What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-06 compared with 2025-11-05 · 132 added, 326 removed, 417 unchanged (52% of the section changed)

3 unchanged sentences

(In millions, except share and per share data, unaudited)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Current assets:

21 unchanged sentences

Accrued employee related liabilities 48.6 51.2

Accrued loss reserves 1.8 1.7

Other current liabilities 52.0 52.0

8 unchanged sentences

Common stock – authorized 40,000,000 shares of $ 0.20 par value;

issued and outstanding – 22,875,841 as of September 30, 2025 and 22,803,976 as of December 31, 2024

issued and outstanding – 22,974,770 as of March 31, 2026 and 22,877,530 as of December 31, 2025

Additional paid-in capital 149.7 149.6

10 unchanged sentences

(In millions, except share and per share data, unaudited)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Net sales $ 396.3 $ 329.4

2 unchanged sentences

Selling, general and administrative expenses 90.2 71.9

Goodwill impairment — — — 20.2

Restructuring and other asset (gains) losses, net ( 0.2 ) 8.4 ( 0.3 ) 8.3

Income (loss) from operations 1.1 ( 7.2 ) 43.0 ( 11.6 )

Other operating gains, net ( 0.1 ) —

Income from operations 9.0 20.5

Other expenses, net:

2 unchanged sentences

Other income, net 0.4 0.6

(Loss) income before income taxes ( 5.1 ) ( 8.5 ) 37.2 ( 17.5 )

Income tax (benefit) provision ( 0.9 ) ( 2.3 ) 10.3 ( 0.6 )

Net (loss) income ( 4.2 ) ( 6.2 ) 26.9 ( 16.9 )

Net (income) loss attributable to noncontrolling interest — — ( 0.1 ) 0.1

Net (loss) income attributable to controlling interest $ ( 4.2 ) $ ( 6.2 ) $ 26.8 $ ( 16.8 )

Income before income taxes 2.8 19.7

Income tax provision 1.5 5.4

Net income 1.3 14.3

Net income attributable to noncontrolling interest — —

Net income attributable to controlling interest $ 1.3 $ 14.3

Per share data:

(Loss) earnings per common share - Basic $ ( 0.18 ) $ ( 0.27 ) $ 1.17 $ ( 0.74 )

(Loss) earnings per common share - Diluted $ ( 0.18 ) $ ( 0.27 ) $ 1.16 $ ( 0.74 )

Earnings per common share - Basic $ 0.06 $ 0.63

Earnings per common share - Diluted $ 0.06 $ 0.62

Weighted average shares outstanding - Basic 22,938,887 22,833,292

4 unchanged sentences

(In millions, unaudited)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Net (loss) income $ ( 4.2 ) $ ( 6.2 ) $ 26.9 $ ( 16.9 )

Three Months Ended March 31,

Net income $ 1.3 $ 14.3

Other comprehensive (loss) income:

2 unchanged sentences

Comprehensive (loss) income ( 0.5 ) 17.4

Comprehensive (income) loss attributable to noncontrolling interest ( 0.1 ) — ( 0.3 ) 0.3

Comprehensive income attributable to noncontrolling interest ( 0.1 ) ( 0.1 )

Comprehensive (loss) income attributable to controlling interest $ ( 0.6 ) $ 17.3

3 unchanged sentences

(In millions, unaudited)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

Net income (loss) $ 26.9 $ ( 16.9 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Net income $ 1.3 $ 14.3

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 14.2 6.4

2 unchanged sentences

Provision for warranties 3.0 6.2

Deferred compensation expense (benefit) 0.1 ( 0.1 )

Share-based compensation 2.6 1.7

Deferred tax provision (benefit) 0.1 ( 6.7 )

Deferred tax benefit ( 0.4 ) ( 1.0 )

Gain on sale of property and equipment, net ( 0.1 ) —

Goodwill impairment — 20.2

Amortization of debt issuance costs 0.5 0.1

Distributions to deferred compensation programs' participants ( 0.9 ) ( 0.8 )

Change in operating assets and liabilities:

Purchase of trading securities, net ( 0.8 ) ( 1.6 )

(Purchase) sale of trading securities, net ( 1.1 ) 0.2

Receivables and other contract assets 5.1 ( 3.9 )

3 unchanged sentences

Accounts payable 13.3 12.6

Accrued loss reserves 0.2 ( 0.3 )

Accrued employee related liabilities ( 3.0 ) —

3 unchanged sentences

Income taxes payable/prepaid 1.5 5.8

Net cash provided by (used in) operating activities 25.3 ( 13.6 )

Net cash provided by operating activities 40.7 20.5

Cash flows from investing activities:

2 unchanged sentences

Proceeds from sale of property and equipment 0.1 —

Proceeds from insurance 0.1 —

Purchase of investments ( 0.6 ) ( 0.4 )

4 unchanged sentences

(In millions, unaudited)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from financing activities:

2 unchanged sentences

Repayments of borrowings on credit facilities and bank loans ( 73.2 ) ( 106.9 )

Payment of debt issuance costs ( 10.4 ) —

Sale of Company stock by deferred compensation programs, net 0.1 0.2

Withholding tax paid upon vesting of share-based compensation awards ( 2.6 ) ( 0.7 )

Net cash provided by financing activities 212.4 19.5

Net cash provided by (used in) financing activities 39.0 ( 15.0 )

Effect of exchange rates on cash ( 0.5 ) 0.5

Decrease in cash, cash equivalents and restricted cash ( 21.5 ) ( 7.9 )

Increase in cash, cash equivalents and restricted cash 3.0 1.8

Cash, cash equivalents and restricted cash, beginning of period 72.0 90.8

16 unchanged sentences

Net income — — — — — 1.3 — 1.3

Other comprehensive income — — — 3.0 — — 0.1 3.1

Other comprehensive (loss) income — — — ( 1.9 ) — — 0.1 ( 1.8 )

Dividends ($ 0.13 per share)

4 unchanged sentences

Balance, March 31, 2026 22,974,770 $ 4.6 $ 149.7 $ ( 42.5 ) $ ( 0.2 ) $ 566.5 $ — $ 678.1

Net income — — — — — 16.7 0.1 16.8

Other comprehensive income — — — 6.4 — — — 6.4

Dividends ($ 0.13 per share)

— — — — — ( 3.0 ) — ( 3.0 )

Share-based compensation — — 1.5 — — — — 1.5

Issuance of common stock under incentive plan 34,626 — — — — — — —

Deferred compensation programs' transactions, net — — — — 0.1 — — 0.1

Balance, June 30, 2025 22,874,713 $ 4.6 $ 145.5 $ ( 41.7 ) $ ( 0.2 ) $ 566.7 $ — $ 674.9

Net loss — — — — — ( 4.2 ) — ( 4.2 )

Other comprehensive (loss) income — — — ( 0.5 ) — — 0.1 ( 0.4 )

Dividends ($ 0.13 per share)

— — 0.1 — — ( 3.1 ) — ( 3.0 )

Share-based compensation — — 1.7 — — — — 1.7

Issuance of common stock under incentive plan 1,128 — — — — — — —

Deferred compensation programs' transactions, net — — — — — — — —

Balance, September 30, 2025 22,875,841 $ 4.6 $ 147.3 $ ( 42.2 ) $ ( 0.2 ) $ 559.4 $ 0.1 $ 669.0

ASTEC INDUSTRIES, INC.

Consolidated Statements of Equity (Continued)

(In millions except share and per share data, unaudited)

Common Stock Common Stock Amount Additional Paid-in-Capital Accumulated Other Comprehensive Loss Company Shares Held by DCP Retained Earnings Noncontrolling Interest Total Equity

Balance, December 31, 2024 22,803,976 $ 4.6 $ 142.9 $ ( 51.1 ) $ ( 0.3 ) $ 541.7 $ ( 0.2 ) $ 637.6

Net income (loss) — — — — — 3.4 ( 0.1 ) 3.3

Other comprehensive loss — — — ( 4.4 ) — — — ( 4.4 )

Net income — — — — — 14.3 — 14.3

Other comprehensive income — — — 3.0 — — 0.1 3.1

Dividends ($ 0.13 per share)

4 unchanged sentences

Balance, March 31, 2025 22,840,087 $ 4.6 $ 144.0 $ ( 48.1 ) $ ( 0.3 ) $ 553.0 $ ( 0.1 ) $ 653.1

Net loss — — — — — ( 14.0 ) — ( 14.0 )

Other comprehensive loss — — — ( 1.2 ) — — ( 0.2 ) ( 1.4 )

Dividends ($ 0.13 per share)

— — — — — ( 3.0 ) — ( 3.0 )

Share-based compensation — — 1.1 — — — — 1.1

Issuance of common stock under incentive plan 35,618 0.1 — — — — — 0.1

Withholding tax paid upon equity award vesting — — ( 0.1 ) — — — — ( 0.1 )

Deferred compensation programs' transactions, net — — — — 0.1 — — 0.1

Balance, June 30, 2024 22,800,581 $ 4.6 $ 140.3 $ ( 43.7 ) $ ( 0.7 ) $ 532.8 $ — $ 633.3

Net loss — — — — — ( 6.2 ) — ( 6.2 )

Other comprehensive income — — — 5.8 — — — 5.8

Dividends ($ 0.13 per share)

— — — — — ( 3.0 ) — ( 3.0 )

Share-based compensation — — 1.4 — — — — 1.4

Issuance of common stock under incentive plan 1,204 — — — — — — —

Deferred compensation programs' transactions, net — — ( 0.1 ) — 0.2 — — 0.1

Balance, September 30, 2024 22,801,785 $ 4.6 $ 141.6 $ ( 37.9 ) $ ( 0.5 ) $ 523.6 $ — $ 631.4

The accompanying notes are an integral part of these unaudited consolidated financial statements.

28 unchanged sentences

Noncontrolling interest in the Company's consolidated financial statements represents the 7 % interest in a consolidated subsidiary which is not owned by the Company.

Since the Company controls this subsidiary, the subsidiary's financial statements are consolidated with those of the Company, and the noncontrolling owner's 7 % share of the subsidiary's net assets and results of operations is deducted and reported as "Noncontrolling interest" in the Consolidated Balance Sheets and as "Net (income) loss attributable to noncontrolling interest" in the Consolidated Statements of Operations.

Since the Company controls this subsidiary, the subsidiary's financial statements are consolidated with those of the Company, and the noncontrolling owner's 7 % share of the subsidiary's net assets and results of operations is deducted and reported as "Noncontrolling interest" in the Consolidated Balance Sheets and as "Net income attributable to noncontrolling interest" in the Consolidated Statements of Operations.

The Company executed an agreement in February 2022 with the noncontrolling interest holder to acquire their outstanding interest in full for R$ 10.0 M (approximately $ 2.0 million, subject to the effect of exchange rates).

6 unchanged sentences

Actual results could differ from those estimates.

In the opinion of management, the consolidated financial statements contain all adjustments necessary for a fair statement of the results of operations and comprehensive (loss) income for the three and nine months ended September 30, 2025 and 2024, the financial position as of September 30, 2025 and December 31, 2024 and the cash flows for the nine months ended September 30, 2025 and 2024, and, except as otherwise discussed herein, such adjustments consist only of those of a normal recurring nature.

In the opinion of management, the consolidated financial statements contain all adjustments necessary for a fair statement of the results of operations and comprehensive (loss) income for the three months ended March 31, 2026 and 2025, the financial position as of March 31, 2026 and December 31, 2025 and the cash flows for the three months ended March 31, 2026 and 2025, and, except as otherwise discussed herein, such adjustments consist only of those of a normal recurring nature.

The interim results are not necessarily indicative of results that may be achieved in a full reporting year.

1 unchanged sentence

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280):

Improvement to Reportable Segment Disclosures", which requires entities to disclose significant segment expenses, other segment items, the title and position of the chief operating decision maker ("CODM") and information related to how the CODM assesses segment performance and allocates resources, among certain other required disclosures.

Additionally, current annual disclosures will be required in interim periods.

The new standard is effective, on a retrospective basis, for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted this guidance beginning with the form 10-K filing for the year ended December 31, 2024.

See Note 12, Operations by Industry Segment and Geographic Area for additional information on the Company's reportable segments.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740):

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, "Income Taxes (Topic 740):

Improvements to Income Tax Disclosures," which requires entities to disclose specific categories in the income tax rate reconciliation and provide additional information for reconciling items that meet a specified quantitative threshold.

In addition, the new standard requires disclosure of the amount of income taxes paid disaggregated by federal, state and foreign taxes and by jurisdiction for exceeding a specified quantitative threshold.

The new standard requires disclosure of the amount of income taxes paid disaggregated by federal, state and foreign taxes and by jurisdiction for exceeding a specified quantitative threshold.

Additionally, income or loss from continuing operations before income tax will be required to be disaggregated between domestic and foreign classifications, and income tax expense will be required to be disaggregated between federal, state and foreign classifications.

The new standard is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with retrospective application permitted.

The Company is currently evaluating the impact this ASU will have on its financial statement disclosures, but this standard will not impact the Company's results of operations, financial position or cash flows.

The Company adopted this guidance prospectively beginning with the Form 10-K filing for the year ended December 31, 2025.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

3 unchanged sentences

Recent accounting guidance not discussed above is not applicable, did not have or is not expected to have a material impact on the Company.

On July 1, 2025 (the "Closing Date"), the Company completed the acquisition of TerraSource Holdings, LLC ("TerraSource"), a market-leading manufacturer of material processing equipment and related aftermarket parts serving complementary crushing, screening and separation applications (such acquisition, the "Acquisition").

CWMF Acquisition

On January 1, 2026, the Company completed the acquisition of CWMF, LLC ("CWMF"), a manufacturer of portable and stationary asphalt plant equipment and parts.

The total cash consideration paid by the Company to the sellers of CWMF was $ 69.9 million, and was funded by a combination of incremental borrowings on the Company's credit facilities and cash on hand.

The acquisition increases production capacity in the Company's Infrastructure Solutions segment.

Pro forma financial information is not included since the acquisition is not significant.

Acquisition-related costs of $ 0.4 million were expensed as incurred during the three months ended March 31, 2026.

These costs are recorded in "Selling, general and administrative expenses" in the Consolidated Statements of Operations.

Additionally, $ 0.4 million related to the amortization of acquisition-related inventory fair-value step-up was recorded in "Cost of sales" during the three months ended March 31, 2026.

The following table summarizes the preliminary purchase price allocation for the acquisition, which is subject to change as the Company continues to evaluate the fair value of the assets acquired and liabilities assumed:

(in millions) Amount

Payment to equity holders $ 68.1

Transaction expenses paid on behalf of the seller 1.8

Aggregate purchase consideration 69.9

Identifiable assets acquired:

Cash, cash equivalents and restricted cash 2.1

Inventories 11.9

Other current assets 1.1

Property and equipment, net 14.9

Intangible assets, net 31.1

Total assets acquired 61.1

Total liabilities assumed 12.9

Total identifiable net assets 48.2

Goodwill $ 21.7

The preliminary purchase price allocation presented above was based on management's estimate of the fair values of the acquired assets and assumed liabilities using valuation techniques including the income, market and cost approaches.

The goodwill is attributable to the differences between the estimated fair value of the consideration transferred and the estimated fair value of the assets acquired, and liabilities assumed.

The goodwill is expected to be deductible for tax purposes.

The following table summarizes the identifiable definite-lived intangible assets acquired.

All intangible assets acquired in the CWMF acquisition are subject to amortization:

(in millions except useful lives) Fair Value Estimated Useful Life (in years)

Customer relationships $ 25.9 7

Trade names 4.5 10

Total identifiable definite-lived intangible assets acquired $ 31.1

TerraSource Acquisition

Pursuant to the acquisition, the Company acquired 100 % of the equity interests of TerraSource.

2 unchanged sentences

The acquired TerraSource business is included in the Company's Materials Solutions reportable segment.

The Company financed the purchase price and related fees and expenses using net proceeds from a credit agreement entered into with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto from time to time (the "2025 Credit Agreement").

See Note 8, Debt for additional details on financing transactions.

Total transaction costs, inclusive of the amortization of the acquisition-related inventory fair value step-up, of $ 8.1 million and $ 10.3 million were expensed as incurred during the three and nine months ended September 30, 2025, respectively, for the Acquisition.

Transaction costs of $ 4.3 million were recorded in "Cost of sales" in the Consolidated Statements of Operations during the three months ended September 30, 2025.

Transaction costs of $ 3.8 million and $ 6.0 million were recorded in "Selling, general and administrative expenses" in the Consolidated Statements of Operations during the three and nine months ended September 30, 2025, respectively.

Total acquisition-related costs of $ 6.7 million were expensed as incurred related to the acquisition, of which $ 0.7 million were incurred during the three months ended March 31, 2025.

These costs are recorded in "Selling, general and administrative expenses" in the Consolidated Statements of Operations.

Additionally, $ 1.0 million related to the amortization of acquisition-related inventory fair-value step-up was recorded in "Cost of sales" during the three months ended March 31, 2026.

In the first quarter of 2026, the Company recorded a $ 2.1 million adjustment related to a refined valuation of deferred tax liabilities, which was offset in goodwill.

21 unchanged sentences

The goodwill is attributable to the differences between the estimated fair value of the consideration transferred and the estimated fair value of the assets acquired, and liabilities assumed.

Goodwill of $ 15.4 million is expected to be deductible for tax purposes.

Goodwill of $ 17.4 million was deductible for tax purposes.

The following table summarizes the identifiable definite-lived intangible assets acquired.

6 unchanged sentences

Total identifiable definite-lived intangible assets acquired $ 127.2

The acquired TerraSource business contributed revenues and a net loss of $ 40.5 million and $ 4.7 million, respectively, during the three months ended September 30, 2025.

Pro Forma Financial Information

The following unaudited pro forma summary information reflects the consolidated results of the Company's operations as if the acquisition had been completed on January 1, 2024.

The information presented below is provided for illustrative purposes only

and does not purport to represent what the Company's consolidated results of operations would have been had the Acquisition actually occurred as of January 1, 2024.

Three Months Ended September 30, Nine Months Ended September 30,

(in millions) 2025 2024 2025 2024

The information presented below is provided for illustrative purposes only and does not purport to represent what the Company's consolidated results of operations would have been had the acquisition actually occurred as of January 1, 2024.

(in millions) Three Months Ended March 31, 2025

Revenue $ 362.8

Net income (loss) $ 5.8 $ ( 11.5 ) $ 29.1 $ ( 39.2 )

Net income 12.9

These pro forma amounts have been calculated after applying the Company's accounting policies and adjusting to illustrate the impact of amortization and depreciation expense related to acquired intangible and tangible assets, respectively, incremental interest costs on the borrowings used to fund the acquisition, amortization of an increase in the fair value of inventory acquired, transaction costs and the related tax impact associated with these adjustments.

1 unchanged sentence

Inventories consist of the following:

(in millions) September 30, 2025 December 31, 2024

(in millions) March 31, 2026 December 31, 2025

Raw materials and parts $ 310.2 $ 309.6

12 unchanged sentences

Investments are carried at their fair value based on quoted market prices for identical or similar assets or, where no quoted prices exist, other observable inputs for the asset.

The fair values of foreign currency exchange contracts are based on quotations from various banks for similar instruments using models with market-based inputs.

Financial assets and liabilities are categorized based on the level of judgment associated with the inputs used to measure their fair value.

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Level 3 - Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

As indicated in the tables below, the Company has determined that all of its financial assets and liabilities as of September 30, 2025 and December 31, 2024 are Level 1 and Level 2 in the fair value hierarchy defined above:

September 30, 2025

As indicated in the tables below, the Company has determined that all of its financial assets and liabilities as of March 31, 2026 and December 31, 2025 are Level 1 and Level 2 in the fair value hierarchy defined above:

March 31, 2026

(in millions) Level 1 Level 2 Total

8 unchanged sentences

government securities 3.7 — 3.7

Asset-backed securities — 8.7 8.7

Agency collateralized mortgage obligations — 8.4 8.4

Exchange traded funds 0.4 — 0.4

16 unchanged sentences

government securities 2.4 — 2.4

Asset-backed securities — 7.1 7.1

Agency collateralized mortgage obligations — 8.5 8.5

Exchange traded funds 0.4 — 0.4

5 unchanged sentences

Total financial liabilities $ — $ 6.7 $ 6.7

The Company tests goodwill for impairment annually on October 1, or more frequently should circumstances change or events occur that would more likely than not reduce the fair value of a reporting unit below its carrying value between annual impairment tests.

During the second quarter of 2024, the Company identified that indicators of goodwill impairment were present due to macroeconomic conditions at the time, including declines in the Company's publicly quoted share price and increased interest rates, as well as lower than expected operating results.

These factors indicated that one or more of the Company's reporting

units may have fallen below their carrying amounts.

Management elected to perform a qualitative assessment on all reporting units, and the Company concluded that a further quantitative analysis was required for the Materials Solutions reporting unit.

The Company determined the fair value of the Materials Solutions reporting unit using an equally weighted combination of the discounted cash flow method, a form of the income approach, and the guideline public company method, a form of the market approach.

The significant assumptions used under the discounted cash flow method are projected net sales, projected earnings before interest, tax, depreciation and amortization ("EBITDA"), terminal growth rates, and the cost of capital.

Projected net sales, projected EBITDA and terminal growth rates were determined to be significant assumptions because they are primary drivers of the projected cash flows in the discounted cash flow fair value model.

Cost of capital was also determined to be a significant assumption as it is the discount rate used to calculate the current fair value of those projected cash flows.

The Company calculates the discount rate based on a market-participant, risk-adjusted weighted average cost of capital, which considers industry specific rates of return on debt and equity capital for a target industry capital structure, adjusted for risks associated with business size, geography and other factors specific to the reporting unit.

A change in the discount rate, as a result of a change in economic conditions or otherwise, could result in the carrying value of the reporting unit exceeding its fair value.

For the guideline public company method, significant assumptions relate to the selection of appropriate guideline companies and related valuation multiples used in the market analysis.

Based on the quantitative impairment test, the Company determined that the carrying value of the Materials Solutions reporting unit exceeded its fair value as of June 30, 2024.

As a result, the Company recognized a pretax non-cash goodwill impairment charge of $ 20.2 million in "Goodwill impairment" in the Consolidated Statements of Operations to fully impair the goodwill allocated to the Materials Solutions reporting unit.

The Company completed the Acquisition during the three months ended September 30, 2025, which increased goodwill $ 85.1 million.

The changes in the carrying amount of goodwill and accumulated impairment losses by reporting segment during the nine months ended September 30, 2025 and the year ended December 31, 2024 are as follows:

(in millions) Infrastructure Solutions Materials Solutions Total

Balance, December 31, 2023:

Goodwill $ 48.0 $ 32.3 $ 80.3

Accumulated impairment losses ( 21.8 ) ( 12.2 ) ( 34.0 )

Net $ 26.2 $ 20.1 $ 46.3

2024 Activity:

Foreign currency translation $ ( 1.2 ) $ 0.1 $ ( 1.1 )

Impairment — ( 20.2 ) ( 20.2 )

Total 2024 activity

$ ( 1.2 ) $ ( 20.1 ) $ ( 21.3 )

Balance, December 31, 2024:

Goodwill $ 46.8 $ 32.2 $ 79.0

Accumulated impairment ( 21.8 ) ( 32.2 ) ( 54.0 )

Net $ 25.0 $ — $ 25.0

2025 Activity:

Foreign currency translation $ 0.6 $ ( 0.3 ) $ 0.3

Acquisitions — 85.1 85.1

Total 2025 activity

$ 0.6 $ 84.8 $ 85.4

Balance, September 30, 2025:

Goodwill $ 47.4 $ 117.0 $ 164.4

Accumulated impairment ( 21.8 ) ( 32.2 ) ( 54.0 )

Net $ 25.6 $ 84.8 $ 110.4

Product Warranty Reserves

4 unchanged sentences

The product warranty liability is primarily based on historical claim rates, nature of claims and the associated costs.

Changes in the Company's product warranty liability for the three and nine month periods ended September 30, 2025 and 2024 are as follows:

Three Months Ended September 30, Nine Months Ended September 30,

Changes in the Company's product warranty liability for the three month periods ended March 31, 2026 and 2025 are as follows:

Three Months Ended March 31,

(in millions) 2026 2025

8 unchanged sentences

Changes in assumptions, as well as changes in actual experience, could cause these estimates to change in the future.

Total accrued loss reserves were $ 6.5 million and $ 6.3 million as of September 30, 2025 and December 31, 2024, respectively, of which $ 4.7 million and $ 4.6 million were included in "Other long-term liabilities" in the Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024, respectively.

On July 1, 2025 (the "Financing Effective Date"), the Company entered into the 2025 Credit Agreement with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto from time to that provides for (i) a revolving credit facility, a term loan facility, a swingline facility and a letter of credit facility, in an initial aggregate amount of up to $ 600.0 million and (ii) an incremental facilities limit in an aggregate amount not to exceed $ 150.0 million (collectively, the "2025 Credit Facilities").

Loans advanced under the revolving credit facility and the term loan facility must be repaid on (i) July 1, 2030 or (ii) earlier as specified in the 2025 Credit Agreement.

On the Financing Effective Date, the Company used the proceeds from the term loan facility, together with cash on hand, to (i) finance the Acquisition, (ii) repay existing indebtedness of the Company and its subsidiaries, including repayment of all amounts outstanding under the previous 2022 Credit Facilities, and (iii) the payment of transaction expenses incurred in connection with the Acquisition and the 2025 Credit Facilities.

At the Company’s election, revolving credit loans and term loans advanced under the 2025 Credit Agreement bears interest at a rate per annum equal to (i) a forward-looking term rate based on the secured overnight financing rate for the applicable interest period ("Term SOFR"), as selected by the Company, plus an applicable margin ranging between 1.75 % and 2.75 % per annum, or (ii) the highest of the Wells Fargo Bank, National Association prime rate, the Federal Funds rate plus 0.50 %, and Term SOFR for a one month tenor in effect on such day plus 1.00 % (“Base Rate”), plus an applicable margin ranging between 0.75 % and 1.75 % per annum.

Swingline loans shall bear interest at the Base Rate, plus an applicable margin ranging between 0.75 % and 1.75 % per annum.

The Company also pays a commitment fee ranging from 0.15 % to 0.35 % per annum to the lenders under the revolving credit facility on the average amount by which the aggregate commitments of the lenders exceed utilization of the revolving credit facility.

The applicable margins and the commitment fee are determined based on the Company's Consolidated Total Net Leverage Ratio (as defined in the 2025 Credit Agreement) at the relevant time.

The obligations of the Company in respect of the 2025 Credit Facilities are secured and are guaranteed by the U.S.

domestic subsidiaries of the Company, subject to customary exceptions.

The 2025 Credit Agreement includes certain affirmative and negative covenants that impose restrictions on the Company's financial and business operations, including limitations on liens, indebtedness, fundamental changes and changes in the nature of the Company's business.

These limitations are subject to customary exceptions.

The Company will also be required to maintain a (i) Consolidated Total Net Leverage Ratio of not more than 3.50 to 1.00 as of the last day of any fiscal quarter, which may be increased to 4.00 to 1.00 in connection with a material permitted acquisition and subject to the terms of the 2025 Credit Agreement, and (ii) Consolidated Interest Coverage Ratio (as defined in the 2025 Credit Agreement) of at least 2.50 to 1.00 as of the last day of any fiscal quarter.

The 2025 Credit Agreement also contains customary representations and warranties.

The 2025 Credit Agreement contains events of default customary for this type of financing, including a cross default and cross acceleration provision to certain other material indebtedness of the Company and its subsidiaries.

Upon the occurrence of an event of default, the outstanding obligations under the 2025 Credit Agreement may be accelerated and become due and payable immediately.

In addition, if certain change of control events occur with respect to the Company, the Company will be required to repay the loans outstanding under the 2025 Credit Facilities.

Additional details for the 2025 Credit Facilities are summarized below:

(in millions, except maturity date) September 30, 2025

Revolving Line of Credit

Line of credit - maximum $ 250.0

Incremental credit facility - maximum 150.0

Letters of credit - maximum 30.0

Borrowings outstanding —

Amount of letters of credit outstanding 5.2

Line of credit, additional borrowing capacity 244.8

Unamortized debt issuance costs

"Prepaid expenses and other assets"

"Other long-term assets"

Current maturities $ 17.5

Long-term maturities 328.1

Maturity date July 1, 2030

Unamortized debt issuance costs

"Current maturities of long-term debt"

"Long-term debt"

For the three months ended September 30, 2025, the Company recorded an income tax benefit of $ 0.9 million, reflecting a 17.6 % effective tax rate, compared to $ 2.3 million for the three months ended September 30, 2024, reflecting a 27.1 % effective tax rate.

The income tax benefit for the three months ended September 30, 2025 was lower compared to the same period in 2024 primarily due to lower pretax book loss and changes in the relative weighting of jurisdictional income and loss.

For the nine months ended September 30, 2025, the Company recorded income tax expense of $ 10.3 million, reflecting a 27.7 % effective tax rate, compared to a benefit of $ 0.6 million for the nine months ended September 30, 2024, reflecting a 3.4 % effective tax rate.

The income tax expense for the nine months ended September 30, 2025 as compared to a benefit in the same period in 2024 was primarily due to higher pretax book income and changes in the relative weighting of jurisdictional income and loss, partially offset by a net nondeductible goodwill impairment incurred in 2024.

The Company's recorded liability for uncertain tax positions was $ 17.5 million and $ 16.8 million as of September 30, 2025 and December 31, 2024, respectively.

Liabilities related to the Company's accrued loss reserves consist of the following:

(in millions) March 31, 2026 December 31, 2025

"Other current liabilities"

"Other long-term liabilities"

Total accrued loss reserves $ 6.8 $ 6.9

For the three months ended March 31, 2026, the Company recorded an income tax expense of $ 1.5 million, reflecting a 53.6 % effective tax rate, compared to $ 5.4 million for the three months ended March 31, 2025, reflecting a 27.4 % effective tax rate.

The income tax expense for three months ended March 31, 2026 was lower compared to the same period in 2025, primarily due to lower pretax book income and changes in the relative weighting of jurisdictional income and loss.

The Company's recorded liability for uncertain tax positions was $ 14.3 million and $ 14.1 million as of March 31, 2026 and December 31, 2025, respectively.

The increase is the result of $ 0.2 million of incremental reserves associated with a research and development credit generated during 2026.

Management believes it is reasonably possible that unrecognized tax liabilities will decrease by approximately $ 5.0 million within the next 12 months.

The anticipated decrease primarily reflects the resolution of a previously uncertain tax position, following a change in tax accounting method filed with the internal revenue service, and the expected expiration of statute of limitations in certain jurisdictions.

The company does not expect these reductions to materially affect the tax rate.

The Company regularly assesses the likelihood of an adverse outcome resulting from examinations to determine the adequacy of its tax reserves.

The Company is currently under audit by the U.S.

Internal Revenue Service for the federal income tax return from the 2018 tax year as well as various other state income tax and jurisdictional audits.

As of September 30, 2025, the Company believes that it is more likely than not that the tax positions it has taken will be sustained upon the resolution of its audits, resulting in no material impact on its consolidated financial position, results of operations and cash flows.

However, the final determination with respect to any tax audits, and any related litigation, could be materially different from the Company's estimates and/or from its historical income tax provisions and accruals and could have a material effect on operating results and/

or cash flows in the periods for which that determination is made.

Internal Revenue Service for the federal income tax return from the 2018 and 2023 tax years as well as various other state income tax and jurisdictional audits.

As of March 31, 2026, the Company believes that it is more likely than not that the tax positions it has taken will be sustained upon the resolution of its audits, resulting in no material impact on its consolidated financial position, results of operations and cash flows.

In addition, future period earnings may be adversely impacted by litigation costs, settlements, penalties and/or interest assessments.

On July 4, 2025, the One Big Beautiful Bill Act (the "OBBBA") was enacted into law in the United States.

The OBBBA extends or makes permanent many expiring provisions of the 2017 Tax Cuts and Jobs Act and restores favorable tax treatment for certain business provisions.

The effects of changes in tax laws are required to be recognized in the period in which the legislation is enacted.

As such, the OBBBA had no impact on the financial statements as of September 30, 2025.

Commitments and Contingencies

Certain customers have financed purchases of Company products through arrangements with third-party financing institutions in which the Company is contingently liable for customer debt of $ 1.0 million and $ 1.4 million as of September 30, 2025 and December 31, 2024, respectively.

These arrangements expire at various dates through April 2030.

Certain customers have financed purchases of Company products through arrangements with third-party financing institutions in which the Company is contingently liable for customer debt of $ 0.5 million and $ 0.6 million as of March 31, 2026 and December 31, 2025, respectively.

These arrangements expire at various dates through March 2030.

The agreements provide that the Company will receive the lender's full security interest in the financed equipment if the Company is required to fulfill its contingent liability under these arrangements.

The Company has recorded a liability of $ 0.2 million and $ 0.3 million related to these guarantees as of September 30, 2025 and December 31, 2024, respectively, which were included in "Other current liabilities" in the Consolidated Balance Sheets.

The Company has recorded a liability of $ 0.1 million related to these guarantees as of both March 31, 2026 and December 31, 2025, which were included in "Other current liabilities" in the Consolidated Balance Sheets.

The Company reviews off-balance sheet guarantees individually.

Prior history is considered with respect to the Company having to perform on any off-balance sheet guarantees, as well as future projections of individual customer creditworthiness with respect to assessing credit losses related to off-balance sheet guarantees.

In addition, the Company is contingently liable for letters of credit issued under its $ 250.0 million revolving credit facility (the "2025 Credit Facility"), which outstanding letters of credit totaled $ 5.2 million as of September 30, 2025.

The outstanding letters of credit expire at various dates through September 2026.

Unused letters of credit under the 2025 Credit Facility were $ 24.8 million as of September 30, 2025.

The Company is additionally contingently liable for a total of $ 3.4 million in performance letters of credit and retention guarantees primarily held by its foreign subsidiaries, which are secured by separate credit facilities with various financial institutions as of September 30, 2025.

Unused letters of credit under these separate credit facilities were $ 10.4 million as of September 30, 2025.

The Company has a commitment to purchase a property located in Chattanooga, Tennessee in the first quarter of 2026 for $ 2.8 million .

The Company is currently a party, and may become a party, to various other claims and legal proceedings in the ordinary course of business.

The outstanding letters of credit expire at various dates through April 2027.

Unused letters of credit under the 2025 Credit Facility were $ 24.1 million as of March 31, 2026.

The Company is additionally contingently liable for a total of $ 4.0 million in performance letters of credit and retention guarantees primarily held by its foreign subsidiaries, which are secured by separate credit facilities with various financial institutions as of March 31, 2026.

Unused letters of credit under these separate credit facilities were $ 6.6 million as of March 31, 2026.

The Company is currently a party, and may become a party, to various claims and legal proceedings in the ordinary course of business.

If management believes that a loss arising from any claims and legal proceedings is probable and can reasonably be estimated, the Company records the amount of the loss (excluding estimated legal fees) or, when the loss is estimated using a range and no point within the range is more probable than another, the minimum estimated liability.

4 unchanged sentences

If an unfavorable ruling were to occur, there exists the possibility of a material adverse effect on the Company's financial position, cash flows or results of operations.

Previously Settled Matters

The Company and certain of its former executive officers were previously named as defendants in a putative shareholder class action lawsuit filed in 2019.

In September 2024, the court formally approved the parties' agreement to settle the action for $ 13.7 million, which was funded entirely by the Company's insurance carriers, and the settlement agreement was entered into between the parties.

In September 2024, the Company reached an agreement to resolve the matter styled 37 Building Products, Ltd.

Telsmith, Inc., et al.

(the "37 BP Litigation") for $ 6.3 million, which the Company paid that same month.

Upon settlement, the full loss contingency of $ 8.2 million, inclusive of post-judgment interest, which was recorded as of June 30, 2024 was released.

The $ 1.9 million net benefit derived from the loss contingency release offset by the final settlement amount was recorded in "Selling, general and administrative expenses" in the Consolidated Statements of Operations during the third quarter of 2024.

In October 2024, the Company reached an agreement to resolve the action styled VenVer S.A.

and Americas Coil Tubing LLP v.

for $ 8.4 million, which was paid in the fourth quarter of 2024.

In connection with this settlement, management

recorded a loss in "Restructuring, impairment and other asset charges, net" in the Consolidated Statements of Operations during the third quarter of 2024.

Revenue Recognition

The following tables disaggregate the Company's revenue by major source for the three and nine-month periods ended September 30, 2025 and 2024 (excluding intercompany sales):

Three Months Ended September 30, 2025 Three Months Ended September 30, 2024

The following tables disaggregate the Company's revenue by major source for the three-month periods ended March 31, 2026 and 2025 (excluding intercompany sales):

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

(in millions) Infrastructure Solutions Materials Solutions Total Infrastructure Solutions Materials Solutions Total

11 unchanged sentences

Service and equipment installation revenue 0.3 2.8 3.1 0.3 2.7 3.0

Freight revenue 0.2 0.7 0.9 0.2 0.5 0.7

Other — — — — ( 0.4 ) ( 0.4 )

Total international revenue 9.6 60.1 69.7 8.4 71.8 80.2

Total net sales $ 193.2 $ 156.9 $ 350.1 $ 165.0 $ 126.4 $ 291.4

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

(in millions) Infrastructure Solutions Materials Solutions Total Infrastructure Solutions Materials Solutions Total

Net Sales-Domestic:

Equipment sales $ 374.0 $ 144.2 $ 518.2 $ 352.5 $ 114.6 $ 467.1

Parts and component sales 172.7 76.1 248.8 160.9 61.1 222.0

Service and equipment installation revenue 21.4 3.5 24.9 18.1 0.5 18.6

Used equipment sales — 2.7 2.7 — — —

1 unchanged sentence

Other — 0.1 0.1 — ( 0.1 ) ( 0.1 )

Total domestic revenue 591.8 224.4 816.2 549.7 176.8 726.5

Net Sales-International:

Equipment sales 28.4 88.1 116.5 22.1 119.9 142.0

Parts and component sales 12.1 52.7 64.8 15.5 51.2 66.7

Service and equipment installation revenue 0.7 8.8 9.5 0.6 8.1 8.7

Freight revenue 0.7 2.1 2.8 0.7 1.9 2.6

Other 0.1 ( 0.1 ) — — ( 0.4 ) ( 0.4 )

Total international revenue 16.5 60.8 77.3 14.3 41.3 55.6

Total net sales $ 237.0 $ 159.3 $ 396.3 $ 236.0 $ 93.4 $ 329.4

As of September 30, 2025, the Company had contract assets of $ 2.6 million and contract liabilities, excluding customer deposits, of $ 7.2 million, including $ 1.3 million of deferred revenue related to extended warranties.

As of March 31, 2026, the Company had contract assets of $ 5.6 million and contract liabilities, excluding customer deposits, of $ 6.0 million, including $ 1.6 million of deferred revenue related to extended warranties.

As of December 31, 2025, the Company had contract assets of $ 5.9 million and contract liabilities, excluding customer deposits, of $ 7.7 million, including $ 1.4 million of deferred revenue related to extended warranties.

8 unchanged sentences

Segment Operating Adjusted EBITDA is defined as net income or loss before the impact of interest income or expense, income taxes, depreciation and amortization and certain other adjustments that are not considered by the CODM in the evaluation of ongoing operating performance.

Beginning January 1, 2026, the Company's presentation of Segment Operating Adjusted EBITDA has been modified to include the gain or loss on sale of property and equipment.

Prior periods have been revised to reflect this change.

A brief description of each segment is as follows:

1 unchanged sentence

The sites based in North America within the Infrastructure Solutions segment are primarily manufacturing operations, while those located outside of North America generally service and install equipment and provide parts in the regions in which they operate for many of the products produced by all of the Company's manufacturing sites.

The primary purchasers of the products produced by this segment are asphalt and concrete producers, highway and heavy

equipment contractors, commercial and residential paving contractors, utility contractors, forestry and environmental recycling contractors and domestic and foreign governmental agencies.

The primary purchasers of the products produced by this segment are asphalt and concrete producers, highway and heavy equipment contractors, commercial and residential paving contractors, utility contractors, forestry and environmental recycling contractors and domestic and foreign governmental agencies.

Materials Solutions - Sites within the Materials Solutions segment design and manufacture heavy equipment used in aggregate and minerals processing operations in addition to servicing, rebuilding and supplying parts.

3 unchanged sentences

The principal purchasers of aggregate processing equipment include distributors, highway and heavy equipment contractors, sand and gravel producers, demolition, recycling and crushing contractors, open mine operators, quarry operators, port and inland terminal authorities, power stations and foreign and domestic governmental agencies.

The acquired TerraSource business is included in the Material Solutions segment.

Asset information for the Company's reportable segments is set forth below:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(in millions) Infrastructure Solutions Materials Solutions Total Infrastructure Solutions Materials Solutions Total

1 unchanged sentence

Revenue, significant expense and capital expenditure information for the Company's reportable segments is set forth below:

Three Months Ended September 30, 2025 Three Months Ended September 30, 2024

(in millions) Infrastructure Solutions Materials Solutions Total Infrastructure Solutions Materials Solutions Total

Reportable segment revenues:

Revenues from external customers $ 193.2 $ 156.9 $ 350.1 $ 165.0 $ 126.4 $ 291.4

Intersegment revenues 7.2 1.5 8.7 25.7 1.4 27.1

Total revenues - reportable segments $ 200.4 $ 158.4 $ 358.8 $ 190.7 $ 127.8 $ 318.5

Significant reportable segment expenses:

Manufacturing operation costs:

Equipment $ 86.4 $ 63.4 $ 149.8 $ 80.2 $ 67.3 $ 147.5

Parts 26.0 29.7 55.7 24.2 21.1 45.3

Other 26.0 19.1 45.1 36.9 8.5 45.4

General and administrative 12.8 13.1 25.9 12.4 4.8 17.2

Sales and marketing 10.2 10.1 20.3 9.8 6.6 16.4

Quality costs (1)

5.4 2.9 8.3 4.2 2.9 7.1

Research and development 4.0 2.3 6.3 3.6 2.0 5.6

Inventory period costs (2)

6.0 2.4 8.4 3.8 0.5 4.3

Other segment items (3)

( 0.3 ) — ( 0.3 ) — ( 0.4 ) ( 0.4 )

Reportable Segment Operating Adjusted EBITDA $ 23.9 $ 15.4 $ 39.3 $ 15.6 $ 14.5 $ 30.1

Reportable segment capital expenditures $ 2.7 $ 1.5 $ 4.2 $ 2.0 $ 0.6 $ 2.6

(1) Quality costs related to repair or other remediation expenses incurred for corrective action on product failures covered by warranties or voluntarily for certain warranty-type expenses occurring after the normal warranty period expires to help protect the reputation of the Company's products and maintain the goodwill of customers.

(2) Inventory period costs primarily relate to inventory reserves and adjustments and net scrap sales.

(3) Other segment items consists of foreign exchange gains and losses, investment income and loss and other income and expense amounts that are included in Segment Operating Adjusted EBITDA that are not considered to be significant segment expenses.

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

(in millions) Infrastructure Solutions Materials Solutions Total Infrastructure Solutions Materials Solutions Total

21 unchanged sentences

(2) Inventory period costs primarily relate to inventory reserves and adjustments and net scrap sales.

The reconciliation of Reportable Segment Operating Adjusted EBITDA to total "(Loss) income before income taxes" is set forth below:

Three Months Ended September 30, Nine Months Ended September 30,

(3) Other segment items consists of foreign exchange gains and losses, investment income and loss, gains and losses on the sale of property and equipment and other income and expense amounts that are included in Segment Operating Adjusted EBITDA that are not considered to be significant segment expenses.

The reconciliation of Reportable Segment Operating Adjusted EBITDA to total "Income before income taxes" is set forth below:

Three Months Ended March 31,

(in millions) 2026 2025

2 unchanged sentences

Transformation program ( 3.8 ) ( 6.9 )

Restructuring and other related charges 0.2 ( 8.4 ) 0.2 ( 9.4 )

Goodwill impairment — — $ — ( 20.2 )

Gain on sale of property and equipment, net — — 0.1 1.1

Transaction costs ( 8.3 ) — ( 10.5 ) —

Acquisition and integration costs ( 2.9 ) ( 0.8 )

Interest expense, net ( 6.6 ) ( 1.4 )

Depreciation and amortization ( 14.2 ) ( 6.4 )

Net income (loss) attributable to noncontrolling interest — — 0.1 ( 0.1 )

(Loss) income before income taxes $ ( 5.1 ) $ ( 8.5 ) $ 37.2 $ ( 17.5 )

Income before income taxes $ 2.8 $ 19.7

"Net sales" into major geographic regions, attributable to the shipping location or the location where service was performed, were as follows:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in millions) 2026 2025

2 unchanged sentences

Australia 12.5 4.7

Africa 10.9 9.1 27.4 30.3

Brazil 8.8 8.5 25.1 19.9

Europe 7.0 7.5 22.0 24.2

Asia 8.9 2.7 19.3 10.3

South America (excluding Brazil) 9.3 3.2

Europe 8.0 7.4

Brazil 7.3 5.7

Africa 7.1 8.2

Mexico 2.0 3.2

3 unchanged sentences

Total net sales $ 396.3 $ 329.4

Strategic Transformation, Restructuring and Other Asset Gains, net

Strategic Transformation and Other Operating Gains, net

The Company's strategic transformation program includes the ongoing multi-year phased implementation of a standardized enterprise resource planning ("ERP"), which is replacing much of the existing disparate core financial systems.

1 unchanged sentence

An implementation of this scale is a major financial undertaking and requires substantial time and attention of management and key employees.

Net capitalized implementation costs associated with the ERP implementation totaled $ 29.1 million, of which $ 3.7 million and $ 25.4 million were included in "Prepaid expenses and other assets" and "Other long-term assets," respectively, in the Consolidated Balance Sheets as of September 30, 2025.

Net capitalized implementation costs associated with the ERP implementation totaled $ 27.3 million, of which $ 3.6 million and $ 23.7 million were included in "Prepaid expenses and other assets" and "Other long-term assets," respectively, in the Consolidated Balance Sheets as of March 31, 2026.

Net capitalized implementation costs totaled $ 28.2 million, of which $ 3.6 million and $ 24.6 million were included in "Prepaid expenses and other assets" and "Other long-term assets," respectively, in the Consolidated Balance Sheets as of December 31, 2025.

Accumulated amortization associated with these capitalized implementation costs totaled $ 8.3 million and $ 5.5 million as of September 30, 2025 and December 31, 2024, respectively.

Accumulated amortization associated with these capitalized implementation costs totaled $ 10.1 million and $ 9.2 million as of March 31, 2026 and December 31, 2025, respectively.

Costs associated with these strategic transformation programs are presented below:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(in millions) 2026 2025

1 unchanged sentence

Selling, general and administrative expenses

$ 5.2 $ 8.6 $ 15.5 $ 26.0

Cost of sales

— 0.1 0.1 0.4

Total costs related to strategic transformation initiatives $ 3.8 $ 7.0

Amortization of capitalized implementation costs (1)

$ 0.9 $ 1.0 $ 2.8 $ 2.7

(1) Amortization of capitalized implementation costs is recorded in "Selling, general and administrative expenses" in the Consolidated Statements of Operations.

1 unchanged sentence

Certain of the costs associated with these decisions are separately identified as restructuring.

The Company reports asset impairment charges, excluding goodwill impairment, and gains or losses on the sales of property and equipment collectively, with restructuring charges in "Restructuring and other asset (gains) losses, net" in the Consolidated Statements of Operations to the extent they are experienced.

Restructuring charges and the gain on sale of property and equipment, net are presented below:

Three Months Ended September 30, Nine Months Ended September 30,

(in millions) 2025 2024 2025 2024

Restructuring charges:

Costs associated with exited operations – Enid $ ( 0.2 ) $ 8.4 $ ( 0.2 ) $ 8.5

Workforce reductions — — — 0.9

Total restructuring related charges ( 0.2 ) 8.4 ( 0.2 ) 9.4

Gain on sale of property and equipment, net:

Gain on sale of property and equipment, net — — ( 0.1 ) ( 1.1 )

Total gain on sale of property and equipment, net — — ( 0.1 ) ( 1.1 )

Restructuring and other asset (gains) losses, net $ ( 0.2 ) $ 8.4 $ ( 0.3 ) $ 8.3

Restructuring charges by reportable segment and the Corporate and Other category are as follows:

Three Months Ended September 30, Nine Months Ended September 30,

(in millions) 2025 2024 2025 2024

Infrastructure Solutions $ ( 0.2 ) $ 8.4 $ ( 0.2 ) $ 8.9

Materials Solutions — — — 0.3

Corporate and Other — — — 0.2

Total restructuring related charges $ ( 0.2 ) $ 8.4 $ ( 0.2 ) $ 9.4

The net gains on sale of property and equipment by reportable segment are as follows:

Three Months Ended September 30, Nine Months Ended September 30,

(in millions) 2025 2024 2025 2024

Infrastructure Solutions $ — $ — $ — $ ( 0.3 )

Materials Solutions — — ( 0.1 ) ( 0.8 )

Total gain on sale of property and equipment, net $ — $ — $ ( 0.1 ) $ ( 1.1 )

In October 2024, the Company reached an agreement to resolve the action styled VenVer S.A.

and Americas Coil Tubing LLP v.

for $ 8.4 million, which was paid in the fourth quarter of 2024.

In connection with this settlement, management recorded a loss in "Restructuring, impairment and other asset charges, net" in the Consolidated Statements of Operations during the third quarter of 2024.

Management continually reviews the Company's organizational structure and operations to ensure they are optimized and aligned with achieving near-term and long-term operational and profitability targets.

In connection with this review, the Company effected workforce reductions during the second quarter of 2024, whereby charges of $ 0.9 million were incurred and recorded in "Restructuring and other asset (gains) losses, net" in the Consolidated Statements of Operations.

(Loss) Earnings Per Common Share

Basic (loss) earnings per common share is determined by dividing "Net (loss) income attributable to controlling interest" by the weighted average number of common shares outstanding during the reporting period.

Diluted (loss) earnings per common share includes the dilutive effect of common stock equivalents, consisting of restricted stock units, performance stock units and stock held in the Company's deferred compensation programs, using the treasury stock method.

The Company reports asset impairment charges, excluding goodwill impairment, and gains or losses on the sales of property and equipment collectively, with restructuring charges in "Other operating gains, net" in the Consolidated Statements of Operations to the extent they are experienced.

Earnings Per Common Share

Basic earnings per common share is determined by dividing "Net income attributable to controlling interest" by the weighted average number of common shares outstanding during the reporting period.

Diluted earnings per common share includes the dilutive effect of common stock equivalents, consisting of restricted stock units, performance stock units and stock held in the Company's deferred compensation programs, using the treasury stock method.

Potential common shares that have an antidilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted earnings per share.

Performance stock units, which are considered contingently issuable, are considered dilutive when the related performance criterion has been met.

The following table sets forth a reconciliation of the number of shares used in the computation of basic and diluted (loss) earnings per common share:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

The following table sets forth a reconciliation of the number of shares used in the computation of basic and diluted earnings per common share:

Three Months Ended March 31,

Denominator for basic earnings per common share 22,938,887 22,833,292

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.

What changed 10-Q

Item 1. Financial Statements