What changed in this filing

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Item 1A. Risk Factors

2026-02-26 compared with 2025-02-27 · 48 added, 44 removed, 163 unchanged (36% of the section changed)

4 unchanged sentences

Macroeconomic fluctuations may harm our business, results of operations and stock price.

Our business, financial condition, operating results and cash flows may be adversely affected by changes in global economic conditions and geopolitical risks, including credit market conditions, trade policies, including recently announced and threatened tariffs on certain raw materials, levels of consumer and business confidence, commodity prices and availability, inflationary pressures, exchange rates, levels of government spending and deficits, political conditions, and other challenges that could affect the global economy, including the ongoing conflict in the Middle East as well as impacts associated with any economic sanctions imposed against Russia, in response to their invasion of the Ukraine.

Our business, financial condition, operating results and cash flows may be adversely affected by changes in global economic conditions and geopolitical risks, including credit market conditions, trade policies, including recently announced and potential additional tariffs on certain raw materials, levels of consumer and business confidence, commodity prices and availability, inflationary pressures, exchange rates, levels of government spending and deficits, political conditions, and other challenges that could affect the global economy, including the ongoing conflict in the Middle East as well as impacts associated with any economic sanctions imposed against Russia, in response to their invasion of the Ukraine.

These economic and geopolitical conditions could affect businesses such as ours in a number of ways.

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Similarly, credit restrictions may adversely affect our supplier base and increase the potential for one or more of our suppliers to experience financial distress or bankruptcy.

See “Specific Risks Related to Our Business Segments.”

See “Specific Risks Related to Our Reportable Segments.”

Demand for our products is variable and subject to factors beyond our control, which could result in unanticipated events significantly impacting our results of operations.

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Reductions in demand from these industries would reduce the sales and profitability of the affected business segments.

• In our Aerospace & Electronics segment, a significant decline in demand for air travel, or a decline in airline profitability generally, could result in reduced orders for aircraft and could also cause airlines to reduce their purchases of spare parts from our businesses.

In addition, our Aerospace & Electronics segment could be impacted to the extent that our major aircraft manufacturing customers encounter problems which impact their production rates and, correspondingly, reduce purchases of our products, or if pricing pressure from aircraft customers caused the manufacturers to press their suppliers to lower prices and/or extend payment terms;

• In our Aerospace & Advanced Technologies segment, a significant decline in demand for air travel, or a decline in airline profitability generally, could result in reduced orders for aircraft and could also cause airlines to reduce their purchases of spare parts from our businesses.

In addition, our Aerospace & Advanced Technologies segment could be impacted to the extent that our major aircraft manufacturing customers encounter problems which impact their production rates and, correspondingly, reduce purchases of our products, or if pricing pressure from aircraft customers caused the manufacturers to press their suppliers to lower prices and/or extend payment terms;

in addition, demand for military and defense products is dependent upon government spending in certain areas which can vary year to year.

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Deterioration in any of these economic factors could result in sales and profits falling below our current outlook.

• Ongoing or threatened U.S.

government shutdowns which may impact our ability to obtain or progress on government contracts, primarily in our Aerospace and Advanced Technologies segment.

• Any pandemics or public health emergencies could result in disruptions to global supply chains, delays in supplier deliveries, higher raw material prices, delays in deliveries to customers, travel restrictions, site access and quarantine restrictions, and employee absences.

The extent to which public health emergencies could impact our operations and financial performance is highly uncertain and would depend on future developments, including the duration of any such public health emergency, potential actions taken by governmental authorities, and how quickly economic conditions stabilize.

In addition, a major hurricane, earthquake, tornado, wildfire, flood, drought or other natural disaster or severe weather event could seriously disrupt our business and impact our results of operations and cash flows.

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government's approach to trade policy, including in some cases renegotiating and terminating certain existing bilateral or multi-lateral trade agreements.

The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies (such as those recently announced or threatened by various countries) has the potential to adversely impact demand for our products, our costs, our customers, our suppliers, and the U.S.

The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies (such as those recently announced or potential additional tariffs by various countries) has the potential to adversely impact demand for our products, our costs, our customers, our suppliers, and the U.S.

economy, which in turn could have a material adverse effect on our business, financial condition, results of operations and cash flows;

• Economic and political instability, including the risk of geopolitical conflict or territorial incursions, in the countries and regions in which we operate;

• The risks of fluctuations in foreign currency exchange rates, primarily the euro and the British pound, could adversely affect our reported results, primarily in our Process Flow Technologies segment, as amounts earned in other countries are translated into U.S.

dollars for reporting purposes.

We may be unable to identify or to complete acquisitions, or to successfully integrate the businesses we acquire.

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Integrating acquired operations involves significant risks and uncertainties, including:

• Maintenance of uniform standards, controls, policies and procedures;

• Maintenance of uniform standards, controls, policies and procedures, in particular where acquisitions reflect carve-out transactions;

• Unplanned expenses associated with the integration efforts;

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We deploy a continuous, company-wide process to source our components and raw materials from fewer suppliers, and to obtain parts from suppliers in low-cost countries where possible.

Consistent with the rest of the aerospace and defense industry, our A&E business has been experiencing, and may continue to experience, supply chain disruptions from an insufficient availability of certain components and raw materials.

Consistent with the rest of the aerospace and defense industry, our AAT business has been experiencing, and may continue to experience, supply chain disruptions from an insufficient availability of certain components and raw materials.

If we are unable to timely source these components or raw materials, our operations may be disrupted, or we could experience a delay or temporary stoppage in certain of our manufacturing operations.

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supplier financial condition;

supplier product strategy changes;

increases in duties and tariff costs;

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cost are also impacted by imposed tariffs, which are often unpredictable.

We have seen a period of sustained price increases for components and raw materials that may continue into the future as demand increases and supply may remain constrained, notably in our A&E segment, which has resulted in, and may continue to result in, increased costs for us.

We have seen a period of sustained price increases for components and raw materials that may continue into the future as demand increases and supply may remain constrained, notably in our AAT

segment, which has resulted in, and may continue to result in, increased costs for us.

While we have taken actions aimed at securing an adequate supply of raw materials at prices which are favorable to us, if the prices of critical components and raw materials increase or we are unable to pass increased costs of components and raw materials to customers, our operating profit could be adversely affected.

Any pandemics or public health emergencies could result in disruptions to global supply chains, delays in supplier deliveries, higher raw material prices, delays in deliveries to customers, travel restrictions, site access and quarantine restrictions, and

employee absences.

Information systems and technology networks failures and breaches in data security, personally identifiable and other information, non-compliance with our contractual or other legal obligations regarding such information, or a violation of our privacy and security policies with respect to such information, could adversely affect us.

We are dependent on information technology networks and systems, to process, transmit and store electronic information, and, in the normal course of our business, we collect and retain certain types of personally identifiable and other information pertaining to our customers, stockholders and employees.

The legal, regulatory and contractual environment surrounding information security and privacy is constantly evolving and companies that collect and retain such information are under increasing attack by cyber-criminals around the world.

A theft, loss, fraudulent use or misuse of customer, vendor, employee or our proprietary data by cybercrime or otherwise, non-compliance with our contractual or other legal obligations regarding such data or a violation of our privacy and security policies with respect to such data could adversely impact our reputation and could result in costs, fines, litigation or regulatory action against us.

Security breaches can create system disruptions and shutdowns that could result in disruptions to our operations.

We cannot be certain that advances in criminal capabilities, new vulnerabilities or other developments will not compromise or breach the security solutions protecting our information technology, networks and systems.

A cyber-attack on our information systems technology or those of our partners, vendors, suppliers could adversely affect our ability to process orders, maintain proper levels of inventory, collect accounts receivable and pay expenses;

all of which could have an adverse effect on our results of operations, financial condition and cash flows.

Failure to effectively prevent, detect and recover from security breaches, including attacks on information technology and infrastructure by hackers;

breaches due to employee error or actions;

or other disruptions could seriously harm our operations as well as the operations of our customers and suppliers.

Such serious harm can involve, among other things, misuse of our assets, business disruptions, loss of data, unauthorized access to trade secrets and confidential business information, unauthorized access to personal information, legal claims or proceedings, reporting errors, processing inefficiencies, negative media attention, reputational harm, loss of sales, remediation and increased insurance costs, and interference with regulatory compliance.

We have experienced and expect to continue to experience some of these types of cybersecurity threats and incidents, which could be material in the future.

We may be unable to successfully develop and introduce new products, which would limit our ability to grow and maintain our competitive position and adversely affect our financial condition, results of operations and cash flow.

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A number of factors may adversely affect the labor force available to us or increase labor costs, including high employment levels, federal unemployment subsidies and other government regulations.

We have recently observed an increasingly competitive labor market which has and could continue to result in higher compensation costs.

While we believe we have a robust intellectual capital process, we may have difficulty retaining key personnel or locating and hiring additional qualified personnel.

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Our patents could be invalidated or circumvented.

In addition, others may develop substantially equivalent, or superseding

proprietary technology, or competitors may offer equivalent non-infringing products in competition with our products, thereby substantially reducing the value of our proprietary rights.

In addition, others may develop substantially equivalent, or superseding proprietary technology, or competitors may offer equivalent non-infringing products in competition with our products, thereby substantially reducing the value of our proprietary rights.

The laws of some foreign countries in which our products are or may be manufactured or sold may not protect our products or intellectual property rights to the same extent as do the laws of the U.S.

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Our inability to protect our intellectual property could have an adverse effect on our financial condition, results of operations and cash flows.

We are dependent on information technology networks and systems, including the Internet, to process, transmit and store electronic information, and, in the normal course of our business, we collect and retain certain types of personally identifiable and other information pertaining to our customers, stockholders and employees.

Security breaches can create system disruptions and shutdowns that could result in disruptions to our operations.

all of which could have an adverse effect on our results of operations, financial condition and cash flows.

Failure to effectively prevent, detect and recover from security breaches, including attacks on information technology and infrastructure by hackers;

breaches due to employee error or actions;

or other disruptions could seriously harm our operations as well as the operations of our customers and suppliers.

We have experienced and expect to continue to experience some of these types of cybersecurity threats and incidents, which could be material in the future.

Our future results of operations and financial condition could be adversely impacted by intangible asset impairment charges.

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Our operations expose us to the risk of environmental liabilities, costs, litigation and violations that could adversely affect our financial condition, results of operations, cash flows and reputation.

Our operations are subject to extensive environmental and health and safety laws and regulations in the jurisdictions in which they operate, which impose limitations on the discharge of pollutants into the ground, air and water and establish standards for the generation, treatment, use, storage and disposal of solid and hazardous wastes.

for the generation, treatment, use, storage and disposal of solid and hazardous wastes.

We must also comply with various health and safety regulations in the U.S.

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Failure to comply with any of these laws could result in civil and criminal liability, substantial monetary and non-monetary penalties and damage to our reputation.

In addition, we cannot provide assurance that our costs related to remedial efforts or alleged environmental damage associated with past or current

waste disposal practices or other hazardous materials handling practices will not exceed our estimates or adversely affect our financial condition, results of operations and cash flows.

Net periodic pension cost and pension contributions associated with our retirement benefit plans may fluctuate significantly depending upon changes in actuarial assumptions and future market performance of plan assets.

Total net periodic pension cost and pension contributions were $4.3 million and $16.6 million, respectively in 2024.

The costs of our defined benefit pension plans are dependent upon various factors, including rates of return on investment assets, discount rates for future payment obligations, and expected mortality, among other things.

In addition, funding requirements for benefit obligations of our pension plans are subject to legislative and other government regulatory actions.

Variances in related estimates could have an adverse effect on our financial condition, results of operations and cash flows.

In addition, we cannot provide assurance that our costs related to remedial efforts or alleged environmental damage associated with past or current waste disposal practices or other hazardous materials handling practices will not exceed our estimates or adversely affect our financial condition, results of operations and cash flows.

We could face potential product liability or warranty claims, we may not accurately estimate costs related to such claims, and we may not have sufficient insurance coverage available to cover such claims.

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While various countries have implemented legislation as of January 1, 2025, we currently do not expect a resulting material change to our tax liabilities in the near term as additional jurisdictions enact such legislation, nor do we expect our effective tax rate and cash tax payments to significantly increase in future years.

In addition, the One Big Beautiful Bill Act (the “Act”) became law on July 4, 2025 and introduced significant changes to U.S.

The Act did not have a significant impact on our 2025 consolidated financial statements and we will continue to assess its potential impact on our future consolidated financial statements.

We continue to monitor evolving tax legislation in the jurisdictions in which we operate.

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however, increased risk of internal control breakdowns generally exists in any business environment that is decentralized such as ours.

In addition, if our internal control over financial reporting is found to be

ineffective, investors may lose confidence in the reliability of our financial statements, which may adversely affect our stock price.

In addition, if our internal control over financial reporting is found to be ineffective, investors may lose confidence in the reliability of our financial statements, which may adversely affect our stock price.

Total net periodic pension cost and pension contributions were $8.7 million and $16.5 million, respectively in 2025.

In addition, funding requirements for benefit obligations of our pension plans are subject to legislative and other government regulatory actions.

Variances in related estimates could have an adverse effect on our financial condition, results of operations and cash flows.

Specific Risks Relating to Our Reportable Segments

Aerospace & Electronics

Our Aerospace & Electronics segment sales are primarily affected by conditions in the commercial aerospace industry, which is cyclical in nature, and by changes in defense spending by the U.S.

Aerospace & Advanced Technologies

Our Aerospace & Advanced Technologies segment sales are primarily affected by conditions in the commercial aerospace industry, which is cyclical in nature, and by changes in defense spending by the U.S.

Commercial aircraft are procured primarily by airlines, and airline capital spending can be affected by a number of factors including credit availability and related cost, current and expected fuel prices, and current and forecast air traffic demand levels.

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government spending, and to a lesser extent, foreign government spending, on the specific military platforms and programs where our business participates.

Any reduction in appropriations for these platforms or programs could impact the performance of our business.

Any reduction in appropriations for these platforms or programs or delays caused by any potential extended U.S.

government shut down, could impact the performance of our business.

Our sales to defense customers are also affected by the level of activity in military flight operations.

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Demand for our Process Flow Technologies products is heavily dependent on our customers’ level of new capital investment and planned maintenance expenditures.

Customer spending typically depends on general economic conditions, availability of

credit, and expectations of future demand.

Customer spending typically depends on general economic conditions, industrial capital investment, availability of credit, and expectations of future demand.

For example, lower levels of new housing construction and other infrastructure spending has had a negative impact on chemical demand, both in the U.S.

and Europe, which adversely impacted the sale of our valve and valve-related products.

Slowing global economic growth and volatility in commodity prices could both contribute to lower levels of customer spending, and project delays or cancellations.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors