What changed in this filing

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Item 1. Financial Statements

2026-05-06 compared with 2026-02-05 · 121 added, 112 removed, 623 unchanged (27% of the section changed)

52 unchanged sentences

(Amounts in Thousands, Except for Per Share Data)

Three Months Ended Six Months Ended

December 31 December 31

Three Months Ended Nine Months Ended

March 31 March 31

(Unaudited) 2026 2025 2026 2025

26 unchanged sentences

Three Months Ended Three Months Ended

December 31, 2025 December 31, 2024

March 31, 2026 March 31, 2025

(Unaudited) Pre-tax Tax Net of Tax Pre-tax Tax Net of Tax

9 unchanged sentences

Total comprehensive income $ 501 $ 11,904

Six Months Ended Six Months Ended

December 31, 2025 December 31, 2024

Nine Months Ended Nine Months Ended

March 31, 2026 March 31, 2025

(Unaudited) Pre-tax Tax Net of Tax Pre-tax Tax Net of Tax

13 unchanged sentences

(Amounts in Thousands)

Six Months Ended

Nine Months Ended

(Unaudited) 2026 2025

3 unchanged sentences

Depreciation and amortization 28,664 27,412

Loss on sales of assets 370 8

(Gain) loss on sales of assets

Deferred income taxes ( 3,333 ) ( 4,565 )

25 unchanged sentences

Debt issuance costs — ( 499 )

Net cash used for financing activities ( 2,142 ) ( 97,255 )

Net cash provided by (used for) financing activities 2,455 ( 126,615 )

Effect of Exchange Rate Change on Cash and Cash Equivalents 540 13

12 unchanged sentences

The restricted cash included in Prepaid expenses and other current assets on the balance sheet represents funds held by the Company for a foreign subsidiary’s employee savings plan.

(Unaudited) December 31,

(Unaudited) March 31,

2026 June 30,

9 unchanged sentences

(Unaudited) Additional Paid-In Capital

Amounts at September 30, 2025 $ 319,437 $ 343,634 $ 1,455 $ ( 87,387 ) $ 577,139

Amounts at December 31, 2025 $ 321,823 $ 347,271 $ 1,474 $ ( 91,406 ) $ 579,162

Other comprehensive income (loss) ( 5,218 ) ( 5,218 )

Issuance of non-restricted stock ( 21,000 shares)

Compensation expense related to stock compensation plans 2,112 2,112

Performance and restricted share issuance ( 0 and 4,000 shares, respectively)

( 152 ) 58 ( 94 )

Repurchase of common stock ( 166,000 shares) (including excise tax)

( 4,039 ) ( 4,039 )

Amounts at March 31, 2026 $ 323,783 $ 352,990 $ ( 3,744 ) $ ( 95,387 ) $ 577,642

Amounts at December 31, 2024 $ 319,744 $ 323,150 $ ( 23,383 ) $ ( 82,035 ) $ 537,476

Amounts at September 30, 2024 $ 319,175 $ 319,718 $ ( 11,769 ) $ ( 79,366 ) $ 547,758

Net income 3,817 3,817

Other comprehensive income (loss) 8,087 8,087

Issuance of non-restricted stock ( 26,000 shares)

Compensation expense related to stock compensation plans 1,830 1,830

Charitable donation of common stock ( 2,000 shares)

Performance and restricted share issuance ( 0 shares and 4,000 shares, respectively)

( 117 ) 49 ( 68 )

Repurchase of Common Stock ( 175,000 shares)

( 3,027 ) ( 3,027 )

Amounts at December 31, 2024 $ 319,744 $ 323,150 $ ( 23,383 ) $ ( 82,035 ) $ 537,476

Six Months Ended

Amounts at March 31, 2025 $ 321,457 $ 326,967 $ ( 15,296 ) $ ( 85,013 ) $ 548,115

Nine Months Ended

Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Share Owners’ Equity

10 unchanged sentences

( 9,803 ) ( 9,803 )

Amounts at December 31, 2025 $ 321,823 $ 347,271 $ 1,474 $ ( 91,406 ) $ 579,162

Amounts at March 31, 2026 $ 323,783 $ 352,990 $ ( 3,744 ) $ ( 95,387 ) $ 577,642

Amounts at June 30, 2024 $ 319,463 $ 316,564 $ ( 17,807 ) $ ( 77,759 ) $ 540,461

8 unchanged sentences

( 8,928 ) ( 8,928 )

Amounts at December 31, 2024 $ 319,744 $ 323,150 $ ( 23,383 ) $ ( 82,035 ) $ 537,476

Amounts at March 31, 2025 $ 321,457 $ 326,967 $ ( 15,296 ) $ ( 85,013 ) $ 548,115

See Notes to Condensed Consolidated Financial Statements .

11 unchanged sentences

Basis of Presentation:

The Condensed Consolidated Financial Statements presented herein reflect the consolidated financial position as of December 31, 2025 and June 30, 2025, results of operations for the three and six months ended December 31, 2025 and 2024, cash flows for the six months ended December 31, 2025 and 2024, and share owners’ equity for the three and six months ended December 31, 2025 and 2024.

The Condensed Consolidated Financial Statements presented herein reflect the consolidated financial position as of March 31, 2026 and June 30, 2025, results of operations for the three and nine months ended March 31, 2026 and 2025, cash flows for the nine months ended March 31, 2026 and 2025, and share owners’ equity for the three and nine months ended March 31, 2026 and 2025.

The financial data presented herein is unaudited and should be read in conjunction with the annual Consolidated Financial Statements as of and for the year ended June 30, 2025 and related notes thereto included in our Annual Report on Form 10-K.

38 unchanged sentences

Receivables are considered sold when they are transferred beyond the reach of Kimball Electronics and its creditors, the purchaser has the right to pledge or exchange the receivables, and we have surrendered control over the transferred receivables.

In the six months ended December 31, 2025 and 2024, we sold, without recourse, $ 144.1 million and $ 169.0 million of accounts receivable, respectively.

For the three months ended December 31, 2025 and 2024, factoring fees were $ 0.6 million and $ 0.5 million, and $ 1.3 million and $ 1.1 million during the six months ended December 31, 2025 and 2024, respectively.

In the nine months ended March 31, 2026 and 2025, we sold, without recourse, $ 208.7 million and $ 236.2 million of accounts receivable, respectively.

For the three months ended March 31, 2026 and 2025, factoring fees were $ 0.5 million and $ 0.5 million, respectively, and $ 1.8 million and $ 1.5 million during the nine months ended March 31, 2026 and 2025, respectively.

Factoring fees are recorded in Non-operating income (expense), net on our Condensed Consolidated Statements of Income.

Beginning in the fourth quarter of fiscal year 2025, we are also a party to a Receivables Purchase Agreement (the “RPA”) with a third-party banking institution for the sale of trade receivables generated from sales to certain customers, subject to acceptance by, and a funding commitment from, the bank that is a party to the RPA.

Receivables sold pursuant to the RPA are serviced by us.

Under the program, we sell our entire interest in certain receivables at the invoice amount less a discount.

We are also a party to receivables purchase agreements (“RPA’s”) with third-party banking institutions for the sale of trade receivables generated from sales to certain customers, subject to acceptance by, and a funding commitment from, the banks that are a party to the RPA’s.

Receivables sold pursuant to the RPA’s are serviced by us.

Under the RPA’s, we sell our entire interest in certain receivables at the invoice amount less a discount.

Upon sale, these receivables are removed from the Condensed Consolidated Balance Sheets and cash received is presented as cash provided by operating activities in the Condensed Consolidated Statements of Cash Flows.

We are required to remit amounts collected as a servicer under the RPA on a weekly basis to the financial institution that purchased the receivables.

Our risks with respect to receivables we service include commercial disputes regarding such receivables and no greater than 5 % of sold and outstanding receivables in the event of customer insolvency.

In the six months ended December 31, 2025, under this program, we sold $ 57.4 million of receivables and incurred discount fees of $ 0.4 million, recorded in Non-operating income (expense), net on our Condensed Consolidated Statements of Income.

Receivables sold under the RPA and subject to our servicing that remained outstanding and uncollected as of December 31, 2025 and June 30, 2025 were $ 19.6 million and $ 19.4 million, respectively.

We are required to remit amounts collected as a servicer under the RPA’s timely to the financial institution that purchased the receivables.

Our risks with respect to receivables we service include commercial disputes regarding such receivables and, under one of the RPA’s, no greater than 5 % of sold and outstanding receivables in the event of customer insolvency.

In the nine months ended March 31, 2026, under the RPA’s, we sold $ 100.1 million of receivables and incurred discount fees of $ 0.7 million, recorded in Non-operating income (expense), net on our Condensed Consolidated Statements of Income.

Receivables sold under the RPA and subject to our servicing that remained outstanding and uncollected as of March 31, 2026 and June 30, 2025 were $ 35.6 million and $ 19.4 million, respectively.

Of the $ 35.6 million outstanding and uncollected at March 31, 2026, $ 22.0 million is subject to the 5 % customer insolvency provision.

In fiscal year 2024, we recorded an allowance for credit losses of $ 2.0 million related to a customer, not in bankruptcy, but the allowance was deemed necessary in consideration of the expected timing of payments and risk of default.

1 unchanged sentence

The amount expected to be collected after twelve months is included in Other Assets, net on the Condensed Consolidated Balance Sheet.

At December 31, 2025, the noncurrent receivable associated with this customer in Other Assets, net of allowance for expected credit losses, totaled $ 2.4 million.

The current portion of receivables from this customer is $ 1.8 million at December 31, 2025.

At March 31, 2026, the noncurrent receivable associated with this customer in Other Assets, net of allowance for expected credit losses, totaled $ 2.4 million.

The current portion of receivables from this customer is $ 1.7 million at March 31, 2026.

In limited circumstances, our China operation may receive banker’s acceptance drafts from customers as payment on account.

2 unchanged sentences

the scheduled maturity date.

There are no drafts outstanding at December 31, 2025 and June 30, 2025.

There are no drafts outstanding at March 31, 2026 and June 30, 2025.

Drafts received and outstanding would be reflected in Receivables on the Condensed Consolidated Balance Sheets until the banker’s drafts are sold at a discount, transferred in settlement of current accounts payable, or cash is received at maturity.

Banker’s acceptance drafts sold at a discount or transferred in settlement of current accounts payable during the six months ended December 31, 2025 were $ 24.6 million.

No banker’s acceptance drafts were sold at a discount or transferred in settlement of current accounts payable during the six months ended December 31, 2024.

Banker’s acceptance drafts sold at a discount or transferred in settlement of current accounts payable during the nine months ended March 31, 2026 and 2025 were $ 35.6 million and $ 0.1 million.

Property, Equipment, and Depreciation

6 unchanged sentences

Components of Non-operating income (expense), net:

Three Months Ended Six Months Ended

December 31 December 31

Three Months Ended Nine Months Ended

March 31 March 31

(Amounts in Thousands) 2026 2025 2026 2025

15 unchanged sentences

The legislation has multiple effective dates, with certain provisions effective in fiscal year 2026 and others implemented through fiscal year 2028.

The impact from this legislation has resulted in a partial release of the valuation allowance against the business interest limitation deferred tax asset in the six months ended December 31, 2025.

The impact from this legislation has resulted in a partial release of the valuation allowance against the business interest limitation deferred tax asset in the nine months ended March 31, 2026.

The Company will continue to monitor and assess future impacts from the 2025 U.S.

19 unchanged sentences

Early adoption is permitted as of the beginning of an annual reporting period, and the guidance can be applied prospectively, retrospectively, or on a modified transition approach.

We are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements.

We intend to early adopt this guidance prospectively, effective July 1, 2026, and are currently evaluating the impact of the adoption of this guidance on our consolidated financial statements.

In November 2024, the FASB issued guidance on Expense Disaggregation Disclosures, requiring more disclosure about the types of expenses presented in our expense captions.

10 unchanged sentences

Prior periods have been recast to conform to current period presentation.

The following table disaggregates our revenue by end market vertical for the three and six months ended December 31, 2025 and 2024.

Three Months Ended Six Months Ended

December 31 December 31

The following table disaggregates our revenue by end market vertical for the three and nine months ended March 31, 2026 and 2025.

Three Months Ended Nine Months Ended

March 31 March 31

(Amounts in Millions) 2026 2025 2026 2025

6 unchanged sentences

Total net sales $ 352.9 $ 374.6 $ 1,059.8 $ 1,106.3

(1) For the three and six months ended December 31, 2024, $ 6.5 million and $ 13.1 million of the industrial net sales were previously categorized as automotive.

For both the three months ended December 31, 2025 and 2024, approximately 99 % of our net sales were recognized over time as manufacturing services were performed under a customer contract on a product with no alternative use and we have an enforceable right to payment for performance completed to date.

For the six months ended December 31, 2025 and 2024, approximately 99 % and 98 % of our net sales were recognized over time.

(1) For the three and nine months ended March 31, 2025, $ 7.5 million and $ 20.6 million of the industrial net sales were previously categorized as automotive.

For the three months ended March 31, 2026 and 2025, approximately 99 % and 98 % of our net sales were recognized over time as manufacturing services were performed under a customer contract on a product with no alternative use and we have an enforceable right to payment for performance completed to date.

For the nine months ended March 31, 2026 and 2025, approximately 99 % and 98 % of our net sales were recognized over time.

The remaining sales revenues were recognized at a point in time when the customer obtained control of the products.

1 unchanged sentence

Contract assets on the Condensed Consolidated Balance Sheets relate to unbilled accounts receivable and occur when revenue is recognized over time as manufacturing services are provided and the billing to the customer has not yet occurred as of the balance sheet date, which are generally transferred to receivables in the next fiscal quarter due to the short-term nature of the manufacturing cycle.

Contract assets were $ 79.5 million and $ 71.8 million as of December 31, 2025 and June 30, 2025, respectively.

Contract assets were $ 75.7 million and $ 71.8 million as of March 31, 2026 and June 30, 2025, respectively.

The Company may receive payments from customers in advance of the satisfaction of performance obligations primarily for material price variances, inventory purchases, tooling, or other miscellaneous services or costs.

These payments are recognized as contract liabilities until the performance obligations are completed and are included in Advances from customers, if inventory related, and Accrued expenses, if not inventory related, on the Condensed Consolidated Balance Sheets , which amounted to $ 34.1 million and $ 41.5 million as of December 31, 2025 and June 30, 2025, respectively.

These payments are recognized as contract liabilities until the performance obligations are completed and are included in Advances from customers, if inventory related, and Accrued expenses, if not inventory related, on the Condensed Consolidated Balance Sheets , which amounted to $ 29.5 million and $ 41.5 million as of March 31, 2026 and June 30, 2025, respectively.

Other than deposits associated with inventory purchases classified as long term, our performance obligations are short term in nature and therefore our contract liabilities are all expected to be settled within twelve months.

See Note 5 - Inventories for further discussion.

Following approval by our Board of Directors, on July 31, 2024, we entered into a definitive agreement and closed on the sale of 100% of the equity interests in GES to Averna Test Systems, Inc., resulting in cash proceeds after costs to sell of $ 18.5 million.

The following table summarizes net sales and income (loss) before taxes on income for the disposal group:

Three Months Ended Six Months Ended

December 31 December 31

Three Months Ended Nine Months Ended

March 31 March 31

(Amounts in Thousands) 2026 2025 2026 2025

3 unchanged sentences

(1) Amounts Include gain (loss) on sale adjustments following the close of the sale on July 31, 2024:

$( 0.4 ) million in the three and six months periods ended December 31, 2025 and $ 1.3 million for the six months ended December 31, 2024.

The six months ended December 31, 2024 also includes allocated corporate overhead expenses.

$( 0.4 ) million and $ 1.3 million for the nine months ended March 31, 2026 and 2025.

The nine months ended March 31, 2025 also includes allocated corporate overhead expenses.

Restructuring Activities

In the three and six months ended December 31, 2025, we continued our restructuring efforts to align our cost structure with reduced end market demand levels, including resizing our workforce and taking specific cost actions, and recorded restructuring expense of $ 1.6 million and $ 1.9 million, respectively, which were primarily employee-related costs.

The cumulative amount incurred since inception of these efforts beginning in fiscal year 2024 through December 31, 2025 was $ 10.0 million.

As we are seeing additional end market demand pressures, and as we monitor the progression of tariffs, reciprocal tariffs, and the geopolitical economic environment broadly, we expect to incur additional restructuring costs over the course of the fiscal year and beyond as necessary.

In the three and nine months ended March 31, 2026, we continued our restructuring efforts to align our cost structure with reduced end market demand levels, including resizing our workforce and taking specific cost actions, and recorded restructuring expense of $ 0.7 million and $ 2.6 million, respectively, which were primarily employee-related costs.

The cumulative amount incurred since inception of these efforts beginning in fiscal year 2024 through March 31, 2026 was $ 10.7 million.

As we are seeing additional end market demand pressures, and as we monitor the progression of tariffs, reciprocal tariffs, and the geopolitical economic environment broadly, we expect to incur $ 1.5 million to $ 3.0 million of additional restructuring costs through fiscal year 2027.

Additionally, on November 4, 2024, the Company announced that its Board of Directors has approved a plan to cease operations at our Tampa facility (“Tampa Closure Plan”).

1 unchanged sentence

These costs are predominantly cash expenditures.

We recorded restructuring expense of $ 0.3 million and $ 1.3 million, respectively, in the three and six months ended December 31, 2025 for the Tampa Closure Plan.

The cumulative amount incurred since inception of the Tampa Closure Plan during fiscal year 2025 through December 31, 2025 was $ 6.6 million.

The restructuring charges are considered substantially complete at December 31, 2025.

We recorded restructuring expense of $ 0.2 million and $ 1.5 million, respectively, in the three and nine months ended March 31, 2026 for the Tampa Closure Plan.

The cumulative amount incurred since inception of the Tampa Closure Plan during fiscal year 2025 through March 31, 2026 was $ 6.8 million.

The restructuring charges are considered substantially complete at March 31, 2026.

We do not expect significant additional restructuring charges relating to these previously announced restructuring efforts.

7 unchanged sentences

Non-cash activity — — —

Balance at December 31, 2025

Balance at March 31, 2026

As Tampa’s operations ceased in the fourth quarter of fiscal year 2025, their land, building, and certain equipment meet the criteria to be classified as Assets Held for Sale.

The total carrying value of Assets Held for Sale at December 31, 2025 of $ 6.6 million includes land of $ 5.1 million and buildings of $ 1.5 million.

We expect the Assets Held for Sale to be disposed of in fiscal year 2026.

We anticipate the proceeds will exceed the combined amount of the total expected restructuring costs and the carrying value of the Assets Held for Sale, and as such no impairment was recorded.

The total carrying value of Assets Held for Sale at March 31, 2026 of $ 6.6 million includes land of $ 5.1 million and buildings of $ 1.5 million.

Subsequent to March 31, 2026, the Company completed the sale of the Tampa land and buildings on April 22, 2026 .

The proceeds from the transaction of $ 22 million were consistent with our previously communicated expectations, exceeding the total expected Tampa restructuring costs and the carrying value of the Assets Held for Sale.

Inventories were valued using the lower of first-in, first-out (“FIFO”) cost and net realizable value.

Inventory components were as follows:

(Amounts in Thousands) December 31, 2025 June 30, 2025

(Amounts in Thousands) March 31, 2026 June 30, 2025

Finished products $ 399 $ 111

2 unchanged sentences

Total inventory $ 273,251 $ 273,500

Additionally, as of December 31 and June 30, 2025, we have raw materials inventory totaling $ 38.0 million and $ 39.4 million, respectively, classified as long-term included in Other Assets, net in our Condensed Consolidated Balance Sheets.

A majority of this inventory is associated with a customer who is remediating a recall and we do not expect the inventory to be consumed within the next twelve months.

The remaining inventory classified as long term is primarily related to other excess raw materials inventory we do not expect to consume or sell within twelve months.

For a majority of these, we have arrangements with our customers to pay us carrying costs.

As of December 31, 2025 and June 30, 2025, we have received deposits for long-term inventory totaling $ 23.6 million and $ 27.0 million, respectively, which is included in Other long-term liabilities in our Condensed Consolidated Balance Sheets.

Additionally, as of March 31, 2026 and June 30, 2025, we have raw materials inventory totaling $ 52.7 million and $ 39.4 million, respectively, classified as long-term included in Other Assets, net in our Condensed Consolidated Balance Sheets.

Inventory classified as long term is raw materials inventory we do not expect to consume or sell within twelve months.

As of March 31, 2026 and June 30, 2025, we have received deposits for long-term inventory totaling $ 31.2 million and $ 27.0 million, respectively, which is included in Other long-term liabilities in our Condensed Consolidated Balance Sheets.

For inventory classified as long-term where we have not received a deposit, we often have arrangements with our customers to pay us carrying costs.

Accumulated Other Comprehensive Income (Loss)

During the six months ended December 31, 2025 and 2024, the changes in the balances of each component of Accumulated Other Comprehensive Income (Loss), net of tax, were as follows:

During the nine months ended March 31, 2026 and 2025, the changes in the balances of each component of Accumulated Other Comprehensive Income (Loss), net of tax, were as follows:

Accumulated Other Comprehensive Income (Loss)

6 unchanged sentences

Net current-period other comprehensive income (loss) ( 3,989 ) ( 855 ) 37 ( 4,807 )

Balance at December 31, 2025

Balance at March 31, 2026

$ ( 1,726 ) $ ( 1,116 ) $ ( 902 ) $ ( 3,744 )

4 unchanged sentences

Net current-period other comprehensive income (loss) 1,721 365 425 2,511

Balance at December 31, 2024

Balance at March 31, 2025

$ ( 12,539 ) $ ( 2,030 ) $ ( 727 ) $ ( 15,296 )

The following reclassifications were made from Accumulated Other Comprehensive Income (Loss) to the Condensed Consolidated Statements of Income:

Reclassifications from Accumulated Other Comprehensive Income (Loss) Three Months Ended Six Months Ended Affected Line Item in the Condensed Consolidated Statements of Income

December 31 December 31

Reclassifications from Accumulated Other Comprehensive Income (Loss) Three Months Ended Nine Months Ended Affected Line Item in the Condensed Consolidated Statements of Income

March 31 March 31

(Amounts in Thousands) 2026 2025 2026 2025

17 unchanged sentences

Management refines the warranty liability regularly based on changes in historical cost trends and in certain cases where specific warranty issues become known.

This product warranty liability and expense were immaterial as of and during the six months ended December 31, 2025 and 2024, respectively.

This product warranty liability and expense were immaterial as of and during the nine months ended March 31, 2026 and 2025, respectively.

Credit Facilities

2 unchanged sentences

(Amounts in Millions, in U.S.

Dollar Equivalents) December 31, 2025 December 31, 2025 June 30, 2025

Dollar Equivalents) March 31, 2026 March 31, 2026 June 30, 2025

Primary credit facility, revolving (1)

21 unchanged sentences

Types of borrowings available on the restated primary credit facility include term loans, revolving loans, multi-currency term loans, and swingline loans.

At December 31, 2025, the Company had $ 55.0 million Term Benchmark and $ 3.5 million ABR, both denominated in U.S.

At March 31, 2026, the Company had $ 63.0 million Term Benchmark and $ 5.7 million ABR, both denominated in U.S.

dollars, outstanding borrowings under the primary credit facility.

15 unchanged sentences

• an interest coverage ratio, defined as that ratio of consolidated EBITDA for such period to cash interest expense for such period, for any period of four consecutive fiscal quarters, to not be less than 3.5 to 1.0.

We were in compliance with the financial covenants of the primary credit facility as of December 31, 2025.

The Company had $ 0.4 million in letters of credit contingently committed against the primary credit facility at both December 31, 2025 and June 30, 2025.

We were in compliance with the financial covenants of the primary credit facility as of March 31, 2026.

The Company had $ 0.4 million in letters of credit contingently committed against the primary credit facility at both March 31, 2026 and June 30, 2025.

Subsequent to March 31, 2026, the Company entered into an amended and restated credit agreement on April 30, 2026 to its existing primary credit facility.

This amendment and restatement (1) changes the maturity date of the revolving credit borrowings from May 4, 2027 to April 30, 2031;

(2) modifies the financial covenant ratio of consolidated total indebtedness to consider an indebtedness reduction of global unrestricted cash not to exceed $ 25 million, where it previously considered an indebtedness reduction of unencumbered U.S.

cash on hand in the United States in excess of $ 15 million;

and (3) defines the limitations for a supply chain financing program.

The following terms remained largely unchanged in this amendment and restatement including (1) the borrowing capacity for revolving borrowings remains at $ 300 million, with the option to increase to $ 450 million upon request subject to the consent of the lenders;

(2) the interest rate spreads for the respective borrowing classes;

(3) the term loan borrowings;

and (4) excluding the previously noted modification, the financial covenants, including the material permitted acquisition exception.

(2) The Company also maintains foreign credit facilities for working capital and general corporate purposes at specific foreign locations rather than utilizing funding from intercompany sources.

1 unchanged sentence

Interest on borrowing under these facilities is charged at a rate as defined under the respective foreign credit facility.

During the current fiscal year, the Company entered into a foreign credit facility for its operation in China, which allows for borrowings up to 50 million RMB (approximately $ 7.1 million at December 31, 2025 exchange rates).

(3) The amount of long-term debt under credit facilities, less current maturities, reflects the revolving borrowings on the primary credit facility that the Company intends, and has the ability, to refinance for a period longer than twelve months in addition to the long-term portion of the term borrowings.

The revolving borrowings on the primary credit facility mature on May 4, 2027.

As of December 31, 2025, the contractual maturities of the term borrowings on the primary credit facility were as follows:

As of March 31, 2026, the contractual maturities of the term borrowings on the primary credit facility were as follows:

(Amounts in Millions) Contractual Maturities

2 unchanged sentences

Total $ 93.75

The weighted-average interest rate on borrowings outstanding under the credit facilities at December 31, 2025 and June 30, 2025 were 5.2 % and 5.9 %, respectively.

The weighted-average interest rate on borrowings outstanding under the credit facilities at March 31, 2026 and June 30, 2025 were 5.1 % and 5.9 %, respectively.

The Company categorizes assets and liabilities measured at fair value into three levels based upon the assumptions (inputs) used to price the assets or liabilities.

5 unchanged sentences

Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

There were no changes in the inputs or valuation techniques used to measure fair values during the six months ended December 31, 2025.

There were no changes in the inputs or valuation techniques used to measure fair values during the nine months ended March 31, 2026.

For more information on inputs and fair valuation techniques used, refer to our Annual Report on Form 10-K for the year ended June 30, 2025.

Recurring Fair Value Measurements:

As of December 31, 2025 and June 30, 2025, the fair values of financial assets and liabilities that are measured at fair value on a recurring basis using the market approach are categorized as follows:

December 31, 2025

As of March 31, 2026 and June 30, 2025, the fair values of financial assets and liabilities that are measured at fair value on a recurring basis using the market approach are categorized as follows:

March 31, 2026

(Amounts in Thousands) Level 1 Level 2 Total

13 unchanged sentences

Total liabilities at fair value $ — $ 1,910 $ 1,910

We had no level 3 assets or liabilities at December 31, 2025 and June 30, 2025, or any activity in Level 3 assets or liabilities during the six months ended December 31, 2025.

We had no level 3 assets or liabilities at March 31, 2026 and June 30, 2025, or any activity in Level 3 assets or liabilities during the nine months ended March 31, 2026.

The nonqualified supplemental employee retirement plan (“SERP”) assets consist primarily of equity funds, balanced funds, bond funds, and a money market fund.

3 unchanged sentences

Financial instruments that are not reflected in the Condensed Consolidated Balance Sheets at fair value that have carrying amounts which approximate fair value include notes receivable and borrowings under credit facilities.

There were no changes to the inputs and valuation techniques used to assess the fair value of these financial instruments during the six months ended December 31, 2025.

There were no changes to the inputs and valuation techniques used to assess the fair value of these financial instruments during the nine months ended March 31, 2026.

For more information on inputs and fair valuation techniques used, refer to our Annual Report on Form 10-K for the year ended June 30, 2025.

9 unchanged sentences

Non-designated foreign exchange contracts are also used to hedge against foreign currency exchange rate risks related to intercompany balances and other balance sheet positions denominated in currencies other than the functional currencies.

As of December 31, 2025, we had outstanding foreign exchange contracts to hedge currencies against the U.S.

As of March 31, 2026, we had outstanding foreign exchange contracts to hedge currencies against the U.S.

dollar in the aggregate notional amount of $ 0.8 million and to hedge currencies against the Euro in the aggregate notional amount of 40.7 million Euro.

6 unchanged sentences

The gain or loss associated with derivative instruments that are not designated as hedging instruments or that cease to meet the criteria for hedging under FASB guidance is reported immediately in Non-operating income (expense), net on the Condensed Consolidated Statements of Income.

Based on fair values as of December 31, 2025, we estimate that approximately $ 1.8 million of pre-tax derivative gain deferred in Accumulated Other Comprehensive Loss will be reclassified into earnings, along with the earnings effects of related forecasted transactions, within the next 12 months.

Based on fair values as of March 31, 2026, we estimate that approximately $ 0.1 million of pre-tax derivative gain deferred in Accumulated Other Comprehensive Loss will be reclassified into earnings, along with the earnings effects of related forecasted transactions, within the next 12 months.

Gains on foreign exchange contracts are generally offset by losses in operating income in the income statement when the underlying hedged transaction is recognized in earnings.

Because gains or losses on foreign exchange contracts fluctuate partially based on currency spot rates, the future effect on earnings of the cash flow hedges alone is not determinable, but in conjunction with the underlying hedged transactions, the result is expected to be a decline in currency risk.

The maximum length of time we had hedged our exposure to the variability in future cash flows was 12 months as of both December 31, 2025 and June 30, 2025.

The maximum length of time we had hedged our exposure to the variability in future cash flows was 12 months as of both March 31, 2026 and June 30, 2025.

See Note 9 - Fair Value for further information regarding the fair value of derivative assets and liabilities and Note 6 - Accumulated Other Comprehensive Income (Loss) for the changes in deferred derivative gains and losses.

3 unchanged sentences

Fair Value As of Fair Value As of

(Amounts in Thousands) Balance Sheet Location December 31,

(Amounts in Thousands) Balance Sheet Location March 31,

2026 June 30,

2025 Balance Sheet Location December 31,

2025 Balance Sheet Location March 31,

2026 June 30,

5 unchanged sentences

The Effect of Derivative Instruments on Other Comprehensive Income (Loss)

Three Months Ended Six Months Ended

December 31 December 31

Three Months Ended Nine Months Ended

March 31 March 31

(Amounts in Thousands) 2026 2025 2026 2025

2 unchanged sentences

The Effect of Derivative Instruments on Condensed Consolidated Statements of Income

Three Months Ended Six Months Ended

(Amounts in Thousands) December 31 December 31

Three Months Ended Nine Months Ended

(Amounts in Thousands) March 31 March 31

Derivatives in Cash Flow Hedging Relationships Location of Gain or (Loss) 2026 2025 2026 2025

10 unchanged sentences

The Company may also provide a discretionary contribution, to be authorized and determined annually by the Talent, Culture, and Compensation Committee of the Company’s Board of Directors.

Total expense related to employer contributions to the domestic retirement plans was $ 1.0 million for both the six months ended December 31, 2025 and December 31, 2024, respectively.

Total expense related to employer contributions to the domestic retirement plans was $ 1.5 million and $ 1.6 million for the nine months ended March 31, 2026 and March 31, 2025, respectively.

The Company also maintains a supplemental employee retirement plan (“SERP”) for executives and other key employees which enables them to defer cash compensation on a pre-tax basis and restore amounts that would otherwise be payable under our tax-qualified retirement plans if the IRS did not have limits on includable compensation and maximum benefits.

1 unchanged sentence

We recognize SERP investment assets on the balance sheet at current fair value.

A SERP liability of the same amount is recorded on the balance sheet representing an obligation to distribute SERP funds to participants.

As of December 31, 2025, both total investments and obligations under SERP were $ 4.4 million, of which $ 0.6 million were short term and $ 3.8 million were long term.

A SERP liability of the same

amount is recorded on the balance sheet representing an obligation to distribute SERP funds to participants.

As of March 31, 2026, both total investments and obligations under SERP were $ 3.9 million, of which $ 0.4 million were short term and $ 3.5 million were long term.

As of June 30, 2025, both total investments and obligations under SERP were $ 4.1 million, of which $ 0.5 million were short term and $ 3.6 million were long term.

The SERP investment assets are classified as trading, and accordingly, realized and unrealized gains and losses are recognized in the Other Income (Expense) category on our Condensed Consolidated Statements of Income.

Adjustments made to revalue the SERP liability are also recognized in

income as selling and administrative expenses and offset valuation adjustments on SERP investment assets.

The change in net unrealized holding (losses) gains for the six months ended December 31, 2025 and 2024 was approximately $ 0.3 million and $ 0.1 million, respectively.

Adjustments made to revalue the SERP liability are also recognized in income as selling and administrative expenses and offset valuation adjustments on SERP investment assets.

The change in net unrealized holding (losses) gains for the nine months ended March 31, 2026 and 2025 was approximately $( 0.1 ) million and $( 0.4 ) million, respectively.

Defined Benefit Postemployment Plan:

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Benefits are paid using available cash on hand when eligible employees meet plan qualifications for payment.

As of December 31, 2025, total obligations under these plans were $ 9.0 million of which $ 8.0 million were long term and $ 1.0 million were short term.

As of March 31, 2026, total obligations under these plans were $ 9.1 million of which $ 8.1 million were long term and $ 1.0 million were short term.

As of June 30, 2025, total obligations under these plans were $ 8.2 million of which $ 7.3 million were long term and $ 0.9 million were short term.

Net periodic benefit costs were not material for the six months ended December 31, 2025 and 2024.

Net periodic benefit costs were not material for the nine months ended March 31, 2026 and 2025.

Stock Compensation Plans

8 unchanged sentences

For more information on the 2023 Plan and the Deferral Plan, refer to our Annual Report on Form 10-K for the year ended June 30, 2025.

During the first six months of fiscal year 2026, the following stock compensation was granted under the 2023 Plan and the Deferral Plan.

During the first nine months of fiscal year 2026, the following stock compensation was granted under the 2023 Plan and the Deferral Plan.

Stock Compensation Granted Quarter Granted Shares/Units Grant Date Fair Value (6)

34 unchanged sentences

The Company determines if a contract is or contains a lease at inception.

The lease assets and liabilities, which exclude leases with terms of 12 months or less, as of December 31, 2025 and June 30, 2025, were as follows:

(Amounts in Thousands) December 31,

The lease assets and liabilities, which exclude leases with terms of 12 months or less, as of March 31, 2026 and June 30, 2025, were as follows:

(Amounts in Thousands) March 31,

2026 June 30,

2 unchanged sentences

Operating lease liability, noncurrent (included in Other long-term liabilities) $ 14,793 $ 11,386

During the three months ended December 31, 2025, the Company received the $ 4.6 million tenant allowance associated with the Indiana manufacturing facility lease, which increased the operating lease liability as of December 31, 2025.

Share Owners’ Equity

2 unchanged sentences

The Plan has no expiration date but may be suspended or discontinued at any time.

During the six months ended December 31, 2025 and 2024, the Company repurchased $ 5.8 million and $ 5.9 million, respectively, of common stock under the Plan at an average price of $ 29.08 per share and $ 18.60 per share, respectively, which was recorded in Treasury stock, at cost in the Consolidated Balance Sheets.

During the nine months ended March 31, 2026 and 2025, the Company repurchased $ 9.8 million and $ 8.9 million, respectively, of common stock under the Plan at an average price of $ 26.87 per share and $ 18.10 per share, respectively, which was recorded in Treasury stock, at cost in the Consolidated Balance Sheets.

Since the inception of the Plan, the Company has repurchased $ 113.5 million of common stock at an average cost of $ 16.28 per share.

1 unchanged sentence

Basic and diluted earnings per share were calculated as follows under the two-class method:

Three Months Ended Six Months Ended

December 31 December 31

Three Months Ended Nine Months Ended

March 31 March 31

(Amounts in thousands, except per share data) 2026 2025 2026 2025

15 unchanged sentences

These decisions may include capital expenditures and/or acquisitions.

Expenditures for long-lived assets for the six months ended December 31, 2025 and 2024 $ 28.7 million and $ 20.0 million, respectively.

Expenditures for long-lived assets for the nine months ended March 31, 2026 and 2025 were $ 43.2 million and $ 24.0 million, respectively.

The measure of segment assets is reported on the Consolidated Balance Sheet as Total Assets;

2 unchanged sentences

The following table presents significant operations segment net sales and expenses:

Three Months Ended Six Months Ended

December 31 December 31

Three Months Ended Nine Months Ended

March 31 March 31

(Amounts in Thousands) 2026 2025 2026 2025

9 unchanged sentences

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