What changed in this filing

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Item 1. Financial Statements

2026-04-02 compared with 2026-01-08 · 176 added, 92 removed, 498 unchanged (35% of the section changed)

2 unchanged sentences

(In millions, except per-share data)

November 30, 2025 August 31, 2025

February 28, 2026 August 31, 2025

Current assets:

41 unchanged sentences

(In millions, except per-share data)

Three Months Ended

November 30, 2025 November 30, 2024

Three Months Ended Six Months Ended

February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025

Net sales $ 1,055.7 $ 1,006.3 $ 2,199.4 $ 1,957.9

2 unchanged sentences

Selling, distribution, and administrative expenses 381.5 357.8 774.9 673.8

Special charges 5.9 — 5.9 —

Operating profit 133.0 110.2 293.4 243.5

Other expense (income):

Interest expense (income), net 8.4 ( 4.0 )

Miscellaneous (income) expense, net ( 0.6 ) 2.5

Total other expense (income) 7.8 ( 1.5 )

Interest expense, net 7.0 6.9 15.4 2.9

Miscellaneous expense, net 3.1 1.0 2.5 3.5

Total other expense 10.1 7.9 17.9 6.4

Income before income taxes 122.9 102.3 275.5 237.1

9 unchanged sentences

Net income $ 96.8 $ 77.5 $ 217.3 $ 184.2

Other comprehensive (loss) income items:

Other comprehensive income (loss) items:

Foreign currency translation adjustments 20.4 ( 11.7 ) 15.3 ( 29.0 )

Defined benefit plans, net of tax 0.3 0.5 0.5 1.0

Other comprehensive loss items, net of tax ( 4.9 ) ( 16.8 )

Other comprehensive income (loss) items, net of tax 20.7 ( 11.2 ) 15.8 ( 28.0 )

Comprehensive income $ 117.5 $ 66.3 $ 233.1 $ 156.2

5 unchanged sentences

(In millions)

Three Months Ended

November 30, 2025 November 30, 2024

Six Months Ended

February 28, 2026 February 28, 2025

Cash flows from operating activities:

12 unchanged sentences

Purchases of property, plant, and equipment ( 41.8 ) ( 28.6 )

Acquisition of business, net of cash acquired — ( 1,165.0 )

Other investing activities ( 0.8 ) 3.2

1 unchanged sentence

Cash flows from financing activities:

Borrowings from term loan — 600.0

Repayments of term loan borrowings ( 200.0 ) —

4 unchanged sentences

Other financing activities ( 1.6 ) ( 1.1 )

Net cash used for financing activities ( 160.7 ) ( 18.7 )

Net cash (used for) provided by financing activities ( 342.0 ) 559.7

Effect of exchange rate changes on cash and cash equivalents 4.7 ( 8.8 )

16 unchanged sentences

Our mission at ABL is to provide sustainable and intelligent lighting solutions that enrich communities where people live, learn, work, and play.

We bring this mission to life through our strategy, which is to increase product vitality, elevate service levels, use technology to improve and differentiate both our products and how we operate the business, and drive productivity.

Our strategy is to increase product vitality, elevate service levels, use technology to improve and differentiate both our products and how we operate the business, and drive productivity.

At ABL, our offering combines luminaires with advanced electronics.

6 unchanged sentences

Acuity Intelligent Spaces Segment

Our mission at AIS is to make spaces smarter, safer, and greener through our strategy of connecting the edge with the cloud using disruptive technologies.

Through Atrius ® , Distech Controls ® , and QSC ® , we are driving productivity for people who own and manage a space and for the people who utilize a space.

At AIS, through Atrius ® , Distech Controls ® , and QSC ® , we have unique and disruptive technologies that are driving productivity for people experiencing spaces and for the people providing those spaces.

We do this through edge-with-cloud network effects, data-driven growth, a global operating model and end-customer focus.

Atrius makes data in a space accessible, usable, and actionable.

11 unchanged sentences

and its wholly-owned subsidiaries.

These unaudited interim consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary to present fairly our consolidated financial position as of November 30, 2025, our consolidated comprehensive income for the three months ended November 30, 2025 and November 30, 2024, and our consolidated cash flows for the three months ended November 30, 2025 and November 30, 2024.

Certain information and footnote disclosures normally included in our annual financial statements prepared in

These unaudited interim consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary to present fairly our consolidated financial position as of February 28, 2026, our consolidated comprehensive income for the three and six months ended February 28, 2026 and February 28,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

accordance with U.S.

2025, and our consolidated cash flows for the six months ended February 28, 2026 and February 28, 2025.

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

GAAP have been condensed or omitted.

17 unchanged sentences

We accounted for the acquisition of QSC in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”).

Acquired assets and liabilities were recorded at their estimated acquisition-date fair values.

Acquisition-related professional fees were expensed as incurred in fiscal 2025 for $ 23.8 million, of which $ 4.6 million was incurred during the three months ended November 30, 2024.

We recorded acquired assets and liabilities at their acquisition date fair values.

We finalized the purchase accounting for QSC during the second quarter of fiscal 2026.

No measurement period adjustments were recorded during the three and six months ended February 28, 2026.

Acquisition-related professional fees of $ 23.8 million were expensed as incurred in fiscal 2025, of which $ 14.1 million and $ 18.7 million were incurred during the three and six months ended February 28, 2025, respectively.

These costs were recorded in Selling, distribution, and administrative expenses on the Consolidated Statements of Comprehensive Income and were reflected in our unallocated corporate amounts.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The following table outlines the preliminary fair values of the assets and liabilities obtained in connection with the QSC acquisition as of January 1, 2025 (in millions):

The following table outlines the final fair values of the assets and liabilities obtained in connection with the QSC acquisition as of January 1, 2025 (in millions):

Purchase Price Allocation

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Goodwill $ 394.6

The estimated fair values and estimated useful lives of identifiable intangible assets as of January 1, 2025 are as follows:

The final fair values and useful lives of identifiable intangible assets as of January 1, 2025 are as follows:

Weighted Average Useful Life (Years) Fair Value

5 unchanged sentences

____________________________________

(1) Substantially all of the the developed technology intangible assets relates to Q-SYS, an audio, video, and control platform.

(1) Substantially all of the developed technology intangible assets relates to Q-SYS, an audio, video, and control platform.

Assets and liabilities for QSC have been reflected in the Consolidated Balance Sheets since the acquisition date.

The preliminary goodwill is recorded in the AIS segment, and it is primarily comprised of benefits related to the expansion of AIS’ technology and audio, video, and control solution product portfolios.

Approximately $ 350.0 million of the preliminary goodwill is expected to be deductible for tax purposes.

Amounts recorded for acquired assets and liabilities are deemed to be provisional until disclosed otherwise, as we continue to gather information related to the identification and valuation of acquired assets and liabilities.

These amounts may change as we finalize the allocation.

The primary areas of the preliminary acquisition accounting that are not yet finalized relate to income taxes and residual goodwill.

The final determination of acquisition-date fair values will be completed as soon as practicable, and within the measurement period of up to one year from the acquisition date as permitted under U.S.

Any adjustments to provisional amounts that are identified during the measurement period will be recorded in the reporting period in which the adjustment is determined.

No measurement period adjustments were recorded during the first quarter of fiscal 2026.

The goodwill is recorded in the AIS segment, and it is primarily comprised of benefits related to the expansion of AIS’ technology and audio, video, and control solution product portfolios.

Approximately $ 350.0 million of the goodwill is deductible for tax purposes.

The operating results of QSC have been included in our consolidated financial statements since the date of acquisition.

The following table provides the amount of QSC net sales and net income included within our consolidated financial statements for fiscal 2025 since the acquisition date (in millions):

February 28, 2025

Three Months Ended Six Months Ended

Net sales $ 95.1 $ 95.1

Net income (1)

( 1.7 ) ( 1.7 )

____________________________________

(1) Net income includes pre-tax nonrecurring acquisition date fair value adjustments to inventory of $ 10.4 million and amortization of acquired intangible assets of $ 7.8 million for the three and six months ended February 28, 2025.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

We have included unaudited pro forma financial information for fiscal 2025 to show the impacts of the QSC acquisition to our consolidated results assuming the acquisition closed as of the first day of fiscal 2024.

The unaudited pro forma information is not necessarily indicative of our results of operations had the acquisition been completed on this date, neither is it necessarily indicative of our future results.

Amounts in the table below combine our previously reported results with QSC’s results for the corresponding periods as well as adjustments for purchase accounting, accounting policy alignments, changes to our capital structure, including additional interest expense associated with borrowings to fund the acquisition, and other nonrecurring items that were incurred in connection with the acquisition, assuming they occurred as of September 1, 2023 (in millions):

Quarter-to-Date Year-to-Date

February 28, 2025 February 28, 2025

Revenue $ 1,059.4 $ 2,158.6

Net income 98.2 208.8

Note 4 — New Accounting Pronouncements

Accounting Standards Yet to Be Adopted

Accounting Standards Update ( “ ASU ” ) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220):

Accounting Standards Update ( “ ASU ” ) 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software ( “ ASU 2025-06 ” )

In September 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-06, which modernizes the accounting for internal-use software costs by aligning the guidance with incremental and iterative software development methods used today.

The amendment removes all references to development stages and requires capitalization of software costs to begin once management approves funds for the project and it is probable the software will be completed and used as intended.

The amendment may be applied prospectively, retrospectively, or using a modified prospective approach, and early adoption is permitted.

ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, or our fiscal 2029.

We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures.

ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220):

Disaggregation of Income Statement Expenses ( “ ASU 2024-03 ” )

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, which requires public entities to disaggregate specific types of expenses, including disclosures for purchases of inventory, employee compensation, depreciation, intangible asset amortization, and selling expenses.

In November 2024, the FASB issued ASU 2024-03, which requires public entities to disaggregate specific types of expenses, including disclosures for purchases of inventory, employee compensation, depreciation, intangible asset amortization, and selling expenses.

Annual disclosures are required for fiscal years beginning after December 15, 2026, or our fiscal 2028.

11 unchanged sentences

All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 5 — Fair Value Measurements

8 unchanged sentences

Such adjustments typically arise if we determine that certain of our assets are impaired.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Financial Instruments Recorded at Fair Value

The following table summarizes balances and the fair value hierarchy level of our financial instruments recorded at fair value on a recurring basis as of the dates presented (in millions):

November 30, 2025 August 31, 2025

February 28, 2026 August 31, 2025

Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

12 unchanged sentences

Our senior unsecured public notes are carried at the outstanding balance, net of unamortized bond discount and deferred costs, as of the end of the reporting period.

The estimated fair value of our senior unsecured public notes was $ 452.9 million and $ 446.7 million as of November 30, 2025 and August 31, 2025, respectively.

We had $ 300.0 million and $ 400.0 million of borrowings outstanding under our Term Loan Facility (as defined herein) as of November 30, 2025 and August 31, 2025, respectively.

The estimated fair value of our senior unsecured public notes was $ 454.9 million and $ 446.7 million as of February 28, 2026 and August 31, 2025, respectively.

We had $ 200.0 million and $ 400.0 million of borrowings outstanding under our Term Loan Facility (as defined herein) as of February 28, 2026 and August 31, 2025, respectively.

Such borrowings are variable-rate instruments that reset on a frequent short-term basis;

4 unchanged sentences

In many cases, the fair value estimates cannot be substantiated by comparison to independent markets, nor can the disclosed value be realized in immediate settlement of the instruments.

In evaluating our management of liquidity and other risks, the fair values of all assets and liabilities should be taken into consideration, not only those presented above.

In evaluating our management of liquidity

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

and other risks, the fair values of all assets and liabilities should be taken into consideration, not only those presented above.

Note 6 — Inventories

1 unchanged sentence

Inventories are stated on a first-in, first-out basis at the lower of cost and net realizable value and consist of the following as of the dates presented (in millions):

November 30, 2025 August 31, 2025

February 28, 2026 August 31, 2025

Raw materials, supplies, and work in process (1)

6 unchanged sentences

(1) Due to the immaterial amount of estimated work in process and the short lead times for the conversion of raw materials to finished goods, we do not believe the segregation of raw materials and work in process is meaningful information.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

We review inventory quantities on hand and record a provision for excess or obsolete inventory primarily based on estimated future demand and current market conditions.

2 unchanged sentences

Property, plant, and equipment consist of the following as of the dates presented (in millions):

November 30, 2025 August 31, 2025

February 28, 2026 August 31, 2025

Land $ 22.6 $ 22.2

10 unchanged sentences

Indefinite-lived intangible assets consist of trade names that are expected to generate cash flows indefinitely.

We recorded amortization expense for definite-lived intangible assets of $ 23.4 million and $ 8.7 million during the three months ended November 30, 2025 and November 30, 2024, respectively.

We recorded amortization expense for definite-lived intangible assets of $ 24.0 million and $ 16.8 million during the three months ended February 28, 2026 and February 28, 2025, respectively and $ 47.4 million and $ 25.5 million during the six months ended February 28, 2026 and February 28, 2025, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The following table summarizes the changes in the carrying amount of goodwill by segment during the periods presented (in millions):

2 unchanged sentences

Foreign currency translation adjustments 1.2 0.7 1.9

Balance at November 30, 2025 $ 1,014.4 $ 478.2 $ 1,492.6

Balance at February 28, 2026 $ 1,017.2 $ 480.2 $ 1,497.4

ABL AIS Total

Balance at August 31, 2024 $ 1,015.1 $ 83.6 $ 1,098.7

Provisional amounts from acquired businesses — 363.5 363.5

Foreign currency translation adjustments ( 8.2 ) ( 3.7 ) ( 11.9 )

Balance at November 30, 2024 $ 1,010.2 $ 81.6 $ 1,091.8

Balance at February 28, 2025 $ 1,006.9 $ 443.4 $ 1,450.3

Further discussion of goodwill and intangible assets is included within the Significant Accounting Policies footnote of the Notes to Consolidated Financial Statements within our Form 10-K.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 9 — Other Current Liabilities

Other current liabilities consist of the following as of the dates presented (in millions):

November 30, 2025 August 31, 2025

February 28, 2026 August 31, 2025

Customer incentive programs (1)

14 unchanged sentences

(4) Refer to the Debt and Lines of Credit footnote of the Notes to Consolidated Financial Statements for additional information.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 10 — Debt and Lines of Credit

8 unchanged sentences

On June 30, 2022, we entered into a credit agreement (the “Credit Agreement”) with a syndicate of banks that provides us with a $ 600.0 million five-year unsecured revolving credit facility (the “Revolving Credit Facility”) with the ability to request an additional $ 400.0 million of borrowing capacity.

We had no short-term borrowings outstanding under the Revolving Credit Facility at November 30, 2025 and August 31, 2025.

We had no short-term borrowings outstanding under the Revolving Credit Facility at February 28, 2026 and August 31, 2025.

On November 25, 2024, we entered into an amendment to the Credit Agreement that, among other things, provided for a delayed draw term loan facility of up to $ 600.0 million (the “Term Loan Facility”), which could be drawn in a single borrowing at any time, subject to certain conditions.

1 unchanged sentence

In fiscal 2025, we voluntarily repaid $ 200.0 million of the outstanding obligation.

In the first quarter of fiscal 2026, we voluntarily repaid an additional $ 100.0 million of the outstanding obligation.

We had borrowings outstanding under the Term Loan Facility of $ 300.0 million and $ 400.0 million at November 30, 2025 and August 31, 2025, respectively.

In the first six months of fiscal 2026, we voluntarily repaid an additional $ 200.0 million of the outstanding obligation.

We had borrowings outstanding under the Term Loan Facility of $ 200.0 million and $ 400.0 million at February 28, 2026 and August 31, 2025, respectively.

The Term Loan Facility will mature on June 30, 2027, which is the maturity date of the revolving loans and commitments under the existing Credit Agreement.

Borrowings under the Term Loan Facility bear interest at an adjusted term Secured Overnight Financing Rate (“SOFR”), adjusted daily simple SOFR rate, or base rate, at the Company’s option, plus an applicable margin.

The applicable margin is based on, at our option, the Company’s leverage ratio or ratings level, each as defined in the Credit Agreement, and ranges from 0.875 % to 1.375 % (for

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

SOFR-based loans) and from 0.0 % to 0.375 % (for base rate loans).

The applicable margin is based on, at our option, the Company’s leverage ratio or ratings level, each as defined in the Credit Agreement, and ranges from 0.875 % to 1.375 % (for SOFR-based loans) and from 0.0 % to 0.375 % (for base rate loans).

The covenants and events of default that apply to the revolving loans and commitments under the Credit Agreement also apply to the Term Loan Facility, and borrowings under the Term Loan Facility are guaranteed by the Company and the subsidiaries of the Company that guarantee the revolving loans and commitments.

We were in compliance with all financial covenants under the Credit Agreement as of the periods presented.

At November 30, 2025, we had additional borrowing capacity under the Credit Agreement of $ 593.0 million under the most restrictive covenant in effect at the time, which represents the full amount of the Revolving Credit Facility less outstanding letters of credit of $ 7.0 million issued under the Revolving Credit Facility, primarily for securing collateral requirements under our casualty insurance policies.

At February 28, 2026, we had additional borrowing capacity under the Credit Agreement of $ 593.4 million under the most restrictive covenant in effect at the time, which represents the full amount of the Revolving Credit Facility less outstanding letters of credit of $ 6.6 million issued under the Revolving Credit Facility, primarily for securing collateral requirements under our casualty insurance policies.

None of our existing debt instruments include provisions that would require an acceleration of repayments based solely on changes in our credit ratings.

Borrowings and repayments on our Revolving Credit Facility with terms of three months or less are reported on a net basis on our Consolidated Statements of Cash Flows .

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 11 — Commitments and Contingencies

1 unchanged sentence

We establish estimated liabilities when the associated costs related to uncertainties or guarantees become probable and can be reasonably estimated.

For the period ended November 30, 2025, no material changes have occurred in our estimated liabilities for self-insurance, litigation, environmental matters, guarantees, and indemnities, or relevant events and circumstances, from those disclosed in the Commitments and Contingencies footnote of the Notes to Consolidated Financial Statements within our Form 10-K.

For the period ended February 28, 2026, no material changes have occurred in our estimated liabilities for self-insurance, litigation, environmental matters, guarantees, and indemnities, or relevant events and circumstances, from those disclosed in the Commitments and Contingencies footnote of the Notes to Consolidated Financial Statements within our Form 10-K.

Product Warranty Costs

5 unchanged sentences

Recoveries are recorded net of allowances for credit losses.

Although we assume that historical experience will continue to be the best indicator of future warranty costs, we cannot assure that future warranty costs will not exceed historical amounts, and/or loss recoveries will not be fully collectible.

If actual future warranty costs exceed recorded amounts, or recoveries are no longer collectible, adjustments to our accruals and/or receivables may be warranted, which could have a material adverse impact on our results of operations and cash flows.

1 unchanged sentence

The following table summarizes changes in the estimated liabilities for product warranty costs, excluding any estimated or actual lost recoveries, during the periods presented (in millions):

Three Months Ended

November 30, 2025 November 30, 2024

Six Months Ended

February 28, 2026 February 28, 2025

Beginning balance $ 44.1 $ 37.5

1 unchanged sentence

Payments and other deductions ( 19.7 ) ( 19.9 )

Acquired warranty liabilities — 7.8

Ending balance $ 40.7 $ 39.5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

We are subject to various other legal claims arising in the normal course of business, including patent infringement, employment matters, and product liability claims.

4 unchanged sentences

However, we cannot make a meaningful estimate of actual costs to be incurred that could possibly be higher or lower than the accrued amounts.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 12 — Changes in Stockholders' Equity

16 unchanged sentences

Balance, November 30, 2025 30.7 0.6 1,151.0 4,401.0 ( 81.4 ) ( 2,677.2 ) 2,794.0

Net income — — — 96.8 — — 96.8

Other comprehensive income — — — — 20.7 — 20.7

Share-based payment amortization, issuances, and cancellations

— * — 12.6 — — — 12.6

Stock options exercised and other — * — 0.9 — — — 0.9

Cash dividends of $ 0.20 per share paid on common stock

— — — ( 6.3 ) — — ( 6.3 )

Repurchases of common stock ( 0.2 ) — — — — ( 77.9 ) ( 77.9 )

Balance, February 28, 2026 30.5 $ 0.6 $ 1,164.5 $ 4,491.5 $ ( 60.7 ) $ ( 2,755.1 ) $ 2,840.8

_______________________________________

(1) Share activity and balances above are calculated using rounded numbers.

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Balance, November 30, 2024 31.0 0.5 1,120.5 4,012.0 ( 131.7 ) ( 2,537.9 ) 2,463.4

Net income — — — 77.5 — — 77.5

Other comprehensive loss — — — — ( 11.2 ) — ( 11.2 )

Share-based payment amortization, issuances, and cancellations — * — 10.9 — — — 10.9

Stock options exercised and other — * — 1.4 — — — 1.4

Cash dividends of $ 0.17 per share paid on common stock

— — — ( 5.5 ) — — ( 5.5 )

Repurchases of common stock — * — — — — ( 16.1 ) ( 16.1 )

Balance, February 28, 2025 31.0 $ 0.5 $ 1,132.8 $ 4,084.0 $ ( 142.9 ) $ ( 2,554.0 ) $ 2,520.4

_______________________________________

(1) Share activity and balances above are calculated using rounded numbers.

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The amount of transaction price from contracts with customers allocated to our contract liabilities consists of the following as of the dates presented (in millions):

November 30, 2025 August 31, 2025

February 28, 2026 August 31, 2025

Current deferred revenues $ 23.3 $ 21.4

2 unchanged sentences

These services are expected to be performed within one year.

Revenue recognized from beginning balances of contract liabilities during the three months ended November 30, 2025 totaled $ 7.8 million.

Revenue recognized from beginning balances of contract liabilities during the six months ended February 28, 2026 totaled $ 13.7 million.

Non-current deferred revenues primarily consist of long-term service-type warranties, which are typically recognized ratably as revenue between five years and ten years from the date of sale, and are included within Other long-term liabilities on the Consolidated Balance Sheets.

Unsatisfied performance obligations that do not represent contract liabilities are expected to be satisfied within one year from November 30, 2025 and consist primarily of orders for physical goods that have not yet been shipped.

Unsatisfied performance obligations that do not represent contract liabilities are expected to be satisfied within one year from February 28, 2026 and consist primarily of orders for physical goods that have not yet been shipped.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

3 unchanged sentences

The following table shows revenue from contracts with customers by sales channel and reconciles to our segment information for the periods presented (in millions):

Three Months Ended

November 30, 2025 November 30, 2024

Three Months Ended Six Months Ended

February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025

Independent sales network $ 616.7 $ 615.2 $ 1,283.0 $ 1,259.1

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The following table presents share-based payment expense for the periods presented (in millions):

Three Months Ended

November 30, 2025 November 30, 2024

Three Months Ended Six Months Ended

February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025

Share-based payment expense $ 13.1 $ 11.4 $ 25.6 $ 23.5

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Service cost of net periodic pension cost is allocated between Cost of products sold and Selling, distribution, and administrative expenses in the Consolidated Statements of Comprehensive Income based on the function of the employee's services.

All other components of net periodic pension cost are included within Miscellaneous (income) expense, net in the Consolidated Statements of Comprehensive Income .

All other components of net periodic pension cost are included within Miscellaneous expense, net in the Consolidated Statements of Comprehensive Income .

Net periodic pension cost included the following components before tax for the periods presented (in millions):

Three Months Ended

November 30, 2025 November 30, 2024

Three Months Ended Six Months Ended

February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025

Service cost $ 1.0 $ 1.3 $ 2.1 $ 2.7

Administrative cost 0.1 — 0.1 —

Interest cost 1.3 2.4 2.5 4.8

3 unchanged sentences

Further details regarding our pension plans are included within the Pension and Defined Contribution Plans footnote of the Notes to Consolidated Financial Statements within our Form 10-K.

Note 16 — Special Charges

During the second fiscal quarter of 2026, we recognized pre-tax special charges consisting of employee severance costs of $ 5.9 million related to productivity improvements in our ABL segment.

These charges primarily related to labor cost reductions.

We recognized no special charges during the three and six months ended February 28, 2025.

As of February 28, 2026, remaining accruals related to special charges totaled $ 4.9 million and are included in Accrued compensation in the Consolidated Balance Sheets .

These amounts related to unpaid severance and employee-related costs from our second quarter fiscal 2026 actions.

Note 17 — Other Expense

The following table summarizes the components of O ther expense (income) , net for the periods presented (in millions):

Three Months Ended

November 30, 2025 November 30, 2024

Three Months Ended Six Months Ended

February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025

Interest expense (income), net:

1 unchanged sentence

Interest income ( 1.7 ) ( 4.8 ) ( 3.8 ) ( 14.9 )

Interest expense (income), net 8.4 ( 4.0 )

Interest expense, net 7.0 6.9 15.4 2.9

Miscellaneous (income) expense, net:

Non-service components of net periodic pension cost 1.0 0.9 1.9 1.9

Foreign currency transaction losses 0.1 0.1

Foreign currency transaction losses (gains) 1.6 ( 0.2 ) 0.9 ( 0.1 )

Other items 0.5 0.3 ( 0.3 ) 1.7

Miscellaneous (income) expense, net ( 0.6 ) 2.5

Other expense (income), net $ 7.8 $ ( 1.5 )

Miscellaneous expense, net 3.1 1.0 2.5 3.5

Other expense, net $ 10.1 $ 7.9 $ 17.9 $ 6.4

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

5 unchanged sentences

The following table calculates basic earnings per common share and diluted earnings per common share for the periods presented (in millions, except per share data):

Three Months Ended

November 30, 2025 November 30, 2024

Three Months Ended Six Months Ended

February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025

Net income $ 96.8 $ 77.5 $ 217.3 $ 184.2

9 unchanged sentences

Amounts in the table may not recalculate exactly due to rounding.

Stock options, performance stock awards, and restricted stock awards that were excluded from the diluted earnings per share calculation as the effect of inclusion would have been antidilutive were immaterial for the three months ended November 30, 2025 and November 30, 2024.

Stock options, performance stock awards, and restricted stock awards that were excluded from the diluted earnings per share calculation as the effect of inclusion would have been antidilutive were immaterial for the three and six months ended February 28, 2026 and February 28, 2025.

Further discussion of our share-based payment awards is included within the Common Stock and Related Matters and Share-based Payments footnotes of the Notes to Consolidated Financial Statements within our Form 10-K.

2 unchanged sentences

Comprehensive income includes our net income as well as other comprehensive (loss) income items, which are comprised of foreign currency translation and pension adjustments.

The following table presents the changes in each component of accumulated other comprehensive loss net of tax during the periods presented (in millions):

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The following table presents the changes in each component of accumulated other comprehensive loss net of tax during the periods presented (in millions):

Foreign Currency Items Defined Benefit Pension Plans Accumulated Other Comprehensive Loss Items

Balance at August 31, 2025 $ ( 60.1 ) $ ( 16.4 ) $ ( 76.5 )

Other comprehensive loss before reclassifications ( 5.1 ) — ( 5.1 )

Other comprehensive income before reclassifications 15.3 — 15.3

Amounts reclassified from accumulated other comprehensive loss (1)

Net current period other comprehensive (loss) income ( 5.1 ) 0.2 ( 4.9 )

Balance at November 30, 2025 $ ( 65.2 ) $ ( 16.2 ) $ ( 81.4 )

Net current period other comprehensive income 15.3 0.5 15.8

Balance at February 28, 2026 $ ( 44.8 ) $ ( 15.9 ) $ ( 60.7 )

Foreign Currency Items Defined Benefit Pension Plans Accumulated Other Comprehensive Loss Items

3 unchanged sentences

Net current period other comprehensive (loss) income ( 29.0 ) 1.0 ( 28.0 )

Balance at November 30, 2024 $ ( 88.2 ) $ ( 43.5 ) $ ( 131.7 )

Balance at February 28, 2025 $ ( 99.9 ) $ ( 43.0 ) $ ( 142.9 )

_______________________________________

1 unchanged sentence

See the Pension and Defined Contribution Plans footnote of the Notes to Consolidated Financial Statements for additional details.

The following table summarizes the tax expense or benefit allocated to each component of other comprehensive loss for the periods presented (in millions):

The following table summarizes the tax expense or benefit allocated to each component of other comprehensive income (loss) for the periods presented (in millions):

Three Months Ended

November 30, 2025 November 30, 2024

February 28, 2026 February 28, 2025

Before Tax Amount Tax (Expense) Benefit Net of Tax Amount Before Tax Amount Tax (Expense) Benefit Net of Tax Amount

1 unchanged sentence

Actuarial losses on defined benefit pension plans 0.4 ( 0.1 ) 0.3 0.6 ( 0.1 ) 0.5

Other comprehensive loss $ ( 4.7 ) $ ( 0.2 ) $ ( 4.9 ) $ ( 16.6 ) $ ( 0.2 ) $ ( 16.8 )

Other comprehensive income (loss) $ 20.8 $ ( 0.1 ) $ 20.7 $ ( 11.1 ) $ ( 0.1 ) $ ( 11.2 )

Six Months Ended

February 28, 2026 February 28, 2025

Before Tax Amount Tax (Expense) Benefit Net of Tax Amount Before Tax Amount Tax (Expense) Benefit Net of Tax Amount

Foreign currency translation adjustments $ 15.3 $ — $ 15.3 $ ( 29.0 ) $ — $ ( 29.0 )

Actuarial losses on defined benefit pension plans 0.8 ( 0.3 ) 0.5 1.3 ( 0.3 ) 1.0

Other comprehensive income (loss) $ 16.1 $ ( 0.3 ) $ 15.8 $ ( 27.7 ) $ ( 0.3 ) $ ( 28.0 )

Note 20 — Segment Information

4 unchanged sentences

Additionally, he considers segment operating profit when evaluating employee compensation and personnel allocations.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

We allocate certain working capital assets and capital expenditures to our segments primarily to assess each segment's contribution to our consolidated operating cash flows and capital expenditures.

4 unchanged sentences

These include expenses related to governance, policy setting, compliance, and certain other shared services functions.

Additionally, net interest expense (income), net miscellaneous (income) expense, and income tax expense are not allocated to segments.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Additionally, net interest expense, net miscellaneous expense, and income tax expense are not allocated to segments.

The following table presents financial information by operating segment for the periods presented (in millions):

Three Months Ended November 30, 2025

Three Months Ended February 28, 2026

ABL AIS Corporate Eliminations Total

Net sales $ 817.4 $ 248.1 $ — $ ( 9.8 ) $ 1,055.7

Cost of goods sold 494.5 104.2 — ( 8.8 ) 589.9

Cost of products sold 443.6 101.5 — ( 9.8 ) 535.3

Selling, distribution, and administrative expenses 242.8 118.3 20.4 — 381.5

Special charges 5.9 — — — 5.9

Operating profit $ 125.1 $ 28.3 $ ( 20.4 ) $ — 133.0

Interest expense, net 7.0

Miscellaneous income, net ( 0.6 )

Miscellaneous expense, net 3.1

Income before income taxes $ 122.9

3 unchanged sentences

Capital expenditures 12.8 1.5 1.5 — 15.8

Three Months Ended November 30, 2024

Three Months Ended February 28, 2025

ABL AIS Corporate Eliminations Total

Net sales $ 840.6 $ 171.5 $ — $ ( 5.8 ) $ 1,006.3

Cost of goods sold 479.6 30.6 — ( 7.9 ) 502.3

Cost of products sold 462.6 81.5 — ( 5.8 ) 538.3

Selling, distribution, and administrative expenses 247.7 80.1 30.0 — 357.8

Operating profit $ 130.3 $ 9.9 $ ( 30.0 ) $ — 110.2

Interest income, net ( 4.0 )

Interest expense, net 6.9

Miscellaneous expense, net 1.0

4 unchanged sentences

Capital expenditures 7.4 2.1 0.2 — 9.7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Six Months Ended February 28, 2026

ABL AIS Corporate Eliminations Total

Net sales $ 1,712.5 $ 505.5 $ — $ ( 18.6 ) $ 2,199.4

Cost of products sold 938.1 205.7 — ( 18.6 ) 1,125.2

Selling, distribution, and administrative expenses 494.4 234.5 46.0 — 774.9

Special charges 5.9 — — — 5.9

Operating profit $ 274.1 $ 65.3 $ ( 46.0 ) $ — 293.4

Interest expense, net 15.4

Miscellaneous expense, net 2.5

Income before income taxes $ 275.5

Supplemental Information:

Depreciation and amortization $ 35.0 $ 40.8 $ 1.3 $ — $ 77.1

Segment assets 864.9 229.3 3,464.3 — 4,558.5

Capital expenditures 36.1 4.2 1.5 — 41.8

Six Months Ended February 28, 2025

ABL AIS Corporate Eliminations Total

Net sales $ 1,726.6 $ 245.0 $ — $ ( 13.7 ) $ 1,957.9

Cost of products sold 942.2 112.1 — ( 13.7 ) 1,040.6

Selling, distribution, and administrative expenses 510.8 112.2 50.8 — 673.8

Operating profit $ 273.6 $ 20.7 $ ( 50.8 ) $ — 243.5

Interest expense, net 2.9

Miscellaneous expense, net 3.5

Income before income taxes $ 237.1

Supplemental Information:

Depreciation and amortization $ 35.7 $ 15.2 $ 1.2 $ — $ 52.1

Segment assets 834.8 214.7 3,532.2 — 4,581.7

Capital expenditures 25.5 2.9 0.2 — 28.6

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