MSA Safety Inc 10-Q

Item 1. Financial Statements MSA SAFETY INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF INCOME Unaudited Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except per share values) 2025 2024 2025 2024 Net sales $ 468,445 $ 432,679 $ 1,363,900 $ 1,308,443 Cost of products sold 250,829 225,223 732,179 682,427 Gross profit 217,616 207,456 631,721 626,016 Selling, general and administrative 102,852 95,103 308,895 294,329 Research and development 16,521 16,707 49,186 49,695 Restructuring charges (Note 4) 58 1,184 2,470 5,744 Currency exchange losses, net 3,875 2,985 13,237 4,715 Operating income 94,310 91,477 257,933 271,533 Interest expense 8,416 9,153 23,368 29,556 Other income, net ( 6,562 ) ( 5,833 ) ( 18,585 ) ( 16,215 ) Total other expense, net 1,854 3,320 4,783 13,341 Income before income taxes 92,456 88,157 253,150 258,192 Provision for income taxes (Note 11) 22,843 21,509 61,159 61,171 Net income $ 69,613 $ 66,648 $ 191,991 $ 197,021 Earnings per share attributable to common shareholders (Note 10): Basic $ 1.78 $ 1.69 $ 4.89 $ 5.00 Diluted $ 1.77 $ 1.69 $ 4.87 $ 4.98 Dividends per common share $ 0.53 $ 0.51 $ 1.57 $ 1.49 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. -3- Table of Contents MSA SAFETY INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Unaudited Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2025 2024 2025 2024 Net income $ 69,613 $ 66,648 $ 191,991 $ 197,021 Other comprehensive (loss) gain, net of tax: Foreign currency translation adjustments (Note 7) ( 1,631 ) 21,329 65,049 1,834 Pension and post-retirement plan adjustments, net of tax (Note 7) 308 14 751 2,410 Reclassification of currency translation from accumulated other comprehensive loss into net income (Note 7) — — — ( 1,200 ) Total other comprehensive (loss) gain, net of tax ( 1,323 ) 21,343 65,800 3,044 Comprehensive income $ 68,290 $ 87,991 $ 257,791 $ 200,065 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. -4- Table of Contents MSA SAFETY INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS Unaudited (In thousands) September 30, 2025 December 31, 2024 Assets Cash and cash equivalents $ 169,998 $ 164,560 Trade receivables, less allowance for credit loss of $ 10,451 and $ 8,047 306,949 279,213 Inventories (Note 5) 355,493 296,796 Prepaid expenses and other current assets 62,328 62,461 Total current assets 894,768 803,030 Property, plant and equipment, net (Note 6) 278,481 211,865 Operating lease right-of-use assets, net 57,475 56,083 Prepaid pension cost (Note 16) 239,411 224,638 Deferred tax assets (Note 11) 31,125 26,180 Goodwill (Note 14) 732,224 620,895 Intangible assets, net (Note 14) 304,505 246,437 Other noncurrent assets 15,588 16,656 Total assets $ 2,553,577 $ 2,205,784 Liabilities Notes payable and current portion of long-term debt (Note 13) $ 8,209 $ 26,391 Accounts payable 119,872 108,163 Employees’ compensation 59,383 54,826 Other current liabilities 102,807 98,713 Total current liabilities 290,271 288,093 Long-term debt, net (Note 13) 620,374 481,622 Pensions and other employee benefits (Note 16) 151,596 134,251 Noncurrent operating lease liabilities 45,814 45,984 Deferred tax liabilities (Note 11) 133,200 107,691 Other noncurrent liabilities 9,932 4,824 Total liabilities $ 1,251,187 $ 1,062,465 Equity Preferred stock, 4.5 % cumulative, $ 50 par value (Note 8) $ 3,569 $ 3,569 Common stock, no par value (Note 8) 339,256 329,953 Treasury shares, at cost (Note 8) ( 444,589 ) ( 398,204 ) Accumulated other comprehensive loss (Note 7) ( 75,849 ) ( 141,649 ) Retained earnings 1,480,003 1,349,650 Total shareholders’ equity 1,302,390 1,143,319 Total liabilities and shareholders’ equity $ 2,553,577 $ 2,205,784 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. -5- Table of Contents MSA SAFETY INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Unaudited Nine Months Ended September 30, (In thousands) 2025 2024 Operating Activities Net income $ 191,991 $ 197,021 Depreciation and amortization 52,935 47,563 Stock-based compensation (Note 12) 11,350 13,446 Pension income (Note 16) ( 10,681 ) ( 5,316 ) Deferred income tax benefit (Note 11) ( 307 ) ( 1,928 ) Loss on asset dispositions, net 989 959 Pension contributions (Note 16) ( 5,656 ) ( 3,948 ) Currency exchange losses, net 13,237 4,715 Changes in: Trade receivables ( 7,878 ) 7,965 Inventories (Note 5) ( 23,082 ) ( 59,531 ) Accounts payable 5,466 17,309 Other current assets and liabilities 10,942 ( 34,186 ) Other noncurrent assets and liabilities 2,207 4,451 Cash Flow From Operating Activities 241,513 188,520 Investing Activities Acquisitions, net of cash acquired (Note 15) ( 187,774 ) — Capital expenditures ( 52,104 ) ( 39,814 ) Property disposals and other investing 19 90 Cash Flow Used in Investing Activities ( 239,859 ) ( 39,724 ) Financing Activities Proceeds from long-term debt (Note 13) 836,712 868,644 Payments on long-term debt (Note 13) ( 721,384 ) ( 919,647 ) Debt issuance costs ( 3,084 ) ( 200 ) Cash dividends paid ( 61,638 ) ( 58,670 ) Company stock purchases (Note 8) ( 50,025 ) ( 27,427 ) Exercise of stock options (Note 8) 511 494 Employee stock purchase plan (Note 8) 1,082 634 Cash Flow From (Used in) Financing Activities 2,174 ( 136,172 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash 2,002 ( 6,062 ) Change in cash, cash equivalents and restricted cash 5,830 6,562 Beginning cash, cash equivalents and restricted cash 165,097 148,408 Ending cash, cash equivalents and restricted cash $ 170,927 $ 154,970 Supplemental cash flow information: Cash and cash equivalents $ 169,998 $ 154,371 Restricted cash included in prepaid expenses and other current assets 929 599 Total cash, cash equivalents and restricted cash $ 170,927 $ 154,970 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. -6- Table of Contents MSA SAFETY INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN RETAINED EARNINGS AND ACCUMULATED OTHER COMPREHENSIVE LOSS Unaudited (In thousands, except per share values) Retained Earnings Accumulated Other Comprehensive (Loss) Balances June 30, 2024 $ 1,235,226 $ ( 147,548 ) Net income 66,648 — Foreign currency translation adjustments — 21,329 Pension and post-retirement plan adjustments, net of tax benefit of $ 374 — 14 Common dividends ($ 0.51 per share) ( 20,071 ) — Preferred dividends ($ 0.5625 per share) ( 10 ) — Balances September 30, 2024 $ 1,281,793 $ ( 126,205 ) Balances June 30, 2025 $ 1,431,147 $ ( 74,526 ) Net income 69,613 — Foreign currency translation adjustments — ( 1,631 ) Pension and post-retirement plan adjustments, net of tax benefit of $ 84 — 308 Common dividends ($ 0.53 per share) ( 20,747 ) — Preferred dividends ($ 0.5625 per share) ( 10 ) — Balances September 30, 2025 $ 1,480,003 $ ( 75,849 ) Balances December 31, 2023 $ 1,143,442 $ ( 129,249 ) Net income 197,021 — Foreign currency translation adjustments — 1,834 Pension and post-retirement plan adjustments, net of tax benefit of $ 628 — 2,410 Reclassification from accumulated other comprehensive loss into net income (Note 7) — ( 1,200 ) Common dividends ($ 1.49 per share) ( 58,640 ) — Preferred dividends ($ 1.6875 per share) ( 30 ) — Balances September 30, 2024 $ 1,281,793 $ ( 126,205 ) Balances December 31, 2024 $ 1,349,650 $ ( 141,649 ) Net income 191,991 — Foreign currency translation adjustments — 65,049 Pension and post-retirement plan adjustments, net of tax benefit of $ 425 — 751 Common dividends ($ 1.57 per share) ( 61,608 ) — Preferred dividends ($ 1.6875 per share) ( 30 ) — Balances September 30, 2025 $ 1,480,003 $ ( 75,849 ) The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. -7- Table of Contents MSA SAFETY INCORPORATED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Unaudited Note 1— Basis of Presentation The condensed consolidated financial statements of MSA Safety Incorporated and its subsidiaries ("MSA" or "the Company") are unaudited. These unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary by management to fairly state the Company's results. Intercompany accounts and transactions have been eliminated. The results reported in these unaudited condensed consolidated financial statements are not necessarily indicative of the results that may be expected for the entire year. The December 31, 2024, Balance Sheet data was derived from the audited Consolidated Balance Sheets, but does not include all disclosures required by accounting principles generally accepted in the United States of America ("U.S. GAAP"). 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. GAAP. In December 2023, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2023-09 (“ASU 2023-09”), Improvements to Income Tax Disclosures . ASU 2023-09 requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. This standard also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for public business entities, for annual periods beginning after December 15, 2024. With the exception of expanding disclosures, we do not expect the adoption of ASU 2023-09 to have a material effect on our consolidated financial statements taken as a whole. In November 2024, the FASB issued ASU No. 2024-03 (“ASU 2024-03”), Disaggregation of Income Statement Expenses (“DISE”) . ASU 2024-03 requires disaggregated disclosure of income statement expenses for public business entities. ASU 2024-03 does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. As revised by ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures , the provisions of ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. With the exception of expanding disclosures to include more granular income statement expense categories, we do not expect the adoption of ASU 2024-03 to have a material effect on our consolidated financial statements taken as a whole. In September 2025, the FASB issued ASU No. 2025-06 (“ASU 2025-06”), Targeted Improvements to the Accounting for Internal-Use Software . ASU 2025-06 amends certain aspects of the accounting for a disclosure of software costs under ASC 350-40. ASU 2025-06 makes targeted improvements to ASC 350-40, but does not fully align the framework for accounting for internally developed software costs that are subject to ASC 350-40 with the framework applied to software to be sold or marketed externally that is subject to ASC 985-20. ASU 2025-06 also does not amend the guidance on costs of software licenses that are within the scope of ASC 985-20. ASU 2025-06’s amendments are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. The Company is still evaluating the impact that the adoption of ASU 2025-06 will have on the condensed consolidated financial statements. Note 2— Revenue Recognition We generate revenue primarily from manufacturing and selling a comprehensive line of safety products and solutions to protect the health and safety of workers and facility infrastructures around the world. Our customers generally fall into two categories: distributors or end-users. All customer categories have similar nature, timing and uncertainty related to cash flows. As a result, the underlying principles of revenue recognition are identical for both categories of customers. We account for revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue from the sale of products and solutions is recognized when there is persuasive evidence of an arrangement and control passes to the customer, which generally occurs either when product is shipped to the customer or, in the case of certain customers, when product is delivered to the customer's site. We establish our shipping terms according to local practice and market characteristics. We do not ship product unless we have an order or other documentation authorizing shipment to our customers. Our payment terms vary by the type and location of our customer and the products and solutions offered; however, in most cases, the term between invoicing and when payment is due is not significant. -8- Table of Contents Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Amounts billed and due from our customers are classified as receivables on the unaudited Condensed Consolidated Balance Sheets. 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. Variable consideration could include volume incentive rebates and performance guarantees. Rebates are based on achieving a certain level of purchases and other performance criteria that are documented in established distributor programs. These rebates are estimated based on projected sales to the customer and accrued as a reduction of net sales as they are earned by the customer. Sales, value-added and other taxes collected with revenue-producing activities and remitted to governmental authorities are excluded from revenue. Depending on the terms of the arrangement, we may defer revenue for which we have a future obligation, which may include leases where the Company is the lessor, training, extended warranty, software subscriptions, maintenance and technical services, until such time that the obligation has been satisfied. We use an observable price, or a cost plus margin approach when one is not available, to determine the stand-alone selling price for separate performance obligations. We have elected to recognize the cost for shipping and handling as an expense when control of the product has passed to the customer. These costs are included within the Cost of products sold line on the unaudited Condensed Consolidated Statements of Income. Amounts billed to customers for shipping and handling are included within the Net sales line on the unaudited Condensed Consolidated Statements of Income. Performance Obligations The Company recognizes revenue when performance obligations identified under the terms of the contract with its customers are satisfied, which generally occurs upon the transfer of control in accordance with the contractual terms and conditions of sale. For most contracts with customers, this results in point-in-time revenue recognition once contractual shipping terms are fulfilled. Disaggregation of Revenue Refer to Note 9—Segment Information for disaggregation of revenue by segment and product category, as we believe this best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. Lessor Arrangements The Company derives a portion of its revenue from various leasing contracts where the Company is the lessor, primarily managed fire service contracts. Such arrangements provide for recurring payments throughout the contract term. These payments cover equipment provided in addition to several services which include maintenance and interest. Managed fire service contracts meet the criteria to be accounted for as sales-type leases. Under ASC 842, Leases , these contracts contain both lease and non-lease components. For a component to be separate, the customer would be able to benefit from the right of use of the component separately or with other resources readily available to the customer and the right of the use is not highly dependent or highly interrelated with the other rights to use the other underlying assets or components. For managed fire service contracts, revenue from equipment provided is considered a lease component and recognized with point in time revenue recognition upon lease commencement. Upon the recognition of such revenue, an asset is established for the investment in sales-type leases. Maintenance revenue, which is considered a non-lease component, and interest are recognized monthly over the lease term. As of September 30, 2025, remaining maintenance performance obligations for managed fire service contracts were $ 30.9 million, which are expected to be recognized to revenue over approximately three 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 September 30, 2025, or 2024. Practical Expedients and Exemptions We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. We do not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. -9- Table of Contents We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general and administrative expenses in our Consolidated Statements of Income. Note 3— Cash and Cash Equivalents Several of the Company's subsidiaries participate in a notional cash pooling arrangement to manage global liquidity requirements. As part of a master netting arrangement, the participants combine their cash balances in pooling accounts at the same financial institution with the ability to offset bank overdrafts of one participant against positive cash account balances held by another participant. Under the terms of the master netting arrangement, the financial institution has the right, ability and intent to offset a positive balance in one account against an overdrawn amount in another account. Amounts in each of the accounts are unencumbered and unrestricted with respect to use. As such, the net cash balance related to this pooling arrangement is included in Cash and cash equivalents in the unaudited Condensed Consolidated Balance Sheets. The Company's net cash pool position consisted of the following: (In thousands) September 30, 2025 Gross cash pool position $ 57,992 Less: cash pool borrowings ( 55,619 ) Net cash pool position $ 2,373 Note 4— Restructuring Charges During the three and nine months ended September 30, 2025, we recorded nominal and $ 2.5 million of restructuring charges. Americas segment restructuring charges of $ 0.5 million during the nine months ended September 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 nine months ended September 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 $ 1.0 million during the nine months ended September 30, 2025, were related to initiatives to right-size the organization in response to macroeconomic conditions. During the three and nine months ended September 30, 2024, we recorded restructuring charges of $ 1.2 million and $ 5.7 million. Americas segment restructuring charges of $ 1.3 million during the nine months ended September 30, 2024, were related to manufacturing footprint optimization activities. International segment restructuring charges of $ 3.2 million during the nine months ended September 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 $ 1.2 million during the nine months ended September 30, 2024, were related to management restructuring. Restructuring reserves are included in Other current liabilities in the accompanying unaudited Condensed Consolidated Balance Sheets. Activity and reserve balances for restructuring by segment were as follows: (In millions) Americas International Corporate Total Reserve balances at December 31, 2023 $ 0.8 $ 9.0 $ — $ 9.8 Restructuring charges 1.6 3.5 1.3 6.4 Currency translation ( 0.1 ) ( 0.3 ) — ( 0.4 ) Cash payments / utilization ( 2.1 ) ( 9.0 ) ( 1.3 ) ( 12.4 ) Reserve balances at December 31, 2024 $ 0.2 $ 3.2 $ — $ 3.4 Restructuring charges 0.5 1.0 1.0 2.5 Currency translation — 0.4 — 0.4 Cash payments ( 0.4 ) ( 2.2 ) ( 1.0 ) ( 3.6 ) Reserve balances at September 30, 2025 $ 0.3 $ 2.4 $ — $ 2.7 -10- Table of Contents Note 5— Inventories The following table sets forth the components of inventory: (In thousands) September 30, 2025 December 31, 2024 Finished products $ 113,633 $ 93,356 Work in process 19,334 13,413 Raw materials and supplies 222,526 190,027 Total inventories $ 355,493 $ 296,796 Note 6— Property, Plant and Equipment The following table sets forth the components of property, plant and equipment, net: (In thousands) September 30, 2025 December 31, 2024 Land $ 9,547 $ 4,235 Buildings 202,319 142,605 Machinery and equipment 555,407 512,894 Construction in progress 27,343 25,451 Total 794,616 685,185 Less: accumulated depreciation ( 516,135 ) ( 473,320 ) Property, plant and equipment, net $ 278,481 $ 211,865 Note 7— Reclassifications Out of Accumulated Other Comprehensive Loss Changes in accumulated other comprehensive loss were as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2025 2024 2025 2024 Pension and other post-retirement benefits (a) Balance at beginning of period $ ( 10,947 ) $ ( 40,256 ) $ ( 11,390 ) $ ( 42,652 ) Amounts reclassified from accumulated other comprehensive loss into net income: Amortization of prior service cost (credit) (Note 16) 32 ( 9 ) 96 ( 27 ) Recognized net actuarial losses (Note 16) 360 397 1,080 3,065 Tax benefit ( 84 ) ( 374 ) ( 425 ) ( 628 ) Total amount reclassified from accumulated other comprehensive loss, net of tax, into net income 308 14 751 2,410 Balance at end of period $ ( 10,639 ) $ ( 40,242 ) $ ( 10,639 ) $ ( 40,242 ) Foreign currency translation Balance at beginning of period $ ( 63,579 ) $ ( 107,292 ) $ ( 130,259 ) $ ( 86,597 ) Reclassification from accumulated other comprehensive loss into net income (b) — — — ( 1,200 ) Foreign currency translation adjustments ( 1,631 ) 21,329 65,049 1,834 Balance at end of period $ ( 65,210 ) $ ( 85,963 ) $ ( 65,210 ) $ ( 85,963 ) (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, net, within the unaudited Condensed Consolidated Statements of Income. -11- Table of Contents 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 September 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 nine months ended September 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 September 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 September 30, 2025, and December 31, 2024. No new shares were issued during the nine months ended September 30, 2025, or 2024. There were 39,152,061 and 39,260,080 shares outstanding at September 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. The stock repurchase program has no expiration date. 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 nine months ended September 30, 2025, and 2024, the Company repurchased 248,768 and 108,917 shares, respectively, under this and the prior stock repurchase program. There were 22,929,330 and 22,821,311 treasury shares at September 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 202,502 and 141,618 Treasury shares issued for these purposes during the nine months ended September 30, 2025, and 2024, respectively. Common stock activity is summarized as follows: Three Months Ended September 30, 2025 Three Months Ended September 30, 2024 (In thousands) Common Stock Treasury Cost (a) Common Stock Treasury Cost (a) Balance at beginning of period $ 336,175 $ ( 442,123 ) $ 320,556 $ ( 376,556 ) Stock compensation expense 3,351 — 4,217 — Restricted and performance stock awards ( 278 ) 278 ( 275 ) 275 Stock options exercised 8 6 111 57 Treasury shares purchased for stock compensation programs — ( 1,150 ) — ( 571 ) Share repurchase program — — — ( 10,027 ) Balance at end of period $ 339,256 $ ( 442,989 ) $ 324,609 $ ( 386,822 ) (a) Excludes treasury cost related to preferred stock. Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024 (In thousands) Common Stock Treasury Cost (a) Common Stock Treasury Cost (a) Balance at beginning of period $ 329,953 $ ( 396,604 ) $ 312,324 $ ( 361,684 ) Stock compensation expense 11,350 — 13,446 — Restricted and performance stock awards ( 3,285 ) 3,285 ( 2,058 ) 2,058 Stock options exercised 303 208 323 171 Treasury shares purchased for stock compensation programs — ( 10,030 ) — ( 7,400 ) Employee stock purchase program 935 147 574 60 Share repurchase program — ( 39,995 ) — ( 20,027 ) Balance at end of period $ 339,256 $ ( 442,989 ) $ 324,609 $ ( 386,822 ) (a) Excludes treasury cost related to preferred stock. -12- Table of Contents Note 9— Segment Information The Company is organized into four geographical operating segments that are based on management responsibilities: Northern North America; Latin America; Europe, Middle East & Africa; and Asia Pacific. The operating segments have been aggregated (based on economic similarities, the nature of their products and solutions, end-user markets and methods of distribution) into three reportable segments: Americas, International, and Corporate. The Americas segment is comprised of our operations in Northern North America and Latin America geographies. The International segment is comprised of our operations in all geographies outside of the Americas. Certain global expenses are allocated to each segment in a manner consistent with where the benefits from the expenses are derived. The Company's sales are allocated to each segment based primarily on the country destination of the end-customer. The Company adopted ASU No. 2023-07 (“ASU 2023-07”), Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures for the year ended December 31, 2024, and applied it retrospectively for all prior periods presented. Adjusted operating income (loss) is the measure used by the chief operating decision maker, identified as our President and Chief Executive Officer, to evaluate segment performance and identify opportunities when allocating resources. Adjusted operating income (loss) is defined as operating income excluding restructuring charges, currency exchange gains (losses), transaction costs and acquisition-related amortization. The accounting principles applied at the operating segment level in determining the segment measure of profit or loss are the same as those applied at the unaudited condensed consolidated financial statement level. Sales and transfers between operating segments are accounted for at market-based transaction prices and are eliminated in consolidation. -13- Table of Contents Reportable segment information is presented in the following table: (In thousands) Americas International Corporate Reconciling Items (a) Consolidated Totals Three Months Ended September 30, 2025 Net sales to external customers $ 313,350 $ 155,095 $ — $ 468,445 Less: Cost of products sold 160,068 87,166 — — Selling, general and administrative 54,876 36,300 9,773 — Research and development 9,726 6,795 — — Adjusted operating income (loss) 88,680 24,834 ( 9,773 ) — 103,741 Noncash items: Depreciation and amortization 11,942 6,423 220 — 18,585 Pension (income) expense ( 4,695 ) 931 — — ( 3,764 ) Total Assets 1,587,038 958,479 10,407 ( 2,347 ) 2,553,577 Capital expenditures 6,873 4,831 282 — 11,986 Three Months Ended September 30, 2024 Net sales to external customers $ 299,497 $ 133,182 $ — $ 432,679 Less: Cost of products sold 147,189 75,788 ( 23 ) — Selling, general and administrative 50,494 32,505 12,104 — Research and development 9,992 6,715 — — Adjusted operating income (loss) 91,822 18,174 ( 12,081 ) — 97,915 Noncash items: Depreciation and amortization 11,314 4,416 229 — 15,959 Pension (income) expense ( 3,258 ) 1,050 — — ( 2,208 ) Total Assets 1,478,150 763,927 172 ( 322 ) 2,241,927 Capital expenditures 8,342 5,496 416 — 14,254 (a) Reconciling items consist primarily of intercompany eliminations and items not directly attributable to operating segments. -14- Table of Contents (In thousands) Americas International Corporate Reconciling Items (a) Consolidated Totals Nine Months Ended September 30, 2025 Net sales to external customers $ 926,649 $ 437,251 $ — $ 1,363,900 Less: Cost of products sold 475,751 247,395 — — Selling, general and administrative 161,039 106,136 31,718 — Research and development 29,165 20,021 — — Adjusted operating income (loss) 260,694 63,699 ( 31,718 ) — 292,675 Noncash items: Depreciation and amortization 35,415 16,541 979 — 52,935 Pension (income) expense ( 13,364 ) 2,683 — — ( 10,681 ) Total Assets 1,587,038 958,479 10,407 ( 2,347 ) 2,553,577 Capital expenditures 23,228 8,830 20,046 — 52,104 Nine Months Ended September 30, 2024 Net sales to external customers $ 909,745 $ 398,698 $ — $ 1,308,443 Less: Cost of products sold 448,359 227,233 ( 55 ) — Selling, general and administrative 155,144 95,544 38,408 — Research and development 29,719 19,977 — — Adjusted operating income (loss) 276,523 55,944 ( 38,353 ) — 294,114 Noncash items: Depreciation and amortization 34,146 12,766 651 — 47,563 Pension (income) expense ( 8,466 ) 3,150 — — ( 5,316 ) Total Assets 1,478,150 763,927 172 ( 322 ) 2,241,927 Capital expenditures 21,828 15,570 2,416 — 39,814 (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 September 30, Nine Months Ended September 30, (In thousands) 2025 2024 2025 2024 Adjusted operating income $ 103,741 $ 97,915 $ 292,675 $ 294,114 Less: Currency exchange losses, net 3,875 2,985 13,237 4,715 Restructuring charges (Note 4) 58 1,184 2,470 5,744 Interest expense 8,416 9,153 23,368 29,556 Other income, net ( 6,562 ) ( 5,833 ) ( 18,585 ) ( 16,215 ) Acquisition-related amortization 3,595 2,269 9,033 6,888 Transaction costs (a) 1,903 — 10,002 234 Net cost for product-related legal matter — — — 5,000 Income before income taxes $ 92,456 $ 88,157 $ 253,150 $ 258,192 (a) Transaction costs include advisory, legal, accounting, valuation, and other professional or consulting fees incurred in connection with acquisitions and divestitures. These costs are included in Selling, general and administrative expense in the unaudited Condensed Consolidated Statements of Income. -15- Table of Contents Total sales by product group was as follows: Three Months Ended September 30, 2025 Consolidated Americas International (In thousands, except percentages) Dollars Percent Dollars Percent Dollars Percent Detection (a) $ 191,188 41 % $ 124,111 40 % $ 67,077 43 % Fire Service (b) 158,654 34 % 109,497 35 % 49,157 32 % Industrial PPE and Other (c) 118,603 25 % 79,742 25 % 38,861 25 % Total $ 468,445 100 % $ 313,350 100 % $ 155,095 100 % Three Months Ended September 30, 2024 Consolidated Americas International (In thousands, except percentages) Dollars Percent Dollars Percent Dollars Percent Detection (a) $ 163,150 38 % $ 110,459 37 % $ 52,691 40 % Fire Service (b) 160,515 37 % 111,992 37 % 48,523 36 % Industrial PPE and Other (c) 109,014 25 % 77,046 26 % 31,968 24 % Total $ 432,679 100 % $ 299,497 100 % $ 133,182 100 % Nine Months Ended September 30, 2025 Consolidated Americas International (In thousands, except percentages) Dollars Percent Dollars Percent Dollars Percent Detection (a) $ 546,094 40 % $ 361,176 39 % $ 184,918 42 % Fire Service (b) 472,576 35 % 326,220 35 % 146,356 33 % Industrial PPE and Other (c) 345,230 25 % 239,253 26 % 105,977 25 % Total $ 1,363,900 100 % $ 926,649 100 % $ 437,251 100 % Nine Months Ended September 30, 2024 Consolidated Americas International (In thousands, except percentages) Dollars Percent Dollars Percent Dollars Percent Detection (a) $ 473,214 36 % $ 318,159 35 % $ 155,055 39 % Fire Service (b) 496,478 38 % 352,730 39 % 143,748 36 % Industrial PPE and Other (c) 338,751 26 % 238,856 26 % 99,895 25 % Total $ 1,308,443 100 % $ 909,745 100 % $ 398,698 100 % (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. (c) Industrial PPE and Other includes Industrial Head Protection, Fall Protection and Non-Core. -16- Table of Contents Note 10— Earnings per Share Basic earnings per share is computed by dividing net income, after the deduction of preferred stock dividends and undistributed earnings allocated to participating securities, by the weighted average number of common shares outstanding during the period. Diluted earnings per share assumes the issuance of common stock for all potentially dilutive share equivalents outstanding not classified as participating securities. Participating securities are defined as unvested stock-based compensation awards that contain nonforfeitable rights to dividends. Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except per share values) 2025 2024 2025 2024 Net income $ 69,613 $ 66,648 $ 191,991 $ 197,021 Preferred stock dividends ( 10 ) ( 10 ) ( 30 ) ( 30 ) Net income attributable to common equity 69,603 66,638 191,961 196,991 Dividends and undistributed earnings allocated to participating securities ( 6 ) ( 6 ) ( 18 ) ( 19 ) Net income attributable to common shareholders 69,597 66,632 191,943 196,972 Basic weighted-average shares outstanding 39,168 39,362 39,253 39,370 Stock-based compensation awards 112 133 127 160 Diluted weighted-average shares outstanding 39,280 39,495 39,380 39,530 Antidilutive shares — — — — Earnings per share: Basic $ 1.78 $ 1.69 $ 4.89 $ 5.00 Diluted $ 1.77 $ 1.69 $ 4.87 $ 4.98 Note 11— Income Taxes The Company's effective tax rate for the three months ended September 30, 2025, was 24.7 %, which differs from the United States of America ("U.S.") federal statutory rate of 21% primarily due to state income taxes and discrete expense booked in the third quarter of 2025 related to the filing of prior period tax returns. The Company's effective tax rate for the three months ended September 30, 2024, was 24.4 %, 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 nine months ended September 30, 2025, was 24.2 %, 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 nine months ended September 30, 2024, was 23.7 %, which differs from the U.S. federal statutory rate of 21% primarily due to state income taxes and nondeductible executive compensation. At September 30, 2025, the Company had a gross liability for unrecognized tax benefits of $ 5.0 million. The Company has recognized tax benefits associated with these liabilities of $ 1.5 million at September 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 September 30, 2025. We are subject to regular review and audit by both foreign and domestic tax authorities. While we believe our tax positions will be sustained, the final outcome of tax audits and related litigation may differ materially from the tax amounts recorded in our unaudited condensed consolidated financial statements. On July 4, 2025, the United States enacted into law the One, Big, Beautiful Bill Act ("the Act"). The Act makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. The Act has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company is currently assessing the impact of these provisions on our consolidated financial statements and currently do not expect a material impact. -17- Table of Contents Note 12— Stock Plans 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, in the case of the 2024 Non-Employee Directors’ Equity Incentive Plan, 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 is considered a compensatory plan. The discount is recorded as a component of selling, general and administrative expense in the Company's unaudited Condensed 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 September 30, Nine Months Ended September 30, (In thousands) 2025 2024 2025 2024 Stock compensation expense $ 3,351 $ 4,217 $ 11,350 $ 13,446 Income tax benefit 827 1,033 2,803 3,294 Stock compensation expense, net of tax $ 2,524 $ 3,184 $ 8,547 $ 10,152 We have not capitalized any stock-based compensation expense. A summary of stock option activity for the nine months ended September 30, 2025, is as follows: Shares Weighted Average Exercise Price Outstanding at January 1, 2025 15,018 $ 45.10 Exercised ( 11,473 ) 44.50 Outstanding and exercisable at September 30, 2025 3,545 $ 47.04 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 nine months ended September 30, 2025, is as follows: Shares Weighted Average Grant Date Fair Value Unvested at January 1, 2025 179,584 $ 150.39 Granted 72,009 160.31 Vested ( 64,349 ) 139.49 Forfeited ( 13,261 ) 155.16 Unvested at September 30, 2025 173,983 $ 158.17 Performance stock units that have a market condition modifier are valued at an estimated fair value using a Monte Carlo model. The final number of shares to be issued for performance stock units granted in the first quarter of 2025 may range from 0 % to 200 % of the target award based on achieving the specified performance targets over the performance period and further range based upon the achieved market metric over the performance period. The following weighted average assumptions were used in estimating the fair value of the performance stock units granted in the first quarter of 2025: Fair value per unit $ 160.54 Risk-free interest rate 4.28 % Expected dividend yield 1.14 % Expected volatility 25.3 % MSA stock beta 0.744 -18- Table of Contents The risk-free interest rate is based on the U.S. Treasury Constant Maturity rates as of the grant date converted into an implied spot rate yield curve. Expected dividend yield is based on the most recent annualized dividend divided by the one-year average closing share price. Expected volatility is based on the three-year historical volatility preceding the grant date using daily stock prices. Expected life is based on historical stock option exercise data. A summary of performance stock unit activity for the nine months ended September 30, 2025, is as follows: Shares Weighted Average Grant Date Fair Value Unvested at January 1, 2025 161,996 $ 146.50 Granted 63,964 161.96 Performance adjustments (a) 64,457 143.49 Vested ( 118,605 ) 143.47 Forfeited ( 19,990 ) 156.59 Unvested at September 30, 2025 151,822 $ 152.77 (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) September 30, 2025 December 31, 2024 2016 Senior Notes payable through 2031, 3.40 %, net of debt issuance costs $ 49,182 $ 53,400 2021 Senior Notes payable through 2036, 2.69 %, net of debt issuance costs 99,770 99,754 2021 Senior Notes payable through 2036, 2.69 %, net of debt issuance costs 99,770 99,754 Senior revolving credit facility maturing in 2030, net of debt issuance costs 329,898 — 2023 Term Loan credit agreement maturing in 2026, net of debt issuance costs — 205,152 2023 Senior Notes payable through 2028, 5.25 %, net of debt issuance costs 49,963 49,953 Total 628,583 508,013 Amounts due within one year 8,209 26,391 Long-term debt, net of debt issuance costs $ 620,374 $ 481,622 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) 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 4.96 % as of September 30, 2025. At September 30, 2025, $ 965.3 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 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. -19- Table of Contents On July 1, 2024, the Company entered into Amendment No. 3 to the Third Amended and Restated Multi-Currency Note Purchase and Private Shelf Agreement (the “Prudential Note Agreement”) with PGIM, Inc. (“Prudential”). 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 September 30, 2025, the Company has outstanding £ 36.6 million (approximately $ 49.3 million at September 30, 2025) of 3.4 % Series B Senior Notes due January 22, 2031. Remaining maturities of this note are £ 6.1 million (approximately $ 8.2 million at September 30, 2025) due annually through January 2031. On July 1, 2024, the Company entered into Amendment No. 3 to the Second Amended and Restated Master Note Facility (the “NYL Note Facility”) with NYL Investors. The NYL Note Facility provided for (i) the issuance of $ 100.0 million of 2.69 % Series A Senior Notes due July 1, 2036, and (ii) the establishment of an uncommitted note issuance facility whereby the Company may request, subject to NYL Investors’ acceptance in its sole discretion, the issuance of up to $ 200.0 million aggregate principal amount of senior unsecured notes. Coincident with the amendment to the Revolving Credit Facility on April 1, 2025, the Company entered into Amendment No. 4 to the Prudential Note Agreement and Amendment No. 4 to the NYL Note Facility, in each case to conform to the changes made in the Amended Revolving Credit Facility. On June 29, 2023, the Company issued $ 50 million of 5.25 % Series B Senior Notes due July 1, 2028, pursuant to the NYL Note Facility (the "Notes"). The Notes bear interest at 5.25 % per annum, payable semi-annually, and mature on July 1, 2028. The Notes provide for a principal payment of $ 25 million on July 1, 2027, with the remaining $ 25 million due on July 1, 2028. The Notes may be redeemed at the Company’s option prior to their maturity at a make-whole redemption price calculated as provided in the NYL Note Facility. The proceeds of the Notes were used on June 29, 2023, to pay down an equivalent amount of borrowings under the Company’s Revolving Credit Facility with PNC Bank, National Association, as Administrative Agent. The Revolving Credit Facility, Prudential Note Agreement and NYL Note Facility require the Company to comply with specified financial covenants, including a requirement to maintain a minimum fixed charges coverage ratio of not less than 1.50 to 1.00 and a consolidated leverage ratio not to exceed 3.50 to 1.00; except during an acquisition period, defined as four consecutive fiscal quarters beginning with the quarter of acquisition, in which case the consolidated net leverage ratio shall not exceed 4.00 to 1.00; in each case calculated on the basis of the trailing four fiscal quarters. 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 September 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 September 30, 2025, totaling $ 10.4 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 September 30, 2025, the Company has $ 0.9 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 $ 189 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 nine months ended September 30, 2025, were as follows: (In thousands) Goodwill Balance at January 1, 2025 $ 620,895 Additions and measurement period adjustments (Note 15) 92,568 Currency translation 18,761 Balance at September 30, 2025 $ 732,224 -20- Table of Contents At September 30, 2025, goodwill of $ 481.4 million and $ 250.8 million related to the Americas and International reportable segments, respectively. Changes in intangible assets, net, during the nine months ended September 30, 2025, were as follows: (In thousands) Intangible Assets Net balance at January 1, 2025 $ 246,437 Additions 66,568 Amortization expense ( 15,186 ) Currency translation 6,686 Net balance at September 30, 2025 $ 304,505 At September 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 $ 189 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 ) $ 39.2 Property, plant and equipment and other noncurrent assets 48.4 Customer relationships and other intangible assets 66.6 Goodwill 92.6 Total assets acquired $ 246.8 Deferred tax liability $ ( 24.7 ) Other liabilities ( 22.8 ) Total liabilities assumed $ ( 47.5 ) Net assets acquired $ 199.3 As of September 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 review of tax balances and liabilities assumed. -21- Table of Contents 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. 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 $ 1 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 $ 92.6 million related to the M&C acquisition was recorded, with $ 58.9 million and $ 33.7 million allocated to the International and Americas reportable segments, respectively. This Goodwill is nondeductible for tax purposes. Our results for the three and nine months ended September 30, 2025 include strategic acquisition costs of $ 1.9 million and $ 10.0 million, respectively, including costs related to the M&C acquisition. Our results for the three and nine months ended September 30, 2024, include none and $ 0.2 million, respectively, of strategic acquisition 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 September 30, 2025. Our results for the three months ended September 30, 2025, include sales and net income of $ 15.3 million and $ 0.1 million, respectively, attributable to this acquisition. Our results for the nine months ended September 30, 2025 include sales and net loss of $ 26.2 million and $ 4.6 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 September 30, 2024 Nine Months Ended September 30, (In millions, except per share amounts) 2025 2024 Net sales $ 445.4 $ 1,382.4 $ 1,348.9 Net income 68.3 194.4 202.4 Basic earnings per share 1.74 4.95 5.14 Diluted earnings per share 1.73 4.94 5.12 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. GAAP. MSA has been treated as the acquirer. -22- Table of Contents Note 16— Pensions and Other Post-retirement Benefits Components of Net periodic benefit (income) cost consisted of the following: Pension Benefits Other Benefits (In thousands) 2025 2024 2025 2024 Three Months Ended September 30, Service cost $ 2,013 $ 2,315 $ 31 $ 44 Interest cost 5,999 5,970 276 248 Expected return on plan assets ( 12,005 ) ( 10,812 ) — — Amortization of prior service cost (credit) 32 37 — ( 46 ) Recognized net actuarial losses 197 282 163 115 Net periodic benefit (income) cost (a) $ ( 3,764 ) $ ( 2,208 ) $ 470 $ 361 Nine Months Ended September 30, Service cost $ 6,014 $ 6,945 $ 93 $ 132 Interest cost 17,912 17,910 828 744 Expected return on plan assets ( 36,015 ) ( 32,436 ) — — Amortization of prior service cost (credit) 96 111 — ( 138 ) Recognized net actuarial losses 591 846 489 345 Settlements 721 1,308 — — Net periodic benefit (income) cost (a) $ ( 10,681 ) $ ( 5,316 ) $ 1,410 $ 1,083 (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 $ 5.7 million and $ 3.9 million to our pension plans during the nine months ended September 30, 2025, and 2024, respectively. We expect to make net contributions between $ 7 million and $ 8 million to our pension plans in 2025, which are primarily associated with statutorily required plans in the International reporting segment. Note 17— Derivative Financial Instruments As part of our currency exchange rate risk management strategy, we enter into certain derivative foreign currency forward contracts that do not meet the U.S. 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 $ 114.8 million and $ 184.0 million at September 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) September 30, 2025 December 31, 2024 Derivatives not designated as hedging instruments: Foreign exchange contracts: prepaid expenses and other current assets $ 802 $ 175 Foreign exchange contracts: other current liabilities 547 1,111 -23- Table of Contents The following table presents the amount and classification of the (gains) losses associated with derivative financial instruments within the unaudited Condensed Consolidated Statements of Income and unaudited Condensed Consolidated Statements of Cash Flows: Nine Months Ended September 30, (In thousands) 2025 2024 Derivatives not designated as hedging instruments: Foreign exchange contracts: currency exchange losses, net $ ( 4,958 ) $ 1,683 Note 18— Fair Value Measurements 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. The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are: • Level 1—Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets. • Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3—Unobservable inputs for the asset or liability. The valuation methodologies we used to measure financial assets and liabilities are also used to value the derivative financial instruments described in Note 17—Derivative Financial Instruments. We estimate the fair value of the derivative financial instruments, consisting of foreign currency forward contracts, based upon valuation models with inputs that generally can be verified by observable market conditions and do not involve significant management judgment. Accordingly, the fair values of the derivative financial instruments are classified within Level 2 of the fair value hierarchy. 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 $ 299.3 million and $ 303.5 million at September 30, 2025, and December 31, 2024, respectively. The fair value of this debt was $ 271.5 million and $ 266.4 million at September 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. Note 19— Commitments and Contingencies Product liability The Company and its subsidiaries face an inherent business risk of exposure to product liability claims arising from the alleged failure of our products to prevent the types of personal injury or death against which they are designed to protect. Single incident product liability claims. Single incident product liability claims involve incidents of short duration that are typically known when they occur and involve observable injuries, which provide an objective basis for quantifying damages. Management has established reserves for the single incident product liability claims of the Company's various subsidiaries, including asserted single incident product liability claims and incurred but not reported ("IBNR") single incident claims. To determine the reserves, Management makes reasonable estimates of losses for single incident claims based on the number and characteristics of asserted claims, historical experience, sales volumes, expected settlement costs, and other relevant information. Cumulative trauma product liability claims. 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, 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. -24- Table of Contents As MSA LLC was the obligor for the claims to which the Company's legacy cumulative trauma product liability reserves relate and policyholder of the related insurance assets, the rights and obligations related to these items remained with MSA LLC when it transferred to the Purchaser's ownership pursuant to the Purchase Agreement. In addition, pursuant to the Purchase Agreement, the Purchaser and MSA LLC have agreed to indemnify the Company and its affiliates for legacy cumulative trauma product liabilities and other product liabilities, and a subsidiary of the Company has agreed to indemnify MSA LLC for all other historical liabilities of MSA LLC. This indemnification is not subject to any cap or time limitation. In connection with the sale, the Company and its Board of Directors received a solvency opinion from an independent advisory firm that MSA LLC was solvent and adequately capitalized after giving effect to the transaction. Other Litigation Globe, a subsidiary of the Company, is defending claims in which plaintiffs assert that certain products allegedly containing per- and polyfluoroalkyl substances (“PFAS”) have caused harm, including injury or health issues. PFAS are a large class of substances that are widely used in everyday products. Specifically, Globe builds firefighter turnout gear from technical fabrics sourced from a small pool of specialty textile manufacturers. These protective fabrics have been tested and certified to meet current National Fire Protection Association safety standards, and some of them as supplied to Globe contain or historically have contained PFAS to achieve performance characteristics such as water, oil, or chemical resistance. Globe believes it has valid defenses to these claims. These matters are at a very early stage with numerous factual and legal issues to be resolved. Defense costs relating to these lawsuits are recognized in the unaudited Condensed Consolidated Statements of Income as incurred. Globe is also pursuing insurance coverage and indemnification related to the lawsuits. As of October 15, 2025, Globe was named as a defendant in 1,085 lawsuits comprised of 13,140 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 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. Product Warranty The Company provides warranties on certain product sales. Product warranty reserves are established in the same period that revenue from the sale of the related products is recognized, or in the period that a specific issue arises as to the functionality of the Company's product. The determination of such reserves requires the Company to make estimates of product return rates and expected costs to repair or to replace the products under warranty. The amounts of the reserves are based on established terms and the Company's best estimate of the amounts necessary to settle future and existing claims on products sold as of the balance sheet date. If actual return rates and/or repair and replacement costs differ significantly from estimates, adjustments to recognize additional cost of sales may be required in future periods. The following table reconciles changes in the Company's accrued warranty reserve: (In thousands) Nine Months Ended September 30, 2025 Year Ended December 31, 2024 Beginning warranty reserve $ 13,724 $ 14,288 Warranty payments ( 11,227 ) ( 11,802 ) Warranty claims, current 9,347 10,684 Warranty claims, preexisting 399 765 Currency translation and other adjustments 182 ( 211 ) Ending warranty reserve $ 12,425 $ 13,724 Warranty expense was $ 9.9 million and $ 7.9 million for the nine months ended September 30, 2025, and 2024, respectively, and is included in Costs of products sold on the unaudited Condensed Consolidated Statements of Income. -25- Table of Contents