What changed in this filing

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Item 1. Financial Statements

2026-08-05 compared with 2026-05-06 · 141 added, 74 removed, 475 unchanged (31% of the section changed)

3 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Current assets:

31 unchanged sentences

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

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

issued and outstanding – 22,994,624 as of June 30, 2026 and 22,877,530 as of December 31, 2025

Additional paid-in capital 152.2 149.6

10 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net sales $ 408.1 $ 330.3 $ 804.4 $ 659.7

2 unchanged sentences

Selling, general and administrative expenses 85.5 67.0 175.7 138.9

Other operating gains, net ( 0.1 ) —

Restructuring and other operating charges (gains), net 0.9 ( 0.1 ) 0.8 ( 0.1 )

Income from operations 20.4 21.4 29.4 41.9

Other expenses, net:

Other (expenses) income:

Interest expense ( 7.1 ) ( 2.1 ) ( 14.5 ) ( 4.1 )

13 unchanged sentences

ASTEC INDUSTRIES, INC.

Consolidated Statements of Comprehensive (Loss) Income

Consolidated Statements of Comprehensive Income

(In millions, unaudited)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net income $ 10.5 $ 16.8 $ 11.8 $ 31.1

Other comprehensive (loss) income:

Other comprehensive income (loss):

Foreign currency translation adjustments 1.0 6.4 ( 0.8 ) 9.5

Other comprehensive (loss) income ( 1.8 ) 3.1

Comprehensive (loss) income ( 0.5 ) 17.4

Other comprehensive income (loss) 1.0 6.4 ( 0.8 ) 9.5

Comprehensive income 11.5 23.2 11.0 40.6

Comprehensive income attributable to noncontrolling interest — ( 0.1 ) ( 0.1 ) ( 0.2 )

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

Comprehensive income attributable to controlling interest $ 11.5 $ 23.1 $ 10.9 $ 40.4

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

2 unchanged sentences

(In millions, unaudited)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

5 unchanged sentences

Provision for warranties 8.1 12.3

Deferred compensation expense 0.1 0.1

Share-based compensation 5.1 3.2

2 unchanged sentences

Amortization of debt issuance costs 1.1 0.1

Distributions to deferred compensation programs' participants ( 0.2 ) ( 0.6 )

Change in operating assets and liabilities:

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

Purchase of trading securities, net ( 0.7 ) ( 0.6 )

Receivables and other contract assets 2.2 10.1

20 unchanged sentences

(In millions, unaudited)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from financing activities:

2 unchanged sentences

Repayments of borrowings on credit facilities and bank loans ( 91.1 ) ( 125.0 )

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

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

1 unchanged sentence

Effect of exchange rates on cash ( 0.5 ) 1.4

Increase in cash, cash equivalents and restricted cash 3.0 1.8

Increase (decrease) in cash, cash equivalents and restricted cash 4.8 ( 2.1 )

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

23 unchanged sentences

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

Net income — — — — — 10.5 — 10.5

Other comprehensive income — — — 1.0 — — — 1.0

Dividends ($ 0.13 per share)

— — — — — ( 3.0 ) — ( 3.0 )

Share-based compensation — — 2.5 — — — — 2.5

Issuance of common stock under incentive plan 19,854 — — — — — — —

Balance, June 30, 2026 22,994,624 $ 4.6 $ 152.2 $ ( 41.5 ) $ ( 0.2 ) $ 574.0 $ — $ 689.1

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

8 unchanged sentences

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

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

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

23 unchanged sentences

Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S.

GAAP have been condensed or omitted pursuant to the SEC rules and regulations governing interim financial statements.

GAAP have been condensed or omitted pursuant to SEC rules and regulations governing interim financial statements.

However, the Company believes that the disclosures made in the unaudited consolidated financial statements and related notes are adequate to make the information presented not misleading.

11 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 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.

In the opinion of management, the consolidated financial statements contain all adjustments necessary for a fair statement of the results of operations and comprehensive income for the three and six months ended June 30, 2026 and 2025, the financial position as of June 30, 2026 and December 31, 2025 and the cash flows for the six months ended June 30, 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.

15 unchanged sentences

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 total cash consideration paid by the Company for the CWMF acquisition was $ 70.1 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.

Acquisition-related costs of $ 0.4 million were expensed as incurred during the six months ended June 30, 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.

Additionally, $ 0.4 million related to the amortization of acquisition-related inventory fair-value step-up was recorded in "Cost of sales" during the six months ended June 30, 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:

25 unchanged sentences

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

The total cash consideration paid for by the Company to the sellers of TerraSource was $ 252.6 million.

The total cash consideration paid by the Company for the TerraSource acquisition was $ 252.6 million.

The acquisition provides the Company with access to adjacent markets in materials processing equipment and related aftermarket parts.

1 unchanged sentence

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.

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.

Total acquisition-related costs of $ 6.7 million were expensed as incurred related to the acquisition, of which $ 1.4 million and $ 2.1 million were incurred during the three and six months ended June 30, 2025, respectively.

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.

Additionally, $ 0.2 million and $ 1.2 million related to the amortization of acquisition-related inventory fair-value step-up was recorded in "Cost of sales" during the three and six months ended June 30, 2026, respectively.

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

In the second quarter of 2026, the Company recorded adjustments totalling $ 2.2 million, related to deferred tax and other liabilities, which were offset in goodwill, to finalize the purchase price allocation.

The following table summarizes the purchase price allocation for the acquisition:

(in millions) Amount

18 unchanged sentences

Goodwill $ 86.3

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 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 fair value of the consideration transferred and the estimated fair value of the assets acquired and liabilities assumed.

Goodwill of $ 17.4 million was deductible for tax purposes.

10 unchanged sentences

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

(in millions) Three Months Ended June 30, 2025 Six Months Ended June 30, 2025

Revenue $ 363.8 $ 726.6

Net income 10.4 23.3

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.

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.

Inventories are valued at the lower of cost (first-in, first-out) or net realizable value, which requires the Company to make specific estimates, assumptions and judgments in determining the amount, if any, of reductions in the valuation of inventories to their net realizable values.

Inventories consist of the following:

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

(in millions) June 30, 2026 December 31, 2025

Raw materials and parts $ 309.3 $ 309.6

20 unchanged sentences

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 March 31, 2026 and December 31, 2025 are Level 1 and Level 2 in the fair value hierarchy defined above:

March 31, 2026

As indicated in the tables below, the Company has determined that all of its financial assets and liabilities as of June 30, 2026 and December 31, 2025 are Level 1 and Level 2 in the fair value hierarchy defined above:

June 30, 2026

(in millions) Level 1 Level 2 Total

41 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 month periods ended March 31, 2026 and 2025 are as follows:

Three Months Ended March 31,

Changes in the Company's product warranty liability for the three and six month periods ended June 30, 2026 and 2025 are as follows:

Three Months Ended June 30, Six Months Ended June 30,

(in millions) 2026 2025 2026 2025

9 unchanged sentences

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

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

(in millions) June 30, 2026 December 31, 2025

"Other current liabilities"

1 unchanged sentence

Total accrued loss reserves $ 6.7 $ 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.

For the three months ended June 30, 2026, the Company recorded an income tax provision of $ 4.5 million, reflecting a 30.0 % effective tax rate, compared to $ 5.8 million for the three months ended June 30, 2025, reflecting a 25.7 % effective tax rate.

The income tax expense for the three months ended June 30, 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.

For the six months ended June 30, 2026, the Company recorded income tax expense of $ 6.0 million, reflecting a 33.7 % effective tax rate, compared to $ 11.2 million for the six months ended June 30, 2025, reflecting a 26.5 % effective tax rate.

The income tax expense for the six months ended June 30, 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 $ 14.7 million and $ 14.1 million as of June 30, 2026 and December 31, 2025, respectively.

The increase is the result of $ 0.6 million of incremental reserves associated with a research and development credit generated during 2026.

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 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.

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

Internal Revenue Service ("IRS") for tax year 2023.

In addition, certain matters from prior IRS examinations involving tax years 2014 and 2016 through 2019 remain under consideration by the IRS Office of Appeals.

The Company is also subject to various state and foreign tax examinations.

As of June 30, 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.

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.

1 unchanged sentence

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 $ 0.5 million and $ 0.6 million as of March 31, 2026 and December 31, 2025, respectively.

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 $ 0.4 million and $ 0.6 million as of June 30, 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 $ 0.1 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 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 $ 0.1 million related to these guarantees as of both June 30, 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 $ 5.9 million as of March 31, 2026.

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.

Unused letters of credit under the 2025 Credit Facility were $ 24.1 million as of June 30, 2026.

The Company is additionally contingently liable for a total of $ 3.8 million in performance letters of credit and retention guarantees primarily held by its foreign subsidiaries, of which $ 3.4 million are secured by separate credit facilities with various financial institutions as of June 30, 2026.

Unused letters of credit under these separate credit facilities were $ 7.3 million as of June 30, 2026.

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

6 unchanged sentences

Revenue Recognition

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

The following tables disaggregate the Company's revenue by major source for the three and six-month periods ended June 30, 2026 and 2025 (excluding intercompany sales):

Three Months Ended June 30, 2026 Three Months Ended June 30, 2025

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

1 unchanged sentence

Equipment sales $ 146.8 $ 74.2 $ 221.0 $ 120.9 $ 55.8 $ 176.7

Parts and component sales 70.0 35.2 105.2 68.9 19.6 88.5

Service and equipment installation revenue 10.3 2.9 13.2 9.1 0.2 9.3

Used equipment sales — — — 2.1 0.2 2.3

Freight revenue 6.9 2.4 9.3 7.5 1.2 8.7

Parts and service revenues 62.6 42.3 104.9 59.1 19.7 78.8

Other 6.7 — 6.7 6.5 — 6.5

2 unchanged sentences

Equipment sales 8.7 35.1 43.8 14.0 31.5 45.5

Parts and component sales 5.4 19.2 24.6 6.2 15.1 21.3

Service and equipment installation revenue 0.3 2.8 3.1 0.3 2.7 3.0

Used equipment sales — 2.7 2.7 — — —

Freight revenue 0.2 0.7 0.9 0.3 0.6 0.9

Parts and service revenues 3.2 27.4 30.6 3.8 17.9 21.7

Other 0.3 0.8 1.1 0.3 0.8 1.1

1 unchanged sentence

Total net sales $ 228.3 $ 179.8 $ 408.1 $ 204.6 $ 125.7 $ 330.3

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.

Six Months Ended June 30, 2026 Six Months Ended June 30, 2025

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

Net Sales-Domestic:

Equipment sales $ 279.6 $ 134.3 $ 413.9 $ 256.3 $ 88.1 $ 344.4

Parts and service revenues 142.9 80.4 223.3 137.1 39.5 176.6

Other 14.1 0.3 14.4 14.8 — 14.8

Total domestic revenue 436.6 215.0 651.6 408.2 127.6 535.8

Net Sales-International:

Equipment sales 19.3 73.1 92.4 21.5 54.5 76.0

Parts and service revenues 8.9 49.4 58.3 10.3 35.7 46.0

Other 0.5 1.6 2.1 0.6 1.3 1.9

Total international revenue 28.7 124.1 152.8 32.4 91.5 123.9

Total net sales $ 465.3 $ 339.1 $ 804.4 $ 440.6 $ 219.1 $ 659.7

As of June 30, 2026, the Company had contract assets of $ 6.9 million and contract liabilities, excluding customer deposits, of $ 6.4 million, including $ 1.7 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.

3 unchanged sentences

Intersegment sales and transfers between foreign subsidiaries are valued at prices comparable to those for unrelated parties.

Segment Operating Adjusted EBITDA is the measure of segment profit or loss used by the Company's Chief Executive Officer ("CEO"), who is the CODM, to evaluate performance and allocate resources to the reportable segments.

Segment Operating Adjusted EBITDA is the measure of segment profit or loss used by the Company's Chief Executive Officer ("CEO"), who is the chief operating decision maker ("CODM"), to evaluate performance and allocate resources to the reportable segments.

The CODM uses this measure to allocate resources, including headcount, financial resources and capital resources, for each segment, predominantly in the annual budgeting process.

10 unchanged sentences

These operations support civil construction, energy, mining, hydro, recycling, ports, forestry and bulk handling markets.

The sites within the Materials Solutions segment are primarily manufacturing operations, with sites in Australia, Canada, Chile, Sweden and Thailand functioning to market, service and install equipment and provide parts in the regions in which they operate for many of the products produced by all the Company's manufacturing sites.

by all the Company's manufacturing sites.

Additionally, the Materials Solutions segment offers consulting and engineering services to provide complete "turnkey" processing systems.

1 unchanged sentence

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

March 31, 2026 December 31, 2025

June 30, 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 March 31, 2026 Three Months Ended March 31, 2025

Three Months Ended June 30, 2026 Three Months Ended June 30, 2025

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

22 unchanged sentences

(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.

Six Months Ended June 30, 2026 Six Months Ended June 30, 2025

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

Reportable segment revenues:

Revenues from external customers $ 465.3 $ 339.1 $ 804.4 $ 440.6 $ 219.1 $ 659.7

Intersegment revenues 14.0 1.9 15.9 18.2 3.0 21.2

Total revenues - reportable segments $ 479.3 $ 341.0 $ 820.3 $ 458.8 $ 222.1 $ 680.9

Significant reportable segment expenses:

Manufacturing operation costs:

Equipment $ 208.6 $ 147.8 $ 356.4 $ 193.5 $ 106.9 $ 300.4

Parts 68.3 58.0 126.3 64.4 38.0 102.4

Other 53.6 44.0 97.6 46.5 19.0 65.5

General and administrative 25.8 26.6 52.4 28.2 15.8 44.0

Sales and marketing 28.0 22.5 50.5 22.5 13.0 35.5

Quality costs (1)

8.3 3.9 12.2 12.9 4.9 17.8

Research and development 7.5 5.5 13.0 8.6 4.2 12.8

Inventory period costs (2)

11.7 3.0 14.7 7.1 3.0 10.1

Other segment items (3)

( 0.2 ) ( 1.3 ) ( 1.5 ) — ( 2.2 ) ( 2.2 )

Reportable Segment Operating Adjusted EBITDA $ 67.7 $ 31.0 $ 98.7 $ 75.1 $ 19.5 $ 94.6

Reportable segment capital expenditures $ 9.1 $ 5.9 $ 15.0 $ 5.9 $ 1.6 $ 7.5

(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.

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in millions) 2026 2025 2026 2025

2 unchanged sentences

Transformation program ( 4.6 ) ( 3.4 ) ( 8.4 ) ( 10.3 )

Restructuring and other related charges ( 1.2 ) — ( 1.2 ) —

Acquisition and integration costs ( 1.2 ) ( 1.4 ) ( 4.1 ) ( 2.2 )

1 unchanged sentence

Depreciation and amortization ( 14.4 ) ( 6.0 ) ( 28.6 ) ( 12.4 )

Net loss attributable to noncontrolling interest — 0.1 — 0.1

Income before income taxes $ 15.0 $ 22.6 $ 17.8 $ 42.3

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in millions) 2026 2025 2026 2025

2 unchanged sentences

Australia 10.9 14.5 23.4 19.2

South America (excluding Brazil) 9.3 3.2

Europe 9.6 7.6 17.6 15.0

Brazil 7.3 5.7

Africa 9.2 8.3 16.3 16.5

South America (excluding Brazil) 4.5 3.2 13.8 6.4

Brazil 5.3 10.6 12.6 16.3

Asia 6.5 3.6 12.2 10.4

Mexico 5.9 1.3 7.9 4.5

3 unchanged sentences

Total net sales $ 408.1 $ 330.3 $ 804.4 $ 659.7

Strategic Transformation and Other Operating Gains, net

Strategic Transformation, Restructuring Charges 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 $ 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 associated with the ERP implementation totaled $ 26.4 million, of which $ 3.6 million and $ 22.8 million were included in "Prepaid expenses and other assets" and "Other long-term assets," respectively, in the Consolidated Balance Sheets as of June 30, 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 $ 10.1 million and $ 9.2 million as of March 31, 2026 and December 31, 2025, respectively.

Accumulated amortization associated with these capitalized implementation costs totaled $ 11.1 million and $ 9.2 million as of June 30, 2026 and December 31, 2025, respectively.

Costs associated with these strategic transformation programs are presented below:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in millions) 2026 2025 2026 2025

1 unchanged sentence

Selling, general and administrative expenses

$ 4.6 $ 3.4 $ 8.4 $ 10.3

Cost of sales

1 unchanged sentence

Amortization of capitalized implementation costs (1)

$ 1.0 $ 1.0 $ 1.9 $ 1.9

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

In addition, the Company periodically sells or disposes of its assets in the normal course of its business operations as they are no longer needed or used and may incur gains or losses on these disposals.

The Company periodically sells or disposes of its assets in the normal course of its business operations as they are no longer needed or used and may incur gains or losses on these disposals.

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 "Other operating gains, net" in the Consolidated Statements of Operations to the extent they are experienced.

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 operating charges (gains), net" in the Consolidated Statements of Operations to the extent they are experienced.

During the three months ended June 30, 2026, "Restructuring and other operating charges (gains), net" in the Consolidated Statements of Operations included certain severance payments and benefits associated with the exit of a Group President.

Earnings Per Common Share

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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,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Denominator for basic earnings per common share 23,013,839 22,877,075 22,976,570 22,855,304

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