What changed in this filing

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Item 1. Financial Statements

2026-07-29 compared with 2026-01-28 · 144 added, 242 removed, 341 unchanged (53% of the section changed)

8 unchanged sentences

Inventories 79,864 78,199

Income taxes receivable — 2,864

Prepaid expenses and other current assets 9,165 9,556

1 unchanged sentence

Property, plant, and equipment 501,792 489,662

468,594 420,953

Less accumulated depreciation 231,206 223,406

3 unchanged sentences

Goodwill 223,828 223,042

Intangible assets, net of accumulated amortization 238,381 150,121

Intangible assets, net 229,018 232,887

Deferred compensation plan asset 16,477 12,812

7 unchanged sentences

Income tax payable 8,236 98

Current portion of long-term debt 9,812 9,913

Environmental remediation 7,700 7,700

Other current liabilities 10,459 8,668

Other current liabilities (Note 8) 15,083 17,119

Total current liabilities 109,614 104,844

LONG-TERM LIABILITIES:

Long-term debt, less current portion 253,375 138,906

Long-term lease liability 15,100 10,920

Long-term debt 244,000 244,000

Long-term lease liabilities 13,703 14,457

Pension withdrawal liability 2,663 2,763

9 unchanged sentences

60,000,000 shares of $ 0.01 par value;

20,740,284 and 20,684,621 shares issued and outstanding as of December 28, 2025 and March 30, 2025, respectively

20,743,884 and 20,752,138 shares issued and outstanding as of June 28, 2026 and March 29, 2026, respectively

Additional paid-in capital 22,750 32,678

7 unchanged sentences

(In thousands, except share and per-share data)

Three months ended Nine months ended

2025 December 29,

2024 December 28,

2025 December 29,

Three months ended

2026 June 29,

Sales $ 315,675 $ 293,272

17 unchanged sentences

(In thousands)

Three months ended Nine months ended

2025 December 29,

2024 December 28,

2025 December 29,

Three months ended

2026 June 29,

Net income $ 28,254 $ 29,175

Other comprehensive income, net of tax:

Unrealized (loss) gain on interest rate swap ( 256 ) 629 ( 797 ) ( 807 )

Other comprehensive loss, net of tax:

Unrealized loss on interest rate swap ( 159 ) ( 324 )

Total other comprehensive loss ( 159 ) ( 324 )

Total comprehensive income $ 28,095 $ 28,851

14 unchanged sentences

Shares surrendered for payroll taxes ( 33,917 ) ( 1 ) ( 5,142 ) — — ( 5,143 )

Shares repurchased ( 45,196 ) ( 1 ) ( 7,020 ) — — ( 7,021 )

Other comprehensive loss, net of tax — — — — ( 159 ) ( 159 )

1 unchanged sentence

BALANCE — June 28, 2026 20,743,884 $ 207 $ 22,750 $ 524,425 $ 822 $ 548,204

Cash dividends declared and paid ($ 0.19 per share)

— — — ( 3,969 ) — ( 3,969 )

Share-based compensation expense — — 2,375 — — 2,375

Vesting of restricted stock 6,734 — — — — —

ESPP shares issued 15,700 — 1,609 — — 1,609

Other comprehensive loss, net of tax — — — — ( 217 ) ( 217 )

Net income — — — 22,598 — 22,598

BALANCE — September 28, 2025 20,740,284 $ 207 $ 27,261 $ 478,309 $ 1,191 $ 506,968

Cash dividends declared and paid ($ 0.19 per share)

— — — ( 3,969 ) — ( 3,969 )

Share-based compensation expense — — 1,851 — — 1,851

Other comprehensive loss, net of tax — — — — ( 256 ) ( 256 )

Net income — — — 14,312 — 14,312

BALANCE — December 28, 2025 20,740,284 $ 207 $ 29,112 $ 488,652 $ 935 $ 518,906

Common Stock Additional

9 unchanged sentences

Shares surrendered for payroll taxes ( 28,590 ) — ( 3,028 ) — — ( 3,028 )

Shares repurchased ( 105,541 ) ( 1 ) ( 9,148 ) — — ( 9,149 )

Other comprehensive income, net of tax — — — — ( 106 ) ( 106 )

Other comprehensive loss, net of tax — — — — ( 324 ) ( 324 )

Net income — — — 29,175 — 29,175

BALANCE — June 29, 2025 20,717,850 $ 207 $ 23,277 $ 459,680 $ 1,408 $ 484,572

Cash dividends declared and paid ($ 0.18 per share)

— — — ( 3,763 ) — ( 3,763 )

Share-based compensation expense — — 1,832 — — 1,832

Vesting of restricted stock 10,647 — — — — —

ESPP shares issued 21,786 1 1,296 — — 1,297

Other comprehensive income, net of tax — — — — ( 1,330 ) ( 1,330 )

Net income — — — 24,118 — 24,118

BALANCE — September 29, 2024 20,766,764 $ 208 $ 31,060 $ 410,425 $ 1,679 $ 443,372

Cash dividends declared and paid ($ 0.18 per share)

— — — ( 3,764 ) — ( 3,764 )

Share-based compensation expense — — 1,723 — — 1,723

Other comprehensive income, net of tax — — — — 629 629

Net income — — — 15,021 $ — 15,021

BALANCE — December 29, 2024 20,766,764 $ 208 $ 32,783 $ 421,682 $ 2,308 $ 456,981

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(In thousands)

Nine months ended

2025 December 29,

Three months ended

2026 June 29,

CASH FLOWS FROM OPERATING ACTIVITIES:

6 unchanged sentences

Stock compensation expense 2,235 2,212

Other ( 35 ) ( 4 )

Other, net 58 ( 25 )

Changes in operating accounts providing (using) cash:

5 unchanged sentences

Income taxes 9,029 9,831

Other ( 1,305 ) ( 2,018 )

Other, net 916 2,266

Net cash provided by operating activities 35,152 31,490

2 unchanged sentences

Acquisitions ( 3,600 ) ( 151,328 )

Other 1,160 586

Proceeds from asset disposals 260 327

Net cash used in investing activities ( 14,945 ) ( 164,545 )

1 unchanged sentence

Cash dividends declared and paid ( 3,971 ) ( 3,754 )

New shares issued 1,609 1,297

Payroll taxes paid in exchange for shares withheld ( 5,143 ) ( 3,028 )

Shares repurchased ( 7,021 ) —

Payments on revolving loan ( 55,000 ) ( 50,000 )

Payments on senior secured revolving loan ( 5,000 ) ( 10,000 )

Payments for debt issuance costs — ( 764 )

Proceeds from revolving loan borrowings 170,000 65,000

Net cash provided by (used in) financing activities 101,125 ( 6,278 )

Borrowings on senior secured revolving loan 5,000 160,000

Other ( 9 ) —

Net cash (used in) provided by financing activities ( 16,144 ) 142,454

NET INCREASE IN CASH AND CASH EQUIVALENTS 4,063 9,399

2 unchanged sentences

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid for income taxes $ 18,481 $ 26,566

Cash paid for interest $ 2,816 $ 3,286

10 unchanged sentences

All significant intercompany accounts and transactions have been eliminated in consolidation.

The results of operations for the nine months ended December 28, 2025 are not necessarily indicative of the results that may be expected for the full year.

The results of operations for the three months ended June 28, 2026 are not necessarily indicative of the results that may be expected for the full year.

As used in this Form 10-Q, except where otherwise stated or indicated by the context, "Hawkins," "we," "us," "the Company," or "our" means Hawkins, Inc.

1 unchanged sentence

References to "fiscal 2024" refer to the fiscal year ended March 31, 2024, references to "fiscal 2026" refer to the fiscal year ended March 29, 2026, and references to "fiscal 2027" refer to the fiscal year ending March 28, 2027.

Effective beginning with the first quarter of fiscal 2026, we realigned our reporting segments to reflect how we manage our operations and allocate resources.

We believe this realignment better reflects the value our company provides to our customers and our evolution from a bulk commodity distributor into a specialty ingredients company.

We now organize and manage our business by the following three segments, each of which meets the definition of reportable segments under ASC 280-10, Segment Reporting :

Water Treatment, Food & Health Sciences, and Industrial Solutions.

These segments are defined primarily by product and type of customer.

Information presented in this quarterly report has been recast to align with the new segments.

Additional information regarding these new segments is set forth in Note 13 - Segment Information.

Use of Estimates.

The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, particularly receivables, inventories, property, plant and equipment, right-of-use assets, goodwill, intangibles, accrued expenses, short-term and long-term lease liability, income taxes and related accounts and the reported amounts of revenues and expenses during the reporting period.

The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, particularly receivables, inventories, property, plant and equipment, right-of-use assets, goodwill, intangibles, deferred compensation plan assets, accrued expenses, environmental remediations, short-term and long-term lease liabilities, pension withdrawal liability, deferred compensation liability, earnout liability, income taxes and related accounts and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

3 unchanged sentences

Recently Issued Accounting Pronouncements

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (ASU No.2023-09)

In December 2023, the Financial Accounting Standards Board ("FASB") issued accounting standards update No.

2023-09 to enhance the transparency and decision-usefulness of income tax disclosures and to provide information to better assess how an entity's operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows.

For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024, our fiscal 2026.

The adoption of ASU No.

2023-09 is not expected to have a material impact on our consolidated financial statements but will require a lower level of disclosure in our Form 10-K for fiscal 2026 and in periodic reports thereafter.

Disaggregation of Income Statement Expenses (ASU No.2024-03)

The Financial Accounting Standards Board ("FASB") periodically issues Accounting Standards Updates ("ASUs") that amend the Financial Accounting Standards Codification ("ASC").

We evaluate the impact of the newly issued accounting guidance to determine the effect, if any, on our consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU No.

2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements , which clarifies interim reporting requirements, improves the organization of interim disclosure guidance, and introduces a disclosure principle for material events occurring since the end of the last annual reporting period.

The guidance is effective for interim periods in fiscal years beginning after December 15, 2027, our fiscal 2029.

We are currently evaluating the impact that the adoption of this ASU may have on our consolidated financial statements and interim disclosures in our first quarter, fiscal 2029 Form 10-Q and periodic reports thereafter.

In September 2025, the FASB issued ASU 2025-06, Intangibles, Goodwill, and Other Internal-Use Software (Subtopic 350-40):

Targeted Improvements , which modernizes the recognition guidance requiring entities to begin capitalizing software costs when both of the following occur:

(1) Management has authorized and committed funding to the software project and (2) It is probable that the project will be completed and the software will be used to perform the function intended.

ASU 2025-06 is effective for annual periods beginning after December 15, 2027, our fiscal 2029, and interim periods within those annual reporting periods, with early adoption permitted.

We are currently evaluating the impact of the adoption of this standard on our consolidated financial statement disclosures in our first quarter, fiscal 2029 10-Q and periodic reports thereafter.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses , which requires public entities to disclose, within the footnotes to the financial statements, disaggregated information about certain income statement expense captions, including disclosure of amounts for purchases of inventory, employee compensation, depreciation and intangible asset amortization, included in each relevant expense caption.

1 unchanged sentence

We are currently evaluating the impact of the adoption of this standard on our consolidated financial statement disclosures in our Form 10-K for fiscal 2028 and periodic reports thereafter.

"One Big Beautiful Bill Act"

On July 4, 2025, the “One Big Beautiful Bill Act” (the “Act”) was enacted into law.

The Act included changes to U.S.

tax law that were effective for us beginning with our quarter ending September 28, 2025.

These changes included provisions allowing retroactive accelerated tax deductions for qualified property that resulted in an insignificant tax benefit for fiscal 2025 and are expected to have a similar impact in fiscal 2026.

Note 2 — Acquisitions

3 unchanged sentences

For each acquisition, we complete our allocation of purchase price to the fair values of acquired assets and liabilities within a one-year measurement period.

For each acquisition completed in fiscal 2025 and fiscal 2026, the results of operations since the acquisition date and the assets are included in our Water Treatment segment, with the exception of one immaterial acquisition in the second quarter of fiscal 2026 that was in our Food & Health Sciences segment.

For each acquisition completed in the first quarter of fiscal 2027 and the first quarter of fiscal 2026, the results of operations since the acquisition date and the assets are presented in our Water Treatment segment.

Costs associated with each acquisition were not material and were expensed as incurred.

Fiscal 2026 Acquisitions

Fiscal 2027 Material Acquisitions

We completed one immaterial acquisition in the first quarter of fiscal 2027 .

Fiscal 2026 Material Acquisitions

Acquisition of WaterSurplus, Inc.:

2 unchanged sentences

In addition, we may be obligated to pay an additional earnout amount based on a target of accumulated gross profit for the first five years after the acquisition.

The maximum earnout liability of $ 53.7 million was discounted and recorded at the estimated present value of $ 43.0 million.

The maximum earnout liability of $ 53.7 million was discounted and recorded at the estimated present value of $ 43.0 million at the acquisition date.

The recognition of the earnout liability represented a noncash investing activity, as no cash was paid at inception.

WaterSurplus is based in Rockford, IL and delivers sustainable water treatment solutions to customers throughout the United States.

The total purchase price, including the estimated fair value of $ 43.0 million for the earnout liability, was allocated as follows:

$ 76.0 million to customer relationships, to be amortized over 15 years;

$ 6.2 million to trade names, to be amortized over 15 years;

$ 12.0 million to technology, to be amortized over 10 years;

$ 82.6 million to goodwill;

$ 12.9 million to property, plant and equipment;

and the remaining amount of $ 3.2 million to net working capital.

The following table summarizes the purchase consideration and fair values of assets acquired and liabilities assumed as of the date of acquisition:

(In thousands)

Cash paid $ 149,876

Present value of earnout liability 43,000

Total purchase consideration $ 192,876

Trade accounts receivable $ 3,030

Inventories 4,325

Other current assets 933

Property, plant, and equipment 12,887

Intangible assets

Customer relationships 76,000

Trade names 6,200

Technology 12,000

Accounts payable — trade ( 2,169 )

Other current liabilities ( 2,934 )

Total fair value of assets acquired and liabilities assumed $ 110,272

Goodwill $ 82,604

The expected useful lives of the acquired intangible assets are 15 years for customer relationships, 15 years for trade names and 10 years for technology.

The goodwill recognized as a result of this acquisition is expected to be deductible for tax purposes.

2 unchanged sentences

Costs associated with this transaction were not material and were expensed as incurred.

The following pro forma information has been prepared as if the WaterSurplus acquisition and the borrowing that financed the acquisition had occurred as of the beginning of the earliest fiscal period presented.

The unaudited pro forma information is not necessarily indicative of what our consolidated results of operations actually would have been had the acquisition occurred at the beginning of each fiscal year, nor is it indicative of our future operational results.

Three months ended Nine months ended

(in thousands, except per share data) December 28, 2025 December 29, 2024 December 28, 2025 December 29, 2024

Pro forma sales $ 244,080 $ 237,458 $ 819,941 $ 756,079

Pro forma net income $ 14,312 $ 13,234 $ 66,239 $ 61,774

Pro forma basic earnings per share $ 0.69 $ 0.64 $ 3.20 $ 2.97

Pro forma diluted earnings per share $ 0.69 $ 0.63 $ 3.18 $ 2.96

The unaudited pro forma financial information above is adjusted to reflect the following:

(a) interest expense, including amortization of debt issuance costs, related to the approximately $ 150 million of debt used to fund the acquisition and related purchase of real estate;

(b) amortization expense related to the preliminary $ 94 million of identifiable intangible assets recognized in conjunction with the acquisition;

(d) remeasurement of the earnout payable at fair value;

(e) adjustment to cost of goods sold for the inventory step-up adjustment;

(f) adjustment for acquisition costs incurred;

(g) elimination of net interest previously reflected on WaterSurplus’ financial statements;

and (h) recording income taxes at our effective tax rate for each period.

Sales of WaterSurplus of $ 8.4 million for the three months ended December 28, 2025 and $ 26.5 million for the nine months ended December 28, 2025 were included in our condensed consolidated statements of income.

Operating loss of WaterSurplus of $ 1.6 million for the three months ended December 28, 2025 and $ 1.8 million for the nine months ended December 28, 2025 was also included in our condensed consolidated statements of income.

Inclusive of five additional immaterial acquisitions not discussed above, total cash consideration for the acquisitions completed in the nine months ended December 28, 2025 was $ 167.1 million.

Fiscal 2025 Acquisitions

We completed four acquisitions in fiscal 2025, including the previously announced acquisitions shown below.

Amerochem Corporation ("Amerochem") was acquired on January 31, 2025 for $ 44.0 million.

Located in North Carolina, Amerochem distributed water treatment chemicals and equipment to its customers located primarily in North Carolina.

Waterguard, Inc.

("Waterguard") was acquired on October 31, 2024 for $ 18.0 million.

Located in North Carolina, Waterguard distributed water treatment chemicals and equipment to its customers located primarily in North Carolina.

Intercoastal Trading, Inc.

("Intercoastal") was acquired on June 3, 2024 for $ 22.0 million.

Located in Maryland, Intercoastal distributed water treatment chemicals and equipment to its customers in Maryland, Delaware, and Virginia.

Inclusive of one immaterial acquisition not discussed above, total cash consideration for the 2025 acquisitions completed in the nine months ended December 29, 2024 was $ 43.4 million.

Note 3 - Revenue

2 unchanged sentences

Reporting by operating segment is pertinent to understanding our revenues, as it aligns to how we review the financial performance of our operations.

The following tables disaggregate external customer net sales by major revenue stream as reviewed internally for the three and nine months ended December 28, 2025 and December 29, 2024:

Three months ended December 28, 2025

Types of products sold within each operating segment help us to further evaluate the financial performance of our segments.

The following tables disaggregate external customer net sales by major revenue stream for the three months ended June 28, 2026 and June 29, 2025:

Three months ended June 28, 2026

(In thousands) Water

10 unchanged sentences

Total external customer sales $ 158,293 $ 97,250 $ 60,132 $ 315,675

Three months ended December 29, 2024

Three months ended June 29, 2025

(In thousands) Water

10 unchanged sentences

Total external customer sales $ 149,566 $ 89,177 $ 54,529 $ 293,272

Nine months ended December 28, 2025

(In thousands) Water

Treatment Food & Health Sciences Industrial Solutions Total

Manufactured, blended or repackaged products (1)

$ 380,846 $ — $ 125,766 $ 506,612

Bulk products (2)

36,295 — 34,826 71,121

Nutrition — 75,204 — 75,204

Food — 97,906 — 97,906

Pharmaceutical — 19,549 — 19,549

Agricultural — 37,494 — 37,494

Other 3,820 1,942 4,138 9,900

Total external customer sales $ 420,961 $ 232,095 $ 164,730 $ 817,786

Nine months ended December 29, 2024

(In thousands) Water

Treatment Food & Health Sciences Industrial Solutions Total

Manufactured, blended or repackaged products (1)

$ 307,901 $ — $ 114,686 $ 422,587

Bulk products (2)

29,809 — 34,874 64,683

Nutrition — 78,411 — 78,411

Food — 102,137 — 102,137

Pharmaceutical — 18,632 — 18,632

Agricultural — 33,133 — 33,133

Other 3,746 1,912 3,872 9,530

Total external customer sales $ 341,456 $ 234,225 $ 153,432 $ 729,113

(1) This line includes our non-bulk specialty products in our Water Treatment and Industrial Solutions segments that we either manufacture, blend, repackage, resell in their original form, or direct ship to our customers in smaller quantities, and equipment and services we provide for our customers.

4 unchanged sentences

Basic and diluted EPS were calculated using the following:

Three months ended Nine months ended

December 28, 2025 December 29, 2024 December 28, 2025 December 29, 2024

Three months ended

June 28, 2026 June 29, 2025

Weighted-average common shares outstanding—basic 20,777,481 20,717,485

4 unchanged sentences

Our financial assets and liabilities are measured at fair value at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price).

The carrying value of cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value because of the short-term nature of these instruments.

Because of the variable-rate nature of our debt under our credit facility, our debt also approximates fair value.

The carrying value of cash equivalents, accounts receivable, accounts payable, and accrued expenses approximates fair value because of the short-term nature of these instruments.

Because of the variable-rate nature of our debt under our credit facility, the carrying value of our debt also approximates fair value.

Assets and Liabilities Measured at Fair Value on a Recurring Basis.

2 unchanged sentences

Our assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.

Our financial assets that are measured at fair value on a recurring basis are an interest rate swap and assets held in a deferred compensation retirement plan.

Both of these assets are classified as long-term assets on our balance sheet, with the portion of the deferred compensation retirement plan assets expected to be paid within twelve months classified as current assets.

Our financial assets that are measured and reported at fair value for each reporting period are an interest rate swap, marketable securities held in a deferred compensation retirement plan, and the earnout liabilities recorded in conjunction with the acquisitions of Water Solutions Unlimited, Inc.

("Water Solutions") and WaterSurplus.

The interest rate swap is classified as other current assets on our condensed consolidated balance sheets.

Assets held in a deferred compensation retirement plan are classified as other long-term assets on our condensed consolidated balance sheets, with the portion of the deferred compensation retirement plan assets expected to be paid within twelve months classified as current assets.

The Water Solutions earnout liability is classified as other current liabilities on our balance sheets.

The WaterSurplus earnout liability is classified as a long-term liability on our balance sheets.

The fair value of the interest rate swap is determined by the respective counterparties based on interest rate changes.

3 unchanged sentences

The fair value of the deferred compensation is based on the quoted market prices for the mutual funds at the end of the period.

The earnout liabilities recorded in conjunction with the acquisitions of Water Solutions Unlimited, Inc.

("Water Solutions") (acquired during fiscal 2024) and WaterSurplus are based upon achieving certain targets.

The earnout liabilities recorded in conjunction with the acquisitions of Water Solutions and WaterSurplus are based upon achieving certain targets.

The Water Solutions earnout is based on a target of adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) in year three of the acquisition.

4 unchanged sentences

Changes in fair value are included in selling, general and administrative expenses in our condensed consolidated statements of income.

The following tables summarize the balances of assets and liabilities measured at fair value on a recurring basis as of December 28, 2025 and March 30, 2025.

(In thousands) December 28, 2025 March 30, 2025

The following tables summarize the balances of assets and liabilities measured at fair value on a recurring basis as of June 28, 2026 and March 29, 2026.

(In thousands) June 28,

2026 March 29, 2026

Deferred compensation plan assets Level 1 $ 16,966 $ 14,146

5 unchanged sentences

Earnout liability at March 29, 2026

Addition for acquisition of WaterSurplus Level 3 $ 43,000

Fair value adjustments to WaterSurplus earnout liability Level 3 $ 1,427

Fair value adjustments to Water Solutions earnout liability Level 3 $ ( 6,194 )

Earnout liability at December 28, 2025

Accretion of WaterSurplus earnout liability Level 3 $ 535

Earnout liability at June 28, 2026

Note 6 – Inventories

Inventories at December 28, 2025 and March 30, 2025 consisted of the following:

Inventories at June 28, 2026 and March 29, 2026 consisted of the following:

2026 March 29,

4 unchanged sentences

We use the last in, first out (“LIFO”) method of valuing the majority of our inventory, which causes the most recent product costs to be recognized in our condensed consolidated statements of income.

Note 7 – Goodwill and Intangible Assets

Note 7 – Goodwill and Other Identifiable Intangible Assets

The carrying amounts of goodwill for each of our three reportable segments were as follows:

3 unchanged sentences

Addition, due to acquisitions 786 — — 786

Balance as of December 28, 2025

Balance as of June 28, 2026

$ 171,666 $ 46,871 $ 5,291 $ 223,828

The following is a summary of our identifiable intangible assets as of December 28, 2025 and March 30, 2025:

December 28, 2025 March 30, 2025

The following is a summary of our identifiable intangible assets as of June 28, 2026 and March 29, 2026:

June 28, 2026 March 29, 2026

(In thousands) Gross

10 unchanged sentences

Total intangible assets $ 324,676 $ ( 95,658 ) $ 229,018 $ 323,029 $ ( 90,142 ) $ 232,887

Note 8 – Other Current Liabilities

Other current liabilities at June 28, 2026 and March 29, 2026 consisted of the following:

(In thousands) June 28,

2026 March 29,

Short-term lease liability $ 2,962 $ 3,000

Contract liability 1,452 1,580

Accrued real estate taxes 1,084 1,224

Current portion of deferred compensation liability 489 1,334

Container deposits 1,444 1,383

Current portion of earnout liability 4,529 4,529

Other 3,123 4,069

Total $ 15,083 $ 17,119

Note 9 – Debt

5 unchanged sentences

The Revolving Loan Facility includes a $ 10.0 million letter of credit subfacility and $ 25.0 million swingline subfacility.

In addition to using the debt proceeds from the Revolving Loan Facility to pay off the existing debt at the time, we drew approximately $ 150 million of additional proceeds to acquire substantially all of the assets of WaterSurplus as discussed in Note 2.

We may use other proceeds from the Revolving Loan Facility for working capital, capital expenditures, restricted payments and other acquisitions permitted under the Credit Agreement, and other general corporate purposes.

We paid fees of approximately $ 1.0 million associated with the April refinancing.

The Revolving Loan Facility is scheduled to mature on April 25, 2030.

The Revolving Loan Facility is secured by substantially all of our personal property assets and those of our subsidiaries, and is scheduled to mature on April 25, 2030.

In the first quarter of fiscal 2026, we drew approximately $ 150 million of additional proceeds to acquire substantially all of the assets of WaterSurplus as discussed in Note 2.

We may use other proceeds from the Revolving Loan Facility for working capital, capital expenditures, share repurchases, restricted payments and other acquisitions permitted under the Credit Agreement, and other general corporate purposes.

We paid fees of approximately $ 1.0 million in fiscal 2026 associated with the April 2025 refinancing.

Borrowings under the Revolving Loan Facility bear interest at a variable rate based on term SOFR plus a margin.

1 unchanged sentence

The notional amount of the swap agreement is $ 60 million.

At December 28, 2025, the effective interest rate on our borrowings was 4.8 %.

Debt at December 28, 2025 and March 30, 2025 consisted of the following:

At June 28, 2026, the effective interest rate on our borrowings was 4.3 %.

As of June 28, 2026, we were in compliance with all required covenants.

Debt at June 28, 2026 and March 29, 2026 consisted of the following:

2026 March 29,

(In thousands)

Senior secured revolving loan $ 264,000 $ 149,000

unamortized debt issuance costs ( 813 ) ( 181 )

Total debt, net of debt issuance costs 263,187 148,819

current portion of long-term debt ( 9,812 ) ( 9,913 )

Total long-term debt $ 253,375 $ 138,906

Revolving Loan Facility $ 244,000 $ 244,000

Note 10 – Income Taxes

2 unchanged sentences

The tax years prior to our fiscal year ended April 2, 2023 are closed to examination by the Internal Revenue Service, and with few exceptions, state and local income tax jurisdictions.

Our effective income tax rate was approximately 27 % for the three months ended December 28, 2025 and 26 % for the three months ended December 29, 2024, and approximately 26 % for both the nine months ended December 28, 2025 and December 29, 2024.

Our effective income tax rate was approximately 24 % for the three months ended June 28, 2026 and 25 % for the three months ended June 29, 2025.

The effective tax rate in both years was impacted by favorable tax provision adjustments recorded.

The effective tax rate is impacted by projected levels of annual taxable income, permanent items, and state taxes.

6 unchanged sentences

We are recording the compensation expense for the outstanding performance share units and the converted restricted stock over the life of the awards.

The following table represents the restricted stock activity for the nine months ended December 28, 2025:

The following table represents the restricted stock activity for the three months ended June 28, 2026:

Shares Weighted-

5 unchanged sentences

Unvested at end of period 104,211 $ 133.25

We recorded compensation expense related to performance share units and restricted stock of $ 1.3 million for both the three months ended December 28, 2025 and December 29, 2024.

We recorded compensation expense related to performance share units and restricted stock of $ 4.9 million for the nine months ended December 28, 2025 and $ 3.9 million for the nine months ended December 29, 2024.

We recorded compensation expense related to performance share units and restricted stock of $ 1.7 million for the three months ended June 28, 2026 and $ 1.8 million for the three months ended June 29, 2025.

Substantially all of the compensation expense was recorded in selling, general and administrative expenses in the condensed consolidated statements of income.

2 unchanged sentences

The restricted stock awards are under our 2019 Plan and are generally expensed over a one-year vesting period, based on the market value on the date of grant.

As of December 28, 2025, there were 4,396 shares of restricted stock with an average grant date fair value of $ 159.16 outstanding under this program.

Compensation expense related to restricted stock awards to the Board was $ 0.2 million for both the three months ended December 28, 2025 and December 29, 2024.

Compensation expense related to restricted stock awards to the Board was $ 0.5 million for both the nine months ended December 28, 2025 and December 29, 2024.

During the nine months ended December 28, 2025, certain employees from the WaterSurplus acquisition received restricted stock awards under the 2019 Plan, primarily to incentivize their continued service.

As of June 28, 2026, there were 4,396 shares of restricted stock with an average grant date fair value of $ 159.16 outstanding under this program.

Compensation expense related to restricted stock awards to the Board was $ 0.2 million for both the three months ended June 28, 2026 and June 29, 2025.

During the second quarter of fiscal 2026, certain employees from the WaterSurplus acquisition received restricted stock awards under the 2019 Plan, primarily to incentivize their continued service.

The restricted stock awards will be expensed over a three-year vesting period, based on the market value on the date of grant.

As of December 28, 2025, there were 8,713 shares of restricted stock with an average grant date fair value of $ 142.10 outstanding under this program.

Compensation expense related to restricted stock awards to certain WaterSurplus employees was $ 0.1 million for the three months ended December 28, 2025 and $ 0.2 million nine months ended December 28, 2025.

No expense was recorded for the three and nine months ended December 29, 2024.

As of June 28, 2026, there were 8,713 shares of restricted stock with an average grant date fair value of $ 142.10 outstanding under this program.

Compensation expense related to restricted stock awards to certain WaterSurplus employees was $ 0.1 million for the three months ended June 28, 2026.

No expense was recorded for the three months ended June 29, 2025.

Note 12 – Share Repurchase Program

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Upon purchase of the shares, we reduce our common stock for the par value of the shares with the excess applied against additional paid-in capital.

During the three and nine months ended December 28, 2025, no shares were repurchased.

During the three months ended December 29, 2024, no shares were repurchased, and during the nine months ended December 29, 2024, we repurchased 105,541 shares at an aggregate purchase price of $ 9.1 million.

As of December 28, 2025, 731,544 shares remained available to be repurchased under the share repurchase program.

During the three months ended June 28, 2026, 45,196 shares were repurchased at an aggregate purchase price of $ 7.0 million, and during the three months ended June 29, 2025, no shares were repurchased.

As of June 28, 2026, 686,348 shares remained available to be repurchased under the share repurchase program.

Note 13 – Commitments and Contingencies

Environmental Remediation.

In the fourth quarter of fiscal 2024, we recorded a liability of $ 7.7 million related to estimated remediation expenses associated with perchlorinated biphenyls ("PCBs") discovered in the soil at our Rosemount, MN facility during our expansion project.

In fiscal 2024, we recorded a liability of $ 7.7 million related to estimated remediation expenses associated with perchlorinated biphenyls ("PCBs") discovered in the soil at our Rosemount, Minnesota facility during an expansion project.

This charge was recorded as an operating expense within cost of sales in our fiscal 2024 condensed consolidated statement of income.

We acquired the property, which had prior heavy industrial use, in fiscal 2012.

While the source of the PCBs is unknown, we have never brought PCBs onto the property or used PCBs on the site.

The liability is not discounted as management expects to incur these expenses within the next twelve months.

Given the many uncertainties involved in assessing environmental claims, our reserves may prove to be insufficient.

While it is possible that additional expense related to the remediation will be incurred in future periods if currently unknown issues arise, we are unable to estimate the extent of financial impact related to any such unknown issues.

No expenses were charged against this liability during both the three and nine months ended December 28, 2025 and December 29, 2024.

The remediation liability is not discounted as management expects to incur these expenses within the next twelve months.

Given the many uncertainties involved in assessing environmental matters, actual remediation expenses could differ from our estimates.

While additional remediation expenses are reasonably possible to be incurred in future periods if new information or conditions are identified, we are unable to reasonably estimate the amount or range of any such additional expenses at this time.

No additional expenses were incurred related to this liability during the three months ended June 28, 2026 and June 29, 2025.

Note 14 – Segment Information

Effective beginning with the first fiscal quarter of fiscal 2026, we realigned our reporting segments to reflect organizational changes made and to reflect the way we manage our operations and allocate resources.

We believe this realignment better reflects the value our company provides to our customers and our evolution from a bulk commodity distributor into a specialty ingredients company.

In fiscal 2026, we organize and manage our business by the following three segments, each of which meets the definition of reportable segments under ASC 280-10, Segment Reporting :

We organize and manage our business by the following three segments, each of which meets the definition of reportable segments under ASC 280-10, Segment Reporting :

Water Treatment, Food & Health Sciences, and Industrial Solutions.

These segments are defined primarily by product and type of customer.

• Water Treatment Segment.

Our Water Treatment Group specializes in providing chemicals, filtration media and systems, equipment, services and solutions for potable water, municipal and industrial wastewater, industrial process water, mainly non-residential swimming pool water and agricultural water.

This group has the resources and flexibility to treat systems ranging in size from a single small well to a multi-million-gallon-per-day facility.

• Food and Health Sciences Segment.

Our Food and Health Sciences Group specializes in processing and formulation solutions as well as ingredient distribution to manufacturers in the nutrition, food, pharmaceutical, and agricultural markets.

This group offers a diverse product portfolio, including base chemistry, acid based reactions, minerals, vitamins and amino acids, excipients, botanicals and herbs, sweeteners and enzymes, fertilizers, and food-grade and pharmaceutical salts and ingredients.

• Industrial Solutions Segment.

Our Industrial Solutions Group specializes in providing industrial chemicals, products and services to industries such as industrial manufacturing, chemical processing, electronics, energy, plating, and surface finishing.

This group’s principal products are acids and alkalis.

This segment receives, stores and distributes various chemicals in bulk quantities, including liquid caustic soda, sulfuric acid, hydrochloric acid, urea, phosphoric acid, aqua ammonia and potassium hydroxide.

This group performs customer blending of chemicals according to customer formulas and specifications and repackages bulk industrial chemicals to sell in smaller quantities to our customers.

The Industrial Solutions group relies on a specially trained sales staff that works directly with customers on their specific needs.

This segment conducts its business primarily through manufacturing locations and terminal operations.

Our chief operating decision-maker (CODM), who is our President and Chief Executive Officer, regularly reviews the consolidated financial statements in their entirety and financial information at the reportable segment level.

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The CODM has ultimate responsibility for enterprise decisions and making resource allocation decisions for the Company and the segments.

• Our Water Treatment segment specializes in providing chemicals, products, equipment, services and solutions for potable water, municipal and industrial wastewater, industrial process water, non-residential swimming pool water and agricultural water.

This segment has the resources and flexibility to treat systems ranging in size from a single small well to a multi-million-gallon-per-day facility.

• Our Food & Health Sciences segment specializes in processing and formulation solutions as well as ingredient distribution to manufacturers in the nutrition, food, pharmaceutical, and agricultural markets.

This segment offers a diverse product portfolio including base chemistry, acid based reactions, minerals, vitamins and amino acids, excipients, botanicals and herbs, sweeteners and enzymes, fertilizers, and food-grade and pharmaceutical salts and ingredients.

• Our Industrial Solutions segment specializes in providing industrial chemicals, products and services to industries such as industrial manufacturing, chemical processing, electronics, energy, plating, and surface finishing.

This segment’s principal products are acids and alkalis.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies.

Product costs and expenses for each segment are based on actual costs incurred along with cost allocations of shared and centralized functions.

There are no intersegment sales and no operating segments have been aggregated.

Raw materials are transferred between segments at material cost, capitalized freight, and capitalized internal production and warehousing costs, with the offset settled in a balance sheet clearing account.

Capitalized freight and capitalized internal production and warehousing costs are calculated and applied to inventory on an item level basis using per unit estimates that are based on historical costs or time and effort measures as appropriate.

We do not record intersegment sales, and no operating segments have been aggregated.

In fiscal 2027 and 2026, none of our customers accounted for 10% or more of our total sales.

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Treatment Food & Health Sciences Industrial Solutions Total

Three months ended December 28, 2025:

Three months ended June 28, 2026:

Sales $ 158,293 $ 97,250 $ 60,132 $ 315,675

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Cost of sales - operational overhead ( 18,316 ) ( 4,630 ) ( 3,038 )

Gross profit 29,554 13,847 7,412 50,813

Selling, general, and administrative expenses ( 23,670 ) ( 8,028 ) ( 3,637 )

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Depreciation and amortization 8,345 3,213 2,387 13,945

(In thousands) Water

Treatment Food & Health Sciences Industrial Solutions Total

Three months ended December 29, 2024:

Three months ended June 29, 2025:

Sales $ 149,566 $ 89,177 $ 54,529 $ 293,272

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Cost of sales - operational overhead ( 16,660 ) ( 4,015 ) ( 2,414 )

Gross profit 25,856 16,289 6,279 48,424

Selling, general, and administrative expenses ( 19,085 ) ( 8,381 ) ( 3,563 )

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Depreciation and amortization 6,904 3,200 2,187 12,291

Nine months ended December 28, 2025:

Sales $ 420,961 $ 232,095 $ 164,730 $ 817,786

Cost of sales - materials ( 251,930 ) ( 169,677 ) ( 130,508 ) ( 552,115 )

Cost of sales - operational overhead ( 52,469 ) ( 13,742 ) ( 8,642 ) ( 74,853 )

Gross profit 116,562 48,676 25,580 190,818

Selling, general, and administrative expenses ( 57,871 ) ( 24,631 ) ( 10,487 ) ( 92,989 )

Operating income 58,691 24,045 15,093 97,829

Interest expense, net ( 10,535 )

Other income 2,122

Income tax expense ( 23,331 )

Net income 66,085

Capital expenditures 22,614 7,728 8,321 38,663

Depreciation and amortization 22,660 9,704 6,599 38,963

Nine months ended December 29, 2024:

Sales $ 341,456 $ 234,225 $ 153,432 $ 729,113

Cost of sales - materials ( 195,807 ) ( 168,545 ) ( 120,321 ) ( 484,673 )

Cost of sales - operational overhead ( 48,657 ) ( 13,423 ) ( 9,059 ) ( 71,139 )

Gross profit 96,992 52,257 24,052 173,301

Selling, general, and administrative expenses ( 45,962 ) ( 22,582 ) ( 10,158 ) ( 78,702 )

Operating income 51,030 29,675 13,894 94,599

Interest expense, net ( 3,906 )

Other income 1,268

Income tax expense ( 23,943 )

Net income 68,018

Capital expenditures 15,910 6,695 7,403 30,008

Depreciation and amortization 13,673 9,362 6,333 29,368

*Unallocated assets not included, consisting primarily of cash and cash equivalents, prepaid expenses, and non-qualified deferred compensation plan assets of $ 34.9 million at December 28, 2025 and $ 33.3 million at December 29, 2024.

*Unallocated assets not included, consisting primarily of cash and cash equivalents, prepaid expenses, and non-qualified deferred compensation plan assets of $ 35.1 million at June 28, 2026 and $ 37.0 million at June 29, 2025.

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