What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-25 compared with 2025-02-26 · 249 added, 249 removed, 1281 unchanged (28% of the section changed)

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Based on the Company’s evaluation under such framework, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025.

During 2024, the Company completed the acquisitions of RedViking, Inrotech and Vanair (“Acquisitions”).

The Company is currently integrating the Acquisitions into its operations, compliance programs and internal control processes.

As permitted by guidance issued by the Securities and Exchanges Commission, the Company has excluded these acquisitions from management's evaluation of internal controls over financial reporting as of December 31, 2024.

These acquisitions constituted approximately 8% of the Company’s total assets (inclusive of acquired intangible assets and goodwill) as of December 31, 2024 and 2.5% of the Company’s net sales for the fiscal year ended December 31, 2024.

During 2025, the Company completed the acquisition of Alloy Steel Australia (Int) Pty Ltd.

(“Alloy Steel”).

The Company is currently integrating Alloy Steel into its operations, compliance programs and internal control processes.

As permitted by guidance issued by the SEC, the Company has excluded Alloy Steel from management's evaluation of internal controls over financial reporting as of December 31, 2025.

Alloy Steel constituted approximately 4% of the Company’s total assets (inclusive of acquired intangible assets and goodwill) as of December 31, 2025 and 0.4% of the Company’s net sales for the fiscal year ended December 31, 2025.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which is included elsewhere in this Annual Report on Form 10-K.

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Schedule II – Valuation and Qualifying Accounts

All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange.

All other schedules for which provision is made in the applicable accounting regulation of the SEC.

Commission are not required under the related instructions or are inapplicable, and therefore, have been omitted.

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0-1402, and incorporated herein by reference and made a part hereof).

The Lincoln Electric Company Employee Savings Plan As Amended and Restated Effective January 1, 2025 (filed herewith).

The Lincoln Electric Company Employee Savings Plan As Amended and Restated Effective January 1, 2025 (filed as Exhibit 10.12 to Form 10-K of Lincoln Electric Holdings, Inc.

for the year ended December 31, 2024, SEC File No.

0-1402, and incorporated herein by reference and made a part hereof).

Form of Change in Control Severance Agreement (as entered into by the Company and its executive officers) (filed as Exhibit 10.1 to Form 8-K of Lincoln Electric Holdings, Inc.

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0-1402, and incorporated herein by reference and made a part hereof).

Lincoln Electric Holdings, Inc.

Executive Severance Plan (filed as Exhibit 10.1 to Form 8-K of Lincoln Electric Holdings, Inc.

filed on October 20, 2025, SEC File No.

0-1402, and incorporated herein by reference and made a part hereof).

2006 Equity and Performance Incentive Plan (Restated as of March 3, 2011) (filed as Annex A to Lincoln Electric Holdings, Inc.

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0-1402, and incorporated herein by reference and made a part hereof).

Form of Restricted Stock Unit Agreement for Non-Employee Directors under 2023 Stock Plan for Non-Employee Directors (filed as Exhibit 10.1 to Form 10-Q of Lincoln Electric Holdings, Inc.

for the quarter ended June 30, 2023, SEC File No.

0-1402, and incorporated herein by reference and made a part hereof).

Form of Restricted Stock Unit Agreement for Non-Employee Directors under 2023 Stock Plan for Non-Employee Directors (filed as Exhibit 10.24 to Form 10-K of Lincoln Electric Holdings, Inc.

1 unchanged sentence

0-1402, and incorporated herein by reference and made a part hereof).

Form of Stock Option Agreement for Executive Officers (filed as Exhibit 10.27 to Form 10-K of Lincoln Electric Holdings, Inc.

for the year ended December 31, 2017, SEC File No.

0-1402, and incorporated herein by reference and made a part hereof).

Form of Stock Option Agreement for Executive Officers (filed as Exhibit 10.28 to Form 10-K of Lincoln Electric Holdings, Inc.

for the year ended December 31, 2017, SEC File No.

0-1402, and incorporated herein by reference and made a part hereof).

Form of Stock Option Agreement for Executive Officers (filed as Exhibit 10.37 to Form 10-K of Lincoln Electric Holdings, Inc.

for the year ended December 31, 2018, SEC File No.

0-1402, and incorporated herein by reference and made a part hereof).

Form of Restricted Stock Unit Agreement for Non-Employee Directors under 2023 Stock Plan for Non-Employee Directors (filed herewith).

Form of Stock Option Agreement for Executive Officers (filed as Exhibit 10.38 to Form 10-K of Lincoln Electric Holdings, Inc.

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0-1402, and incorporated herein by reference and made part hereof).

Form of Stock Option Agreement for Executive Officers (filed as Exhibit 10.1 to Form 10-Q of Lincoln Electric Holdings, Inc.

for the quarter ended March 31, 2025, SEC File No.

0-1402, and incorporated herein by reference and made part hereof).

Form of Restricted Stock Unit Agreement for Executive Officers (filed as Exhibit 10.33 to Form 10-K of Lincoln Electric Holdings, Inc.

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0-1402, and incorporated herein by reference and made a part hereof).

Form of Restricted Stock Unit Agreement for Executive Officers (filed as Exhibit 10.3 to Form 10-Q of Lincoln Electric Holdings, Inc.

for the quarter ended March 31, 2023, SEC File No.

0-1402, and incorporated herein by reference and made a part hereof).

Form of Restricted Stock Unit Agreement for Executive Officers under 2023 Equity and Incentive Compensation Plan (filed as Exhibit 10.3 to Form 10-Q of Lincoln Electric Holdings, Inc.

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0-1402, and incorporated herein by reference and made part hereof).

Form of Performance Share Award Agreement for Executive Officers (filed as Exhibit 10.3 to Form 10-Q of Lincoln Electric Holdings, Inc., for the quarter ended March 31, 2021, SEC File No.

0-1402, and incorporated herein by reference and made a part hereof).

Form of Restricted Stock Unit Agreement for Executive Officers (filed as Exhibit 10.2 to Form 10-Q of Lincoln Electric Holdings, Inc.

for the quarter ended March 31, 2025, SEC File No.

0-1402, and incorporated herein by reference and made part hereof).

Form of Performance Share Award Agreement for Executive Officers (filed as Exhibit 10.3 to Form 10-Q of Lincoln Electric Holdings, Inc., for the quarter ended March 31, 2022, SEC File No.

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0-1402, and incorporated herein by reference and made part hereof).

Form of Performance Share Award Agreement for Executive Officers (filed as Exhibit 10.3 to Form 10-Q of Lincoln Electric Holdings, Inc.

for the quarter ended March 31, 2025, SEC File No.

0-1402, and incorporated herein by reference and made part hereof).

Form of Officer Indemnification Agreement (effective February 23, 2012) (filed as Exhibit 10.1 to Form 8-K of Lincoln Electric Holdings, Inc.

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Lincoln Electric Holdings, Inc.

Securities Trading Policy for Covered Persons (Effective July 17, 2024) (filed herewith).

Securities Trading Policy for Covered Persons (Effective July 17, 2024) (filed as Exhibit 19 to Form 10-K of Lincoln Electric Holdings, Inc.

for the year ended December 31, 2024, SEC File No.

0-1402, and incorporated herein by reference and made a part hereof).

Subsidiaries of the Registrant (filed herewith).

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Gabriel Bruno,

Chair, President and Chief Executive Officer

Chairman and Chief Executive Officer

Executive Vice President, Chief Financial Officer and

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Attorney-in-Fact for

Joy Falotico, Director

Fetch, Director

Goris, Director

February 25, 2026

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Attorney-in-Fact for

Goris, Director

Hilton, Director

Howze, Director

February 25, 2026

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Attorney-in-Fact for

Howze, Director

Kathryn Jo Lincoln, Director

Walker, Director

February 25, 2026

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February 25, 2026

Gabriel Bruno as

Attorney-in-Fact for

Joy Falotico, Director

February 26, 2025

Report of Independent Registered Public Accounting Firm

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The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates.

Purchase price allocation related to the acquisition of Superior Controls, LLC (“RedViking”)

Goodwill impairment evaluation – Reporting unit subject to quantitative assessment

Description of the Matter

As disclosed in Note 4 to the consolidated financial statements, on April 1, 2024, the Company acquired 100% ownership of RedViking.

The purchase price, net of cash acquired, in connection with the acquisition was $108,844, of which a portion was allocated to goodwill.

The Company accounted for the acquisition as a business combination.

Auditing the Company’s purchase price allocation was complex due to the significant estimation required to determine the fair value of three of the identifiable intangible assets, which were a significant input in determining the amount of the total purchase price allocated to goodwill.

These fair value estimates were sensitive to certain significant assumptions, specifically the revenue growth rates and discount rates.

Elements of these significant assumptions are forward-looking and could be affected by future market or economic conditions.

As disclosed in Note 5 to the consolidated financial statements, at December 31, 2025, the Company’s total goodwill was $887 million.

As disclosed in Note 1 to the consolidated financial statements, goodwill is tested for impairment in the fourth quarter using the same date each year or more frequently if changes in circumstances or the occurrence of events indicate potential impairment.

The Company first assesses qualitative factors to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount and whether it is necessary to perform a quantitative goodwill impairment test.

The quantitative test is only required if the Company concludes that it is more-likely-than-not that a reporting unit’s fair value is less than its carrying amount.

The Company may perform a quantitative test in instances where the more-likely-than-not threshold has not been met, including when general macroeconomic conditions, changes to the reporting unit or the passage of time warrants a refresh of the baseline used in a qualitative test.

The Company elected to perform a quantitative assessment for certain reporting units during the fourth quarter of 2025.

The Company determined that the fair value of the reporting units were in excess of their carrying values.

Auditing the annual goodwill impairment test for a certain reporting unit under the quantitative assessment was complex due to the estimation required in determining the fair value of the reporting unit.

In particular, the fair value estimate using the income approach was sensitive to the weighted average cost of capital.

Elements of the weighted average cost of capital are forward-looking and could be affected by future economic conditions.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of management’s controls over the Company’s purchase price allocation process.

For example, we tested controls over management’s review of the significant assumptions described above along with the completeness and accuracy of the data used in these fair value estimates.

To test the estimated fair value of the relevant identifiable intangible assets, we performed audit procedures that included, among others, assessing the fair value methodologies, testing the significant assumptions described above, and testing the completeness and accuracy of the underlying data used by the Company in its analysis.

As it pertains to the revenue growth rates, we compared the significant assumptions used by management to historical results of the acquired business, third party industry data and economic trends.

We involved valuation specialists to assist with our evaluation of the methodology applied and the reasonableness of certain assumptions selected by management, including, the discount rates used to value the relevant identifiable intangible assets.

Specifically, we evaluated the components of the discount rate assumptions used by performing an independent corroborative analysis with involvement of valuation specialists.

We performed sensitivity analyses of significant assumptions to evaluate any hypothetical changes in the fair values of the relevant identifiable intangible assets that would result from changes in the significant assumptions.

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment evaluation, including controls over the significant assumption mentioned above.

To test the estimated fair value used in the Company’s annual goodwill impairment test for the reporting unit, our audit procedures included, among others, assessing the valuation methodology, testing the weighted average cost of capital, and performing sensitivity analyses of underlying assumptions to evaluate their responsiveness to changes for significance.

We identified the weighted average cost of capital as a significant assumption.

We involved valuation specialists to assist with our evaluation of the methodology applied and the reasonableness of the weighted average cost of capital.

Specifically, we evaluated the components of the weighted average cost of capital assumptions used by performing an independent corroborative analysis with involvement of valuation specialists.

/s/ Ernst & Young LLP

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(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Superior Controls, LLC (“RedViking”), Inrotech A/S (“Inrotech”) and Vanair Manufacturing, LLC (“Vanair”), which are included in the 2024 consolidated financial statements of the Company and constituted approximately 8% of total assets as of December 31, 2024 and 2.5% of net sales for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of RedViking, Inrotech or Vanair.

(“Alloy Steel”) which is included in the 2025 consolidated financial statements of the Company and constituted approximately 4% of total assets as of December 31, 2025 and 0.4% of net sales for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Alloy Steel.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2025 consolidated financial statements of the Company and our report dated February 25, 2026 expressed an unqualified opinion thereon.

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Year Ended December 31,

Other comprehensive (loss) income, net of tax:

Other comprehensive income (loss), net of tax:

Unrealized gain on derivatives designated and qualifying as cash flow hedges

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Currency translation adjustment

Other comprehensive (loss) income:

Other comprehensive income (loss):

Comprehensive income

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Current Liabilities

Amounts due banks (Note 9)

Amounts due to banks (Note 9)

Trade accounts payable

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Changes in operating assets and liabilities, net of effects from acquisitions:

Decrease (increase) in accounts receivable

Decrease (increase) in inventories

(Increase) decrease in accounts receivable

(Increase) decrease in inventories

Increase in other current assets

(Decrease) increase in trade accounts payable

Increase (decrease) in other current liabilities

Increase (decrease) in trade accounts payable

(Decrease) increase in other current liabilities

Net change in other assets and liabilities

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Other financing activities

NET CASH (USED BY) PROVIDED BY FINANCING ACTIVITIES

NET CASH USED BY FINANCING ACTIVITIES

Effect of exchange rate changes on Cash and cash equivalents

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General Information

The Company is the world leader in the design, development and manufacture of arc welding products, automated joining, assembly and cutting systems, plasma and oxy-fuel cutting equipment.

The Company also has a leading global position in brazing and soldering alloys.

The Company’s products include arc welding, brazing and soldering filler metals (consumables), arc welding equipment, plasma and oxyfuel cutting systems, wire feeding systems, fume control equipment, welding accessories, specialty gas regulators, and education solutions;

as well as a comprehensive portfolio of automated solutions for joining, cutting, material handling, module assembly, and end of line testing.

In March 2022, in response to Russia’s invasion of Ukraine, the Company announced it was ceasing operations in Russia and implementing plans to support its Russian employees.

In May 2024, the Company disposed of its Russian entity and completed its exit from the Russian market.

As a result, $ 22,566 of cumulative translation adjustment previously recognized within Other comprehensive income (loss) was recorded to Rationalization and asset impairment charges on the Consolidated Statements of Income in the year ended December 31, 2024.

The Company is a high-performance industrial machinery and technology leader who helps customers manufacture and maintain vital equipment and infrastructure.

The Company’s innovative solutions enable higher quality and productivity across a variety of processes including welding, cutting, brazing, machining, process automation, and field repair.

The Company’s products include arc welding equipment, filler metals (welding, brazing and soldering consumables), cutting systems (laser, plasma and oxyfuel), wire feeding systems, fume control equipment, welding accessories, specialty gas regulators, mobile power equipment, wear solutions, software, and education solutions;

as well as a comprehensive portfolio of automated solutions and system integration services for joining, cutting, material handling, module assembly, and end of line testing.

Services include additive manufacturing, precision fabrication, wear services, upfitting, and training.

Solutions range in technology and features from basic units used for personal, maintenance and light manufacturing use to highly sophisticated robotic solutions for complex fabrication and production activities.

Translation of Foreign Currencies

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Translation adjustments are reflected as a component of Total equity.

For subsidiaries operating in highly inflationary economies, both historical and current exchange rates are used in translating balance sheet accounts and translation adjustments are included in Net income.

An economy is considered highly inflationary under generally accepted accounting principles in the United States (“GAAP”) if the cumulative inflation rate for a three-year period meets or exceeds 100 percent.

The Turkish economy exceeded the three-year cumulative inflation rate of 100 percent during the second quarter of 2022.

As a result, the financial statements of the Company’s Turkish operation are reported under highly inflationary accounting rules as of April 1, 2022.

Under highly inflationary accounting, the financial statements of the Company’s Turkish operation have been remeasured into the Company’s reporting currency (U.S.

Beginning April 1, 2022, the exchange gains and losses from the remeasurement of monetary assets and liabilities are reflected in current earnings, rather than “Accumulated other comprehensive loss” on the Consolidated Balance Sheet.

For the years ended December 31, 2024, 2023 and 2022, this impact was not significant to the Company’s results.

The translation of assets and liabilities originally denominated in foreign currencies into U.S.

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Refer to Note 16 for additional details.

Reserves are maintained for estimated obsolescence or excess inventory equal to the difference between the cost of inventory and the estimated net realizable value based upon historical usage, future demand and market conditions.

The reserve for excess and obsolete inventory was $ 31,072 and $ 31,881 at December 31, 2024 and 2023, respectively.

Long-lived Assets

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The quantitative test is only required if the Company concludes that it is more-likely-than-not that a reporting unit’s fair value is less than its carrying amount.

The Company may also perform a quantitative test in instances where the more-likely-than-not threshold has not been met, including when general macroeconomic conditions or changes to the reporting unit warrant a refresh of the baseline used in a qualitative test.

The Company may also perform a quantitative test in instances where the more-likely-than-not threshold has not been met, including when general macroeconomic conditions, changes to the reporting unit or the passage of time warrants a refresh of the baseline used in a qualitative test.

For quantitative testing, the Company compares the fair value of each reporting unit with its carrying amount.

If the carrying amount exceeds the fair

value, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit.

If the carrying amount exceeds the fair value, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit.

Fair values are determined using established business valuation techniques and models developed by the Company, estimates of market participant assumptions of future cash flows, future growth rates and discount rates to value estimated cash flows.

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Financial assets and liabilities, such as the Company’s defined benefit pension plan assets and derivative contracts, are valued at fair value using the market and income valuation approaches.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price).

Fair value is defined as the price that would be

received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price).

The following hierarchy is used to classify the inputs that measure fair value:

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Common stock issuable upon the exercise of employee stock options is excluded from the calculation of diluted earnings per share when the calculation of option equivalent shares is anti-dilutive.

Refer to Note 10 to the consolidated financial statements for additional details.

Refer to Note 10 for additional details.

Financial Instruments

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Net investment hedges

The Company has foreign currency forward contracts and zero-cost collar contracts that qualify and are designated as net investment hedges.

For derivative instruments that qualify as a net investment hedge, the effective portion of the fair value gains or losses are recognized in AOCI with offsetting amounts recorded as Other current assets, Other assets, Other current liabilities or Other liabilities depending on the position and the duration of the contract.

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The gains or losses on t hese contracts are recognized in Selling, general and administrative expenses, offsetting the losses or gains on the exposures being hedged.

Refer to Note 14 to the consolidated financial statements for additional details.

Refer to Note 14 for additional details.

Research and Development

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Acquired inventories are marked to fair value.

For certain items, the pre-acquisition carrying value is determined to be a reasonable approximation of fair value based on information available to the Company.

For certain items, the pre-

acquisition carrying value is determined to be a reasonable approximation of fair value based on information available to the Company.

Refer to Note 4 for additional details.

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The following section provides a description of new Accounting Standards Updates (“ASU”) issued by the Financial Accounting Standards Board ("FASB") that are applicable to the Company.

The following ASUs were adopted as of January 1, 2024 and did not have a significant financial impact on the Company’s consolidated financial statements unless otherwise described within the table below:

2023-07, Segment Reporting (Topic 280) , issued November 2023.

Requires enhanced disclosures about significant segment expenses, including significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), the title and position of the CODM, an amount for other segment items by reportable segment, and disclosures about segment profit or loss and assets on an annual and interim basis.

The amendments are effective for annual periods beginning January 1, 2024, and interim periods beginning January 1, 2025.

Refer to Note 6 for the impacts on the Company’s consolidated financial statements.

2023-01, Leases-Common Control Arrangements (Topic 842) , issued March 2023

Requires a lessee in a common-control arrangement to amortize leasehold improvements that it owns over the improvements’ useful life, regardless of the lease term.

The requirements of the ASU are effective January 1, 2024.

2022-04, Liabilities-Supplier Finance Programs (Subtopic 405-50) , issued September 2022.

Requires disclosure about a company’s supplier finance programs, including a period-over-period balance roll forward.

This requirement of the ASU is effective January 1, 2024 and should be applied prospectively.

Refer to Note 19.

The following ASU was adopted as of January 1, 2025 and did not have a significant financial impact on the Company’s consolidated financial statements unless otherwise described within the table below:

2023-09, Income Taxes (Topic 740) , issued December 2023.

Requires disclosure of specific categories in rate reconciliation and additional information for reconciling items that meet a quantitative threshold, additional information about income taxes paid, and disclosure of disaggregated income tax information.

The amendments are effective January 1, 2025.

Refer to Note 13 for the disclosure impacts.

The Company is currently evaluating the impact on its financial statements of the following ASUs:

2025-09, Derivatives and Hedging , issued November 2025

Updates hedge accounting guidance to better align with financial reporting with risk management activities.

The amendments are effective for annual periods beginning after December 15, 2026 and interim periods within those annual reporting periods.

Early adoption is permitted.

2025-06, Goodwill and Other – Internal-Use Software , issued September 2025

Updates requirements for capitalization of internal-use software costs.

The amendments are effective for annual periods beginning after December 15, 2027 and interim periods within those annual reporting periods.

Early adoption is permitted.

2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures , issued November 2024

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Early adoption is prohibited.

2023-06, Disclosure Improvements , issued October 2023

Requires amending certain disclosure and presentation requirements for a variety of topics within the ASC.

The effective date for each amended topic in the ASC is either the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or S-K becomes effective, or June 30, 2027, if the SEC has not removed the requirements by that date.

Early adoption is prohibited.

2023-09, Income Taxes (Topic 740) , issued December 2023.

The amendments are effective January 1, 2025 and early adoption is permitted.

NOTE 2 — REVENUE RECOGNITION

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Consumable sales consist of welding, brazing and soldering filler metals.

Equipment sales consist of arc welding equipment, welding accessories, wire feeding systems, fume control equipment, plasma and oxy-fuel cutting systems, specialty gas regulators, and education solutions;

as well as a comprehensive portfolio of automated solutions for joining, cutting, material handling, module assembly, and end of line testing.

Equipment sales consist of arc welding equipment, laser, plasma and oxyfuel cutting systems, wire feeding systems, fume control equipment, welding accessories, specialty gas regulators, mobile power equipment, wear solutions, software and education solutions.

Automation sales consist of a comprehensive portfolio of solutions for joining, cutting, material handling, module assembly, and end of line testing.

Consumable and Equipment products are sold within each of the Company’s operating segments.

Within the Equipment product line, there are certain customer contracts related to automation products that may include multiple performance obligations.

Automation products are sold within the Company’s Americas Welding and International Welding operating segments.

Within the Automation product line, there are certain customer contracts that may include multiple performance obligations.

For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price.

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as such, pro forma information related to these acquisitions has not been presented.

On April 1, 2025, the Company acquired a 35 % ownership interest in Alloy Steel Australia (Int) Pty Ltd.

(“Alloy Steel”), a privately held manufacturer of maintenance and repair solutions headquartered in Perth, Australia.

On August 1, 2025, the Company acquired the remaining 65 % ownership interest in Alloy Steel.

In total, the Company acquired 100 % ownership of Alloy Steel for a total purchase price of $ 131,427 , net of cash acquired and certain debt-like items.

In 2024, Alloy Steel generated sales of approximately $ 48,000 (unaudited).

Alloy Steel supplies proprietary technology, engineering services and digital monitoring to the mining sector.

On July 30, 2024, the Company acquired 100 % ownership of Vanair Manufacturing, LLC (“Vanair”), a privately held, Michigan City, Indiana-based, manufacturer for a total purchase price of $ 108,651 , net of cash acquired and certain debt-like items.

In 2023, Vanair generated sales of approximately $ 100,000 (unaudited).

Vanair offers a comprehensive portfolio of mobile power solutions, including vehicle-mounted compressors, generators, welders, hydraulics, chargers/boosters, and electrified power equipment.

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The purchase price was $ 107,447 , net of cash acquired.

In 2023, RedViking generated sales of approximately $ 70,000 (unaudited).

RedViking specializes in the development and integration of state-of-the-art autonomous guided vehicles and mobile robots, custom assembly and dynamic test systems, and proprietary manufacturing execution system software.

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The acquisition broadened the Company’s automation portfolio and capabilities.

On December 1, 2022, the Company acquired 100 % ownership of Fori Automation, LLC (“Fori”) for an agreed upon purchase price of $ 427,000 , which was adjusted for certain debt like obligations, for total purchase price consideration of $ 468,683 or $ 416,353 , net of cash acquired.

Fori is a leading designer and manufacturer of complex, multi-armed automated welding systems, with an extensive range of automated assembly systems, automated material handling solutions, automated large-scale, industrial guidance vehicles, and end of line testing systems.

The acquisition of Fori extended the Company’s market presence within the automotive sector as well as its automation footprint in the International Welding segment.

The acquisition of Fori was accounted for as a business combination, which required the assets acquired and liabilities assumed be recognized at their respective fair values as of the acquisition date.

The process of estimating the fair values of certain tangible assets, identifiable intangible assets and assumed liabilities required the use of judgment in determining the appropriate assumptions and estimates.

The table below summarizes the final fair values of the assets acquired and liabilities assumed on the acquisition date.

Assets Acquired and Liabilities Assumed

Purchase Price Allocation

Cash and cash equivalents

Accounts receivable

Property, plant and equipment (1)

Intangible assets (2)

Accounts payable

Net other assets and liabilities (3)

Total purchase price consideration

(1) Property, plant and equipment acquired includes a number of manufacturing and distribution sites, including the related facilities, land and leased sites, and machinery and equipment for use in manufacturing operations.

(2) Intangible asset balances of $ 22,000 and $ 18,200 , respectively, were assigned to trade names and customer relationships ( 15 year weighted average useful life).

Of the remaining amount, $ 24,900 was assigned to technology know-how ( 10 year weighted average useful life) and $ 4,250 was assigned to restrictive covenants ( 4 year weighted average life).

(3) Consists primarily of goodwill of $ 244,325 .

Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the anticipated synergies of acquiring Fori.

A portion of the goodwill is deductible for tax purposes.

On March 1, 2022, the Company acquired 100 % ownership of Kestra Universal Soldas, Industria e Comercio, Imporacao e Exportacao Ltda.

(“Kestra”), a privately held manufacturer headquartered in Atibaia, Sao Paulo State, Brazil.

The purchase price was $ 22,294 , net of cash acquired.

Kestra manufactures and provides specialty welding consumables, wear plates and maintenance and repair services for alloy and wear-resistant products commonly used in mining, steel, agricultural and industrial mill applications.

The acquisition broadened the Company’s specialty alloys portfolio and services.

During the years ended December 31, 2025, 2024 and 2023, the Company recognized acquisition costs of $ 2,739 , $ 7,042 and $ 0 respectively, which are included in Selling, general and administrative expenses on the Consolidated Statements of Income and are expensed as incurred.

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Balance as of December 31, 2025

(1) Adjustments to Americas Welding reflect goodwill recognized in the acquisition of Powermig offset by Fori purchase accounting adjustments in 2023.

Additions to International Welding reflect Fori purchase accounting adjustments in 2023.

(1) Additions to Americas Welding reflect goodwill recognized in the acquisitions of Vanair and RedViking.

Additions to International Welding reflect goodwill recognized in the acquisition of Inrotech.

(2) Decreases to Americas Welding reflects Vanair and RedViking purchase accounting adjustments.

Additions to International Welding reflect goodwill recognized in the acquisition of Alloy Steel .

Gross carrying values and accumulated amortization of intangible assets other than goodwill by asset class were as follows:

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Aggregate amortization expense was $ 29,717 , $ 27,075 and $ 25,983 for 2025, 2024 and 2023, respectively.

During 2023, the Company determined that for certain intangible assets, the carrying value of the assets exceeded the fair value

resulting in an impairment.

The Company recognized non-cash impairment charges of $ 1,564 in 2023 which is recorded in Rationalization and asset impairment charges in the Company’s Consolidated Statements of Income.

At December 31, 2025, the Company’s estimated annual amortization expense for intangible assets for each of the next five years is $ 33,696 in 2026, $ 31,456 in 2027, $ 30,143 in 2028, $ 25,961 in 2029 and $ 22,034 in 2030.

NOTE 6 – SEGMENT INFORMATION

The Company’s primary business is the design, development and manufacture of arc welding products, automated joining, assembly and cutting systems, plasma and oxy-fuel cutting equipment.

The Company also has a leading global position in brazing and soldering alloys.

as well as a comprehensive portfolio of automated solutions for joining, cutting, material handling, module assembly, and end of line testing.

The Company is a high-performance industrial machinery and technology leader who helps customers manufacture and maintain vital equipment and infrastructure.

The Company’s innovative solutions enable higher quality and productivity across a variety of processes including welding, cutting, brazing, machining, process automation, and field repair.

as well as a comprehensive portfolio of automated solutions and system integration services for joining, cutting, material handling, module assembly, and end of line testing.

Services include additive manufacturing, precision fabrication, wear services, upfitting, and training.

The Company has aligned its organizational and leadership structure into three operating segments to support growth strategies and enhance the utilization of the Company’s worldwide resources and global sourcing initiatives.

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Segment performance is measured and resources are allocated based on a number of factors, the primary measure being the adjusted earnings before interest and income taxes ("Adjusted EBIT") profit measure.

EBIT is defined as Operating income plus Other income.

Segment EBIT is adjusted for special items as determined by management such as the impact of rationalization activities, certain asset impairment charges and gains or losses on disposals of assets.

Adjusted EBIT is defined as Operating income plus Other income (expense), adjusted for special items as determined by management such as the impact of rationalization activities, certain asset impairment charges and gains or losses on disposals of assets.

The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer.

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Corporate-level expenses are allocated to the operating segments.

Financial information for the reportable segments follows:

The following tables present Adjusted EBIT by segment and other segment information:

International

Eliminations (4)

For the Year Ended December 31, 2025

Inter-segment sales

Reconciliation to Consolidated Net sales

Elimination of inter-segment sales

Cost of goods sold (1)

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Special items charge (1)

Adjusted EBIT

Special items charge

Interest income

Interest expense

Income before income taxes

Segment Adjusted EBIT

Other Segment Information

Capital expenditures

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Inter-segment sales

Reconciliation to Consolidated Net sales

Elimination of inter-segment sales

Cost of goods sold (2)

Other segment expenses (2) (4)

Special items charge (gain)

Adjusted EBIT

Special items charge (2)

Interest income

Interest expense

Income before income taxes

Segment Adjusted EBIT

Other Segment Information

Capital expenditures

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Inter-segment sales

Reconciliation to Consolidated Net sales

Elimination of inter-segment sales

Cost of goods sold (3)

Other segment expenses (3) (4)

Special items (gain) charge

Adjusted EBIT

Special items charge (3)

Interest income

Interest expense

Income before income taxes

Segment Adjusted EBIT

Other Segment Information

Capital expenditures

Depreciation and amortization

(1) 2024 special items reflect Rationalization and asset impairment net charges of $ 18,840 , an amortization of step up in value of acquired inventories of $ 4,776 and a pension settlement net charge of $ 4,205 .

2023 special items reflect Rationalization and asset impairment net charges of $ 468 and amortization of step up in value of acquired inventories of $ 9,390 .

2022 special items reflect Rationalization and asset impairment net gains of $ 431 , final settlement gains related to the termination of a pension plan of $ 3,735 and amortization of step up in value of acquired inventories of $ 1,106 .

(2) 2024 special items reflect Rationalization and asset impairment net charges of $ 32,960 including the impact of the Company’s disposition of its Russian entity, a loss on asset disposal of $ 4,950 , an amortization of step up in value of acquired inventories of $ 250 and a pension settlement gain of $ 413 .

2023 special items reflect Rationalization and asset impairment net gains of $ 11,782 , amortization of step up in value of acquired inventories of $ 2,862 , gain on asset disposal of $ 1,646 , and pension settlement charges of $ 845 .

2022 special items reflect Rationalization and asset impairment charges of $ 11,681 .

(3) 2024 special items reflect Rationalization and asset impairment net charges of $ 3,955 .

(4) 2024 special items reflect transaction costs of $ 7,042 related to acquisitions as discussed in Note 4 to the consolidated financial statements.

2022 special items reflect transaction costs of $ 6,003 related acquisitions as discussed in Note 4 to the consolidated financial statements.

(1) 2025 special items within Other segment expenses primarily include Rationalization and asset impairment net charges of $ 9,838 , $ 7,293 and $ 1,068 in Americas Welding, International Welding and The Harris Products Group, respectively, as discussed in Note 7.

In addition, there was a pension settlement net charge of $ 647 in Americas Welding and $ 72 in International Welding.

Special items within Cost of goods sold primarily include amortization of the step up in value of acquired inventories of $ 225 in Americas Welding and $ 3,739 in International Welding .

(2) 2024 special items within Other segment expenses primarily include Rationalization and asset impairment net charges of $ 32,960 in International Welding, including the impact of the Company’s disposition of its Russian entity, $ 18,840 in Americas Welding and $ 3,955 in the Harris Products Group.

In addition, there was a loss on asset disposal of $ 4,950 recorded to Other (expense) income in International Welding, a pension settlement net charge of $ 4,205 in Americas Welding and a pension settlement net gain of $ 413 in International Welding.

Special items within Cost of goods sold primarily include amortization of the step up in value of acquired inventories of $ 4,776 and $ 250 in Americas Welding and International Welding, respectively.

(3) 2023 special items within Other segment expenses primarily include Rationalization and asset impairment net charges of $ 468 in Americas Welding and net gains of $ 11,782 in International Welding.

In addition, there was a gain on asset disposal of $ 1,646 and pension settlement net charges of $ 845 in International Welding.

Special items within Cost of goods sold primarily include amortization of the step up in value of acquired inventories of $ 9,390 in Americas Welding and $ 2,862 in International Welding.

(4) Other segment expenses primarily include:

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Rationalization and asset impairment net charges – refer to Note 7 for further discussion.

The following table presents reconciliations of segment information to the Company’s consolidated totals:

Year Ended December 31,

Reconciliation of Segment Adjusted EBIT to Consolidated Income before income taxes

Segment Adjusted EBIT

Segment special items charge

Corporate special items charge (1)

Elimination of inter-segment profit

Unallocated corporate income (expense)

Interest income

Interest expense

Consolidated Income before income taxes

(1) Corporate special items primarily include acquisition transaction costs.

Reconciliation of Other Segment Information to Consolidated Information

Capital expenditures

Segment totals

Consolidated totals

Depreciation and amortization

Segment totals

Consolidated totals

Reconciliation of Segment Assets to Consolidated Assets

December 31, 2025

December 31, 2024

Total segment assets

Corporate assets

LIFO reserve not allocated to segments

Total consolidated assets

Export sales (excluding inter-company sales) from the United States were $ 191,417 in 2025, $ 244,334 in 2024 and $ 238,704 in 2023.

No individual customer comprised more than 10% of the Company’s total revenues in 2024, 2023 and 2022.

No individual customer comprised more than 10% of the Company’s total revenues in 2025, 2024 or 2023.

The geographic split of the Company’s Net sales, based on the location of the customer, and property, plant and equipment were as follows:

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NOTE 7 – RATIONALIZATION AND ASSET IMPAIRMENTS

During 2024, the Company initiated rationalization plans within International Welding, Americas Welding and The Harris Products Group.

During 2023, the Company also initiated rationalization plans within International Welding.

The plans in both years impacted headcount and included the consolidation of manufacturing facilities to better align with the cost structure, economic conditions and operating needs.

As a result of these plans, in 2024 the Company recorded Rationalization and asset impairment net charges of $ 32,960 in International Welding, of which $ 22,566 is associated with the disposal of the Company’s Russian entity.

The Company also incurred Rationalization and asset impairment net charges of $ 18,840 and $ 3,955 in Americas Welding and The Harris Products Group, respectively, in 2024.

In 2023, the Company recorded a Rationalization and asset impairment net gain of $ 11,782 in International Welding and a net charge $ 468 in Americas Welding.

In 2022, the Company recorded Rationalization and asset impairment net charge of $ 11,788 primarily related to International Welding.

At December 31, 2024 and 2023, liabilities of $ 14,146 and $ 15,086 , respectively, were recognized in Other current liabilities in the Company's Consolidated Balance Sheet.

The Company has rationalization plans within all three of its reportable segments.

The plans impacted headcount and included the consolidation of manufacturing facilities to better align with the cost structure, economic conditions and operating needs of the business.

The following table present Rationalization and asset impairment net charges/(gains) by segment:

Americas Welding

International Welding (1)

The Harris Products Group

(1) $ 22,566 of International Welding charges in 2024 relate to the Russian entity disposal.

At December 31, 2025 and 2024, rationalization liabilities of $ 7,085 and $ 14,146 , respectively, were recognized in Other current liabilities in the Company's Consolidated Balance Sheet.

The Company does not anticipate significant additional charges related to the completion of these plans.

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International

Americas Welding

Products Group

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Balance at December 31, 2024

Other comprehensive income (loss) before reclassification

Other comprehensive income before reclassification

Amounts reclassified from AOCI

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2024 Notes - Series C due June 20, 2034

Term Loan due through 2025

Other borrowings due through 2030

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Short-term debt

Amounts due banks

Amounts due to banks

Current portion long-term debt

Total short-term debt

(1) Interest is calculated at the secured overnight finance rate (“SOFR”) plus a 0.85 % margin.

(1) On August 20, 2025, the Company repaid the Series A notes in full at maturity.

(2) Interest rate was 7.97 % for both years ended December 31, 2025 and 2024.

(3) Weighted average interest of Other borrowings related to liquidity needs in a hyperinflationary country was 47.8 % in 2024 and 47.7 % in 2023.

(3) Weighted average interest rate on the revolving credit facility was 4.7 % as of December 31, 2025.

Weighted average interest of other lines of credit related to liquidity needs in a hyperinflationary country was 41.6 % in 2025 and 47.8 % in 2024.

At December 31, 2025 and 2024, the fair value of long-term debt, including the current portion, was approximately $ 1,125,338 and $ 1,184,313 , respectively.

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Pursuant to the NPA, the Company issued one series of the 2024 Notes in the aggregate principal amount of $ 400,000 on June 20, 2024, and two series of the 2024 Notes each in the aggregate principal amount of $ 75,000 on August 22, 2024.

On April 1, 2015 and October 20, 2016, the Company entered into separate Note Purchase Agreements pursuant to which it issued senior unsecured notes (the "Notes") through a private placement.

The 2015 and 2016 Notes each have an aggregate principal amount of $ 350,000 .

The Company’s total weighted average effective interest rate and remaining weighted average tenure of the senior unsecured notes is 4.1 %, including the impact from terminated swap agreements as discussed in Note 14, and 8.9 years, respectively.

On April 1, 2015 and October 20, 2016 , the Company entered into separate Note Purchase Agreements pursuant to which it issued senior unsecured notes each in the aggregate principal amount of $ 350,000 , at par.

On August 20, 2025, the Company repaid its $ 100,000 2015 Series A notes in full at maturity.

As of December 31, 2025, the Company’s total weighted average effective interest rate and remaining weighted average tenure of the senior unsecured notes is 4.2 %, including the impact from terminated swap agreements and 8.7 years, respectively.

Interest on the senior unsecured notes is paid semi-annually.

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As of December 31, 2025, the Company was in compliance with all of its debt covenants relating to the senior unsecured notes.

On November 29, 2022, the Company entered into a term loan in the aggregate principal amount of $ 400,000 (the “Term Loan”), which was borrowed in full.

On June 20, 2024, the Company used the net proceeds from the issuance of the initial series of 2024 Notes to repay the Term Loan in full.

In June 2024, the Company terminated the interest rate swaps that were associated with the Term Loan and realized a gain of $ 2,428 , which is recorded in Other income.

Revolving Credit Agreements

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The revolving credit facility contains customary representations and warranties, as well as customary affirmative, negative and financial covenants for credit facilities of this type (subject to negotiated baskets and exceptions), including limitations on the Company and its subsidiaries with respect to liens, investments, distributions, mergers and acquisitions, dispositions of assets and transactions with affiliates.

As of December 31, 2024, the Company was in compliance with all of its covenants and had no outstanding borrowings under the revolving credit facility.

As of December 31, 2025, the Company was in compliance with all of its covenants .

The Company had borrowings under the revolving credit facility of $ 142,000 as of December 31, 2025.

The Company has other lines of credit and debt agreements totaling $ 26,854 .

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Options exercised

Options canceled

Options forfeited

Balance at end of year

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$ 100.00 - $ 199.99

Over $ 200.00

Restricted Stock Units ("RSUs") and Performance Share Units ("PSUs")

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The Company issues common stock from treasury upon the vesting of PSUs and any earned dividend equivalents.

In 2024, the Company issued 53,686 PSUs and has 74,449 PSUs outstanding as of December 31, 2024 under the 2015 and 2023 Employee Plans at a weighted average

fair value of $ 179.73 per share.

In 2025, the Company issued 48,056 PSUs and

has 73,566 PSUs outstanding as of December 31, 2025 under the 2015 and 2023 Employee Plans at a weighted average fair value of $ 213.01 per share.

The remaining weighted average vesting period of all non-vested PSUs is 1.6 years as of December 31, 2025.

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pension plans

Change in benefit obligations

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Acquisitions & other adjustments

Actuarial (gain) loss

Actuarial loss (gain)

Benefits paid

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Funded status at end of year

Unrecognized actuarial net loss

Unrecognized actuarial net loss (gain)

Unrecognized prior service cost

Unrecognized transition assets, net

Unrecognized transition obligation, net

Net amount recognized

(1) Settlements in 2024 resulting from lump sum pension payments and the purchase of a group annuity contract related to the termination of a pension plan.

The after-tax amounts of unrecognized actuarial net loss, prior service costs and transition assets included in Accumulated other comprehensive loss at December 31, 2024 were $ 1,037 , $( 28 ) and $ 17 , respectively.

(1) Settlements in 2024 resulting from lump sum pension payments .

The after-tax amounts of unrecognized actuarial net loss, prior service costs and transition obligation included in Accumulated other comprehensive loss at December 31, 2025 were $ 1,044 , $ 1 and $ 17 , respectively.

The actuarial loss represents changes in the estimated obligation not yet recognized in the Consolidated Income Statement.

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pension plans

Prepaid pensions (1)

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Amortization of net loss (gain)

Settlement and curtailment charges (gains) (1)

Settlement and curtailment charges

Defined benefit plans

(1) Settlements in 2024 resulting from lump sum pension payments and the purchase of a group annuity contract related to the termination of a pension plan.

The components of Pension cost for defined benefit plans, other than service cost, are included in Other income in the Company’s Consolidated Statements of Income.

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pension plans

Projected benefit obligation

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pension plans

Estimated Payments

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pension plans

Discount Rate

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pension plans

Discount rate

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Equity earnings in affiliates

Other components of net periodic pension (cost) income (1)

Other components of net periodic pension cost (1)

Other income (2)

Total Other income

(1) Other components of net periodic pension (cost) income includes pension settlements and curtailments as discussed in Note 11.

(2) In 2024, Other income primarily relates to non-recurring items such as the gain on termination of interest rate swaps, other non-operating gains and a loss on asset disposal.

In 2023, Other income primarily related to non-recurring items such as royalty and other non-operating gains.

(1) Other components of net periodic pension cost includes pension settlements and curtailments as discussed in Note 11.

(2) Other income primarily relates to non-recurring items and non-operating gains and losses.

NOTE 13 – INCOME TAXES

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Statutory rate applied to pre-tax income

Domestic reconciling items:

State and local income taxes, net of federal tax benefit (1)

Excess tax benefits resulting from exercises of stock-based compensation

Foreign derived intangible income deduction

Foreign rate variance

Research and development credit

Effective tax rate

The effective tax rate is higher in 2024 as compared to 2023 primarily due to the mix of earnings and discrete items.

Total income tax payments, net of refunds, were $ 157,542 in 2024, $ 180,512 in 2023 and $ 151,818 in 2022.

Nontaxable and nondeductible items

Section 162(m) limitation

Cross-border taxes

Foreign tax credit

Foreign derived intangible income deduction

Exercises of stock-based compensation

Foreign reconciling items:

Other foreign jurisdictions

Worldwide changes in prior year unrecognized tax benefits

Total effective tax rate

(1) State and local income taxes in California, Florida, Michigan, Minnesota, Pennsylvania, Texas and Wisconsin for 2025, California, Illinois, Kentucky, Michigan, Pennsylvania, Wisconsin, and City of Euclid, Ohio for 2024 and California, Iowa, Illinois, Kentucky, Michigan, Pennsylvania, Wisconsin and City of Euclid, Ohio for 2023 made up the majority (greater than 50%) of the tax effect in this category.

The One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States on July 4, 2025.

Many of the tax provisions within the OBBBA are designed to accelerate tax deductions and could lead to lower tax payments.

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

During 2025, the Company recognized a one-time tax expense of approximately $ 11,700 related to the cumulative impact of the OBBBA provisions to date.

This tax expense primarily relates to restoration of immediate expensing for current and previously capitalized domestic research and development expenditures and the reinstatement of 100% bonus depreciation on qualified property both of which impact international tax provisions regarding foreign derived intangible income.

The effective tax rate was higher in 2025 as compared to 2024 primarily driven by the impact of the OBBBA as discussed above, partially offset by the mix of earnings and timing of discrete tax items.

The amounts of income tax payments, net of refunds, were as follows:

Year Ended December 31,

All other foreign

State and local

(1) Total income tax payments, net of refunds, in 2025 as compared to 2024 were lower primarily due to the election of provisions from the OBBBA.

Total income tax payments, net of refunds, during the years ended December 31, 2024 and 2023 were $ 157,542 and $ 180,512 , respectively.

Deferred Taxes

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The Company recognizes interest and penalties related to unrecognized tax benefits in Income taxes.

Current income tax expense included expense of $ 145 and $ 101 for the years ended December 31, 2024 and 2023, respectively, for interest and penalties.

For those same years,

the Company’s accrual for interest and penalties related to unrecognized tax benefits totaled $ 2,495 and $ 2,364 , respectively.

Current income tax expense included benefit of $ 152 and expense of $ 145 for the years ended December 31, 2025 and 2024, respectively, for interest and penalties.

For those same years, the Company’s accrual for interest and penalties related to unrecognized tax benefits totaled $ 2,512 and $ 2,495 , respectively.

The following table summarizes the activity related to unrecognized tax benefits:

Balance at beginning of year

Increase related to current year tax provisions

Increase related to current year tax positions

Decrease related to prior years' tax positions

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income tax examinations by tax authorities for years before 2020.

The Company is currently subject to various state audits and non-U.S.

The Company is currently subject to various state, U.S.

income tax audits.

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Based on information currently available, management believes that additional audit activity could be completed and/or statutes of limitations may close relating to existing unrecognized tax benefits.

It is reasonably possible there could be a further reduction of $ 2,023 in prior years’ unrecognized tax benefits in 2025.

NOTE 14 – DERIVATIVES

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The Company had interest rate forward starting swap agreements that were qualified and designated as cash flow hedges that were terminated during 2024.

At December 31, 2023, the dollar equivalent gross notional amount of the contracts was $ 100,000 .

Upon termination of the contracts in the second quarter of 2024, the company had a gain of $ 25,852 recorded in AOCI that will be amortized to Interest expense, net over the life of the associated debt.

The Company had commodity contracts that were qualified and designated as cash flow hedges that matured in 2024.

The notional amount of these contracts was 200,000 pounds at December 31, 2023.

The Company had interest rate swap agreements, which were qualified and designated as cash flow hedges.

At December 31, 2023, the aggregate notional amount of the contracts was $ 150,000 .

During 2024, the Company terminated the interest rate swaps that were associated with the Term Loan and realized a gain of $ 2,428 , which is recorded in Other income.

Upon termination of the contracts in 2024, the Company had a gain of $ 25,852 recorded in AOCI that will be amortized to Interest expense, net over the life of the associated debt.

Net investment hedges

The Company has foreign currency forward contracts that qualify and are designated as net investment hedges.

The dollar equivalent gross notional amount of these contracts were $ 319,450 and $ 119,607 at December 31, 2024 and 2023, respectively.

The Company has foreign currency forward contracts and zero-cost collar contracts that qualify and are designated as net investment hedges.

The dollar equivalent gross notional amount of the foreign currency forward contracts and zero-cost collar contracts were $ 337,659 and $ 319,450 at December 31, 2025 and December 31, 2024, respectively.

Derivatives not designated as hedging instruments

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Foreign exchange contracts

Interest rate swap agreements

Forward starting swap agreements

Net investment contracts

Commodity contracts

Not designated as hedging instruments:

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Foreign exchange contracts

Interest rate swap agreements

Forward starting swap agreements

Net investment contracts

Commodity contracts

The Company expects a loss of $ 1,396 related to existing contracts to be reclassified from AOCI, net of tax, to earnings over the next 12 months as the hedged transactions are realized.

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Cost of goods sold

Commodity contracts

Cost of goods sold

Forward starting swap agreements

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NOTE 15 – FAIR VALUE

The following table provides a summary of fair value assets and liabilities as of December 31, 2024 measured at fair value on a recurring basis:

The following table provides a summary of assets and liabilities as of December 31, 2025 measured at fair value on a recurring basis:

Quoted Prices in

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Foreign exchange contracts

Net investment contracts

Deferred compensation

Total liabilities

The following table provides a summary of fair value assets and liabilities as of December 31, 2023 measured at fair value on a recurring basis:

The following table provides a summary of assets and liabilities as of December 31, 2024 measured at fair value on a recurring basis:

Quoted Prices in

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Foreign exchange contracts

Interest rate swap agreements

Commodity contracts

Forward starting swap agreements

Net investment contracts

Pension surplus

Foreign exchange contracts

Net investment contracts

Deferred compensation

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The fair value of the Company’s pension surplus assets are based on quoted market prices in active markets and are included in the Level 1 fair value hierarchy.

The pension surplus assets are invested in money market and short-term duration bond funds at December 31, 2024.

The pension surplus assets were invested in money market and short-term duration bond funds at both December 31, 2025 and December 31, 2024.

The Company’s derivative contracts are valued at fair value using the market approach.

The Company measures the fair value of foreign exchange contracts, interest rate swap agreements, forward starting swap agreements using Level 2 inputs based on observable spot and forward rates in active markets.

The Company measures the fair value of foreign exchange contracts and net investment contracts using Level 2 inputs based on observable spot and forward rates in active markets.

During the year ended December 31, 2025 there were no transfers between Levels 1, 2 or 3.

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The Company measures the fair value of the liability using the market values of the participants’ underlying investment fund elections.

The fair value of Cash and cash equivalents, Marketable securities, Accounts receivable, Short-term debt excluding the current portion of long-term debt and Trade accounts payable approximated book value due to the short-term nature of these instruments at both December 31, 2024 and December 31, 2023.

Refer to Note 9 to the consolidated financial statements for the fair value estimate of debt.

The fair value of Cash and cash equivalents, Accounts receivable, Short-term debt excluding the current portion of Long-term debt and Trade accounts payable approximated book value due to the short-term nature of these instruments at both December 31, 2025 and December 31, 2024.

Refer to Note 9 for the fair value estimate of debt.

The Company has various financial instruments, including cash and cash equivalents, short and long-term debt and forward contracts.

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At December 31, 2025 and 2024, approximately 38 % and 35 % of total inventories, respectively, were valued using the LIFO method.

The excess of current cost over LIFO cost was $ 120,633 at December 31, 2024 and $ 129,946 at December 31, 2023, or a b enefit of $ 9,313 in 2024 and $ 3,963 in 2023.

excess of current cost over LIFO cost was $ 138,589 at December 31, 2025 and $ 120,633 at December 31, 2024, or a charge of $ 17,956 in 2025 as compared with a benefit of $ 9,313 in 2024.

NOTE 17 – LEASES

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Total lease liabilities

Total lease expense, which is included in Cost of goods sold and Selling, general and administrative expenses in the Company’s Consolidated Statements of Income, was $ 24,778 , $ 24,408 and $ 20,548 in the years ended December 31, 2024, 2023 and 2022, respectively.

Cash paid for amounts included in the measurement of lease liabilities for the years ended December 31, 2024 and 2023 was $ 15,874 and $ 13,450 , respectively, are included in Net cash provided by operating activities in the Company’s Consolidated Statements of Cash Flows.

Right-of-use assets obtained in exchange for operating lease liabilities during the years ended December 31, 2024 and 2023 were $ 17,591 and $ 9,249 , respectively.

The total future minimum lease payments for noncancelable operating leases were as follows:

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Operating lease liabilities

As of December 31, 2024 and 2023, the weighted average remaining lease term was 6.4 years and 7.0 years, respectively.

As of December 31, 2024 and 2023, the weighted average discount rate used to determine the operating lease liability was 3.70 % and 3.50 %, respectively.

Other information related to leases was as follows:

Lease expense (1)

Cash paid for amounts included in the measurement of lease liabilities (2)

Right-of-use assets obtained in exchange for operating lease liabilities

Weighted average discount rate

Weighted average remaining lease term

(1) Amounts are included in Cost of goods sold and Selling, general and administrative expenses in the Company’s Consolidated Statement of Income.

(2) Amounts are included in Net Cash Provided by Operating Activities in the Company’s Consolidated Statement of Cash Flows.

NOTE 18 – CONTINGENCIES

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At December 31, 2025 and 2024, Trade accounts payable included $ 25,709 and $ 29,164 , respectively, payable to suppliers that have elected to participate in the supplier financing program.

Twelve Months Ended December 31,

Year Ended December 31,

Confirmed obligations at beginning of the period

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Year Ended December 31, 2023

(1) Currency translation adjustment, reductions from restructuring and other adjustments.

(1) Primarily relates to currency translation, valuation allowance adjustments and other items.

The change in the 2025 deferred tax asset valuation allowance includes a reduction of approximately $ 32,000 related to these adjustments.

(2) For the Allowance for doubtful accounts, deductions relate to uncollectible accounts written-off, net of recoveries.

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FORM 10-K SUMMARY

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm – Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm – Internal Controls Over Financial Reporting

LINCOLN ELECTRIC HOLDINGS, INC.

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

What changed 10-K

Item 9A. Controls and Procedures