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Item 1. Financial Statements

2025-08-05 compared with 2025-05-01 · 261 added, 112 removed, 517 unchanged (42% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In thousands, except per share values) 2025 2024 2025 2024

5 unchanged sentences

Restructuring charges (Note 4) 488 1,543 2,412 4,560

Currency exchange losses, net 4,076 2,333

Currency exchange losses (gains), net 5,286 ( 603 ) 9,363 1,730

Operating income 85,862 99,944 163,623 180,056

1 unchanged sentence

Other income, net ( 5,000 ) ( 4,148 ) ( 12,022 ) ( 10,382 )

Total other (income) expense, net ( 188 ) 4,505

Total other expense, net 3,116 5,516 2,929 10,021

Income before income taxes 82,746 94,428 160,694 170,035

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In thousands) 2025 2024 2025 2024

3 unchanged sentences

Pension and post-retirement plan adjustments, net of tax (Note 7) 242 2,022 443 2,396

Reclassification of currency translation from accumulated other comprehensive loss into net income (Note 7) — ( 1,200 ) — ( 1,200 )

Total other comprehensive gain (loss), net of tax 44,385 ( 8,000 ) 67,123 ( 18,299 )

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands) March 31, 2025 December 31, 2024

(In thousands) June 30, 2025 December 31, 2024

Cash and cash equivalents $ 146,988 $ 164,560

40 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

(In thousands) 2025 2024

15 unchanged sentences

Investing Activities

Acquisitions, net of cash acquired (Note 15) ( 187,774 ) —

Capital expenditures ( 40,118 ) ( 25,560 )

4 unchanged sentences

Payments on long-term debt (Note 13) ( 435,466 ) ( 611,260 )

Debt issuance costs ( 3,064 ) —

Cash dividends paid ( 40,881 ) ( 38,589 )

1 unchanged sentence

Exercise of stock options (Note 8) 497 326

Cash Flow Used in Financing Activities ( 45,612 ) ( 29,085 )

Employee stock purchase plan (Note 8) 1,082 634

Cash Flow From (Used in) Financing Activities 73,979 ( 67,718 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash 7,692 ( 10,557 )

13 unchanged sentences

Comprehensive

Balances December 31, 2023 $ 1,143,442 $ ( 129,249 )

Balances March 31, 2024 $ 1,183,091 $ ( 139,548 )

Net income 72,234 —

1 unchanged sentence

Pension and post-retirement plan adjustments, net of tax benefit of $ 240

Reclassification from accumulated other comprehensive loss into net income (Note 7) — ( 1,200 )

Common dividends ($ 0.51 per share)

Preferred dividends ($ 0.5625 per share)

Balances June 30, 2024 $ 1,235,226 $ ( 147,548 )

Balances March 31, 2025 $ 1,389,222 $ ( 118,911 )

Net income 62,773 —

Foreign currency translation adjustments — 44,143

Pension and post-retirement plan adjustments, net of tax benefit of $ 150

Common dividends ($ 0.53 per share)

Preferred dividends ($ 0.5625 per share)

Balances June 30, 2025 $ 1,431,147 $ ( 74,526 )

Balances December 31, 2023 $ 1,143,442 $ ( 129,249 )

1 unchanged sentence

Foreign currency translation adjustments — ( 19,495 )

Pension and post-retirement plan adjustments, net of tax benefit of $ 254

Reclassification from accumulated other comprehensive loss into net income (Note 7) — ( 1,200 )

Common dividends ($ 0.98 per share)

Preferred dividends ($ 1.125 per share)

Balances June 30, 2024 $ 1,235,226 $ ( 147,548 )

Balances December 31, 2024 $ 1,349,650 $ ( 141,649 )

Net income 122,378 —

Foreign currency translation adjustments — 66,680

Pension and post-retirement plan adjustments, net of tax expense of $ 341

1 unchanged sentence

Preferred dividends ($ 1.125 per share)

Balances March 31, 2025 $ 1,389,222 $ ( 118,911 )

Balances June 30, 2025 $ 1,431,147 $ ( 74,526 )

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

8 unchanged sentences

This Form 10-Q report should be read in conjunction with MSA's Form 10-K for the year ended December 31, 2024, which includes all disclosures required by U.S.

In December 2023, the FASB issued ASU No.

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

2023-09 (“ASU 2023-09”), Improvements to Income Tax Disclosures .

14 unchanged sentences

Our customers generally fall into two categories:

distributors and industrial or end-users.

distributors or end-users.

All customer categories have similar nature, timing and uncertainty related to cash flows.

9 unchanged sentences

We make appropriate provisions for credit losses, which have historically been insignificant in relation to our net sales.

Certain contracts with customers may have an element of variable consideration that is estimated when revenue is recognized under the contract to the extent that it is material to the individual contract.

Certain contracts with customers may have an element of variable consideration that is estimated when revenue is recognized.

Variable consideration could include volume incentive rebates and performance guarantees.

22 unchanged sentences

Maintenance revenue, which is considered a non-lease component, and interest are recognized monthly over the lease term.

As of March 31, 2025, remaining maintenance performance obligations for managed fire service contracts were $ 33.4 million, which are expected to be recognized to revenue over approximately 3 years.

Lease revenues and interest earned by the Company, included in the unaudited Condensed Consolidated Statements of Income, were not material to either the quarter ended March 31, 2025, or 2024.

As of June 30, 2025, remaining maintenance performance obligations for managed fire service contracts were $ 34.4 million, which are expected to be recognized to revenue over approximately 3 years.

Lease revenues and interest earned by the Company, included in the unaudited Condensed Consolidated Statements of Income, were not material to either the period ended June 30, 2025, or 2024.

Practical Expedients and Exemptions

10 unchanged sentences

The Company's net cash pool position consisted of the following:

(In thousands) March 31, 2025

(In thousands) June 30, 2025

Gross cash pool position $ 52,967

2 unchanged sentences

Note 4— Restructuring Charges

During the three months ended March 31, 2025, we recorded restructuring charges of $ 1.9 million.

Americas segment restructuring charges of $ 0.4 million during the three months ended March 31, 2025, were related to initiatives to right-size the organization in response to macroeconomic conditions.

International segment restructuring charges of $ 0.9 million during the three months ended March 31, 2025, were primarily related to ongoing initiatives to optimize our manufacturing footprint and initiatives to right-size the organization in response to macroeconomic conditions.

Corporate segment restructuring charges of $ 0.6 million during the three months ended March 31, 2025, were related to initiatives to right-size the organization in response to macroeconomic conditions.

During the three months ended March 31, 2024, we recorded restructuring charges of $ 3.0 million.

Americas segment restructuring charges of $ 0.3 million during the three months ended March 31, 2024, were related to manufacturing footprint optimization activities.

International segment restructuring charges of $ 1.9 million during the three months ended March 31, 2024, were related to management restructuring and ongoing initiatives to drive profitable growth and improve productivity.

Corporate segment restructuring charges of $ 0.8 million during the three months ended March 31, 2024, were related to footprint optimization activities and management restructuring.

During the three and six months ended June 30, 2025, we recorded restructuring charges of $ 0.5 million and $ 2.4 million.

Americas segment restructuring charges of $ 0.5 million during the six months ended June 30, 2025, were related to initiatives to right-size the organization in response to macroeconomic conditions.

International segment restructuring charges of $ 1.0 million during the six months ended June 30, 2025, were primarily related to ongoing initiatives to optimize our manufacturing footprint and initiatives to right-size the organization in response to macroeconomic conditions.

Corporate segment restructuring charges of $ 0.9 million during the six months ended June 30, 2025, were related to initiatives to right-size the organization in response to macroeconomic conditions.

During the three and six months ended June 30, 2024, we recorded restructuring charges of $ 1.5 million and $ 4.6 million.

Americas segment restructuring charges of $ 0.8 million during the six months ended June 30, 2024, were related to manufacturing footprint optimization activities.

International segment restructuring charges of $ 2.9 million during the six months ended June 30, 2024, were related to ongoing initiatives to optimize our manufacturing footprint and improve productivity as well as management restructuring.

Corporate segment restructuring charges of $ 0.9 million during the six months ended June 30, 2024, were related to management restructuring.

Restructuring reserves are included in Other current liabilities in the accompanying unaudited Condensed Consolidated Balance Sheets.

9 unchanged sentences

Cash payments ( 0.1 ) ( 1.6 ) ( 0.9 ) ( 2.6 )

Reserve balances at March 31, 2025 $ 0.5 $ 3.3 $ 0.6 $ 4.4

Reserve balances at June 30, 2025 $ 0.6 $ 3.0 $ — $ 3.6

Note 5— Inventories

The following table sets forth the components of inventory:

(In thousands) March 31, 2025 December 31, 2024

(In thousands) June 30, 2025 December 31, 2024

Finished products $ 105,940 $ 93,356

4 unchanged sentences

The following table sets forth the components of property, plant and equipment, net:

(In thousands) March 31, 2025 December 31, 2024

(In thousands) June 30, 2025 December 31, 2024

Land $ 9,579 $ 4,235

7 unchanged sentences

Changes in accumulated other comprehensive loss were as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In thousands) 2025 2024 2025 2024

9 unchanged sentences

Balance at beginning of period $ ( 107,722 ) $ ( 97,270 ) $ ( 130,259 ) $ ( 86,597 )

Reclassification from accumulated other comprehensive loss into net income (b)

— ( 1,200 ) — ( 1,200 )

Foreign currency translation adjustments 44,143 ( 8,822 ) 66,680 ( 19,495 )

1 unchanged sentence

(a) Amounts reclassified from accumulated other comprehensive loss into net income are included in the computation of net periodic pension and other post-retirement benefit costs (refer to Note 16—Pensions and Other Post-retirement Benefits).

(b) Reclassification from accumulated other comprehensive loss into net income relates primarily to the recognition of non-cash net cumulative translation gains associated with certain foreign subsidiaries.

The reclassifications are included in Currency exchange losses (gains), net, within the unaudited Condensed Consolidated Statements of Income.

Note 8— Capital Stock

Preferred Stock - The Company has authorized 100,000 shares of $ 50 par value 4.5 % cumulative preferred nonvoting stock which is callable at $ 52.50 .

There were 71,340 shares issued and 52,998 shares held in treasury at both March 31, 2025, and December 31, 2024.

There were 71,340 shares issued and 52,998 shares held in treasury at both June 30, 2025, and December 31, 2024.

The Treasury shares at cost line in the unaudited Condensed Consolidated Balance Sheets includes $ 1.8 million related to preferred stock.

There were no shares of preferred stock purchased and subsequently held in treasury during the three months ended March 31, 2025, or 2024.

There were no shares of preferred stock purchased and subsequently held in treasury during the six months ended June 30, 2025, or 2024.

The Company has also authorized 1,000,000 shares of $ 10 par value second cumulative preferred voting stock.

No shares have been issued as of March 31, 2025, or December 31, 2024.

No shares have been issued as of June 30, 2025, or December 31, 2024.

Common Stock - The Company has authorized 180,000,000 shares of no par value common stock.

There were 62,081,391 shares issued as of March 31, 2025, and December 31, 2024.

No new shares were issued during the three months ended March 31, 2025, or 2024.

There were 39,298,861 and 39,260,080 shares outstanding at March 31, 2025, and December 31, 2024, respectively.

There were 62,081,391 shares issued as of June 30, 2025, and December 31, 2024.

No new shares were issued during the six months ended June 30, 2025, or 2024.

There were 39,142,630 and 39,260,080 shares outstanding at June 30, 2025, and December 31, 2024, respectively.

Treasury Shares - The Company's 2024 stock repurchase program authorizes up to $ 200.0 million to repurchase MSA common stock in the open market and in private transactions.

1 unchanged sentence

The maximum number of shares that may be repurchased is calculated based on the dollars remaining under the program and the respective month-end closing share price.

During the three months ended March 31, 2025, and 2024, the Company repurchased 62,125 and no shares, respectively, under this and the prior stock repurchase program.

There were 22,782,530 and 22,821,311 treasury shares at March 31, 2025, and December 31, 2024, respectively.

During the six months ended June 30, 2025, and 2024, the Company repurchased 248,768 and 52,561 shares, respectively, under this and the prior stock repurchase program.

There were 22,938,761 and 22,821,311 treasury shares at June 30, 2025, and December 31, 2024, respectively.

The Company issues treasury shares for all stock-based benefit plans.

Shares are issued from treasury at the average treasury share cost on the date of the transaction.

There were 153,734 and 95,428 Treasury shares issued for these purposes during the three months ended March 31, 2025, and 2024, respectively.

There were 187,455 and 121,790 Treasury shares issued for these purposes during the six months ended June 30, 2025, and 2024, respectively.

Common stock activity is summarized as follows:

Three Months Ended March 31, 2025 Three Months Ended March 31, 2024

Three Months Ended June 30, 2025 Three Months Ended June 30, 2024

(In thousands) Common

6 unchanged sentences

Treasury shares purchased for stock compensation programs — ( 534 ) — ( 992 )

Employee stock purchase program 935 147 574 60

Share repurchase program — ( 29,998 ) — ( 10,000 )

1 unchanged sentence

(a) Excludes treasury cost related to preferred stock.

Six Months Ended June 30, 2025 Six Months Ended June 30, 2024

(In thousands) Common

Stock Treasury

Balance at beginning of period $ 329,953 $ ( 396,604 ) $ 312,324 $ ( 361,684 )

Stock compensation expense 7,999 9,229 —

Restricted and performance stock awards ( 3,007 ) 3,007 ( 1,783 ) 1,783

Stock options exercised 295 202 212 114

Treasury shares purchased for stock compensation programs — ( 8,880 ) — ( 6,829 )

Employee stock purchase program 935 147 574 60

Share repurchase program — ( 39,995 ) — ( 10,000 )

Balance at end of period $ 336,175 $ ( 442,123 ) $ 320,556 $ ( 376,556 )

(a) Excludes treasury cost related to preferred stock.

Note 9— Segment Information

19 unchanged sentences

(In thousands) Americas International Corporate Reconciling

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Net sales to external customers $ 320,139 $ 153,977 $ — $ 474,116

8 unchanged sentences

Capital expenditures 7,527 2,115 19,692 — 29,334

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Net sales to external customers $ 314,711 $ 147,752 $ — $ 462,463

6 unchanged sentences

Pension (income) expense ( 1,950 ) 1,050 — — ( 900 )

Total Assets 1,461,565 714,276 ( 2,092 ) (b)

581 2,174,330

Total Assets 1,471,290 748,693 24,813 ( 1,225 ) 2,243,571

Capital expenditures 6,946 5,775 1,620 — 14,341

(a) Reconciling items consist primarily of intercompany eliminations and items not directly attributable to operating segments.

(b) Negative Corporate segment assets driven primarily by bank overdrafts under our notional cash pooling arrangement.

Refer to Note 3—Cash and Cash Equivalents for further details.

(In thousands) Americas International Corporate Reconciling

Six Months Ended June 30, 2025

Net sales to external customers $ 613,299 $ 282,157 $ — $ 895,456

Cost of products sold 315,684 160,228 — —

Selling, general and administrative 106,162 69,837 21,944 —

Research and development 19,439 13,226 — —

Adjusted operating income (loss) 172,014 38,866 ( 21,944 ) — 188,936

Noncash items:

Depreciation and amortization 23,473 10,118 759 — 34,350

Pension (income) expense ( 8,669 ) 1,752 — — ( 6,917 )

Total Assets 1,569,407 956,490 26,607 ( 2,293 ) 2,550,211

Capital expenditures 16,285 4,049 19,784 — 40,118

Six Months Ended June 30, 2024

Net sales to external customers $ 610,249 $ 265,516 $ — $ 875,765

Cost of products sold 301,172 151,444 ( 31 ) —

Selling, general and administrative 104,663 63,040 26,289 —

Research and development 19,726 13,262 — —

Adjusted operating income (loss) 184,688 37,770 ( 26,258 ) — 196,200

Noncash items:

Depreciation and amortization 22,832 8,350 423 — 31,605

Pension (income) expense ( 5,208 ) 2,100 — — ( 3,108 )

Total Assets 1,471,290 748,693 24,813 ( 1,225 ) 2,243,571

Capital expenditures 13,500 9,841 2,219 — 25,560

(a) Reconciling items consist primarily of intercompany eliminations and items not directly attributable to operating segments.

A reconciliation of total Adjusted operating income from reportable segments to Income before income taxes is presented in the following table:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In thousands) 2025 2024 2025 2024

1 unchanged sentence

Restructuring charges (Note 4) 488 1,543 2,412 4,560

Currency exchange losses, net 4,076 2,333

Currency exchange losses (gains), net 5,286 ( 603 ) 9,363 1,730

Interest expense 8,116 9,664 14,951 20,403

Other income, net ( 5,000 ) ( 4,148 ) ( 12,022 ) ( 10,382 )

Amortization of acquisition-related intangible assets 2,286 2,314

Acquisition-related amortization 3,153 2,306 5,439 4,620

Transaction costs (a)

6,645 — 8,099 234

Net cost for product-related legal matter — 5,000 — 5,000

Income before income taxes $ 82,746 $ 94,428 $ 160,694 $ 170,035

2 unchanged sentences

Total sales by product group was as follows:

Three Months Ended March 31, 2025 Consolidated Americas International

Three Months Ended June 30, 2025 Consolidated Americas International

(In thousands, except percentages) Dollars Percent Dollars Percent Dollars Percent

Fire Service (a)

Detection (a)

$ 193,835 41 % $ 127,174 40 % $ 66,661 43 %

Detection (b)

Fire Service (b)

163,306 34 % 110,815 35 % 52,491 34 %

2 unchanged sentences

Total $ 474,116 100 % $ 320,139 100 % $ 153,977 100 %

Three Months Ended March 31, 2024 Consolidated Americas International

Three Months Ended June 30, 2024 Consolidated Americas International

(In thousands, except percentages) Dollars Percent Dollars Percent Dollars Percent

Fire Service (a)

Detection (a)

$ 170,848 37 % $ 111,405 35 % $ 59,443 40 %

Detection (b)

Fire Service (b)

172,269 37 % 118,487 38 % 53,782 37 %

2 unchanged sentences

Total $ 462,463 100 % $ 314,711 100 % $ 147,752 100 %

(a) Fire Service includes Breathing Apparatus and Firefighter Helmets and Protective Apparel.

(b) Detection includes Fixed Gas and Flame Detection and Portable Gas detection.

Six Months Ended June 30, 2025 Consolidated Americas International

(In thousands, except percentages) Dollars Percent Dollars Percent Dollars Percent

Detection (a)

$ 354,906 40 % $ 237,065 39 % $ 117,841 42 %

Fire Service (b)

313,922 35 % 216,722 35 % 97,200 34 %

Industrial PPE and Other (c)

226,628 25 % 159,512 26 % 67,116 24 %

Total $ 895,456 100 % $ 613,299 100 % $ 282,157 100 %

Six Months Ended June 30, 2024 Consolidated Americas International

(In thousands, except percentages) Dollars Percent Dollars Percent Dollars Percent

Detection (a)

$ 310,064 35 % $ 207,700 34 % $ 102,364 38 %

Fire Service (b)

335,962 39 % 240,738 39 % 95,224 36 %

Industrial PPE and Other (c)

229,739 26 % 161,811 27 % 67,928 26 %

Total $ 875,765 100 % $ 610,249 100 % $ 265,516 100 %

(a) Detection includes Fixed Gas and Flame Detection and Portable Gas detection.

Detection includes sales from M&C TechGroup Germany GmbH and its affiliated companies ("M&C"), acquired by the Company, from May 6th, 2025, onward (Americas and International).

Refer to Note 15—Acquisitions for further information.

(b) Fire Service includes Breathing Apparatus and Firefighter Helmets and Protective Apparel.

3 unchanged sentences

Participating securities are defined as unvested stock-based compensation awards that contain nonforfeitable rights to dividends.

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In thousands, except per share values) 2025 2024 2025 2024

12 unchanged sentences

Note 11— Income Taxes

The Company's effective tax rate for the three months ended March 31, 2025, was 23.5 %, which differs from the United States of America ("U.S.") federal statutory rate of 21% primarily due to state income taxes.

The Company's effective tax rate for the three months ended March 31, 2024, was 23.1 %, which differs from the U.S.

federal statutory rate of 21% primarily due to state income taxes and nondeductible compensation.

At March 31, 2025, the Company had a gross liability for unrecognized tax benefits of $ 1.3 million.

The Company has no recognized tax benefits associated with these liabilities at March 31, 2025.

The gross liability includes amounts associated with foreign tax exposure in prior periods.

The Company's effective tax rate for the three months ended June 30, 2025, was 24.1 %, which differs from the United States of America ("U.S.") federal statutory rate of 21% primarily due to state income taxes and nondeductible executive compensation.

The Company's effective tax rate for the three months ended June 30, 2024, was 23.5 %, which differs from the U.S.

federal statutory rate of 21% primarily due to state income taxes.

The Company's effective tax rate for the six months ended June 30, 2025, was 23.8 %, which differs from the U.S.

federal statutory rate of 21% primarily due to state income taxes and nondeductible executive compensation.

The Company's effective tax rate for the six months ended June 30, 2024, was 23.3 %, which differs from the U.S.

federal statutory rate of 21% primarily due to state income taxes and nondeductible executive compensation.

At June 30, 2025, the Company had a gross liability for unrecognized tax benefits of $ 4.7 million.

The Company has recognized tax benefits associated with these liabilities of $ 1.5 million at June 30, 2025.

The gross liability includes amounts associated with domestic and foreign tax exposure in prior periods.

The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and operating expenses, respectively.

The Company's liability for accrued interest related to uncertain tax positions was $ 0.2 million at March 31, 2025.

The Company's liability for accrued interest related to uncertain tax positions was $ 0.2 million at June 30, 2025.

We are subject to regular review and audit by both foreign and domestic tax authorities.

2 unchanged sentences

The 2023 Management Equity Incentive Plan and its predecessor, the 2016 Management Equity Incentive Plan, provide for various forms of stock-based compensation for eligible employees through, in the case of the 2023 Management Equity Incentive Plan, May 2033, including stock options, restricted stock awards, restricted stock units and performance stock units.

The 2024 Non-Employee Directors’ Equity Incentive Plan and its predecessor, the 2017 Non-Employee Directors’ Equity Incentive Plan, provide for grants of stock options and restricted stock to non-employee directors through May 2034.

The 2014 MSA Employee Stock Purchase Plan (“ESPP”) permits eligible employees to purchase the Company's shares of common stock at a 15 % discount from the fair market value stock price, semi-annually.

The ESPP plan is considered a compensatory plan.

The ESPP is considered a compensatory plan.

The discount is recorded as a component of selling, general and administrative expense in the Company's Consolidated Statements of Income.

Stock compensation expense, included in Selling, general and administrative expense in the unaudited Condensed Consolidated Statements of Income, is as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In thousands) 2025 2024 2025 2024

3 unchanged sentences

We have not capitalized any stock-based compensation expense.

A summary of stock option activity for the three months ended March 31, 2025, is as follows:

A summary of stock option activity for the six months ended June 30, 2025, is as follows:

Shares Weighted Average

2 unchanged sentences

Exercised ( 11,173 ) 44.50

Outstanding and exercisable at March 31, 2025 9,845 $ 45.41

Outstanding and exercisable at June 30, 2025 3,845 $ 46.84

Restricted stock awards and restricted stock units are valued at the market value of the stock on the grant date.

A summary of restricted stock activity for the three months ended March 31, 2025, is as follows:

A summary of restricted stock activity for the six months ended June 30, 2025, is as follows:

Shares Weighted Average

3 unchanged sentences

Forfeited ( 11,379 ) 154.82

Unvested at March 31, 2025 195,783 $ 154.72

Unvested at June 30, 2025 188,641 $ 155.11

Performance stock units that have a market condition modifier are valued at an estimated fair value using a Monte Carlo model.

11 unchanged sentences

Expected life is based on historical stock option exercise data.

A summary of performance stock unit activity for the three months ended March 31, 2025, is as follows:

A summary of performance stock unit activity for the six months ended June 30, 2025, is as follows:

Shares Weighted Average

5 unchanged sentences

Forfeited ( 19,655 ) 156.61

Unvested at March 31, 2025 147,401 $ 152.03

Unvested at June 30, 2025 144,537 $ 151.73

(a) Performance adjustments relate primarily to the final number of shares issued for the 2022 performance unit awards which vested in the first quarter of 2025 at 220 % of the target award based on both cumulative performance against EBITDA margin and revenue growth targets and MSA's total shareholder return during the three-year performance period.

Note 13— Long-Term Debt

(In thousands) March 31, 2025 December 31, 2024

(In thousands) June 30, 2025 December 31, 2024

2016 Senior Notes payable through 2031, 3.40 %, net of debt issuance costs

4 unchanged sentences

99,765 99,754

Senior revolving credit facility maturing in 2030, net of debt issuance costs 379,638 —

2023 Term Loan credit agreement maturing in 2026, net of debt issuance costs — 205,152

4 unchanged sentences

Long-term debt, net of debt issuance costs $ 670,965 $ 481,622

On May 24, 2021, the Company entered into a Fourth Amended and Restated Credit Agreement (the “Revolving Credit Facility" or "Facility”) that extended its term through May 24, 2026, and increased the capacity to $ 900.0 million.

The agreement was amended in August 2021 and June 2023 to transition from Sterling LIBOR reference rates and U.S.

LIBOR reference rates.

On April 1, 2025, the Company entered into a Fifth Amended and Restated Credit Agreement (the “Revolving Credit Facility" or "Facility”) with a capacity of $ 1.3 billion.

Under the amended agreement, the Company may elect either a Base rate of interest (“BASE”) or an interest rate based on Secured Overnight Financing Rate (“SOFR”).

The BASE is a daily fluctuating per annum rate equal to the highest of (i) 0.00 %, (ii) the Overnight Bank Funding Rate, plus 0.5 %, (iii) the Prime Rate (iv) the Daily Simple SOFR rate, plus 1.00 %.

The Company pays a credit spread of 0 to 175 basis points based on the Company’s net EBITDA leverage ratio and elected rate (BASE or SOFR).

At March 31, 2025, we had no borrowings outstanding under our $ 900.0 million senior revolving credit facility.

The BASE is a daily fluctuating per annum rate equal to the highest of (i) the Overnight Bank Funding Rate, plus 0.5 %, (ii) the Prime Rate (iii) the Daily Simple SOFR rate, plus 1.00 %.

The Company pays a credit spread of 0 to 175 basis points based on the Company’s net leverage ratio and elected rate (BASE or SOFR).

The company has a weighted average revolver interest rate of 4.83 % as of June 30, 2025.

At June 30, 2025, $ 915.4 million of the existing $ 1.3 billion revolving credit facility was unused, including letters of credit issued under the facility.

The facility also provides an accordion feature that allows the Company to access an additional $ 500.0 million of capacity pending approval by MSA’s board of directors and from the bank group.

On January 5, 2023, the Company entered into a new $ 250 million term loan facility to fund the divestiture of MSA LLC, a wholly owned subsidiary.

Under the agreement, the Company may elect either BASE or an interest rate based on SOFR.

The Company pays a credit spread of 0 to 200 basis points based on the Company's net EBITDA leverage ratio and elected rate.

The Company had a Term Loan interest rate of 5.30 % as of March 31, 2025.

On April 1, 2025, the Company entered into a Fifth Amended and Restated Credit Agreement (the “Amended Revolving Credit Facility” or “Amended Facility”) that extended its term through April 1, 2030, and increased the capacity to $ 1.3 billion.

As part of the Amended Facility, we have converted $ 207.3 million, inclusive of our $ 206.3 million 2023 Term Loan credit agreement and $ 1.0 million of accrued interest related to the 2023 Term Loan, into the Amended Revolving Credit Facility’s capacity.

On January 5, 2023, the Company entered into a new $ 250 million term loan facility to fund the divestiture of Mine Safety Appliances Company, LLC ("MSA LLC"), a wholly owned subsidiary.

In conjunction with the updated Revolving Credit Facility signed on April 1, 2025 MSA converted the balance of the Term Loan Facility to the Revolving Credit Facility, closing the Term Loan Facility.

Under the agreement, the Company elected either BASE or an interest rate based on SOFR.

The Company paid a credit spread of 0 to 200 basis points based on the Company's net leverage ratio and elected rate.

On July 1, 2024, the Company entered into Amendment No.

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The Prudential Note Agreement provided for (i) the issuance of $ 100.0 million of 2.69 % Series C Senior Notes due July 1, 2036 and (ii) the establishment of an uncommitted note issuance facility whereby the Company may request, subject to Prudential’s acceptance in its sole discretion, the issuance of up to $ 335.0 million aggregate principal amount of senior unsecured notes.

As of March 31, 2025, the Company has outstanding £ 36.6 million (approximately $ 47.3 million at March 31, 2025) of 3.4 % Series B Senior Notes due January 22, 2031.

Remaining maturities of this note are £ 6.1 million (approximately $ 7.9 million at March 31, 2025) due annually through January 2031.

As of June 30, 2025, the Company has outstanding £ 36.6 million (approximately $ 50.3 million at June 30, 2025) of 3.4 % Series B Senior Notes due January 22, 2031.

Remaining maturities of this note are £ 6.1 million (approximately $ 8.4 million at June 30, 2025) due annually through January 2031.

On July 1, 2024, the Company entered into Amendment No.

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In addition, the agreements contain negative covenants limiting the ability of the Company and its subsidiaries to incur additional indebtedness or issue guarantees, create or incur liens, make loans and investments, make acquisitions, transfer or sell assets, enter into transactions with affiliated parties, make changes in its organizational documents that are materially adverse to lenders or modify the nature of the Company's or its subsidiaries' business.

As of March 31, 2025, the Company was in full compliance with the restrictive covenants under its various credit agreements.

The Company had outstanding bank guarantees and standby letters of credit with banks as of March 31, 2025, totaling $ 9.5 million, of which $ 1.5 million relate to the Revolving Credit Facility.

As of June 30, 2025, the Company was in full compliance with the restrictive covenants under its various credit agreements.

The Company had outstanding bank guarantees and standby letters of credit with banks as of June 30, 2025, totaling $ 10.3 million, of which $ 1.5 million relate to the Revolving Credit Facility.

The letters of credit serve to cover customer requirements in connection with certain sales orders and insurance companies.

The Company is also required to provide cash collateral in connection with certain arrangements.

As of March 31, 2025, the Company has $ 0.7 million of restricted cash in support of these arrangements.

As of June 30, 2025, the Company has $ 1.0 million of restricted cash in support of these arrangements.

On May 6, 2025 the company acquired M&C TechGroup Germany GmbH and its affiliated companies ("M&C") in a transaction valued at approximately $ 188 million, net of cash acquired.

The acquisition was financed by $ 137.3 million under the Revolving Credit Facility and cash on hand.

Note 14— Goodwill and Intangible Assets, Net

Changes in goodwill during the three months ended March 31, 2025, were as follows:

Changes in goodwill during the six months ended June 30, 2025, were as follows:

(In thousands) Goodwill

Balance at January 1, 2025 $ 620,895

Additions (Note 15) 91,005

Currency translation 21,345

Balance at March 31, 2025 $ 627,200

At March 31, 2025, goodwill of $ 447.6 million and $ 179.6 million related to the Americas and International reportable segments, respectively.

Changes in intangible assets, net, during the three months ended March 31, 2025, were as follows:

Balance at June 30, 2025 $ 733,245

At June 30, 2025, goodwill of $ 475.6 million and $ 257.6 million related to the Americas and International reportable segments, respectively.

Changes in intangible assets, net, during the six months ended June 30, 2025, were as follows:

(In thousands) Intangible Assets

Net balance at January 1, 2025 $ 246,437

Additions 66,568

Amortization expense ( 9,606 )

Currency translation 7,535

Net balance at March 31, 2025 $ 243,800

At March 31, 2025, intangible assets, net, includes a trade name related to Globe Manufacturing Company, LLC ("Globe") with an indefinite life totaling $ 60.0 million .

Net balance at June 30, 2025 $ 310,934

At June 30, 2025, intangible assets, net, includes a trade name related to Globe Manufacturing Company, LLC ("Globe") with an indefinite life totaling $ 60.0 million .

Note 15— Acquisitions

Acquisition of M&C

On May 6, 2025, the Company acquired 100 % of the common stock of M&C in an all-cash transaction valued at approximately $ 188 million, net of cash acquired.

Headquartered in Ratingen, Germany, M&C provides a comprehensive range of gas analysis systems that detect, measure and monitor gases in critical environments.

The company's product portfolio includes systems and solutions for gas sampling, gas conditioning, as well as advanced process control.

M&C products and systems are used in a wide range of industries and applications, including energy, chemicals, utilities, manufacturing, food and beverage, and other industrial applications.

M&C’s operating results are included in our unaudited condensed consolidated financial statements from the acquisition date within the Americas and International reportable segments.

The acquisition qualified as a business combination and was accounted for using the acquisition method of accounting.

The following table summarizes the preliminary fair values of the M&C’s assets acquired and liabilities assumed at the date of the acquisition:

(In millions) May 6, 2025

Current assets (including cash of $ 10.0 )

Property, plant and equipment and other noncurrent assets 46.8

Customer relationships and other intangible assets $ 66.6

Goodwill 91.0

Total assets acquired $ 243.7

Deferred tax liability $ ( 24.0 )

Other liabilities ( 21.9 )

Total liabilities assumed $ ( 45.9 )

Net assets acquired $ 197.8

As of June 30, 2025, the purchase accounting for M&C is subject to change upon completion of the valuation of the assets acquired and liabilities assumed, primarily for tax balances, valuation of intangible assets as well as final working capital adjustment and allocation of goodwill.

Assets acquired and liabilities assumed in connection with the acquisition were recorded at their preliminary fair values.

Fair values were determined by management, based in part on an independent valuation performed by a third-party valuation specialist.

The valuation methods used to determine the fair value of intangible assets included the excess earnings approach for customer relationships using customer inputs and contributory charges;

the relief from royalty method for trade name and developed technologies and the cost approach for assembled workforce, which is included in goodwill.

Several significant assumptions and estimates were involved in the application of these valuation methods, including forecasted sales volumes and prices, royalty rates, costs to produce, tax rates and amortization tax benefits, capital spending, discount rates, customer attrition rates, technology obsolescence assumptions and working capital changes.

Cash flow forecasts were generally based on M&C pre-acquisition forecasts, coupled with estimated MSA financial synergies.

Identifiable intangible assets with finite lives are subject to amortization over their estimated useful lives.

The customer relationships, developed technology, and trade name acquired in the M&C transaction are being amortized over periods of 20 years, 8 years, and 20 years, respectively.

Estimated future amortization expense related to the identifiable intangible assets is approximately $ 2 million for the remainder of 2025, approximately $ 4 million annually for 2026 through 2029, and $ 47.8 million thereafter.

Goodwill was calculated as the excess of the purchase price over the fair value of net assets acquired and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized.

Among the factors that contributed to a purchase price in excess of the fair value of the net tangible and intangible assets acquired were the acquisition of an assembled workforce, the expected synergies and other benefits that we believe will result from combining the operations of M&C with our operations.

Goodwill of $ 91.0 million related to the M&C acquisition was recorded, with $ 63.7 million and $ 27.3 million allocated to the International and Americas reportable segments, respectively.

This Goodwill is nondeductible for tax purposes.

Our results for the three and six months ended June 30, 2025, include strategic acquisition costs of $ 6.6 million and $ 8.1 million, respectively, including costs related to the M&C acquisition.

Our results for the three and six months ended June 30, 2024, include none and $ 0.2 million, respectively, of acquisition related costs.

These costs are reported in selling, general, and administrative expenses.

The operating results of this acquisition have been included in our unaudited condensed consolidated financial statements from the acquisition date through June 30, 2025.

Our results for the three and six months ended June 30, 2025, include sales and net loss of $ 10.8 million and $ 4.8 million, respectively, attributable to this acquisition.

The following unaudited pro forma information presents our combined results as if the M&C acquisition had occurred on January 1, 2024.

The unaudited pro forma financial information was prepared to give effect to events that are (1) directly attributable to the acquisition;

(2) factually supportable;

and (3) expected to have a continuing impact on the combined company's results.

There were no material transactions between MSA and M&C during the periods presented that are required to be eliminated in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information does not reflect any cost savings, operating synergies, or revenue enhancements that the combined companies may achieve as a result of the acquisition or the costs to integrate the operations or the costs necessary to achieve cost savings, operating synergies, or revenue enhancements.

Three Months Ended June 30, Six Months Ended June 30,

(In millions, except per share amounts) 2025 2024 2025 2024

Net sales $ 478.7 $ 476.5 $ 914.0 $ 903.5

Net income 63.4 74.1 124.8 134.0

Basic earnings per share 1.61 1.88 3.18 3.40

Diluted earnings per share 1.61 1.87 3.17 3.39

The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not intended to represent or be indicative of the combined results of operations or financial position that we would have reported had the acquisition been completed as of the date and for the periods presented, and should not be taken as representative of our unaudited condensed consolidated results of operations or financial condition following the acquisition.

In addition, the unaudited pro forma condensed combined financial information is not intended to project the future financial position or result of operations of the combined company.

The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting under existing U.S.

MSA has been treated as the acquirer.

Note 16— Pensions and Other Post-retirement Benefits

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(In thousands) 2025 2024 2025 2024

Three Months Ended March 31,

Three Months Ended June 30,

Service cost $ 2,007 $ 2,315 $ 31 $ 44

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Recognized net actuarial losses 197 282 163 115

Settlements 721 1,308 — —

Net periodic benefit (income) cost (a)

$ ( 3,069 ) $ ( 900 ) $ 470 $ 361

Six Months Ended June 30,

Service cost $ 4,001 $ 4,630 $ 62 $ 88

Interest cost 11,913 11,940 552 496

Expected return on plan assets ( 24,010 ) ( 21,624 ) — —

Amortization of prior service cost (credit) 64 74 — ( 92 )

Recognized net actuarial losses 394 564 326 230

Settlements 721 1,308

Net periodic benefit (income) cost (a)

$ ( 6,917 ) $ ( 3,108 ) $ 940 $ 722

(a) Components of Net periodic benefit (income) cost other than service cost are included in the line item Other income, net, and service costs are included in the line items Cost of products sold and Selling, general and administrative in the unaudited Condensed Consolidated Statements of Income.

We made contributions of $ 1.8 million and $ 1.3 million to our pension plans during the three months ended March 31, 2025, and 2024, respectively.

We made contributions of $ 3.7 million and $ 2.6 million to our pension plans during the six months ended June 30, 2025, and 2024, respectively.

We expect to make net contributions between $ 6 million and $ 8 million to our pension plans in 2025, which are primarily associated with statutorily required plans in the International reporting segment.

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GAAP criteria for hedge accounting but have the impact of partially offsetting certain of our foreign currency exposures.

We account for these forward contracts at fair value and report the related gains or losses in currency exchange losses, net, in the unaudited Condensed Consolidated Statements of Income.

The notional amount of open forward contracts was $ 150.7 million and $ 184.0 million at March 31, 2025, and December 31, 2024, respectively.

We account for these forward contracts at fair value and report the related gains or losses in currency exchange losses (gains), net, in the unaudited Condensed Consolidated Statements of Income.

The notional amount of open forward contracts was $ 107.8 million and $ 184.0 million at June 30, 2025, and December 31, 2024, respectively.

The following table presents the unaudited Condensed Consolidated Balance Sheets location and fair value of assets and liabilities associated with derivative financial instruments:

(In thousands) March 31, 2025 December 31, 2024

(In thousands) June 30, 2025 December 31, 2024

Derivatives not designated as hedging instruments:

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The following table presents the amount and classification of the (gain) loss associated with derivative financial instruments within the unaudited Condensed Consolidated Statements of Income and unaudited Condensed Consolidated Statements of Cash Flows:

Three Months Ended March 31,

Six Months Ended June 30,

(In thousands) 2025 2024

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Foreign exchange contracts:

currency exchange losses, net $ ( 2,634 ) $ 1,758

currency exchange (gains) losses, net $ ( 4,432 ) $ 3,659

Note 18— Fair Value Measurements

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With the exception of our fixed rate long-term debt, we believe that the reported carrying amounts of our financial assets and liabilities approximate their fair values.

The reported carrying amount of our fixed rate long-term debt was $ 297.3 million and $ 303.5 million at March 31, 2025, and December 31, 2024, respectively.

The fair value of this debt was $ 263.0 million and $ 266.4 million at March 31, 2025, and December 31, 2024, respectively.

The reported carrying amount of our fixed rate long-term debt was $ 300.3 million and $ 303.5 million at June 30, 2025, and December 31, 2024, respectively.

The fair value of this debt was $ 269.8 million and $ 266.4 million at June 30, 2025, and December 31, 2024, respectively.

The fair value of this debt was determined using Level 2 inputs by evaluating similarly rated companies with publicly traded bonds where available or current borrowing rates available for financings with similar terms and maturities.

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Cumulative trauma product liability claims involve alleged exposures to harmful substances (e.g., silica, asbestos and coal dust) that occurred years ago and may have developed over long periods of time into diseases such as silicosis, asbestosis, mesothelioma, or coal worker’s pneumoconiosis.

A former subsidiary of the Company, Mine Safety Appliances Company, LLC ("MSA LLC"), which was divested on January 5, 2023, under a membership interest purchase agreement (the "Purchase Agreement") with Sag Main Holdings LLC (the "Purchaser"), as further described in the Company’s Current Report on Form 8-K filed on January 6, 2023, has been named as a defendant in various lawsuits related to such claims.

A former subsidiary of the Company, MSA LLC, which was divested on January 5, 2023, under a membership interest purchase agreement (the "Purchase Agreement") with Sag Main Holdings LLC (the "Purchaser"), as further described in the Company’s Current Report on Form 8-K filed on January 6, 2023, has been named as a defendant in various lawsuits related to such claims.

These lawsuits mainly involve respiratory protection products allegedly manufactured and sold by MSA LLC or its predecessors.

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Globe is also pursuing insurance coverage and indemnification related to the lawsuits.

As of April 22, 2025, Globe was named as a defendant in 731 lawsuits comprised of 9,274 claims, predominantly styled as individual personal injury claims and including several putative class actions.

Certain of these lawsuits include MSA Safety Inc.

or other Globe affiliates as defendants.

As of July 23, 2025, Globe was named as a defendant in 835 lawsuits comprised of 10,808 claims, predominantly styled as individual personal injury claims and including several putative class actions.

Certain of these lawsuits include MSA Safety Incorporated or other Globe affiliates as defendants.

MSA LLC is also a defendant in a number of PFAS lawsuits predominantly relating to Aqueous Film-Forming Foam.

The purchaser assumed responsibility for these and any similar future claims specific to MSA LLC, including such claims that have been or may be brought against MSA Safety Inc.

or its subsidiaries, under the terms of the purchase agreement governing the Company's January 5, 2023, divestiture of MSA LLC.

The purchaser assumed responsibility for these and any similar future claims specific to MSA LLC, including such claims that have been or may be brought against MSA Safety Incorporated or its subsidiaries, under the terms of the purchase agreement governing the Company's January 5, 2023, divestiture of MSA LLC.

Further information about the transaction and the purchase agreement can be found in the Company’s Current Report on Form 8-K filed on January 6, 2023.

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The following table reconciles changes in the Company's accrued warranty reserve:

(In thousands) Three Months Ended March 31, 2025 Year Ended

(In thousands) Six Months Ended June 30, 2025 Year Ended

December 31, 2024

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Ending warranty reserve $ 12,791 $ 13,724

Warranty expense was $ 3.2 million and $ 2.1 million for the three months ended March 31, 2025, and 2024, respectively, and is included in Costs of products sold on the unaudited Condensed Consolidated Statements of Income.

Warranty expense was $ 6.5 million and $ 5.0 million for the six months ended June 30, 2025, and 2024, respectively, and is included in Costs of products sold on the unaudited Condensed Consolidated Statements of Income.

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