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Item 1. Financial Statements

2026-08-07 compared with 2026-05-01 · 292 added, 139 removed, 666 unchanged (39% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME

(in millions of U.S.

dollars, except per share data)

For the Three Months Ended March 31,

(in millions, except per share data)

For the Three Months Ended June 30, For the Six Months Ended June 30,

2026 2025 2026 2025

NET SALES (a)

7 unchanged sentences

Intangible asset amortization 2.9 — 5.8 —

Other operating expense (income), net 6.1 ( 0.2 )

Other operating (income) expense, net ( 0.1 ) — 6.0 ( 0.2 )

OPERATING INCOME 97.2 81.7 173.5 146.6

9 unchanged sentences

Diluted earnings per share $ 0.78 $ 0.72 $ 1.37 $ 1.26

(a) Includes sales to related parties of $ 13.8 million for the three months ended March 31, 2026, compared with $ 13.7 million for the three months ended March 31, 2025.

(a) Includes sales to related parties of $ 13.0 million and $ 26.8 million for the three and six months ended June 30, 2026, respectively compared with $ 14.8 million and $ 28.5 million for the three and six months ended June 30, 2025, respectively.

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

3 unchanged sentences

(in millions of U.S.

For the Three Months Ended March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

2026 2025 2026 2025

NET INCOME $ 63.9 $ 59.9 $ 112.3 $ 104.6

Other comprehensive (loss) income, net of tax

Other comprehensive income (loss), net of tax

Foreign currency translation adjustments 0.6 13.1 ( 4.0 ) 18.1

Unrealized gain on derivatives 0.5 —

Total other comprehensive (loss) income, net of tax ( 4.1 ) 5.0

Unrealized gain (loss) on derivatives 0.6 ( 0.4 ) 1.1 ( 0.4 )

Total other comprehensive income (loss), net of tax 1.2 12.7 ( 2.9 ) 17.7

COMPREHENSIVE INCOME $ 65.1 $ 72.6 $ 109.4 $ 122.3

28 unchanged sentences

Commitments and contingencies (Note 9)

Common stock, $ 0.0001 par value ( 2,000,000,000 shares authorized, 83,782,408 and 83,504,555 shares issued at March 31, 2026 and December 31, 2025, respectively)

Common stock, $ 0.0001 par value ( 2,000,000,000 shares authorized, 83,940,943 and 83,504,555 shares issued at June 30, 2026, and December 31, 2025, respectively)

Additional paid-in capital 68.9 72.7

1 unchanged sentence

Accumulated other comprehensive loss ( 71.0 ) ( 68.1 )

Treasury stock, at cost ( 2,109,980 shares at March 31, 2026 and 1,995,964 at December 31, 2025)

Treasury stock, at cost ( 2,346,969 shares at June 30, 2026, and 1,995,964 at December 31, 2025)

( 101.0 ) ( 80.7 )

6 unchanged sentences

(in millions of U.S.

For the Three Months Ended March 31,

For the Six Months Ended June 30,

CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

25 unchanged sentences

Withholding taxes paid on stock-based compensation ( 13.3 ) —

Common stock issued 2.4 —

Other, net ( 0.6 ) —

1 unchanged sentence

Effect of exchange rate changes on cash and cash equivalents 1.4 3.7

Net decrease in cash and cash equivalents ( 26.8 ) ( 1.0 )

Net increase in cash and cash equivalents 22.6 6.5

Cash and cash equivalents at beginning of period 236.4 184.3

8 unchanged sentences

Loss Treasury Stock Total Equity

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Balances at April 01, 2026 $ — $ 65.1 $ 498.6 $ ( 72.2 ) $ ( 88.0 ) $ 403.5

Net income — — 63.9 — — 63.9

Other comprehensive income, net of tax — — — 1.2 — 1.2

Shares withheld for taxes on equity awards — ( 2.3 ) — — — ( 2.3 )

Share-based awards — 3.7 — — — 3.7

Common stock repurchased — — — — ( 13.0 ) ( 13.0 )

Common stock issued — 2.4 — — — 2.4

Cash dividends declared ($ 0.055 per share)

— — ( 4.6 ) — — ( 4.6 )

Balances at June 30, 2026 $ — $ 68.9 $ 557.9 $ ( 71.0 ) $ ( 101.0 ) $ 454.8

Six Months Ended June 30, 2026

Balances at January 01, 2026 $ — $ 72.7 $ 454.6 $ ( 68.1 ) $ ( 80.7 ) $ 378.5

4 unchanged sentences

Common stock repurchased — — — — ( 20.3 ) ( 20.3 )

Common stock issued — 2.4 — — — 2.4

Cash dividends declared ($ 0.11 per share)

— — ( 9.0 ) — — ( 9.0 )

Balances at March 31, 2026 $ — $ 65.1 $ 498.6 $ ( 72.2 ) $ ( 88.0 ) $ 403.5

Three Months Ended March 31, 2025

Balances at June 30, 2026 $ — $ 68.9 $ 557.9 $ ( 71.0 ) $ ( 101.0 ) $ 454.8

Three Months Ended June 30, 2025

Balances at April 01, 2025 $ — $ 64.2 $ 305.1 $ ( 74.0 ) $ ( 30.0 ) $ 265.3

Net income — — 59.9 — — 59.9

Other comprehensive income, net of tax — — — 12.7 — 12.7

Share-based awards — 3.0 — — — 3.0

Common stock repurchased — — — — ( 20.4 ) ( 20.4 )

Cash dividends declared ($ 0.05 per share)

— — ( 4.2 ) — — ( 4.2 )

Balances at June 30, 2025 $ — $ 67.2 $ 360.8 $ ( 61.3 ) $ ( 50.4 ) $ 316.3

Six Months Ended June 30, 2025

Balances at January 01, 2025 $ — $ 61.9 $ 264.5 $ ( 79.0 ) $ ( 20.0 ) $ 227.4

5 unchanged sentences

— — ( 8.3 ) — — ( 8.3 )

Balances at March 31, 2025 $ — $ 64.2 $ 305.1 $ ( 74.0 ) $ ( 30.0 ) $ 265.3

Balances at June 30, 2025 $ — $ 67.2 $ 360.8 $ ( 61.3 ) $ ( 50.4 ) $ 316.3

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

35 unchanged sentences

Koch Filter provides Atmus a substantial platform for expanding into the industrial air filtration market.

The acquired business will be reported

in the Company’s Industrial Solutions segment, a reportable segment created with the acquisition of Koch Filter.

Atmus incurred approximately $ 6.3 million of transaction-related expenses which were included in other operating expense, net in the Consolidated Statement of Income for the three months ended March 31, 2026.

The acquired business is reported in

the Company’s Industrial Solutions segment, a reportable segment created with the acquisition of Koch Filter.

The acquisition of Koch Filter was not material to Atmus’ results of operations;

therefore pro forma operating results related to the acquisition are not presented as the results would not be materially different than the reported results.

As of March 31, 2026, the preliminary allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values at the acquisition date, is as follows:

As of June 30, 2026, the preliminary allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values at the acquisition date, is as follows:

(in millions)

21 unchanged sentences

The goodwill is deductible for tax purposes.

The purchase price allocation for Koch Filter is provisional as of March 31, 2026.

The purchase price allocation for Koch Filter is provisional as of June 30, 2026.

The purchase price allocation, including the residual amount allocated to goodwill, are based on preliminary information and are subject to change as additional information concerning final asset and liability valuations are obtained and management completes its reassessment of the measurement period procedures.

1 unchanged sentence

The effect of any measurement period adjustments to the estimated fair values will be reflected as if the adjustments had been completed on the acquisition date.

There were measurement period adjustments during the three months ended June 30, 2026 related to trade and other receivables and a change in the purchase price which resulted in a net decrease to goodwill of $ 1.2 million.

In determining the fair value of amounts related to Koch Filter, Atmus utilized various forms of income, cost and market approaches depending on the asset or liability being valued.

The estimation of fair values required judgment related to future net cash flows, discount rates, customer attrition rates, competitive trends, market comparisons and other factors.

As a result, Atmus utilized third-party valuation specialists to assist in determining the fair value of certain assets.

As a result, Atmus utilized third-party valuation specialists to assist in

determining the fair value of certain assets.

Inputs were generally determined by taking into account independent appraisals and historical data, supplemented by current and anticipated market conditions.

3 unchanged sentences

Net sales attributed to geographic areas were based on the location of the customer.

For the Three Months Ended March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

2026 2025 2026 2025

(in millions)

4 unchanged sentences

Equity, royalty and interest income from investees, net of applicable taxes, was as follows:

For the Three Months Ended March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

2026 2025 2026 2025

(in millions)

Fleetguard Filters Pvt.

$ 3.4 $ 4.2 $ 7.8 $ 10.5

Shanghai Fleetguard Filter Co.

Ltd 2.6 1.7 4.1 2.9

Filtrum Fibretechnologies Pvt.

Ltd 0.1 0.1 0.2 0.2

Atmus share of net income 6.1 6.0 12.1 13.6

1 unchanged sentence

Equity, royalty and interest income from investees $ 7.6 $ 7.5 $ 15.2 $ 16.7

Atmus’ effective tax rate for the three months ended March 31, 2026 , was 20.9 %.

A tmus’ effective tax rate for the three months ended March 31, 2025 , was 21.3 % .

The variance in the effective tax rate is primarily attributable to higher excess tax benefits on stock compensation due to stock price appreciation and an increase in U.S.

tax deductions and foreign tax credits due to the adoption of the One Big Beautiful Bill Act (“OBBBA”), partially offset by an unfavorable change in the mix of earnings among tax jurisdictions.

The Company’s effective tax rate differs from the U.S.

Atmus’ effective tax rate for the three and six months ended June 30, 2026 , was 22.8 % and 22.0 % respectively.

A tmus’ effective tax rate for the three and six months ended June 30, 2025 , was 21.9 % and 21.6 % respectively .

The increase in the effective tax rate is primarily attributable to discrete tax items from foreign tax filings, which is partially offset by a favorable change in the mix of earnings among tax jurisdictions.

Atmus’ effective tax rate differs from the U.S.

statutory rate primarily due to differences in rates applicable to foreign subsidiaries, withholding taxes and state income taxes.

The international tax framework introduced by the Organization for Economic Co-operation and Development under its Pillar Two initiative includes a global minimum tax of 15 percent.

Legislation adopting these provisions has been enacted in certain jurisdictions where the Company operates and was effective as of the Company’s 2024 fiscal year.

The Company continues to assess this legislation and the Pillar Two provisions do not have a material impact on the Company’s tax expense.

Legislation adopting these provisions has been enacted in certain jurisdictions where Atmus operates and was effective as of Atmus’ 2024 fiscal year.

We will continue to assess this legislation and the Pillar Two provisions do not have a material impact on Atmus’ tax expense.

On July 4, 2025, the OBBBA was enacted in the U.S.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cut and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company has evaluated the OBBBA provisions and reflected the impact on the consolidated financial statements.

Atmus has evaluated the OBBBA provisions and reflected the impact on the consolidated financial

We will continue to evaluate the full impact of these legislative changes as additional guidance becomes available.

10 unchanged sentences

A tabular reconciliation of the product warranty liability, including accrued product campaigns, was as follows:

For the Three Months Ended March 31,

For the Six Months Ended June 30,

(in millions)

22 unchanged sentences

Generally, U.S.

denominated loans bear interest at an adjusted term Secured Overnight Financing Rate (“SOFR”) for the applicable interest period plus a rate ranging from 1.125 percent to 1.75 percent depending on Atmus’ net leverage ratio.

As of March 31, 2026, $ 1.0 billion has been drawn on the term loan and no amount was drawn on the revolving credit facility.

The revolving credit facility includes an allowance of up to $ 50.0 million for outstanding letters of credit drawn under the facility that reduces the availability of funds.

As of March 31, 2026, no letters of credit were outstanding.

dollar-denominated loans bear interest at an adjusted term Secured Overnight Financing Rate (“SOFR”) for the applicable interest period plus a rate ranging from 1.125 percent to 1.75 percent depending on Atmus’ net leverage ratio.

As of June 30, 2026, $ 1.0 billion has been drawn on the term loan and no amount was drawn on the revolving credit facility.

These amounts are included within Long-term debt on the Condensed Consolidated Balance Sheets.

As of March 31, 2026, Atmus’ fair value of Long-term debt was approximately $ 1.0 billion, which was derived from Level 2 input measures.

Our credit lines available and borrowings as of March 31, 2026 and December 31, 2025 include:

As of March 31, 2026 As of December 31, 2025

As of June 30, 2026, Atmus’ fair value of Long-term debt was approximately $ 1.0 billion, which was derived from Level 2 input measures.

The revolving credit facility includes an allowance of up to $ 50.0 million for outstanding letters of credit drawn under the facility that reduces the availability of funds.

As of June 30, 2026, no letters of credit were outstanding.

Our credit lines available and borrowings as of June 30, 2026 and December 31, 2025 include:

As of June 30, 2026 As of December 31, 2025

Facility Amount Borrowed Amount Facility Amount Borrowed Amount

9 unchanged sentences

Unamortized deferred issuance costs ( 1.7 ) —

Long-term debt $ 998.1 $ 570.0

Total Borrowings, net $ 998.3 $ 570.0

(a) Atmus maintains a term loan facility and a revolving credit facility as part of the 2026 Credit Agreement.

The 2026 Credit Agreement includes financial covenants that Atmus maintain certain net leverage, secured net leverage and interest coverage ratios.

At March 31, 2026, Atmus was in compliance with all financial covenants under the Credit Agreement.

At June 30, 2026, Atmus was in compliance with all financial covenants under the Credit Agreement.

The Credit Agreement also contains customary representations, events of default and covenants, including restrictions on the level of borrowing.

12 unchanged sentences

Atmus regularly evaluates the probability of having to incur costs associated with these indemnities and accrue for expected losses that are probable.

Because the indemnifications are not

related to specified known liabilities, and due to their uncertain nature, Atmus is unable to estimate the maximum amount of the potential loss associated with these indemnifications.

Because the indemnifications are not related to specified known liabilities, and due to their uncertain nature, Atmus is unable to estimate the maximum amount of the potential loss associated with these indemnifications.

ACCUMULATED OTHER COMPREHENSIVE LOSS

Following are the changes in Accumulated other comprehensive (loss) income by component for the three months ended March 31, 2026 and March 31, 2025 :

For the Three Months Ended March 31,

Following are the changes in Accumulated other comprehensive (loss) income by component for the three and six months ended June 30, 2026 and June 30, 2025 :

For the Three Months Ended June 30, For the Six Months Ended June 30,

2026 2025 2026 2025

(in millions)

2 unchanged sentences

Currency translation adjustments 0.6 13.1 ( 4.0 ) 18.1

Other comprehensive (loss) income, net ( 4.6 ) 5.0

Other comprehensive income (loss), net 0.6 13.1 ( 4.0 ) 18.1

Balance at end of period ( 71.1 ) ( 61.3 ) ( 71.1 ) ( 61.3 )

5 unchanged sentences

Balance at beginning of period $ 0.4 $ — $ ( 0.1 ) $ —

Unrealized gain during period 0.5 —

Other comprehensive income, net 0.5 —

Unrealized gain (loss) during period 0.6 ( 0.4 ) 1.1 ( 0.4 )

Other comprehensive income (loss), net 0.6 ( 0.4 ) 1.1 ( 0.4 )

Balance at end of period 1.0 ( 0.4 ) 1.0 ( 0.4 )

1 unchanged sentence

Balance at beginning of period $ ( 72.2 ) $ ( 74.0 ) $ ( 68.1 ) $ ( 79.0 )

Total other comprehensive (loss) income, net ( 4.1 ) 5.0

Total other comprehensive income (loss), net 1.2 12.7 ( 2.9 ) 17.7

Balance at end of period $ ( 71.0 ) $ ( 61.3 ) $ ( 71.0 ) $ ( 61.3 )

4 unchanged sentences

Since inception of the program, the Company repurchased approximately 2.3 million shares of Common stock at an average cost of $ 43.0 per share, or an aggregate cost of approximately $ 101.0 million.

During the three months ended March 31, 2026, the Company repurchased approximately 0.1 million shares of Common stock at an average cost of $ 64.26 per share, or an aggregate cost of approximately $ 7.3 million, all of which was paid during the period.

During the six months ended June 30, 2026, the Company repurchased approximately 0.4 million shares of Common stock at an average cost of $ 57.9 per share, or an aggregate cost of approximately $ 20.3 million, all of which was paid during the period.

All share repurchases were funded through available cash on hand.

As of March 31, 2026, the Company had approximately $ 62.0 million in remaining share repurchase capacity.

As of June 30, 2026, the Company had approximately $ 49.0 million in remaining share repurchase capacity.

EARNINGS PER SHARE

2 unchanged sentences

Basic and diluted EPS were calculated as follows:

For the Three Months Ended March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

2026 2025 2026 2025

(in millions, except per share data)

24 unchanged sentences

Summarized segment operating results and other financial information is as follows:

For the Three Months Ended March 31, 2026

For the Three Months Ended June 30, 2026

(In millions) Power Solutions Industrial Solutions Total

4 unchanged sentences

Equity, royalty and interest income from investees 7.6 —

Other expense (income) (a)

Other expense (a)

Depreciation and amortization (b)

2 unchanged sentences

Corporate expenses (c)

Interest expenses 14.1

Interest expense 13.7

Depreciation and amortization 11.5

Income before income taxes $ 82.8

(a) Other expense (income) includes Other operating expense (income), net and Other (expense) income, net from our Condensed Consolidated Statements of Net Income.

Segment Capital Expenditures $ 11.2 $ 1.9 $ 13.1

(a) Other expense includes Other operating (income) expense, net and Other (expense) income, net from our Condensed Consolidated Statements of Net Income.

(b) Depreciation and amortization are not considered significant segment expenses but are presented here to reconcile to Segment Adjusted EBITDA, the measure used by our CODM.

The amount of depreciation and amortization disclosed by reportable segment is included within the cost of sales and selling, general and administrative expenses.

For the Six Months Ended June 30, 2026

(In millions) Power Solutions Industrial Solutions Total

External Sales $ 924.6 $ 80.8 $ 1,005.4

Cost of sales 654.6 59.3

Selling, general and administrative expenses 94.7 6.6

Research, development and engineering expenses 17.9 —

Equity, royalty and interest income from investees 15.2 —

Other expense (a)

Depreciation and amortization (b)

Segment Adjusted EBITDA $ 187.3 $ 16.3 $ 203.6

Reconciliation to Income before income taxes:

Corporate expenses (c)

Interest expense 27.8

Depreciation and amortization 23.3

Income before income taxes $ 144.0

Segment Capital Expenditures $ 22.7 $ 2.9 $ 25.6

(a) Other expense includes Other operating (income) expense, net and Other (expense) income, net from our Condensed Consolidated Statements of Net Income.

(b) Depreciation and amortization are not considered significant segment expenses but are presented here to reconcile to Segment Adjusted EBITDA, the measure used by our CODM.

The amount of depreciation and amortization disclosed by reportable segment is included within the cost of sales and selling, general and administrative expenses.

(c) Corporate expenses include $ 8.5 million of costs associated with the acquisition and subsequent integration of Koch Filter.

For the Three Months Ended March 31, 2026

As of June 30, 2026

(in millions) Power Solutions Industrial Solutions Corporate and Unallocated Total

1 unchanged sentence

Investments and advances related to equity method investees $ 92.5 $ — $ — $ 92.5

Capital expenditures 11.6 1.0 — 12.6

In Q1 2026 following the acquisition of Koch Filter, Atmus established the Industrial Solutions segment and changed the profit or loss measure to Segment Adjusted EBITDA.

The segment operating results of the Industrial Solutions segment were immaterial for the three months ended March 31, 2025.

For the Three Months Ended March 31, 2025

The segment operating results of the Industrial Solutions segment were immaterial for the three and six months ended June 30, 2025.

For the Three Months Ended June 30, 2025

(In millions) Power Solutions Total

4 unchanged sentences

Equity, royalty and interest income from investees 7.5

Other (income) expense (a)

Other (income) (a)

Depreciation and amortization (b)

2 unchanged sentences

Corporate expenses (c)

Interest expenses 8.4

Interest expense 8.5

Depreciation and amortization 7.4

Income before income taxes $ 76.7

(a) Other (income) expense includes Other operating expense (income), net and Other (expense) income, net from our Condensed Consolidated Statements of Net Income.

Segment Capital Expenditures $ 12.0 $ 12.0

(a) Other (income) includes Other operating (income) expense, net and Other (expense) income, net from our Condensed Consolidated Statements of Net Income.

(b) Depreciation and amortization are not considered significant segment expenses but are presented here to reconcile to Segment Adjusted EBITDA, the measure used by our CODM.

1 unchanged sentence

For the Three Months Ended March 31, 2025

For the Six Months Ended June 30, 2025

(In millions) Power Solutions Total

External Sales $ 870.0 $ 870.0

Cost of sales $ 619.8

Selling, general and administrative expenses $ 88.9

Research, development and engineering expenses $ 19.8

Equity, royalty and interest income from investees $ 16.7

Other (income) (a)

Depreciation and amortization (b)

Segment Adjusted EBITDA $ 176.8 $ 176.8

Reconciliation to Income before income taxes:

Corporate expenses (c)

Interest expense $ 16.9

Depreciation and amortization $ 14.6

Income before income taxes $ 133.5

Segment Capital Expenditures $ 24.4 $ 24.4

(a) Other (income) includes Other operating (income) expense, net and Other (expense) income, net from our Condensed Consolidated Statements of Net Income.

(b) Depreciation and amortization are not considered significant segment expenses but are presented here to reconcile to Segment Adjusted EBITDA, the measure used by our CODM.

The amount of depreciation and amortization disclosed by reportable segment is included within the cost of sales and selling, general and administrative expenses.

As of June 30, 2025

(in millions) Power Solutions Industrial Solutions Corporate and Unallocated Total

1 unchanged sentence

Investments and advances related to equity method investees $ 93.2 — — $ 93.2

Capital expenditures 12.4 — — 12.4

Revenue by Product Category

The table below presents Atmus’ combined sales by product category and reportable segment:

For the Three Months Ended March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

(In millions) 2026 2025 2026 2025

32 unchanged sentences

Current portion of operating lease liabilities

Other taxes payable 15.1 4.5

Income taxes payable 17.2 9.4

Other taxes payable 9.5 4.5

Current portion of finance lease liabilities 1.1 0.9

12 unchanged sentences

The discussion and analysis presented below refers to and should be read in conjunction with the unaudited condensed consolidated financial statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q.

The following is our discussion and analysis of changes in our financial condition and results of operations for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 .

The following is our discussion and analysis of changes in our financial condition and results of operations for the three and six months ended June 30, 2026, compared to the three and six months ended June 30, 2025 .

Cautionary Note Regarding Forward-Looking Statements

52 unchanged sentences

The Industrial Solutions segment was created with the acquisition of Koch Filter on January 7, 2026.

The Industrial Solutions segment addresses high-growth end markets including commercial and industrial HVAC, data centers and power generation environments.

The Industrial Solutions segment addresses commercial and industrial HVAC applications, and high-growth end markets including data centers, power generation and healthcare environments.

Products include a broad portfolio of air filtration solutions.

6 unchanged sentences

exports, have led to significant volatility and uncertainty in global demand in both aftermarket and first-fit.

In response to these developments, we mitigated the cost impact on our business by employing any exemptions for which we were eligible, such as compliance under the United States-Mexico-Canada Agreement (“USMCA”), adjusting our supply chain, and implementing select price adjustments.

In response to these developments, we mitigated the cost impact on our business by employing the exemptions for which we were eligible, such as compliance under the United States-Mexico-Canada Agreement (“USMCA”), adjusting our supply chain, and implementing select price adjustments.

In February of 2026, the U.S.

Supreme Court held that tariffs imposed pursuant to the International Emergency Economic Powers Act (“IEEPA”) exceeded the statutory authority granted under that law.

The ruling, however, did not address potential refunds of any previous tariffs.

The ruling, however, did not address the timing, availability or extent of any refunds of previously paid tariffs.

On March 4, 2026, the Court of International Trade ordered U.S.

Customs and Border Protection to begin the refund process for all importers who were subject to IEEPA duties.

The ultimate outcome of refund claims remains highly uncertain and it is difficult to estimate the evolving tariff and policy landscape.

During the quarter ended March 31, 2026, we did not record any amounts related to potential refunds of IEEPA duties.

We will continue to evaluate opportunities to mitigate the impact of tariffs on our business, consolidated results of operations and financial condition.

The ultimate outcome, timing and amount of any refund claims remain highly uncertain, and our ability to estimate the potential impact of tariffs and related trade policy developments is limited by the continually evolving tariff and trade policy environment.

During the three and six months ended June 30, 2026, we received an immaterial amount of refunds related to IEEPA duties.

We continue to evaluate the potential treatment of such refunds, including whether any portion should be returned to customers under applicable contractual terms and commercial arrangements.

To the extent any such amounts are returned to customers, they could negatively impact revenue in the period recognized;

however, based on information currently available, we expect the net impact on EBITDA to be substantially neutral.

We will continue to monitor tariff and trade policy developments and evaluate opportunities to mitigate the impact of tariffs on our business, consolidated results of operations and financial condition.

Factors Affecting Our Performance

6 unchanged sentences

Market demand

Aftermarket demand remained soft in the first three months of 2026.

Aftermarket demand remained soft in the first six months of 2026.

We continue to be in a period of slow growth in global aftermarkets, and this trend is expected to continue for the remainder of 2026.

1 unchanged sentence

Commodity prices, logistics costs, labor, inflation and foreign currency exchange rates

We have experienced general variability in direct material costs through the first three months of 2026.

We have experienced general variability in direct material costs through the first six months of 2026, and various key commodities have been exposed to inflationary pressures.

While the costs of our principal materials fluctuate, generally we believe there will continue to be an adequate supply of the materials we use and that they will broadly remain available.

Logistics and warehousing costs increased during the first three months of 2026, primarily due to macro-economic conditions and the transition to a standalone distribution network as part of our separation from Cummins Inc.

Logistics and warehousing costs increased during the first six months of 2026, primarily due to macro-economic conditions and the transition to a standalone distribution network as part of our separation from Cummins Inc.

(“Cummins”) into a standalone publicly traded company (the “Separation”) .

2 unchanged sentences

Additionally, the appreciation of the U.S.

dollar against certain foreign currencies had a favorable impact on our condensed consolidated results of operations in the first three months of 2026 due to translation impacts.

dollar against certain foreign currencies had a favorable impact on our condensed consolidated results of operations in the first six months of 2026 due to translation impacts.

We remain in a volatile currency environment and as such, there can be no assurances that this trend will continue for the remainder of 2026 .

5 unchanged sentences

Results of Operations

Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025

For the Three Months Ended March 31, Favorable

Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025

For the Three Months Ended June 30, Favorable

(Unfavorable)

9 unchanged sentences

Intangible asset amortization 2.9 — 2.9 NM

Other operating expense (income), net

6.1 (0.2) (6.3) NM

Other operating (income) expense, net (0.1) — 0.1 NM

OPERATING INCOME 97.2 81.7 15.5 19.0 %

9 unchanged sentences

“NM” - Not meaningful information

For the Three Months Ended March 31, Favorable

For the Three Months Ended June 30, Favorable

(Unfavorable)

3 unchanged sentences

Research, development and engineering expenses 1.9% 2.4% 0.5

Net sales were $477.5 million for the three months ended March 31, 2026 , an increase of $61.0 million compared to $416.5 million for the three months ended March 31, 2025 .

The increase in Net sales was mainly due to incremental sales of $38.4 million recorded by Koch Filter, acquired in January 2026, favorable impacts of currency of $16.3 million and favorable pricing of $8.3 million, partially offset by lower volumes of $2.0 million.

The favorable impact from pricing is primarily driven by normal pricing initiatives and select increases as a result of tariffs.

Gross margin was $136.8 million for the three months ended March 31, 2026 , an increase of $26.3 million compared to $110.5 million for the three months ended March 31, 2025 .

The increase in Gross margin was mainly due to incremental margin of $10.9 million recorded by Koch Filter, favorable pricing of $8.3 million as described above, a $6.3 million decrease in one-time costs, favorable impacts of currency of $5.6 million and a $3.0 million decrease in warranty costs, partially offset by unfavorable logistics and duties costs of $6.2 million, unfavorable manufacturing and other costs of $0.8 million and lower volumes of $0.7 million.

Gross margin as a

percentage of Net sales was 28.6% for the three months ended March 31, 2026, an increase of 2.1 percentage points compared to 26.5% for the three months ended March 31, 2025 .

The increase in Gross margin as a percentage of Net sales was primarily driven by the items noted above.

Net sales were $527.9 million for the three months ended June 30, 2026 , an increase of $74.4 million compared to $453.5 million for the three months ended June 30, 2025 .

The increase in Net sales was mainly due to incremental sales of $42.4 million recorded by Koch Filter, acquired in January 2026, favorable pricing of $12.9 million, favorable impacts of currency of $10.8 million and favorable volumes of $8.3 million.

The favorable impact from pricing is primarily driven by normal pricing initiatives and select adjustments as a result of tariffs.

Gross margin was $153.9 million for the three months ended June 30, 2026 , an increase of $22.9 million compared to $131.0 million for the three months ended June 30, 2025 .

The increase in Gross margin was mainly due to favorable pricing of $12.9 million as described above, incremental margin of $10.7 million recorded by Koch Filter, favorable impacts of currency of $3.6 million, favorable volumes of $2.9 million, and a $1.6 million decrease in one-time costs, partially offset by unfavorable manufacturing and other costs of $5.0 million, unfavorable material and freight costs of $3.2 million and an increase in warranty costs of $1.0 million.

Gross margin as a percentage of Net sales was 29.2% for the three months ended June 30, 2026, an increase of 0.3% percentage points compared to 28.9% for the three months ended June 30, 2025 .

The increase in Gross margin as a percentage of Net sales was primarily driven by the items noted above and the incremental margins of Koch Filter, which resulted in an unfavorable impact on gross margin percentage.

Selling, general and administrative expenses

Selling, general and administrative expenses were $51.0 million for the three months ended March 31, 2026 , an increase of $5.1 million compared to $45.9 million for the three months ended March 31, 2025 .

Selling, general and administrative expenses were $51.7 million for the three months ended June 30, 2026 , an increase of $5.6 million compared to $46.1 million for the three months ended June 30, 2025 .

The increase was primarily driven by higher people-related and consulting expenses and an increase in amortization of internal-use software.

Selling, general and administrative expenses as a percentage of Net sales were 10.7% for the three months ended March 31, 2026 , a decrease of 0.3 percentage points compared to 11.0% for the three months ended March 31, 2025 .

Selling, general and administrative expenses as a percentage of Net sales were 9.8% for the three months ended June 30, 2026 , a decrease of 0.4 percentage points compared to 10.2% for the three months ended June 30, 2025 .

The decrease in Selling, general and administrative expenses as a percentage of Net sales was primarily driven by the items noted above increasing at a lower rate in relation to the increase in Net sales.

Research, development and engineering expenses

Research, development and engineering expenses were $9.8 million for the three months ended June 30, 2026 , a decrease of $0.9 million compared to $10.7 million for the three months ended June 30, 2025.

The decrease was primarily due to timing of engineering projects.

Research, development and engineering expenses as a percentage of Net sales were 1.9% for the three months ended June 30, 2026 a decrease of 0.5 percentage points compared to 2.4% for the three months ended June 30, 2025.

The decrease in Research, development and engineering expenses as a percentage of Net Sales was mainly due to the items noted above.

Equity, royalty and interest income from Investees

Equity, royalty and interest income from investees was generally consistent for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Intangible asset amortization

Intangible asset amortization was $2.9 million for the three months ended June 30, 2026, an increase of $2.9 million compared to $0 for the three months ended June 30, 2025.

The increase was due to the $2.9 million in amortization of intangible assets acquired in the Koch Filter acquisition.

Other operating (income) expense, net

Other operating (income) expense, net was generally consistent for the three months ended June 30, 2026, compared to the three months ended June 30, 2025.

Interest expense

Interest expense was $13.7 million for the three months ended June 30, 2026 , an increase of $5.2 million compared to $8.5 million for the three months ended June 30, 2025 .

The increase was primarily driven by the increased outstanding borrowings on our credit facility as additional borrowings were made in January 2026 for the Koch Filter acquisition.

Other (expense) income, net

Other (expense) income, net was $(0.7) million for the three months ended June 30, 2026, a decrease of $4.2 million compared to $3.5 million for the three months ended June 30, 2025.

The decrease in Other (expense) income, net was primarily due to gains recognized in 2025 that did not recur and an increase in the net loss on foreign exchange rate hedging.

Income tax expense

Our effective tax rate for the three months ended June 30, 2026 was 22.8% , an increase of 0.9 percentage points compared to 21.9% for the three months ended June 30, 2025 .

The increase in the effective tax rate is

primarily attributable to discrete tax items from foreign tax filings, which is partially offset by a favorable change in the mix of earnings among tax jurisdictions.

Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025

For the Six Months Ended June 30, Favorable

(Unfavorable)

2026 2025 Amount %

(in millions)

NET SALES $ 1,005.4 $ 870.0 $ 135.4 15.6 %

Cost of sales 714.7 628.5 (86.2) (13.7) %

GROSS MARGIN 290.7 241.5 49.2 20.4 %

OPERATING EXPENSES AND INCOME

Selling, general and administrative expenses 102.7 92.0 (10.7) (11.6) %

Research, development and engineering expenses 17.9 19.8 1.9 9.6 %

Equity, royalty and interest income from investees 15.2 16.7 (1.5) (9.0) %

Intangible asset amortization 5.8 — 5.8 NM

Other operating expense (income), net 6.0 (0.2) 6.2 NM

OPERATING INCOME 173.5 146.6 26.9 18.3 %

Interest expense 27.8 16.9 (10.9) (64.5) %

Other (expense) income, net (1.7) 3.8 (5.5) NM

INCOME BEFORE INCOME TAXES 144.0 133.5 10.5 7.9 %

Income tax expense 31.7 28.9 (2.8) (9.7) %

NET INCOME $ 112.3 $ 104.6 $ 7.7 7.4 %

PER SHARE DATA:

Basic earnings per share $ 1.38 $ 1.27 $ 0.11 8.7 %

Diluted earnings per share $ 1.37 $ 1.26 $ 0.11 8.7 %

“NM” - Not meaningful information

For the Six Months Ended June 30, Favorable

(Unfavorable)

Percent of Net sales 2026 2025 Percentage Points

Gross margin 28.9% 27.8% 1.1

Selling, general and administrative expenses 10.2% 10.6% 0.4

Research, development and engineering expenses 1.8% 2.3% 0.5

Net sales were $1,005.4 million for the six months ended June 30, 2026 , an increase of $135.4 million compared to $870.0 million for the six months ended June 30, 2025 .

The increase in Net sales was mainly due to incremental sales of $80.8 million recorded by Koch Filter, acquired in January 2026, favorable impacts of currency of $27.2 million, favorable pricing of $21.2 million, and favorable volumes of $6.2 million.

The favorable impact from pricing is primarily driven by normal pricing initiatives and select adjustments as a result of tariffs.

Gross margin was $290.7 million for the six months ended June 30, 2026 , an increase of $49.2 million compared to $241.5 million for the six months ended June 30, 2025 .

The increase in Gross margin was mainly due to incremental margin of $21.7 million recorded by Koch Filter, favorable pricing of $21.2 million as described above, favorable impacts of currency of $9.2 million, a $7.7 million decrease in one-time separation costs, favorable volumes of $2.2 million, and a $2 million decrease in warranty costs, partially offset by unfavorable manufacturing and other costs of $5.8 million, $5.2 million of unfavorable material costs, and

unfavorable logistics costs of $4.1 million.

Gross margin as a percentage of Net sales was 28.9% for the six months ended June 30, 2026 , an increase of 1.1 percentage points compared to 27.8% for the six months ended June 30, 2025 .

The increase in Gross margin as a percentage of Net sales was primarily driven by the items noted above, partially offset by the incremental margins of Koch Filter, which resulted in an unfavorable impact on gross margin percentage.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $102.7 million for the six months ended June 30, 2026 , an increase of $10.7 million compared to $92.0 million for the six months ended June 30, 2025 .

The increase was primarily driven by higher people-related and consulting expenses and an increase in amortization of internal use software.

Selling, general and administrative expenses as a percentage of Net sales were 10.2% for the six months ended June 30, 2026 , a decrease of 0.4 percentage points compared to 10.6% for the six months ended June 30, 2025 .

Research, development and engineering expenses

Research, development and engineering expenses were $8.1 million for the three months ended March 31, 2026 , a decrease of $1.0 million compared to $9.1 million for the three months ended March 31, 2025.

Research, development and engineering expenses were $17.9 million for the six months ended June 30, 2026 , a decrease of $1.9 million compared to $19.8 million for the six months ended June 30, 2025.

The decrease was primarily due to timing of engineering projects.

Research, development and engineering expenses as a percentage of Net sales were 1.7% for the three months ended March 31, 2026 a decrease of 0.5 percentage points compared to 2.2% for the three months ended March 31, 2025.

Research, development and engineering expenses as a percentage of Net sales were 1.8% for the six months ended June 30, 2026 a decrease of 0.5% percentage points compared to 2.3% for the six months ended June 30, 2025.

The decrease in Research, development and engineering expenses as a percentage of Net Sales was mainly due to the items noted above.

Equity, Royalty and Interest Income from Investees

Equity, royalty and interest income from investees was $7.6 million for the three months ended March 31, 2026 , a decrease of $1.6 million compared to $9.2 million for the three months ended March 31, 2025.

The decrease was primarily due to lower earnings from one of our joint ventures in India.

Equity, royalty and interest income from investees was $15.2 million for the six months ended June 30, 2026 , a decrease of $1.5 million compared to $16.7 million for the six months ended June 30, 2025 .

The decrease was primarily due to lower earnings from our joint ventures in India.

These lower earnings were driven by a remeasurement of benefit obligations in India due to recent labor law changes.

Intangible asset amortization

Intangible asset amortization was $2.9 million for the three months ended March 31, 2026, an increase of $2.9 million compared to $0 for the three months ended March 31, 2025.

Intangible asset amortization was $5.8 million for the six months ended June 30, 2026, an increase of $5.8 million compared to $0 for the six months ended June 30, 2025.

The increase was due to the $5.8 million in amortization of intangible assets acquired in the Koch Filter acquisition.

Other Operating Expense (Income), Net

Other operating expense (income), net was $6.1 million for the three months ended March 31, 2026, an increase of $6.3 million compared to $(0.2) million for the three months ended March 31, 2025.

Other operating expense (income), net was $6.0 million for the six months ended June 30, 2026 , an increase of $6.2 million compared to $(0.2) million for the six months ended June 30, 2025 .

The increase was primarily due to transaction costs of $6.3 million associated with the acquisition of Koch Filter.

Interest Expense

Interest expense was $14.1 million for the three months ended March 31, 2026 , an increase of $5.7 million compared to $8.4 million for the three months ended March 31, 2025 .

The increase was primarily driven by the increased outstanding borrowings on our credit facility as additional borrowings were made during the quarter due to the Koch Filter acquisition.

Interest expense was $27.8 million for the six months ended June 30, 2026 , an increase of $10.9 million compared to $16.9 million for the six months ended June 30, 2025 .

The increase was primarily driven by the increased outstanding borrowings on our credit facility as additional borrowings were made in January 2026 for the Koch Filter acquisition.

Other (expense) income, net

Other (expense) income, net was $(1.0) million for the three months ended March 31, 2026, a decrease of $1.3 million compared to $0.3 million for the three months ended March 31, 2025.

The decrease in Other

(expense) income, net was due to an increase in the net loss on foreign exchange rate hedging which offset interest income that remained stable between the comparable periods.

Other (expense) income, net was $(1.7) million for the six months ended June 30, 2026 , a decrease of $5.5 million compared to $3.8 million for the six months ended June 30, 2025.

The decrease in Other (expense)

income, net was due to gains recognized in 2025 that did not recur and an increase in the net loss on foreign exchange rate hedging.

Income Tax Expense

Our effective tax rate for the three months ended March 31, 2026 was 20.9% , a decrease of 0.4 percentage points compared to 21.3% for the three months ended March 31, 2025 .

The variance in the effective tax rate is primarily attributable to higher excess tax benefits on stock compensation due to stock price appreciation and an increase in U.S.

tax deductions and foreign tax credits due to the adoption of the One Big Beautiful Bill Act (“OBBBA”), partially offset by unfavorable change in the mix of earnings among tax jurisdictions.

Our effective tax rate for the six months ended June 30, 2026 was 22.0% , an increase of 0.4 percentage points compared to 21.6% for the six months ended June 30, 2025 .

Our effective tax rate differs from the U.S.

statutory rate primarily due to differences in rates applicable to foreign subsidiaries, withholding taxes and state income taxes.

Liquidity and Capital Resources

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Our facilities under the 2026 Credit Agreement provide for $1.5 billion in total availability, which includes a $1.0 billion term loan and a $500 million revolving credit facility.

The term loan facility was drawn on fully for the amount of $1.0 billion with proceeds used to refinance the outstanding term loan facility and finance in part the acquisition of Koch Filter.

As of March 31, 2026, we have outstanding borrowings of $1.0 billion on the term loan and no amount was drawn on the revolving credit facility.

As a result, we had capacity under our revolving credit facility of $500.0 million as of March 31, 2026.

The term loan facility was drawn on fully for the amount of $1.0 billion with proceeds used to refinance the outstanding term loan facility and finance the acquisition of Koch Filter.

As of June 30, 2026, we have outstanding borrowings of $1.0 billion on the term loan and no amount was drawn on the revolving credit facility.

As a result, we had capacity under our revolving credit facility of $500.0 million as of June 30, 2026.

We believe that cash from operations and the facilities under the 2026 Credit Agreement will continue to provide sufficient liquidity for our working capital needs, planned capital expenditures, future payments of our contractual tax and benefit plan obligations and payments for share repurchases and quarterly dividends in both the short and long term.

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Our cash flow activity is noted below:

For the Three Months Ended March 31,

For the Six Months Ended June 30,

(in millions)

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Operating Cash Flow

Net cash provided by operating activities was $38.1 million for the three months ended March 31, 2026 , an increase of $9.4 million compared to $28.7 million for the three months ended March 31, 2025 .

The increase was driven primarily by a favorable change in other assets of $5.6 million and higher net income adjusted for non-cash items of $4.3 million, partially offset by higher working capital requirements of $1.1 million .

three months ended March 31, 2026 , higher working capital requirements resulted in a cash outflow of $23.2 million compared to a cash outflow of $22.1 million for the three months ended March 31, 2025.

The higher working capital cash outflow for the three months ended March 31, 2026 was mainly due to lower accounts payable, partially offset by lower trade and other receivables and higher accrued expenses.

There were no dividends received from our unconsolidated equity investees for the three months ended March 31, 2026.

Dividends received from our unconsolidated equity investees were $5.7 million for the three months ended March 31, 2025 .

Net cash provided by operating activities was $115.9 million for the six months ended June 30, 2026 , an increase of $42.8 million compared to $73.1 million for the six months ended June 30, 2025 .

The increase was driven primarily by higher net income adjusted for non-cash items of $24.7 million and lower working capital requirements of $13.5 million .

During the six months ended June 30, 2026 , lower working capital requirements

resulted in a cash outflow of $27.8 million compared to a cash outflow of $41.3 million for the six months ended June 30, 2025.

The lower working capital cash outflow for the six months ended June 30, 2026 was mainly due to higher accounts payable, partially offset by higher trade and other receivables and prepaid expenses and other current assets.

Dividends received from our unconsolidated equity investees were $6.2 million for the six months ended June 30, 2026.

Dividends received from our unconsolidated equity investees were $5.7 million for the six months ended June 30, 2025 .

Investing Cash Flow

Net cash used in investing activities for the three months ended March 31, 2026 and March 31, 2025 was primarily used for the acquisition of Koch Filter and capital expenditures.

Our capital expenditures were $12.6 million for the three months ended March 31, 2026 and $12.4 million (of which approximately $3.5 million related to one-time separation capital expenditures) for the three months ended March 31, 2025 , corresponding to approximately 2.6% and 3.0% of Net sales for the three months ended March 31, 2026 and March 31, 2025, respectively .

Net cash used in investing activities for the six months ended June 30, 2026 was primarily used for the $453.9 million acquisition of Koch Filter and capital expenditures.

Net cash used in investing activities for the six months ended June 30, 2025 was primarily used for capital expenditures.

Our capital expenditures were $25.6 million (of which approximately $1.3 million related to one-time integration capital expenditures) for the six months ended June 30, 2026 and $24.4 million (of which approximately $6.6 million related to one-time separation capital expenditures) for the six months ended June 30, 2025 , corresponding to approximately 3% and 3% of Net sales for the six months ended June 30, 2026 and June 30, 2025, respectively .

Financing Cash Flow

Net cash provided by (used in) financing activities for the three months ended March 31, 2026 was $402.6 million compared to $(17.9) million for the three months ended March 31, 2025 .

Net cash provided by financing activities for the three months ended March 31, 2026 consisted of net debt proceeds of $995.6 million from our term loan, partially offset by payments made in the refinancing of our previous term loan of $570.0 million, withholding taxes paid on stock-based compensation, repurchases of common stock and dividends paid.

Net cash used in financing activity for the three months ended March 31, 2025 consisted primarily of repurchases of common stock, dividends paid and payments made on our term loan.

We paid dividends of $4.4 million in the first three months of 2026 and $4.1 million in the first three months of 2025.

Net cash provided by (used in) financing activities for the six months ended June 30, 2026 was $384.8 million compared to $(45.9) million for the six months ended June 30, 2025 .

Net cash provided by financing activities for the six months ended June 30, 2026 consisted of net debt proceeds of $995.6 million from our term loan, partially offset by payments made in the refinancing of our previous term loan of $570.0 million, withholding taxes paid on stock-based compensation, repurchases of common stock and dividends paid.

Net cash used in financing activity for the six months ended June 30, 2025 consisted primarily of repurchases of common stock, dividends paid and payments made on our term loan.

We paid dividends of $9.0 million in the first six months of 2026 and $8.3 million in the first six months of 2025.

The first quarter 2026 dividend of $0.055 per share, declared on February 9, 2026 for shareholders of record as of February 20, 2026, was paid on March 4, 2026.

The second quarter 2026 dividend of $0.055 per share, declared on May 13, 2026 for shareholders of record as of May 26, 2026, was paid on June 10, 2026.

The declaration of dividends is subject to the discretion of our Board of Directors and depends on various factors, including our net earnings, financial condition, cash requirements, future prospects and other factors that our Board of Directors deems relevant to its analysis and decision making.

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For more information regarding our lease obligations, see Note 9, Leases , to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, which provides a summary of our future minimum lease payments.

Our total debt was $998.1 million at March 31, 2026 and $570.0 million at December 31, 2025 .

At March 31, 2026 , the weighted-average term of our outstanding long-term debt was 4.8 years.

Our total debt was $998.3 million at June 30, 2026 and $570.0 million at December 31, 2025 .

At June 30, 2026 , the weighted-average term of our outstanding long-term debt was 4.6 years.

Refer to Note 8, Debt and Borrowing Arrangements , to the Condensed Consolidated Financial Statements for more information on our debt and debt covenants.

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We believe Adjusted earnings per share provides improved comparability of underlying operating results.

• “Free cash flow” is defined as cash flows provided by (used in) operating activities less capital expenditures and “Adjusted free cash flow” is defined as Free cash flow after adding back certain one-time items associated with becoming a standalone public company, transaction costs associated with the Koch Filter acquisition and costs related to the integration of Koch Filter.

• “Free cash flow” is defined as cash flows provided by (used in) operating activities less capital expenditures and “Adjusted free cash flow” is defined as Free cash flow after adding back certain one-time capital expenditures and other separation costs associated with becoming a standalone public company, transaction costs associated with the Koch Filter acquisition and capital expenditures and other costs related to the integration of Koch Filter.

We believe Free cash flow and Adjusted free cash flow are useful metrics used by management and investors to analyze our ability to service and repay debt and return value to shareholders.

3 unchanged sentences

however, the amounts included in the EBITDA, EBITDA margin, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted earnings per share, Free cash flow and Adjusted free cash flow calculations are derived from amounts included in the consolidated statements of net income and cash flows.

We do not consider our non-GAAP financial measures as superior to, or a substitute for, the equivalent measures calculated and presented in accordance with GAAP.

consider our non-GAAP financial measures as superior to, or a substitute for, the equivalent measures calculated and presented in accordance with GAAP.

Some of the limitations are:

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A reconciliation of Net income to EBITDA and Adjusted EBITDA is shown in the table below:

For the Three Months Ended March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

2026 2025 2026 2025

(in millions)

5 unchanged sentences

Acquisition costs (a)

$ — $ — $ 6.3 $ —

One-time integration costs (a)

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A reconciliation of Diluted earnings per share to Adjusted earnings per share is shown in the table below:

For the Three Months Ended March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

2026 2025 2026 2025

Diluted earnings per share $ 0.78 $ 0.72 $ 1.37 $ 1.26

Acquisition costs (a)

$ — $ — $ 0.08 $ —

One-time integration costs (a)

0.01 — 0.03 —

One-time separation costs (b)

— 0.03 — 0.14

Intangible asset amortization (c)

0.04 — 0.07 —

Tax impact of acquisition costs (a)

$ — $ — $ 0.02 $ —

Tax impact of one-time integration costs (a)

1 unchanged sentence

Tax impact of intangible asset amortization (c)

0.01 — 0.02 —

Adjusted earnings per share $ 0.82 $ 0.75 $ 1.50 $ 1.37

(a) Primarily comprised of transaction costs associated with the Koch Filter acquisition and other Information Technology, Human Resources and manufacturing costs related to the integration of Koch Filter.

The tax impact of acquisition and integration costs for the three months ended March 31, 2026 were $1.3 million and $0.2 million, respectively.

The tax impact of acquisition and integration costs for the three and six months ended June 30, 2026, was $0.3 million and $1.9 million, respectively.

(b) Primarily comprised of one-time expenses related to Information Technology, warehousing, manufacturing and Human Resources separation costs and the related tax impact of those expenses.

The tax impact of one-time separation costs for the three months ended March 31, 2025 were $2.0 million.

(c) Amortization expense of the intangible assets acquired in the Koch Filter acquisition were $2.9 million for the three months ended March 31, 2026.

The tax impact of the amortization expense for the three months ended March 31, 2026 was $0.6 million.

The tax impact of one-time separation costs for the three months and six months ended June 30, 2025, was $0.5 million and $2.6 million, respectively.

(c) Amortization expense of the intangible assets acquired in the Koch Filter acquisition were $2.9 million and $5.8 million for the three and six months ended June 30, 2026, respectively.

The tax impact of the amortization expense for the three and six months ended June 30, 2026, was $0.7 million and $1.3 million, respectively.

A reconciliation of Net cash provided by operating activities to Free cash flow and Adjusted free cash flow is shown in the table below:

For the Three Months Ended March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

2026 2025 2026 2025

(in millions)

4 unchanged sentences

One-time integration costs 1.1 — 2.2 —

One-time separation capital expenditures — 3.5

One-time capital expenditures (a)

1.3 3.1 1.3 6.6

Adjusted free cash flow (non-GAAP) $ 67.2 $ 35.5 $ 100.1 $ 55.3

(a) One-time capital expenditures for the three and six months ended June 30, 2026, are primarily comprised of expenditures associated with the integration of Koch Filter.

One-time capital expenditures for the three and six months ended June 30, 2025, are primarily comprised of separation related expenditures.

Critical Accounting Policies and Estimates

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Identifiable intangible assets include customer relationships and trade names acquired during business combinations.

Identifiable intangible assets are amortized on a straight-line bases with estimated useful lives ranging from 15-20 years.

Identifiable intangible assets are amortized on a straight-line basis with estimated useful lives ranging from 15-20 years.

See Note 2, Acquisitions for additional information.

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