under the captions "Executive Compensation," “The Compensation Committee,” “Compensation Discussion and Analysis,” "Compensation Committee Report” and “Director Compensation during 2024.”

There are incorporated in this Item 11, by reference, those portions of the Company’s definitive proxy statement for the 2026 Annual Meeting of Stockholders which appear therein under the captions “Compensation Committee Interlocks and Insider Participation,” "Executive Compensation," “Compensation Discussion and Analysis,” "Compensation Committee Report” and “Director Compensation during 2025.”

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

20 unchanged sentences

2019 Equity Incentive Plan 84,047 $190.44 287,398

2025 Incentive Stock Option Plan — — 300,000

Plans not approved by stockholders — — —

2 unchanged sentences

Information regarding certain relationships and related transactions is set forth under the caption “Certain Relationships and Related Transactions” in the Company’s definitive proxy statement for the 2026 Annual Meeting of Stockholders, and such information is incorporated by reference herein.

There were no such reportable relationships or related party transactions in the fiscal year ended December 31, 2024.

There were no other such reportable relationships or related party transactions in the fiscal year ended December 31, 2025.

Information regarding director independence is set forth under the caption “Information Concerning Directors” in the Company’s definitive proxy statement for the 2026 Annual Meeting of Stockholders, and such information is incorporated by reference herein.

Principal Accountant Fees and Services

Our independent registered public accounting firm is KPMG LLP , New Orleans, LA , Auditor Firm ID:

Our independent registered public accounting firm is KPMG LLP , San Antonio, TX , Auditor Firm ID:

Information regarding principal accountant fees and services is set forth under the caption “Proposal 3 – Ratification of Appointment of Independent Auditors” in the Company’s definitive proxy statement for the 2026 Annual Meeting of Stockholders, and such information is incorporated by reference herein.

21 unchanged sentences

3.3 — By-Laws of Alamo Group Inc.

as amended Filed as Exhibit 3.1 to Form 8-K, Octo ber 31 , 202 4

as amended Filed as Exhibit 3.1 to Form 8-K, October 31, 2024

4.1 — Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Filed as Exhibit 4.1 to Form 10-K, February 28, 2020

29 unchanged sentences

and Richard Wehrle Filed as Exhibit 10.3 to Form 10-Q, August 2, 2023

19.0 — Insider Trading Tipping Policy Filed Herewith

*10.18 — Offer letter to Robert Hureau Filed as Exhibit 10.1 to Form 8-K, August 18, 2025

*10.19 — Change in Control and Severance Agreement between Alamo Group Inc.

and Robert Hureau Filed as Exhibit 10.2 to Form 8-K, August 18, 2025

*10.20 — Alamo Group Inc.

2025 Incentive Stock Option Plan Filed as Appendix II to Form DEF 14A, March 13, 2025

*10.21 — Membership Interest Purchase Agreement Filed as Exhibit 10.1 to Form 8-K, December 10, 2025

19.0 — Insider Information and Trading Policy Filed as Exhibit 19 to Form 10-K, February 27, 2025

21.1 — Subsidiaries of the Registrant Filed Herewith

23.1 — Consent of KPMG LLP Filed Herewith

31.1 — Certification by Jeffery A.

Leonard under Section 302 of the Sarbanes-Oxley Act of 2002 Filed Herewith

31.1 — Certification by Robert P.

Hureau under Section 302 of the Sarbanes-Oxley Act of 2002 Filed Herewith

31.2 — Certification by Agnieszka K.

Kamps under Section 302 of the Sarbanes-Oxley Act of 2002 Filed Herewith

32.1 — Certification by Jeffery A.

Leonard under Section 906 of the Sarbanes-Oxley Act of 2002 Filed Herewith

32.1 — Certification by Robert P.

Hureau under Section 906 of the Sarbanes-Oxley Act of 2002 Filed Herewith

32.2 — Certification by Agnieszka K.

12 unchanged sentences

ALAMO GROUP INC.

February 27, 2025

/s/ Jeffery A.

March 2, 2026

/s/ Robert P.

President & Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in their capacities and on the 27th day of February 2025.

Signature Title

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Independent Board Chair & Director

/s/ JEFFERY A.

/s/ ROBERT P.

President & Chief Executive Officer

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KPMG LLP, an independent registered public accounting firm, has issued an attestation report on the effectiveness of internal control over financial reporting, which is included herein.

February 27, 2025 /s/ Jeffery A.

March 2, 2026 /s/ Robert P.

President, Chief Executive Officer & Director (Principal Executive Officer)

6 unchanged sentences

We have audited the accompanying consolidated balance sheets of Alamo Group Inc.

and subsidiaries (the

Company) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive

income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December

31, 2024, and the related notes (collectively, the consolidated financial statements).

In our opinion, the

consolidated financial statements present fairly, in all material respects, the financial position of the Company

as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in

the three-year period ended December 31, 2024, in conformity with U.S.

generally accepted accounting

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board

(United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024,

based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of

Sponsoring Organizations of the Treadway Commission, and our report dated February 27, 2025 expressed an

unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 2, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

responsibility is to express an opinion on these consolidated financial statements based on our audits.

a public accounting firm registered with the PCAOB and are required to be independent with respect to the

Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the

Securities and Exchange Commission and the PCAOB.

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we

plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements

are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to

assess the risks of material misstatement of the consolidated financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test

basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

also included evaluating the accounting principles used and significant estimates made by management, as

well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the

consolidated financial statements that was communicated or required to be communicated to the audit

committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication

of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as

a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the

critical audit matter or on the accounts or disclosures to which it relates.

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Sufficiency of evidence over the existence of inventory

As discussed in Note 6 to the consolidated financial statements, the value of inventory was $343 million as

of December 31, 2024.

To facilitate the global delivery of goods to customers, the Company operates

across North America, South America, Europe and Australia.

Within these locations, the Company has 27

principal manufacturing plants located in six countries.

We identified the assessment of the sufficiency of evidence over the existence of inventory as a critical

audit matter.

The geographical dispersion of inventory required especially subjective auditor judgment in

determining the sufficiency of audit evidence obtained over the existence of inventory.

As discussed in Note 6 to the consolidated financial statements, the value of inventory was $383 million as of December 31, 2025.

To facilitate the global delivery of goods to customers, the Company operates across North America, South America, Europe and Australia.

Within these locations, the Company has 27 principal manufacturing plants located in six countries.

We identified the assessment of the sufficiency of evidence over the existence of inventory as a critical audit matter.

The geographical dispersion of inventory required especially subjective auditor judgment in determining the sufficiency of audit evidence obtained over the existence of inventory.

The following are the primary procedures we performed to address this critical audit matter.

auditor judgment to determine the nature and extent of procedures to be performed over the existence of

We applied auditor judgment to determine the nature and extent of procedures to be performed over the existence of

inventory including determining where we would perform procedures.

We evaluated the design and tested

the operating effectiveness of certain internal controls over the Company’s inventory process at certain

manufacturing plants.

This included controls related to the physical inspection of inventories at certain

We performed independent test counts for a sample of items and compared them to the Company’s

records to evaluate the inventory at those specific plants.

We evaluated the sufficiency of audit evidence

obtained by assessing the results of the procedures performed.

We evaluated the design and tested the operating effectiveness of certain internal controls over the company’s inventory process at certain manufacturing plants.

This included controls related to the physical inspection of inventories at certain plants.

We performed independent test counts for a sample of items and compared them to the Company’s records to evaluate the inventory at those specific plants.

We evaluated the sufficiency of audit evidence obtained by assessing the results of the procedures performed.

We have served as the Company’s auditor since 2009.

New Orleans, Louisiana

February 27, 2025

San Antonio, Texas

March 2, 2026

Report of Independent Registered Public Accounting Firm

3 unchanged sentences

We have audited Alamo Group Inc.

and subsidiaries' (the Company) internal control over financial reporting as

of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued

by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company

maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024,

based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of

Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board

(United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and

2023, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash

flows for each of the years in the three-year period ended December 31, 2024, and the related notes

(collectively, the consolidated financial statements), and our report dated February 27, 2025 expressed an

unqualified opinion on those consolidated financial statements.

and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated March 2, 2026 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting

and for its assessment of the effectiveness of internal control over financial reporting, included in the

accompanying Report of Management on Internal Control over Financial Reporting.

Our responsibility is to

express an opinion on the Company’s internal control over financial reporting based on our audit.

public accounting firm registered with the PCAOB and are required to be independent with respect to the

Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the

Securities and Exchange Commission and the PCAOB.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan

and perform the audit to obtain reasonable assurance about whether effective internal control over financial

reporting was maintained in all material respects.

Our audit of internal control over financial reporting included

obtaining an understanding of internal control over financial reporting, assessing the risk that a material

weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on

the assessed risk.

Our audit also included performing such other procedures as we considered necessary in

the circumstances.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in

accordance with generally accepted accounting principles.

A company’s internal control over financial reporting

includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,

accurately and fairly reflect the transactions and dispositions of the assets of the company;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements

in accordance with generally accepted accounting principles, and that receipts and expenditures of the

company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use,

or disposition of the company’s assets that could have a material effect on the financial statements.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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.

New Orleans, Louisiana

February 27, 2025

San Antonio, Texas

March 2, 2026

Alamo Group Inc.

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Deferred income taxes 24,215 10,998

Total liabilities 457,913 432,025

Stockholders’ equity:

91 unchanged sentences

Provision for doubtful accounts 129 1,718 253

Depreciation - PP&E 26,865 23,665 23,673

Depreciation - Rental 9,992 8,789 7,739

Depreciation - Property, plant and equipment 27,084 26,865 23,665

Depreciation - Rental Equipment 11,740 9,992 8,789

Amortization of intangibles 16,547 16,227 15,519

1 unchanged sentence

Stock-based compensation expense 9,938 9,141 7,424

Provision for deferred income tax benefit ( 3,607 ) ( 4,253 ) ( 2,337 )

Provision for deferred income tax expense (benefit) 10,583 ( 3,607 ) ( 4,253 )

Gain on sale of property, plant and equipment ( 2,564 ) ( 639 ) ( 6,621 )

4 unchanged sentences

Rental equipment ( 19,741 ) ( 23,830 ) ( 13,930 )

Prepaid expenses and other ( 2,608 ) ( 835 ) ( 6,146 )

Prepaid expenses and other assets 6,823 ( 2,608 ) ( 835 )

Trade accounts payable and accrued liabilities 30,243 ( 15,673 ) 4,813

1 unchanged sentence

Long term tax payable ( 156 ) ( 2,007 ) ( 1,147 )

Other assets and liabilities, net 3,060 45 475

Other long-term liabilities ( 2,695 ) 3,060 45

Net cash provided by operating activities 177,543 209,778 131,154

8 unchanged sentences

Repayment on bank revolving credit facility ( 50,000 ) ( 195,000 ) ( 235,000 )

Principal payments on long-term debt and capital leases ( 15,069 ) ( 14,948 ) ( 15,031 )

Principal payments on long-term debt and finance leases ( 15,007 ) ( 15,069 ) ( 14,948 )

Contingent consideration payment after acquisition — ( 4,402 ) —

2 unchanged sentences

Common stock repurchased ( 3,022 ) ( 1,972 ) ( 1,034 )

Net cash (used in) provided by financing activities ( 31,973 ) ( 76,881 ) 24,455

Net cash used in financing activities ( 30,794 ) ( 31,973 ) ( 76,881 )

Effect of exchange rate changes on cash 11,829 ( 10,269 ) 3,253

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Description of the Business and Segments

The Company manufactures, distributes and services high quality tractor-mounted mowing and other vegetation maintenance equipment, street sweepers, excavators, vacuum trucks, truck mounted highway attenuator trucks, forestry and tree maintenance equipment, snow removal equipment, leaf collection equipment, pothole patchers, zero turn radius mowers, agricultural implements and related aftermarket parts and services.

The Company manufactures, distributes and services high quality tractor-mounted mowing and other vegetation maintenance equipment, street sweepers, excavators, vacuum trucks, truck mounted highway attenuator trucks, forestry and tree maintenance equipment, snow removal equipment, leaf collection equipment, zero turn radius mowers, agricultural implements and related aftermarket parts and services.

The Company manages its business through two principal reporting segments:

107 unchanged sentences

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

Management considers the scheduled reversals of deferred tax liabilities, projected future taxable income, available tax carrybacks and tax planning strategies in making this assessment other than those which we have reserved.

Management considers the scheduled reversals of deferred tax liabilities, projected future taxable income, available tax carry-backs and tax planning strategies in making this assessment other than those which we have reserved.

We have elected to treat the global intangible low-taxed income (GILTI) tax as a period expense.

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Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No.

2023-09, Improvements to Income Tax Disclosures (Topic 740).

The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid.

The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024.

Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance.

This ASU will result in the required additional disclosures being included in our consolidated financial statements, once adopted.

In November 2024, the FASB issued ASU No.

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Accounting Pronouncements Adopted for Year End 2025

In December 2023, the FASB issued ASU No.

2023-09, Improvements to Income Tax Disclosures (Topic 740).

The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid.

The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024.

Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance.

This ASU resulted in additional required disclosures being included in our consolidated financial statements, once adopted.

We have adopted the provision of this ASU prospectively for the year ending December, 31, 2025.

Accounting Pronouncements Adopted for Year End 2024

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.

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This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources.

The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The ASU is effective for annual periods beginning after

December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements.

Early adoption is

also permitted.

Early adoption is also permitted.

Upon adoption this ASU will result in incremental disclosures as required.

1 unchanged sentence

BUSINESS COMBINATIONS

On June 30, 2025, the Company acquired 100 % of the issued and outstanding equity capital of Ring-O-Matic, LLC.

(“Ring-O-Matic”).

Ring-O-Matic is a leading manufacturer of trailer-mounted and truck-mounted vacuum excavators and excavation systems.

The primary reason for the Ring-O-Matic acquisition was to acquire business operations in an adjacent market, trailer-mounted vacuum excavators, where the Company sees compelling future opportunities.

The acquisition price was approximately $ 17.5 million.

The Company completed its review of the valuation of the purchase price allocation for Ring-O-Matic during the fourth quarter of 2025.

The Company has included the operating results of Ring-O-Matic in its consolidated financial statements since the date of acquisition;

these results are considered immaterial.

On October 31, 2025, the Company acquired certain UK assets of GreenMech Ltd.

(GreenMech), and 100 % of the issued and outstanding equity capital of GreenMech subsidiaries in France and Germany.

GreenMech is a manufacturer of woodchippers and tree care equipment.

The acquisition price was approximately £ 2.6 million (about USD $ 3.6 million).

The Company completed its review of the valuation of the purchase price allocation for GreenMech during the fourth quarter of 2025.

The Company has included the operating results of GreenMech in its consolidated financial statements since the date of acquisition;

these results are considered immaterial.

On October 10, 2023, the Company acquired 100 % of the issued and outstanding equity capital of Royal Truck & Equipment, Inc.

4 unchanged sentences

The Company completed its review of the valuation of the purchase price allocation for Royal Truck during the first quarter of 2024.

The Company has included the operating results of Royal Truck in its consolidated financial statements since the date of acquisition, these results are considered immaterial.

The Company has included the operating results of Royal Truck in its consolidated financial statements since the date of acquisition;

these results are considered immaterial.

EARNINGS PER SHARE

41 unchanged sentences

The Company had a reserve of $ 19.8 million on December 31, 2025 and $ 8.3 million on December 31, 2024 to cover obsolete and slow moving inventory.

The decrease in the reserve was primarily attributable to the Company's Industrial Equipment Division.

The increase in the reserve was primarily attributable to the Company's Vegetation Management Division.

The reserve for inventory obsolescence is calculated as follows:

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Translation adjustment 1,337 476 1,813

Goodwill adjustment ( 3,519 ) — ( 3,519 )

Balance at December 31, 2022 $ 127,562 $ 68,296 $ 195,858

Translation adjustment 1,337 476 1,813

Goodwill acquired — 8,865 8,865

3 unchanged sentences

Balance at December 31, 2024 $ 126,729 $ 76,298 $ 203,027

Translation adjustment 2,923 1,591 4,514

Goodwill acquired 121 6,949 7,070

Balance at December 31, 2025 $ 129,773 $ 84,838 $ 214,611

INTANGIBLE ASSETS

85 unchanged sentences

The carrying values of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses, approximate fair value because of the short-term nature of these items.

The carrying value of our debt approximates the fair value as of December 31, 2024 and 2023, as the floating rates on our outstanding balances approximate current market rates.

The carrying value of our debt approximates the fair value as of December 31, 2025 and 2024.

This conclusion was made based on Level 2 inputs.

4 unchanged sentences

Derivative Instruments and Hedging Activities

The Company records all derivatives in accordance with ASC 815, Derivatives and Hedging, which requires derivative instruments to be reported on the condensed consolidated balance sheets at fair value and establishes criteria for designation and effectiveness of hedging relationships.

The Company records all derivatives in accordance with ASC 815, Derivatives and Hedging, which requires derivative instruments to be reported on the consolidated balance sheets at fair value and establishes criteria for designation and effectiveness of hedging relationships.

The Company is exposed to market risk such as changes in foreign currencies and interest rates.

1 unchanged sentence

The Company may periodically utilize derivative instruments such as foreign currency or interest rate swaps in the normal course of business to partially offset exposure.

The related gains and losses are reported as a component of accumulated other comprehensive loss ("AOCL") in the condensed consolidated balance sheets.

The related gains and losses are reported as a component of accumulated other comprehensive loss ("AOCL") in the consolidated balance sheets.

The Company has two interest rate swap agreements outstanding as of December 31, 2025.

The notional amount of the Company’s outstanding swap agreements is $ 256.3 million.

The fair value of the Company’s derivative assets is $ 0.8 million as of December 31, 2024 compared to $ 1.0 million liability as of December 31, 2023.

In the condensed consolidated balance sheet, the fair value of the interest rate swaps is included in other long-term liabilities.

The gains and losses are not material to the Company’s condensed consolidated financial statements for the periods presented.

The fair value of the Company’s derivative liability is $ 2.1 million as of December 31, 2025 compared to $ 0.8 million assets as of December 31, 2024.

In the consolidated balance sheet, the fair value of the interest rate swaps is included in other long-term liabilities.

The gains and losses are not material to the Company’s consolidated financial statements for the periods presented.

LONG-TERM DEBT

27 unchanged sentences

$ 190.7 million in 2027;

$ 190.5 million in 2027;

and zero thereafter.

The Company adopted ASU 2023-09 prospectively for the year ended December 31, 2025.

Comparative information for 2024 and 2023 remain under the previous ASC 740 disclosure requirements.

Income Tax Expense and Rate Reconciliation:

(in thousands) 2025 %

Income before income taxes $ 139,512

Federal Statutory Tax Rate 29,298 21.0 %

State and Local Income Taxes, net of federal benefit (a) 3,675 2.6 %

Foreign Tax Effects

Canada Statutory tax rate difference between Canada and the United States ( 1,958 ) ( 1.4 ) %

State and Local Income Taxes (b) 3,423 2.5 %

Other Adjustments, Net ( 236 ) ( 0.2 ) %

Other foreign jurisdictions 377 0.3 %

Other Adjustments, Net 637 0.4 %

Effective Tax Rate $ 35,711 25.6 %

(a) The following are the list of states that made up the majority (greater than 50%) of the tax effect in this category:

California, Illinois, Maine, Maryland, Massachusetts, New York, Pennsylvania, and Virginia

(b) The following are the list of provinces that made up the majority (greater than 50%) of the tax effect in this category:

Quebec and Saskatchewan

The following table disaggregates the income taxes paid:

Jurisdiction (in thousands) 2025

Federal $ 25,313

State & Local 6,167

Foreign Total 21,452

Countries>5%:

Canada 12,455

Income Statement Components

50 unchanged sentences

Lease liability 4,390 3,662

Intangible assets 146 —

Capitalized R&D costs 5,854 13,676

6 unchanged sentences

Rental equipment and Property, plant and equipment ( 19,017 ) ( 14,960 )

Stock based compensation ( 270 ) —

Lease asset ( 4,293 ) ( 3,545 )

1 unchanged sentence

Expenses not currently deductible for book purposes ( 1,689 ) ( 1,351 )

Other ( 2,429 ) —

Total deferred income tax liabilities $ ( 51,467 ) $ ( 41,896 )

188 unchanged sentences

Principal Liability Driven Solution CIT II 6,589 6,589

Principal/BlackRock International Equity 142 — 142 —

Principal/Causeway International Value 134 — 134 —

Principal/BlackRock Large Cap Growth Index Fund 214 — 214 —

Principal/BlackRock Large Cap Value Index Fund 214 — 214 —

Principal/Multi-Manager Small Cap 229 — 229 —

Principal/BlackRock Russell 2000 Index Fund 76 — 76 —

Principal/BlackRock S&P Mid Cap Index Fund 99 — 99 —

Principal/MFS Value CIT F 106 — 106 —

Rowe Price Large-Cap Growth Managed CIT 106 — 106 —

Rowe Price Equity Income Managed CIT 106 — 106 —

Cash & Short-term Investments 361 361 — —

19 unchanged sentences

Supplemental Executive Retirement Plan (the “SERP”), effective as of January 3, 2011.

The SERP will benefit certain key management or other highly compensated employees of the Company and/or certain subsidiaries who are selected by the Compensation Committee and approved by the Board to participate.

The SERP is intended to provide a benefit from the Company upon retirement, death or disability, or a change in control of the Company.

Accordingly, the SERP obligates the Company to pay to a participant a Retirement Benefit (as defined in the SERP) upon the occurrence of certain payment events to the extent a participant has a vested right thereto.

The SERP will benefit certain key management or other highly compensated employees of the Company and/or certain subsidiaries who were selected by the Compensation Committee and approved by the Board to participate.

The SERP was intended to provide a benefit from the Company upon retirement, death or disability, or a change in control of the Company.

Accordingly, the SERP obligated the Company to pay to a participant a Retirement Benefit (as defined in the SERP) upon the occurrence of certain payment events to the extent a participant has a vested right thereto.

A participant’s right to his or her Retirement Benefit becomes vested in the Company’s contributions upon 10 years of Credited Service (as defined in the SERP) or a change in control of the Company.

7 unchanged sentences

As of December 31, 2025, the current retirement benefit (as defined in the plan) for the participants ranges from 10 % to 20 %.

As of December 31, 2025, the SERP was closed to new participants.

The change in the Projected Benefit Obligation (PBO) as of December 31, 2025 and 2024, is shown below:

18 unchanged sentences

Net periodic benefit cost $ 1,048 $ 1,017

The Company estimates that $ 0.3 million of unrecognized actuarial expense will be amortized from Accumulated other comprehensive income into net periodic benefit costs during 2025.

The Company estimates that no unrecognized actuarial expense will be amortized from Accumulated other comprehensive income into net periodic benefit costs during 2026.

In determining the projected benefit obligation and the net pension cost, we used the following significant weighted-average assumptions:

129 unchanged sentences

Australia 844 918 1,097

Germany 167 — —

Total long-lived assets $ 608,232 $ 592,493 $ 605,139

8 unchanged sentences

Like other industrial concerns, the Company’s manufacturing operations entail the risk of noncompliance, and there can be no assurance that the Company will not incur material costs or other liabilities as a result thereof.

SUBSEQUENT EVENTS

On January 26, 2026, the Company acquired 100 % of the issued and outstanding equity capital of Petersen Industries, LLC (“Petersen”).

Petersen is a leading manufacturer of specialized truck-mounted grapple loader equipment, serving both municipal and industrial customers.

The signing of the acquisition purchase agreement was previously announced on December 10, 2025.

The primary reason for the Petersen acquisition was to acquire business operations in an adjacent market, truck-mounted grapple loader equipment, where the Company sees compelling future opportunities.

The acquisition price was $ 166.5 million plus customary working capital adjustments and was funded through the Company’s cash and its Revolver Facility.

The Company is in the process of performing a preliminary allocation of the purchase price to the identifiable assets acquired and liabilities assumed.

Because the valuation procedures are ongoing, the Company is unable to provide the initial allocation of the purchase price at this time.

The results of Petersen will be included in the Company’s consolidated financial statements beginning on the acquisition date.

Management has evaluated this subsequent event and determined that it does not require adjustment to the consolidated financial statements as of December 31, 2025, but does require disclosure to ensure the financial statements are not misleading.

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.

What changed 10-K

Item 9A. Controls and Procedures