What changed in this filing

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Item 1. Financial Statements

2026-05-13 compared with 2025-11-05 · 195 added, 299 removed, 487 unchanged (50% of the section changed)

1 unchanged sentence

Condensed Consolidated Balance Sheet

September 27,

2025 December 28,

2026 January 3,

(In thousands, except share and per share amounts)

50 unchanged sentences

Condensed Consolidated Statement of Income

Three Months Ended Nine Months Ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Three Months Ended

2026 March 29,

(In thousands, except per share amounts)

12 unchanged sentences

Provision for Income Taxes (Note 4)

11,766 11,964 29,416 31,810

Net Income 25,821 24,437

10 unchanged sentences

Condensed Consolidated Statement of Comprehensive Income

Three Months Ended Nine Months Ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Three Months Ended

2026 March 29,

(In thousands)

2 unchanged sentences

Foreign currency translation adjustment ( 3,486 ) 10,009

Post-retirement liability adjustments, net (net of tax of $ 1 , $ 2 , $ 4 and $ 3 )

Deferred gain on cash flow hedges (net of tax of $ 0 , $ 0 , $ 0 and $ 13 )

Pension and other post-retirement liability adjustments, net (net of tax (benefit) provision of $( 2 ) and $ 1 )

Other comprehensive items ( 3,491 ) 10,013

5 unchanged sentences

Condensed Consolidated Statement of Cash Flows

Nine Months Ended

September 27,

2025 September 28,

Three Months Ended

2026 March 29,

(In thousands)

6 unchanged sentences

Stock-based compensation expense 2,916 2,757

Provision for bad debts

Non-cash impairment costs

Provision for (recovery of) losses on accounts receivable

Other items, net 3,509 2,337

9 unchanged sentences

Investing Activities

Acquisitions, net of cash acquired ( Note 2 )

( 16,483 ) ( 302,024 )

Acquisition holdback payment ( Note 2 )

Purchases of property, plant, and equipment ( 3,258 ) ( 3,836 )

Proceeds from sale of property, plant, and equipment 489 —

Other investing activities 1,118 263

Net cash used in investing activities ( 3,926 ) ( 3,836 )

1 unchanged sentence

Proceeds from issuance of long-term obligations

29,033 305,211

Repayment of short- and long-term obligations ( 19,129 ) ( 22,563 )

4 unchanged sentences

( 990 ) ( 825 )

Acquisition of subsidiary shares from noncontrolling interest

Payment of debt issuance costs ( Note 5 )

Net cash (used in) provided by financing activities

Net cash used in financing activities

( 20,050 ) ( 23,085 )

Exchange Rate Effect on Cash, Cash Equivalents, and Restricted Cash ( 804 ) 1,945

Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash

Decrease in Cash, Cash Equivalents, and Restricted Cash

( 2,864 ) ( 2,141 )

5 unchanged sentences

Condensed Consolidated Statement of Stockholders' Equity

Three Months Ended September 27, 2025

Three Months Ended April 4, 2026

(In thousands, except share and per share amounts) Common

5 unchanged sentences

Shares Amount Shares Amount

Balance at June 28, 2025

14,624,159 $ 146 $ 131,279 $ 901,907 2,846,846 $ ( 69,759 ) $ ( 37,553 ) $ 11,273 $ 937,293

Balance at January 3, 2026 14,624,159 $ 146 $ 138,844 $ 945,641 2,835,165 $ ( 69,473 ) $ ( 35,349 ) $ 11,258 $ 991,067

Net income — — — 25,509 — — — 312 25,821

2 unchanged sentences

Activity under stock plans — — ( 2,484 ) — ( 19,463 ) 477 — — ( 2,007 )

Other comprehensive items — — — — — — ( 2,544 ) ( 6 ) ( 2,550 )

Balance at September 27, 2025 14,624,159 $ 146 $ 133,912 $ 925,624 2,846,024 $ ( 69,738 ) $ ( 40,097 ) $ 11,660 $ 961,507

Nine Months Ended September 27, 2025

(In thousands, except share and per share amounts) Common

Stock Capital in

Excess of Par Value Retained Earnings Treasury

Stock Accumulated

Comprehensive Items Noncontrolling Interests Total

Stockholders' Equity

Shares Amount Shares Amount

Balance at December 28, 2024 14,624,159 $ 146 $ 130,180 $ 859,693 2,878,080 $ ( 70,524 ) $ ( 72,368 ) $ 11,001 $ 858,128

Net income — — — 77,944 — — — 1,247 79,191

Dividends declared – Common Stock, $ 1.02 per share

Dividends paid to noncontrolling interest

— — — — — — — ( 990 ) ( 990 )

Activity under stock plans — — 3,732 — ( 32,056 ) 786 — — 4,518

Dividend paid to noncontrolling interest — — — — — — — ( 825 ) ( 825 )

Other comprehensive items — — — — — — ( 3,456 ) ( 35 ) ( 3,491 )

Balance at September 27, 2025 14,624,159 $ 146 $ 133,912 $ 925,624 2,846,024 $ ( 69,738 ) $ ( 40,097 ) $ 11,660 $ 961,507

Three Months Ended September 28, 2024

Balance at April 4, 2026 14,624,159 $ 146 $ 136,360 $ 966,899 2,815,702 $ ( 68,996 ) $ ( 38,805 ) $ 10,545 $ 1,006,149

Three Months Ended March 29, 2025

(In thousands, except share and per share amounts) Common

5 unchanged sentences

Shares Amount Shares Amount

Balance at June 29, 2024

14,624,159 $ 146 $ 124,892 $ 811,595 2,879,638 $ ( 70,563 ) $ ( 58,359 ) $ 10,675 $ 818,386

Net income — — — 31,586 — — — 312 31,898

Dividend declared – Common Stock, $ 0.32 per share

— — — ( 3,759 ) — — — — ( 3,759 )

Activity under stock plans — — 2,594 — ( 803 ) 20 — — 2,614

Other comprehensive items — — — — — — 13,581 66 13,647

Balance at September 28, 2024

14,624,159 $ 146 $ 127,486 $ 839,422 2,878,835 $ ( 70,543 ) $ ( 44,778 ) $ 11,053 $ 862,786

Nine Months Ended September 28, 2024

(In thousands, except share and per share amounts) Common

Stock Capital in

Excess of Par Value Retained Earnings Treasury

Stock Accumulated

Comprehensive Items Noncontrolling Interests Total

Stockholders' Equity

Shares Amount Shares Amount

Balance at December 28, 2024 14,624,159 $ 146 $ 130,180 $ 859,693 2,878,080 $ ( 70,524 ) $ ( 72,368 ) $ 11,001 $ 858,128

Net income — — — 24,063 — — — 374 24,437

Dividends declared – Common Stock, $ 0.96 per share

Dividend declared – Common Stock, $ 0.34 per share

— — — ( 4,004 ) — — — — ( 4,004 )

Activity under stock plans — — ( 1,908 ) — ( 29,780 ) 729 — — ( 1,179 )

Noncontrolling interests acquired — — — — — — — 9,319 9,319

Acquisition of subsidiary shares — — ( 194 ) — — — — ( 329 ) ( 523 )

Dividend paid to noncontrolling interest — — — — — — — ( 825 ) ( 825 )

Other comprehensive items — — — — — — 9,944 69 10,013

Balance at September 28, 2024

$ 146 $ 127,486 $ 839,422 2,878,835 $ ( 70,543 ) $ ( 44,778 ) $ 11,053 $ 862,786

Balance at March 29, 2025 14,624,159 $ 146 $ 128,272 $ 879,752 2,848,300 $ ( 69,795 ) $ ( 62,424 ) $ 10,619 $ 886,570

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

7 unchanged sentences

Interim Financial Statements

The interim condensed consolidated financial statements and related notes presented have been prepared by the Company, are unaudited, and, in the opinion of management, reflect all adjustments of a normal recurring nature necessary for a fair statement of the Company's financial position at September 27, 2025, its results of operations, comprehensive income, and stockholders' equity for the three- and nine-month periods ended September 27, 2025 and September 28, 2024, and its cash flows for the nine-month periods ended September 27, 2025 and September 28, 2024.

The interim condensed consolidated financial statements and related notes presented have been prepared by the Company, are unaudited, and, in the opinion of management, reflect all adjustments of a normal recurring nature necessary for a fair statement of the Company's financial position at April 4, 2026, its results of operations, comprehensive income, cash flows and stockholders' equity for the three-month periods ended April 4, 2026 and March 29, 2025.

Interim results are not necessarily indicative of results for a full year or for any other interim period.

The condensed consolidated balance sheet presented as of December 28, 2024 has been derived from the consolidated financial statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 2024 (Annual Report).

The condensed consolidated balance sheet presented as of January 3, 2026 has been derived from the consolidated financial statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended January 3, 2026 (Annual Report).

The condensed consolidated financial statements and related notes are presented as permitted by the rules and regulations of the Securities and Exchange Commission (SEC) for Form 10-Q and do not contain certain information included in the annual consolidated financial statements and related notes of the Company.

5 unchanged sentences

Note 1 to the consolidated financial statements in the Annual Report describes the significant accounting estimates and policies used in preparation of the consolidated financial statements.

There have been no material changes in the Company’s significant accounting policies during the nine months ended September 27, 2025.

There have been no material changes in the Company’s significant accounting policies during the three months ended April 4, 2026.

Supplemental Cash Flow Information

Nine Months Ended

(In thousands) September 27,

2025 September 28,

Three Months Ended

(In thousands) April 4,

2026 March 29,

Cash Paid for Interest $ 4,253 $ 3,657

1 unchanged sentence

Non-Cash Investing Activities:

Fair value of assets acquired

$ 35,470 $ 360,021

Fair value of liabilities assumed

$ 14,124 $ 35,575

Fair value of noncontrolling interests acquired

Fair value of contingent consideration

Reduction in fair value of assets acquired

Reduction in fair value of liabilities assumed

Purchases of property, plant, and equipment in accounts payable $ 1,296 $ 463

Notes to Condensed Consolidated Financial Statements

Nine Months Ended

(In thousands) September 27,

2025 September 28,

Non-Cash Financing Activities:

1 unchanged sentence

Dividends declared but unpaid $ 4,251 $ 4,004

Notes to Condensed Consolidated Financial Statements

Restricted Cash

2 unchanged sentences

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the accompanying condensed consolidated balance sheet that are shown in aggregate in the accompanying condensed consolidated statement of cash flows:

(In thousands) September 27,

2025 September 28,

2024 December 28,

(In thousands) April 4,

2026 January 3,

2026 March 29,

2025 December 28,

3 unchanged sentences

The components of inventories are as follows:

September 27,

2025 December 28,

2026 January 3,

(In thousands)

9 unchanged sentences

Translation Net

September 27, 2025

April 4, 2026

Definite-Lived

7 unchanged sentences

Acquired Intangible Assets $ 589,696 $ ( 240,002 ) $ ( 8,524 ) $ 341,170

Notes to Condensed Consolidated Financial Statements

(In thousands) Gross Accumulated

Amortization Currency

Translation Net

December 28, 2024

January 3, 2026

Definite-Lived

7 unchanged sentences

Acquired Intangible Assets $ 589,579 $ ( 231,617 ) $ ( 7,586 ) $ 350,376

Notes to Condensed Consolidated Financial Statements

Intangible assets are recorded at fair value at the date of acquisition.

2 unchanged sentences

The Company amortizes definite-lived intangible assets over lives that have been determined based on the anticipated cash flow benefits of the intangible asset.

During the nine months ended September 27, 2025, the Company recognized intangible assets of $ 5,278,000 associated with its July 2025 acquisition (see Note 2 , Acquisition) and incremental intangibles of $ 200,000 related to a measurement period adjustment for a prior period acquisition.

The Company also recognized an impairment charge of $ 287,000 in the third quarter of 2025 associated with previously acquired technology that will no longer be utilized, which is included in other costs in the accompanying condensed consolidated statement of income.

The changes in the carrying amount of goodwill by reportable segment are as follows:

(In thousands) Flow Control Industrial Processing Material Handling Total

Balance at December 28, 2024

Balance at January 3, 2026

Gross balance $ 139,759 $ 306,319 $ 195,081 $ 641,159

2 unchanged sentences

2026 Activity

Acquisition ( Note 2 )

Measurement period adjustments for 2025 acquisitions

— ( 1,566 ) — ( 1,566 )

Currency translation ( 1,223 ) ( 1,258 ) ( 486 ) ( 2,967 )

Total 2026 activity ( 1,223 ) ( 2,824 ) ( 486 ) ( 4,533 )

Balance at September 27, 2025

Balance at April 4, 2026

Gross balance 138,536 303,495 194,595 636,626

1 unchanged sentence

Net balance $ 138,536 $ 217,957 $ 194,595 $ 551,088

Measurement period adjustments for the Company's acquisitions completed in the second and third quarters of 2024 were not material to its financial position or results of operations in the first nine months of 2025.

Warranty Obligations

1 unchanged sentence

The Company provides for the estimated cost of product warranties at the time of sale based on historical occurrence rates and repair costs, as well as knowledge of any specific warranty problems that indicate projected warranty costs may vary from historical patterns.

Notes to Condensed Consolidated Financial Statements

The Company negotiates the terms regarding warranty coverage and length of warranty depending on the products and applications.

The changes in the carrying amount of product warranty obligations are as follows:

Nine Months Ended

(In thousands) September 27,

2025 September 28,

Three Months Ended

(In thousands) April 4,

2026 March 29,

Balance at Beginning of Year $ 11,848 $ 10,664

1 unchanged sentence

Usage ( 1,854 ) ( 1,728 )

Acquisitions 688 473

Currency translation ( 25 ) 171

6 unchanged sentences

These projects are highly customized for the customer and, as a result, would include a significant cost to rework in the event of cancellation.

Notes to Condensed Consolidated Financial Statements

The following table presents revenue by revenue recognition method:

Three Months Ended Nine Months Ended

September 27, September 28, September 27, September 28,

Three Months Ended

April 4, March 29,

(In thousands) 2026 2025

4 unchanged sentences

The following table presents the disaggregation of revenue by product type and geography:

Three Months Ended Nine Months Ended

September 27, September 28, September 27, September 28,

Three Months Ended

April 4, March 29,

(In thousands) 2026 2025

10 unchanged sentences

See Note 9 , Business Segment Information, for information on the disaggregation of revenue by reportable segment.

Notes to Condensed Consolidated Financial Statements

The following table presents contract balances from contracts with customers:

September 27,

2025 December 28,

2026 January 3,

(In thousands)

7 unchanged sentences

These advance payments will be recognized as revenue when the Company's performance obligations have been satisfied, which typically occurs when the product has shipped and control of the asset has transferred to the customer.

The Company recognized revenue of $ 6,064,000 in th e third quarter of 2025 and $ 8,897,000 in the third quarter of 2024, and $ 36,861,000 in the first nine months of 2025 and $ 66,036,000 in the first nine months of 2024 that was included in the contract liabilities balance at the beginning of 2025 and 2024, respectively.

The majority of the Company's contracts for capital equipment have an original expected duration of one year or less.

Certain capital equipment contracts require longer lead times and could take up to 24 months to complete.

For contracts with an original expected duration of over one year, the aggregate amount of the transaction price allocated to the remaining unsatisfied or partially unsatisfied performance obligations was $ 27,990,000 as of September 27, 2025.

The Company recognized revenue of $ 32,008,000 in the first quarter of 2026 and $ 17,559,000 in the first quarter of 2025 that was included in the contract liabilities balance at the beginning of 2026 and 2025, respectively.

The majority of the Company's contracts for capital equipment products have an original expected duration of one year or less.

Certain capital equipment product contracts require longer lead times and could take up to 24 months to complete.

The Company will recognize revenue for these performance obligations as they are satisfied, approximately 80 % of which is expected to occur within the next twelve months and the remaining 20 % thereafter.

Note Receivable - China Transaction

The Company entered into several agreements with the local government in China, which became effective in the first quarter of 2022, to sell its then existing manufacturing building and land use rights at one of its subsidiaries in China within its Industrial Processing segment for $ 25,159,000 and relocate to a new facility (China Transaction).

Notes to Condensed Consolidated Financial Statements

Note Receivable

The Company entered into several agreements with the local government in China, which became effective in 2022, to sell its then-existing manufacturing building and land use rights at one of its subsidiaries in China and relocate to a new facility.

The Company received a 31 % down payment, with the remaining balance due on the earlier of the sale of the property by the local government or two years from the effective date of the agreements.

To date, the government has paid $ 1,803,000 , and the remaining receivable was $ 13,592,000 as of September 27, 2025, which is included in other current assets in the accompanying condensed consolidated balance sheet.

To date, the local government in China has made various interim payments and the outstanding receivable was $ 13,795,000 at April 4, 2026, which is included in other current assets in the accompanying condensed consolidated balance sheet.

The Company expects this receivable will be repaid in full, although the timing is uncertain.

3 unchanged sentences

The Company's Chinese subsidiaries may sell the drafts at a discount to a third-party financial institution or transfer the drafts to vendors in settlement of current accounts payable prior to the scheduled maturity date.

These drafts, which totaled $ 8,861,000 at September 27, 2025 and $ 5,299,000 at December 28, 2024, are included in accounts receivable in the accompanying condensed consolidated balance sheet until the subsidiary sells the drafts to a bank and receives a discounted amount, transfers the banker's acceptance drafts in settlement of current accounts payable prior to maturity, or obtains cash payment on the scheduled maturity date.

These drafts, which totaled $ 9,294,000 at April 4, 2026 and $ 9,115,000 at January 3, 2026, are included in accounts receivable in the accompanying condensed consolidated balance sheet until the subsidiary sells the drafts to a bank and receives a discounted amount, transfers the banker's acceptance drafts in settlement of current accounts payable prior to maturity, or obtains cash payment on the scheduled maturity date.

In accordance with Accounting Standards Codification (ASC) 740, Income Taxes (ASC 740), the Company recognizes deferred income taxes based on the expected future tax consequences of differences between the financial statement basis and the tax basis of assets and liabilities, calculated using enacted tax rates in effect for the year in which these differences are expected to reverse.

3 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes.

At September 27, 2025, the Company believes that it has appropriately accounted for any liability for unrecognized tax

Notes to Condensed Consolidated Financial Statements

At April 4, 2026, the Company believes that it has appropriately accounted for any liability for unrecognized tax benefits.

To the extent the Company prevails in matters for which a liability for an unrecognized tax benefit is established, the statute of limitations expires for a tax jurisdiction year, or the Company is required to pay amounts in excess of the liability, its effective tax rate in a given financial statement period may be affected.

In December 2021, the Organisation for Economic Co-operation and Development (OECD) released model rules introducing a new 15% global minimum tax for large multinational enterprises with an annual global revenue exceeding 750,000,000 euros (Pillar Two Rules).

Since the release of the Pillar Two Rules, the OECD has issued five tranches of administrative guidance, as well as guidance on transitional safe harbor relief.

Various countries, including the member states of the European Union, have adopted the Pillar Two Rules into their domestic laws, with certain rules coming into effect beginning in fiscal 2024.

Some countries are in the process of drafting legislation for adoption in future years.

Since the release of the Pillar Two Rules, the OECD has issued multiple tranches of administrative guidance, as well as guidance on transitional safe harbor relief.

Various countries, including the member states of the European Union, have adopted the Pillar Two Rules into their domestic laws, with certain rules coming into effect for fiscal years beginning in fiscal 2024.

While the Pillar Two Rules serve as a framework for implementing the minimum tax, countries may enact domestic laws that vary slightly from the Pillar Two Rules and may also adjust domestic tax incentives to align with the Pillar Two Rules on different timelines.

The Company continues to monitor developments of the Pillar Two Rules and evaluate the potential impact they may have on the jurisdictions in which it operates, including eligibility to qualify for transitional safe harbor relief.

To date, the Pillar Two Rules have not had a material impact on the Company's effective tax rate or consolidated financial statements, and the Company does not expect the Pillar Two Rules to have a material impact on its effective tax rate or consolidated financial statements for the fiscal year ending January 3, 2026.

In January 2026, the OECD released additional administrative guidance (Side-by-Side package) introducing new safe harbors.

The package includes an elective Side-by-Side safe harbor that, subject to adoption into local law, may exempt eligible U.S.

parented multinational groups from the application of certain aspects of the global minimum tax regime for fiscal years beginning on or after January 1, 2026.

The Company continues to evaluate the applicability of available safe harbors, monitor developments in OECD guidance and related local-country implementation, and assess the potential impact on the Company’s future Pillar Two compliance obligations and effective tax rate.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the United States.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions, including 100% bonus depreciation, domestic research cost expensing pursuant to Internal Revenue Code §174, and changes to the calculation of the interest expense limitation.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions, including 100% bonus depreciation, domestic research cost expensing pursuant to Internal Revenue Code Section 174, and changes to the calculation of the interest expense limitation.

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

There is no material impact of the OBBBA provisions to the Company's effective tax rate or consolidated financial statements for the quarter ended September 27, 2025.

The Company is still evaluating any potential impact to cash tax payments related to the provisions of the OBBBA.

The Company will continue to monitor the current and future impact of the OBBBA on its effective tax rate and consolidated financial statements as additional clarifications or interpretive guidance related to the OBBBA is released.

Recent Accounting Pronouncements Not Yet Adopted

Intangibles - Goodwill and Other-Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

In September 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2025-06 which improves the practicality of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods.

Under this ASU, eligible software development costs will begin capitalization when management has authorized and committed to funding the software project, it is probable that the project will be completed, and the software will be used to perform the function intended.

This ASU is effective for fiscal year 2028, with early adoption permitted and may be applied retrospectively.

There was no material impact from the OBBBA provisions during the

Notes to Condensed Consolidated Financial Statements

three months ended April 4, 2026.

The Company will continue to monitor the impact of the OBBBA and any additional clarifications or interpretive guidance related to the OBBBA as it is released.

Recent Accounting Pronouncements

Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosure (Topic 220).

In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2024-03, to disaggregate operating expense into specific categories to provide enhanced transparency into the nature and function of expenses.

This ASU is effective for fiscal year-end 2027 and interim periods beginning in fiscal 2028, with early adoption permitted and may be applied retrospectively.

The Company is currently evaluating the effect that the adoption of this ASU will have on its consolidated financial statements.

3 unchanged sentences

2025-05, to provide for a practical expedient permitting an entity to assume that conditions at the balance sheet date remained unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets accounted for under ASC 606, Revenue from Contracts with Customers.

This ASU is effective for fiscal year 2026, with early adoption permitted.

The amendments in this ASU should be applied prospectively.

The Company adopted this ASU during the first quarter of 2026, which did not have an impact on its consolidated financial statements.

Intangibles - Goodwill and Other-Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

In September 2025, FASB issued ASU No.

2025-06 which improves the practicality of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods.

This ASU is effective for fiscal year 2028, with early adoption permitted and may be applied retrospectively.

The Company is currently evaluating the effect that the adoption of this ASU will have on its consolidated financial statements.

Income Taxes – Improvements to Income Tax Disclosures (Topic 740) .

Interim Reporting (Topic 270):

Narrow-Scope Improvements.

In December 2025, the FASB issued ASU No.

2023-09, to improve income tax disclosure requirements, primarily through enhanced disclosures related to the income tax rate reconciliation and income taxes paid.

This ASU is effective for fiscal year-end 2025 and may be applied retrospectively.

The Company is in the process of determining the financial disclosures required under this ASU and continues to evaluate the effect that the adoption of this ASU will have on its consolidated financial statements.

Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosure (Topic 220).

In November 2024, the FASB issued ASU No.

2024-03, to disaggregate operating expense into specific categories to provide enhanced transparency into the nature and function of expenses.

This ASU is effective for fiscal year-end 2027 and interim periods beginning in fiscal 2028, with early adoption permitted and may be applied retrospectively.

2025-11, which clarifies the guidance to improve the consistency of interim reporting.

This ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have had a material impact on the entity.

This ASU is effective for fiscal year 2028, with early adoption permitted.

The Company is currently evaluating the effect that the adoption of this ASU will have on its consolidated financial statements.

Notes to Condensed Consolidated Financial Statements

The Company's acquisitions are accounted for using the acquisition method of accounting and the results of the acquired businesses are included in its condensed consolidated financial statements from the date of acquisition.

Historically, acquisitions have been made at prices above the fair value of identifiable net assets, resulting in goodwill.

Acquisition costs were $ 2,253,000 in the third quarter of 2025 and $ 3,498,000 in the nine months ended September 27, 2025 and are included in selling, general and administrative (SG&A) expenses in the accompanying condensed consolidated statement of income.

On July 9, 2025, the Company acquired all the outstanding equity securities of Babbini S.p.A and G.P.S.

Engineering S.r.l (collectively, Babbini), two Italy-based companies specializing in industrial dewatering and engineered power transmission solutions, for $ 16,483,000 , net of cash acquired.

The fair value of assets acquired totaled $ 35,470,000 , including cash of $ 4,863,000 , inventory of $ 13,825,000 , property, plant, and equipment of $ 5,355,000 , and intangible assets of $ 5,278,000 .

The fair value of liabilities assumed was $ 14,124,000 , including customer deposits of $ 3,857,000 and accounts payable of $ 2,954,000 .

Babbini is part of the Company's Industrial Processing segment.

The Company funded the acquisition through borrowings under its revolving credit facility.

See Note 11 , Subsequent Events, for details on the Company's acquisition that occurred on October 7, 2025.

Acquisition costs were $ 674,000 in the first quarter of 2026 and are included in selling, general and administrative (SG&A) expenses in the accompanying condensed consolidated statement of income.

See Note 11 , Subsequent Events, for information regarding the Company's April 2026 acquisition.

During the three months ended April 4, 2026, the Company recorded measurement period adjustments related to its acquisitions of Babbini S.p.A.

Engineering S.r.l (collectively, Babbini), acquired on July 9, 2025, and Clyde Industries Holdings, Inc.

and its subsidiaries (collectively, Clyde Industries), acquired on October 7, 2025.

These adjustments reflect new information obtained about facts and circumstances that existed as of the respective acquisition dates and resulted in revisions to the preliminary purchase price allocations.

The measurement period adjustments were not material to the Company's financial position or results of operations for the three months ended April 4, 2026.

Notes to Condensed Consolidated Financial Statements

The following table summarizes the aggregate estimated fair values of assets acquired and liabilities assumed in connection with the acquisitions of Babbini and Clyde Industries.

(In thousands) Total

Cash and Cash Equivalents

Accounts Receivable

Other Current Assets

Property, Plant and Equipment

Definite-Lived Intangible Assets

Customer relationships

Product technology

Total assets acquired

Accounts Payable

Customer Deposits

Other Current Liabilities

Long-Term Obligations

Deferred Income Taxes

Other Long-Term Liabilities

Total liabilities assumed

Net assets acquired

Purchase Price:

The Company is continuing to evaluate certain components of the purchase price allocations related to its acquisitions of Babbini and Clyde Industries, and may record additional measurement period adjustments in future periods as new information becomes available.

The Company expects the remaining purchase price adjustments will primarily relate to the valuation of deferred income taxes and inventory.

The measurement period will not exceed one year from the respective acquisition dates.

On August 21, 2024, the Company acquired a technology company, which is included in its Material Handling segment.

The total purchase price was approximately $ 11,785,000 , which included cash paid of $ 8,843,000 , net of cash acquired, a post-closing holdback payment of $ 1,157,000 , which was paid during the first quarter of 2026, and contingent consideration with a fair value of $ 1,785,000 as of the acquisition date.

The contingent consideration is payable upon the achievement of certain revenue performance targets earned between June 30, 2025 and June 30, 2027.

The maximum future value of the contingent consideration subject to payment is approximately $ 12,079,000 , calculated using the foreign currency spot rate at April 4, 2026.

The valuation of the contingent consideration is dependent on the following assumptions:

the probability of successful achievement of certain revenue targets, forecasted revenue, revenue volatility, and discount rate.

See Note 8 , Fair Value Measurements and Fair Value of Financial Instruments, for additional information related to the fair value of the contingent consideration assumed in the acquisition.

Notes to Condensed Consolidated Financial Statements

Earnings per Share

Basic and diluted earnings per share (EPS) were calculated as follows:

Three Months Ended Nine Months Ended

(In thousands, except per share amounts) September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Three Months Ended

(In thousands, except per share amounts) April 4,

2026 March 29,

Net Income Attributable to Kadant $ 25,509 $ 24,063

4 unchanged sentences

Diluted Earnings per Share $ 2.16 $ 2.04

The effect of outstanding and unvested restricted stock units (RSUs) of the Company’s common stock totaling 5,000 shares in the third quarter of 2025, 5,000 shares in the third quarter of 2024, 19,000 in the first nine months of 2025 and 21,000 in the first nine months of 2024 were not included in the computation of diluted EPS for the respective periods as the effect would have been antidilutive or, for unvested performance-based RSUs, the performance conditions had not been met as of the end of the respective reporting periods.

The effect of outstanding and unvested restricted stock units (RSUs) of the Company’s common stock totaling 46,000 shares in the first quarter of 2026 and 26,000 shares in the first quarter of 2025 were not included in the computation of diluted EPS for the respective periods as the effect would have been antidilutive or, for unvested performance-based RSUs, the performance conditions had not been met as of the end of the respective reporting periods.

Provision for Income Taxes

The provision for income taxes was $ 29,416,000 in the first nine months of 2025 and $ 31,810,000 in the first nine months of 2024.

The effective tax rate of 27 % in the first nine months of 2025 was higher than the Company’s statutory rate of 21% primarily due to nondeductible expenses, the distribution of the Company’s worldwide earnings, state taxes, and the cost of repatriating the earnings of certain foreign subsidiaries.

These items were offset in part by a net tax benefit from the re-measurement of certain deferred income tax assets and liabilities due to the decrease to Germany's future statutory tax rate enacted in July 2025 and foreign tax credits.

The effective tax rate of 26 % in the first nine months of 2024 was higher than the Company's statutory rate of 21% primarily due to the distribution of the Company's worldwide earnings, nondeductible expenses, state taxes, and the cost of repatriating the earnings of certain foreign subsidiaries.

These items were offset in part by foreign tax credits.

Notes to Condensed Consolidated Financial Statements

The provision for income taxes was $ 10,142,000 in the first quarter of 2026 and $ 7,828,000 in the first quarter of 2025.

The effective tax rate of 28.2 % in the first quarter of 2026 was higher than the Company’s statutory rate of 21% primarily due to the distribution of the Company’s worldwide earnings, nondeductible expenses, and state taxes.

The effective tax rate of 24.3 % in the first quarter of 2025 was higher than the Company's statutory rate of 21% primarily due to nondeductible expenses, the distribution of the Company's worldwide earnings, and state taxes.

These items were offset in part by net excess income tax benefits from stock-based compensation arrangements, the reversal of tax reserves associated with uncertain tax positions, and foreign tax credits.

Long-Term Obligations

Long-term obligations are as follows:

September 27,

2025 December 28,

2026 January 3,

(In thousands)

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Revolving Credit Facility

On September 26, 2025, the Company entered into an eighth amendment and joinder (the Eighth Amendment) to its unsecured multi-currency revolving credit facility, originally dated as of March 1, 2017 (as amended and restated to date, the Credit Agreement).

The Eighth Amendment, among other things, increased the Company's aggregate borrowing capacity from $ 400,000,000 to $ 750,000,000 and extended the maturity date from November 30, 2027 to September 26, 2030.

In addition to the increased committed borrowing capacity, an uncommitted, unsecured incremental borrowing facility of $ 200,000,000 continues to be available under the Credit Agreement.

The Company's unsecured multi-currency revolving credit facility dated as of March 1, 2017 (as amended and restated to date, the Credit Agreement) matures on September 26, 2030 and has a borrowing capacity of $ 750,000,000 , in addition to an uncommitted, unsecured incremental borrowing facility of $ 200,000,000 .

Interest on borrowings outstanding under the Credit Agreement accrues and is payable in arrears calculated at one of the following rates selected by the Company:

(i) the Base Rate, as defined, plus an applicable margin of 0.25 % to 1.25 %, or (ii) Eurocurrency Rate, Term SOFR, Term CORRA, AUD Rate, and RFR, as applicable and defined, plus an applicable margin of 1.25 % to 2.25 %.

(i) the Base Rate,

Notes to Condensed Consolidated Financial Statements

as defined, plus an applicable margin of 0.25 % to 1.25 %, or (ii) Eurocurrency Rate, Term SOFR, Term CORRA, AUD Rate, and RFR, as applicable and defined, plus an applicable margin of 1.25 % to 2.25 %.

The margin is determined based upon the ratio of the Company's total debt, net of unrestricted cash up to $ 50,000,000 , to earnings before interest, taxes, depreciation, and amortization as defined in the Credit Agreement.

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Loans under the Credit Agreement are guaranteed by certain domestic subsidiaries of the Company.

During the third quarter of 2025, the Company borrowed approximately $ 21,000,000 of euro-denominated debt to finance the acquisition of Babbini.

As of September 27, 2025, the outstanding balance under the Credit Agreement was $ 248,075,000 , which included $ 101,075,000 of euro-denominated borrowings.

The Company had $ 501,968,000 of available committed borrowing capacity as of September 27, 2025, which was calculated by translating its foreign-denominated borrowings using the administrative agent's borrowing date foreign exchange rates, in addition to the $ 200,000,000 uncommitted, unsecured incremental borrowing facility.

See Note 11, Subsequent Events, for the additional borrowings incurred under the Company's Credit Agreement in connection with its acquisition that occurred on October 7, 2025.

The weighted average interest rate for the outstanding balance under the Credit Agreement was 4.48 % as of September 27, 2025 and 5.27 % as of December 28, 2024.

During the third quarter of 2025, the Company incurred $ 2,549,000 of debt issuance costs related to the Eighth Amendment.

Unamortized debt issuance costs related to the Credit Agreement, included in other assets in the accompanying condensed consolidated balance sheet, were $ 3,199,000 at September 27, 2025 and $ 993,000 at December 28, 2024 and are being amortized to interest expense using the straight-line method.

Notes to Condensed Consolidated Financial Statements

As of April 4, 2026, the outstanding balance under the Credit Agreement was $ 355,411,000 , which included $ 78,411,000 of euro-denominated borrowings.

The Company had $ 394,600,000 of committed borrowing capacity available as of April 4, 2026, which was primarily calculated by translating its foreign-denominated borrowings using the administrative agent's borrowing date foreign exchange rates, in addition to the $ 200,000,000 uncommitted, unsecured incremental borrowing facility.

See Note 11 , Subsequent Events, for details on the Company's borrowings to fund its April 2026 acquisition.

The weighted average interest rate for the outstanding balance under the Credit Agreement was 4.52 % as of April 4, 2026 and 4.49 % as of January 3, 2026.

Senior Promissory Notes

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Debt Compliance

As of September 27, 2025, the Company was in compliance with the covenants related to its debt obligations.

As of April 4, 2026, the Company was in compliance with the covenants related to its debt obligations.

Stock-Based Compensation

The Company recognized stock-based compensation expense of $ 2,696,000 in the third quarter of 2025, $ 2,627,000 in the third quarter of 2024, $ 8,516,000 in the first nine months of 2025 and $ 7,926,000 in the first nine months of 2024 within SG&A expenses in the accompanying condensed consolidated statement of income.

The Company recognized stock-based compensation expense of $ 2,916,000 in the first quarter of 2026 and $ 2,757,000 in the first quarter of 2025 within SG&A expenses in the accompanying condensed consolidated statement of income.

The Company recognizes compensation expense for all stock-based awards granted to employees and directors based on the grant date estimate of fair value for those awards.

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For performance-based RSUs, compensation expense is recognized ratably over the requisite service period for each separately vesting portion of the award based on the grant date fair value, net of actual forfeitures recorded when they occur, and remeasured each reporting period until the total number of RSUs to be issued is known.

Unrecognized compensation expense related to stock-based compensation totaled $ 11,316,000 at September 27, 2025, which will be recognized over a weighted average period of 1.7 years.

Unrecognized compensation expense related to stock-based compensation totaled $ 17,329,000 at April 4, 2026, which will be recognized over a weighted average period of 2.0 years.

Notes to Condensed Consolidated Financial Statements

Non-Employee Director RSUs

On May 14, 2025, the Company granted an aggregate of 2,635 RSUs to its non-employee directors with an aggregate grant date fair value of $ 850,000 , of which 50 % vested on June 1, 2025, 25 % vested on the last day of the third fiscal quarter of 2025 and the remaining 25 % will vest on the last day of the fourth fiscal quarter of 2025, subject to continued service as a director on the applicable vesting dates.

On March 11, 2026, the Company granted an aggregate of 2,565 RSUs to its non-employee directors with an aggregate grant date fair value of $ 850,000 .

Twenty-five percent of the RSUs vest on the last day of each fiscal quarter in 2026, subject to the director's continued service through the applicable vesting date.

Performance-based RSUs

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Following the adjustment, the performance-based RSUs will be subject to additional time-based vesting, and will vest in three equal annual installments on March 10 of 2027, 2028, and 2029, provided that the officer is employed by the Company on the applicable vesting dates.

Notes to Condensed Consolidated Financial Statements

Time-based RSUs

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Changes in each component of accumulated other comprehensive items (AOCI), net of tax, are as follows:

(In thousands) Foreign Currency Translation Adjustment Post-Retirement Benefit Liability Adjustments

Balance at December 28, 2024 $ ( 72,416 ) $ 48 $ ( 72,368 )

(In thousands) Foreign Currency Translation Adjustment Pension and Other Post-Retirement Benefit Liability Adjustments

Balance at January 3, 2026 $ ( 35,369 ) $ 20 $ ( 35,349 )

Other comprehensive items before reclassifications ( 3,451 ) ( 2 ) ( 3,453 )

2 unchanged sentences

( 3,451 ) ( 5 ) ( 3,456 )

Balance at September 27, 2025 $ ( 40,158 ) $ 61 $ ( 40,097 )

Balance at April 4, 2026 $ ( 38,820 ) $ 15 $ ( 38,805 )

Fair Value Measurements and Fair Value of Financial Instruments

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• Level 3—Unobservable inputs based on the Company's own assumptions.

Notes to Condensed Consolidated Financial Statements

The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis:

Fair Value as of September 27, 2025

Fair Value as of April 4, 2026

(In thousands) Level 1 Level 2 Level 3 Total

3 unchanged sentences

$ — $ — $ 2,002 $ 2,002

Fair Value as of December 28, 2024

Fair Value as of January 3, 2026

(In thousands) Level 1 Level 2 Level 3 Total

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Banker's acceptance drafts (b) $ — $ 9,115 $ — $ 9,115

Forward currency-exchange contracts (d)

$ — $ 39 $ — $ 39

Contingent consideration (c)

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(d) Included in other current liabilities at December 28, 2024 in the accompanying condensed consolidated balance sheet.

Notes to Condensed Consolidated Financial Statements

The Company uses the market approach technique to value its financial assets and liabilities, and there were no changes in valuation techniques during the first nine months of 2025.

The Company uses the market approach technique to value its Level 1 and Level 2 financial assets and liabilities, and there were no changes in valuation techniques during the first quarter of 2026.

Banker's acceptance drafts are carried at face value, which approximates their fair value due to the short-term nature of the negotiable instrument.

The fair values of the forward currency-exchange contracts are based on quoted forward foreign exchange rates at the reporting date.

The forward currency-exchange contracts are hedges of either recorded assets or liabilities or anticipated transactions and represent the estimated amount the Company would receive or pay upon liquidation of the contracts.

Changes in values of the underlying hedged assets and liabilities or anticipated transactions are not reflected in the table above.

In connection with the acquisition of a technology company in August 2024, the Company assumed contingent consideration with an estimated fair value of $ 1,785,000 , measured at the date of acquisition.

The contingent consideration is payable upon the achievement of certain revenue performance targets earned between June 30, 2025 and June 30, 2027.

The maximum future value of the contingent consideration subject to payment is approximately $ 11,445,000 , calculated using the foreign currency spot rate at September 27, 2025.

The Company uses the income approach technique to estimate the fair value of its Level 3 contingent consideration, including valuation models that incorporate probability adjusted assumptions and simulations related to the achievement of milestones and the likelihood of making the related payment.

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Changes to the fair value of contingent consideration can result from changes to one or multiple inputs, including the discount rate, projected revenue, revenue volatility, and the assumed probabilities of successful achievement of certain revenue targets.

The following table provides a rollforward of the change in the fair value of the contingent consideration as determined by Level 3 inputs during the first nine months of 2025:

There were no changes in the valuation techniques or significant unobservable inputs used in measuring the contingent consideration during the first quarter of 2026.

The following table provides a rollforward of the change in the fair value of the contingent consideration as determined by Level 3 inputs:

Three Months Ended

(In thousands)

Balance at December 28, 2024

2026 March 29,

Balance at Beginning of Year

$ 1,941 $ 1,678

Currency translation

Balance at September 27, 2025

Balance at End of Period

$ 2,002 $ 1,699

The carrying value and fair value of debt obligations, excluding lease obligations, are as follows:

September 27, 2025 December 28, 2024

April 4, 2026 January 3, 2026

(In thousands) Carrying Value Fair Value Carrying Value Fair Value

4 unchanged sentences

$ 361,324 $ 372,720 $ 372,711

Notes to Condensed Consolidated Financial Statements

The carrying value of the Company's revolving credit facility approximates the fair value as the obligation bears variable rates of interest, which adjust frequently, based on prevailing market rates.

The fair value of the revolving credit facility is based on observable market interest rates and credit spreads available for similar instruments, which represent Level 2 measurements.

The fair value of the senior promissory notes is primarily calculated based on quoted market rates plus an applicable margin available to the Company at the respective period end, which represent Level 2 measurements.

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The Company is a global supplier of technologies and engineered systems that drive Sustainable Industrial Processing and operates in three reportable segments consisting of its Flow Control segment, Industrial Processing segment, and Material Handling segment.

The Company aggregated its operating segments into its reportable segments where they contained similar products and economic characteristics, and shared similar types of customers, and production and distribution methods.

The Company aggregates its operating segments into its reportable segments where they contain similar products and economic characteristics, and share similar types of customers, and production and distribution methods.

The Flow Control segment is comprised of its fluid-handling and its doctoring, cleaning, & filtration operating segments, and the Industrial Processing segment is comprised of its wood processing and its fiber processing operating segments.

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The Company has determined that its CEO is its Chief Operating Decision Maker (CODM) who is responsible for assessing performance and allocating resources.

The CODM utilizes segment gross profit margin and segment

Notes to Condensed Consolidated Financial Statements

operating income margin to evaluate the performance of each segment and allocate resources effectively.

The CODM utilizes segment gross profit margin and segment operating income margin to evaluate the performance of each segment and allocate resources effectively.

The CODM primarily reviews these profit measures in comparison to forecasts, trends, key performance targets, and results of industry peers to assess profitability, identify areas for improvement, and make strategic decisions regarding investments and resource allocation within each segment.

A description of each reportable segment follows:

• Flow Control – Custom-engineered products, systems, and technologies that control the flow of fluids used in industrial and commercial applications to keep critical processes running efficiently in the packaging, tissue, food, metals, energy, and other industrial sectors.

• Flow Control – Custom-engineered products, systems, and technologies that control the flow of fluids used in industrial and commercial applications to keep critical processes running efficiently in the packaging, paper and tissue, food, energy, defense, and numerous other industrial sectors.

The Company's primary products include rotary sealing devices, steam systems, expansion joints, doctor systems, roll and fabric cleaning devices, and filtration and fiber recovery systems.

• Industrial Processing – Equipment, machinery, and technologies used to recycle paper and paperboard and process timber, and optimize industrial steam boiler efficiency for use in the packaging, paper, tissue, wood products and food processing industries, among others.

• Industrial Processing – Equipment, machinery, and technologies used to recycle paper and paperboard, process timber, and optimize industrial steam boiler efficiency in the packaging, paper, tissue, wood products and food processing industries, among others.

The Company's primary products include fiber processing systems and recycling equipment, chemical pulping equipment, debarkers, stranders, chippers, custom-engineered knife systems, industrial boiler cleaning technologies, and continuous dewatering equipment.

In addition, the Company provides industrial automation and digitization solutions to process industries.

• Material Handling – Products and engineered systems used to handle bulk and discrete materials for secondary processing or transport in the aggregates, mining, food, and waste management industries, among others.

The Company's primary products include conveying and vibratory equipment and balers.

In addition, the Company manufactures and sells biodegradable, absorbent granules used as carriers in agricultural applications and for oil and grease absorption.

In addition, the Company manufactures and sells biodegradable, absorbent granules used as carriers in agricultural, home lawn and garden, professional lawn, turf and ornamental applications, and for oil and grease absorption.

Notes to Condensed Consolidated Financial Statements

The following tables present financial information for the Company's reportable segments:

Three Months Ended September 27, 2025

Three Months Ended April 4, 2026

(In thousands) Flow Control Industrial Processing Material Handling Total

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Intangible asset amortization expense 1,270 4,427 2,688 8,385

Other segment items (a) 12 2,787 ( 76 ) 2,723

Other segment items ( 101 ) 164 ( 142 ) ( 79 )

Segment Operating Income

2 unchanged sentences

24.5 % 16.2 % 12.5 %

Corporate Expenses (b)

Interest Expense, Net

Other Expense, Net

Corporate Expenses (a) ( 11,474 )

Interest Expense, Net (b) ( 4,133 )

Other Expense, Net (b) ( 13 )

Income Before Provision for Income Taxes

2 unchanged sentences

Depreciation expense (c) $ 1,927 $ 3,110 $ 1,212 $ 13 $ 6,262

$ 1,935 $ 2,621 $ 1,142 $ 13 $ 5,711

Capital expenditures $ 1,022 $ 863 $ 1,236 $ 137 $ 3,258

Notes to Condensed Consolidated Financial Statements

Three Months Ended September 28, 2024

Three Months Ended March 29, 2025

(In thousands) Flow Control Industrial Processing Material Handling Total

10 unchanged sentences

Intangible asset amortization expense 1,493 2,378 2,828 6,699

Other segment items (a) ( 108 ) ( 89 ) 12 ( 185 )

Other segment items 85 68 ( 29 ) 124

Segment Operating Income

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24.6 % 18.8 % 13.2 %

Corporate Expenses (b)

Interest Expense, Net

Other Expense, Net

Income Before Provision for Income Taxes

(In thousands) Flow Control Industrial Processing Material Handling Corporate Total

Other Segment Disclosures

Depreciation expense (c)

$ 1,845 $ 2,418 $ 1,102 $ 12 $ 5,377

Capital expenditures $ 1,894 $ 1,209 $ 1,074 $ 8 $ 4,185

Nine Months Ended September 27, 2025

(In thousands) Flow Control Industrial Processing Material Handling Total

Revenue $ 283,227 $ 291,854 $ 190,963 $ 766,044

Cost of revenue 133,114 165,106 117,791 416,011

Gross Profit 150,113 126,748 73,172 350,033

Gross Profit Margin 53.0 % 43.4 % 38.3 % 45.7 %

Operating Expenses:

Selling expenses 43,727 31,756 20,083 95,566

General and administrative expenses 28,348 27,184 13,384 68,916

Research and development expenses 4,141 5,291 1,734 11,166

Intangible asset amortization expense 4,289 7,414 8,217 19,920

Other segment items (a) 71 3,957 ( 253 ) 3,775

Segment Operating Income $ 69,537 $ 51,146 $ 30,007 $ 150,690

Segment Operating Income Margin 24.6 % 17.5 % 15.7 %

Corporate Expenses (b) ( 33,111 )

Interest Expense, Net ( 8,920 )

Other Expense, Net ( 52 )

Corporate Expenses (a) ( 11,533 )

Interest Expense, Net (b) ( 3,305 )

Other Expense, Net (b) ( 16 )

Income Before Provision for Income Taxes

Notes to Condensed Consolidated Financial Statements

(In thousands) Flow Control Industrial Processing Material Handling

Other Segment Disclosures

Depreciation expense (c)

$ 5,588 $ 7,436 $ 3,499 $ 36 $ 16,559

Capital expenditures $ 4,102 $ 3,703 $ 3,190 $ 3 $ 10,998

Nine Months Ended September 28, 2024

(In thousands) Flow Control Industrial Processing Material Handling Total

Revenue $ 276,493 $ 331,310 $ 187,551 $ 795,354

Cost of revenue

130,352 191,062 119,652 441,066

Gross Profit 146,141 140,248 67,899 354,288

Gross Profit Margin 52.9 % 42.3 % 36.2 % 44.5 %

Operating Expenses:

Selling expenses

41,016 31,143 18,531 90,690

General and administrative expenses

27,051 25,796 12,175 65,022

Research and development expenses

4,434 4,480 1,705 10,619

Intangible asset amortization expense 3,522 8,346 9,385 21,253

Other segment items (a) 597 423 581 1,601

Segment Operating Income

$ 69,521 $ 70,060 $ 25,522 $ 165,103

Segment Operating Income Margin

25.1 % 21.1 % 13.6 %

Corporate Expenses (b)

Interest Expense, Net

Other Expense, Net

Income Before Provision for Income Taxes

(In thousands) Flow Control Industrial Processing Material Handling

Three Months Ended March 29, 2025 (continued)

(In thousands) Flow Control Industrial Processing Material Handling Corporate Total

Other Segment Disclosures

Depreciation expense (c) $ 1,798 $ 2,347 $ 1,158 $ 11 $ 5,314

$ 4,921 $ 7,112 $ 3,183 $ 36 $ 15,252

Capital expenditures $ 1,509 $ 1,325 $ 999 $ 3 $ 3,836

September 27,

2026 January 3,

(In thousands)

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$ 1,714,652 $ 1,712,178

$ 1,532,234 $ 1,430,345

(a) Primarily includes acquisition costs, indemnification asset provisions and reversals associated with uncertain tax positions, and certain gains and losses.

(b) Primarily consists of general and administrative expenses.

(a) Primarily consists of general and administrative expenses.

(b) The Company does not allocate interest expense, net and other expense, net to its segments.

(c) Depreciation expense by reportable segment is included within cost of revenue and selling, general and administrative, and research and development expenses.

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(e) Corporate assets primarily consist of cash and cash equivalents, tax assets, right-of-use assets, and property, plant, and equipment, net.

Notes to Condensed Consolidated Financial Statements

Commitments and Contingencies

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Banker's acceptance drafts transferred to vendors are subject to customary right of recourse provisions prior to their scheduled maturity dates.

The Company had $ 8,046,000 at September 27, 2025 and $ 7,952,000 at December 28, 2024 of banker's acceptance drafts subject to recourse, which were transferred to vendors and had not reached their scheduled maturity dates.

The Company had $ 8,482,000 at April 4, 2026 and $ 9,556,000 at January 3, 2026 of banker's acceptance drafts subject to recourse, which were transferred to vendors and had not reached their scheduled maturity dates.

Historically, the banker's acceptance drafts have settled upon maturity without any claim of recourse against the Company.

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Subsequent Events

On October 7, 2025, the Company acquired Clyde Industries Holdings, Inc.

and its subsidiaries (Clyde Industries) pursuant to a securities purchase agreement for $ 175,000,000 in cash, subject to customary adjustments.

Clyde Industries is a manufacturer of highly engineered boiler efficiency and cleaning system technologies, with revenue of approximately $ 92,000,000 for its fiscal year ended February 28, 2025.

Clyde Industries is headquartered in Atlanta, Georgia, with operations in Brazil, China, Indonesia, Canada, Finland, Columbia and India and has approximately 400 employees worldwide.

Clyde Industries is part of the Company's Industrial Processing segment.

As a result of the acquisition, the Company expects to expand its product sales into new markets by leveraging Clyde Industries' existing presence.

On January 29, 2026, the Company entered into a definitive agreement to acquire the shares of voestalpine BÖHLER Profil GmbH & Co KG and voestalpine BÖHLER Profil VerwaltungsGmbH.

The acquisition was completed on April 30, 2026 for 157,000,000 euros in cash, subject to certain customary adjustments.

At closing, the company names were changed to Kadant Profil GmbH & Co KG and Kadant Profil Verwaltungs GmbH (collectively, Kadant Profil).

Kadant Profil is a manufacturer of customized rolled profiles and industrial knife solutions for demanding industrial applications and is part of the

Notes to Condensed Consolidated Financial Statements

Company's Industrial Processing segment.

The Company expects several synergies in connection with this acquisition, including expanding product sales into new markets by leveraging its global sales network and relationships, broadening its product portfolio, strengthening its position in the markets it serves, leveraging the acquired workforce, and achieving internal production efficiencies.

The excess of the purchase price for this acquisition over the fair value of the net assets acquired will be recorded as goodwill.

The Company has not yet completed its preliminary assessment of the fair value of the assets acquired and liabilities assumed in this acquisition, including the valuation of intangible assets and goodwill, due to the proximity of the acquisition to the issuance of these condensed consolidated financial statements.

Accordingly and as permitted by ASC 80 5, Business Combinations , the Company is unable to provide further disclosures, including the allocation of the purchase price for this acquisition at this time.

Borrowings Under the Credit Agreement

In October 2025, the Company borrowed $ 170,000,000 under its existing revolving credit facility, pursuant to the terms of the Credit Agreement, to fund the Clyde Industries acquisition.

In April 2026, the Company borrowed 155,000,000 euros under its revolving credit facility, pursuant to the terms of the Credit Agreement, to fund the Kadant Profil acquisition.

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