What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-12 compared with 2025-02-14 · 267 added, 169 removed, 1140 unchanged (28% of the section changed)

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Based on our assessment and those criteria, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2025.

The Company acquired M&C TechGroup and its affiliated companies ("M&C") on May 6, 2025, which represented approximately 10% and 15% of the Company's total assets and net assets as of December 31, 2025, and 2% and (2%) of total sales and net income for the year ended December 31, 2025.

As the M&C acquisition was completed during the second quarter of 2025, the scope of the Company's 2025 assessment of the effectiveness of its internal control over financial reporting does not include the M&C acquisition.

This exclusion is pursuant to the SEC's general guidance that an assessment of a recently acquired business' internal control over financial reporting may be omitted from the scope of the Company's assessment of its internal control over financial reporting for twelve months following the date of acquisition.

The Company's Independent registered public accounting firm that audited the consolidated financial statements included in this annual report issued an attestation report on the Company's internal control over financial reporting.

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President and Chief Executive Officer

Senior Vice President and Chief Financial Officer

/ S / J ULIE A.

Senior Vice President, Chief Financial Officer and Treasurer

February 12, 2026

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

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, cash flows, and changes in retained earnings, accumulated other comprehensive loss for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) 2 and our report dated February 14, 2025, expressed an unqualified opinion thereon.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of M&C TechGroup, which is included in the 2025 (consolidated) financial statements of the Company and constituted 10% and 15% of total and net assets, respectively, as of December 31, 2025 and 2% and (2)% of revenues and net income, respectively, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of M&C TechGroup.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, cash flows and changes in retained earnings and accumulated other comprehensive loss for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a) 2 and our report dated February 12, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of MSA Safety Incorporated (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, cash flows, and changes in retained earnings, accumulated other comprehensive loss for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) 2 (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of MSA Safety Incorporated (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, cash flows and changes in retained earnings and accumulated other comprehensive loss for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a) 2 (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

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(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

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

Valuation of Goodwill

Description of the Matter At December 31, 2024, the Company had goodwill of approximately $620.9 million.

As discussed in Notes 1 and 14 to the consolidated financial statements, the Company evaluates goodwill for impairment at least annually or whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

The Company performed a quantitative impairment assessment for each reporting unit as of October 1, 2024.

The Company estimated the fair value of each reporting unit using a combination of valuation techniques including the discounted cash flow method, a form of the income approach, and the guideline public company method, a form of the market approach.

Auditing management’s annual goodwill impairment assessments was challenging and required additional audit effort due to the use of valuation methodologies in the determination of the estimated fair values of the reporting units.

These fair value estimates are impacted by assumptions such as discount rates, revenue growth rates, and operating margins which are affected by expectations about future market or economic conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment process whereby the Company develops assumptions that are used as inputs to the annual goodwill impairment tests.

This included controls over management’s review of the valuation models and the assumptions, described above.

To test the fair value of the Company’s reporting units, we performed audit procedures that included, among others, assessing the valuation methodologies, testing the assumptions, and testing the completeness and accuracy of the underlying data.

We involved our internal valuation specialists in assessing the fair value methodologies applied and evaluating the reasonableness of certain assumptions selected by management.

We performed sensitivity analyses of assumptions to evaluate the changes in the fair value of the reporting units that would result from changes in the assumptions.

We tested management’s reconciliation of the fair value of the reporting units to the market capitalization of the Company.

We also assessed the appropriateness of the disclosures in the consolidated financial statements.

Goodwill impairment assessment – Europe reporting unit

Description of the Matter At December 31, 2025, the Company had goodwill of approximately $731.6 million on its consolidated balance sheet, of which $247.8 million is at the Europe reporting unit.

As discussed in Note 1 to the consolidated financial statements, the Company evaluates goodwill for impairment annually, or more frequently if impairment indicators arise.

The assessment of goodwill for impairment requires a comparison of the fair value of each reporting unit that has goodwill associated with its operations to its carrying amount, including goodwill.

If the Company’s carrying amount of a reporting unit exceeds its fair value, an impairment loss would be measured as the excess of the carrying value over the calculated fair value.

Auditing the Company’s annual goodwill impairment test for the Europe reporting unit was complex because the estimation of fair value using the discounted cash flow method involves subjective management assumptions, specifically the weighted average cost of capital.

Changes in this assumption can have a material effect on the determination of fair value.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment process, including controls over management’s review of the assumption described above.

Our audit procedures to test management’s impairment assessment of the Europe reporting unit included, among others, assessing the valuation methodology and the underlying data used to develop the weighted average cost of capital assumption.

Where appropriate, we evaluated whether changes to the company specific results and other factors would affect the assumption.

We also assessed the historical accuracy of management’s estimates and performed independent sensitivity analyses over the assumption.

We involved our valuation specialists to assist us in evaluating the methodology and auditing the weighted average cost of capital assumption used to calculate the estimated fair value of the Europe reporting unit.

/s/ Ernst & Young LLP

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Pension and post-retirement plan actuarial gains, net of tax (Note 7) 32,574 31,262 7,683

Unrealized losses on cash flow hedges (Note 7) ( 215 ) — —

Unrealized gains on available-for-sale securities (Note 7) — — 2

Reclassification of currency translation from accumulated other comprehensive loss into net income (Note 7) ( 764 ) ( 1,200 ) 101

Total other comprehensive (loss) income, net of tax ( 12,400 ) 29,468 ( 9,577 )

Total other comprehensive income (loss), net of tax 99,868 ( 12,400 ) 29,468

Comprehensive income $ 378,792 $ 272,567 $ 88,051

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Pension income (Note 16) ( 13,976 ) ( 8,147 ) ( 7,915 )

Deferred income tax (benefit) provision (Note 11) ( 98 ) ( 8,514 ) 5,171

Deferred income tax benefit (Note 11) ( 4,962 ) ( 98 ) ( 8,514 )

Loss on asset write-down and dispositions, net 1,408 819 173

Pension contributions (Note 16) ( 7,028 ) ( 7,877 ) ( 5,217 )

Currency exchange losses, net (Note 7) 3,638 17,079 10,255

Currency exchange losses, net 15,801 3,638 17,079

Product liability expense (Note 21) — — 3

Collections on insurance receivable and notes receivable,

insurance companies (Note 20) — — 9,516

Product liability payments (Note 21) — — ( 5,250 )

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Capital expenditures ( 68,438 ) ( 54,223 ) ( 42,764 )

Purchase of short-term investments (Note 19) — — ( 79,542 )

Proceeds from maturities of short-term investments (Note 19) — — 119,000

Acquisitions, net of cash acquired (Note 15) ( 189,275 ) — —

Property disposals and other investing 79 468 2,811

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Pension and post-retirement plan adjustments, net of $ 10,227 tax benefit

Unrecognized net gains on available-for-sale securities (Note 19) — 2

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

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Pension and post-retirement plan adjustments, net of $ 10,703 tax benefit

Unrecognized net loss on hedges (Note 19) — ( 215 )

Reclassification of currency translation from accumulated other comprehensive loss into net income (Note 7) — ( 764 )

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Reclassifications— Certain reclassifications of prior years' results have been made to conform to the current year presentation.

These reclassifications relate to aligning prior year deferred tax and accrued warranty reserve with current year presentation within our disclosures.

These reclassifications relate to aligning prior year Other income, net, and Segment Information disclosures with current year presentation.

Currency Translation— The functional currency of all significant non-U.S.

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These balances were used to support letter of credit balances.

Inventories— Inventories are stated at the lower of cost and net realizable value.

Inventories— Inventories are stated at the lower of cost or net realizable value.

Cost is determined using the first-in, first-out ("FIFO") method.

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Operating leases are included in Operating lease right-of-use assets, net, Other current liabilities, and Noncurrent operating lease liabilities in our Consolidated Balance Sheets.

Finance leases are included in Property, plant and equipment, net, Other current liabilities, and Product liability and other noncurrent liabilities in our Consolidated Balance Sheets.

Finance leases are included in Property, plant and equipment, net, Other current liabilities, and Other noncurrent liabilities in our Consolidated Balance Sheets.

Lease expense for all operating leases is classified in Cost of products sold or Selling, general and administrative expense in the Consolidated Statements of Income.

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The analysis entails measuring the multiples of earnings before interest, taxes, depreciation and amortization ("EBITDA") at which peer companies are trading.

Management performed its evaluation and determined the fair value of each reporting unit is greater than the carrying amount and, accordingly, the Company has not recorded any impairment charges related to goodwill.

There has been no impairment of our goodwill during the years ended December 31, 2024, 2023 or 2022.

Management performed its evaluation and determined the fair value of each reporting unit is greater than the carrying amount and, accordingly, no impairment of our goodwill has been recorded during the years ended December 31, 2025, 2024 or 2023.

Revenue Recognition— We account for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers .

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

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

Rebates are based on achieving a certain level of purchases and other performance criteria that are documented in established distributor programs.

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We do not enter into derivative transactions for speculative purposes and do not hold derivative instruments for trading purposes.

Changes in the fair value of derivative instruments designated as fair value hedges are recorded in the balance sheet as adjustments to the underlying hedged asset or liability.

Changes in the fair value of derivative instruments that do not qualify for hedge accounting treatment are recognized in the Consolidated Statements of Income and Consolidated Statements of Cash Flows as Currency exchange losses, net in the current period.

We designate certain derivative instruments as cash flow hedges to manage exposure to variability in future cash flows related to forecasted transactions.

At hedge inception, we formally document the hedging relationship, including the risk management objective, the nature of the risk being hedged, and the method for assessing hedge effectiveness.

Hedge effectiveness is evaluated at inception and on an ongoing basis to ensure the hedge remains highly effective.

Derivatives are recorded at fair value on the balance sheet and changes in the fair value of derivative instruments designated as fair value hedges are recorded in the balance sheet as adjustments to the underlying hedged asset or liability.

The effective portion of gains and losses on cash flow hedges is reported in accumulated other comprehensive loss (“AOCL”) and reclassified into net income in the same period the hedged item affects earnings.

Any ineffective portion is recognized immediately into net income.

If a hedged forecasted transaction is no longer probable, amounts previously recorded in AOCL are reclassified into net income immediately.

When a hedging instrument is terminated, amounts in AOCL remain until the forecasted transaction occurs or is deemed no longer probable.

Changes in the fair value of derivative instruments that do not qualify for hedge accounting treatment are recognized immediately into net income.

Refer to Note 19—Derivative Financial Instruments for further details on hedging activity.

Commitments and Contingencies— For asserted claims and assessments, liabilities are recorded when a loss is deemed to be probable and the amount of the loss is reasonably estimable.

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No individual customer represented more than 10% of our receivables as of December 31, 2025, or 2024, or sales for any of the three years ended December 31, 2025.

Recently Issued Accounting Standards and Disclosure Rules —In December 2023, 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 March 2024, the U.S.

Securities and Exchange Commission (the "SEC") adopted the final rule under SEC Release No.

33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors .

This rule would require registrants to disclose certain climate-related information in registration statements and annual reports.

In April 2024, the SEC voluntarily stayed the final rule as a result of pending legal challenges.

The disclosure requirements would apply to the Company's fiscal year ended December 31, 2025, pending resolution of the stay.

The Company is currently evaluating the final rule to determine its impact on the Company's disclosures.

In November 2024, the FASB issued ASU No.

Recently Issued Accounting Standards and Disclosure Rules —In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No.

2024-03 (“ASU 2024-03”), Disaggregation of Income Statement Expenses (“DISE”) .

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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, Targeted Improvements to the Accounting for Internal-Use Software .

ASU 2025-06 amends certain aspects of the accounting for 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.

In November 2025, the FASB issued ASU 2025‑09, Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements .

The amendments are intended to improve the clarity, operability, and decision‑usefulness of hedge accounting guidance.

ASU 2025‑09 is effective for the Company for annual and interim reporting periods beginning after December 15, 2026 with early adoption permitted.

The Company is currently evaluating the impact of ASU 2025‑09 on its consolidated financial statements and related disclosures.

Because the guidance primarily relates to hedge accounting mechanics and presentation, the Company does not expect the adoption of this update to have a material effect on our consolidated financial statements taken as a whole.

Note 2— Revenue Recognition

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Our customers generally fall into two categories:

distributors and industrial or end-users.

distributors and end-users.

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

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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 under the contract.

Variable consideration could include volume incentive rebates and performance guarantees.

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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 add and other taxes collected with revenue-producing activities and remitted to governmental authorities are excluded from revenue.

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.

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These costs are included within the Cost of products sold line on the Consolidated Statements of Income.

Amounts billed to customers for shipping and handling are included in net sales.

Amounts billed to customers for shipping and handling are included within the Net sales line on the Consolidated Statements of Income.

Performance Obligations

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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 entered by Bristol.

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.

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Managed fire service contracts meet the criteria to be accounted for as sales-type leases.

Under ASC 842, these contracts contain both lease and non-lease components.

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.

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

As of December 31, 2024, remaining maintenance performance obligations for managed fire service contracts were $ 25.5 million, which are expected to be recognized to revenue over approximately 3 years.

As of December 31, 2025, remaining maintenance performance obligations for managed fire service contracts were $ 29.3 million, which are expected to be recognized to revenue over the remaining contract lives which are primarily less than 3 years.

Lease revenues and interest earned by the Company, included in the Consolidated Statements of Income, were not material to any of the years ended December 31, 2025, 2024 and 2023.

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Note 3— Cash and Cash Equivalents

Several of the Company's affiliates participate in a notional cash pooling arrangement to manage global liquidity requirements.

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.

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During the years ended December 31, 2025, 2024 and 2023, we recorded restructuring charges of $ 3.9 million, $ 6.4 million and $ 9.9 million, respectively.

These charges were primarily related to our ongoing initiatives to adjust our cost structure and improve productivity.

These charges were primarily related to our ongoing initiatives to adjust our cost structure, improve productivity, and right-size the organization in response to macroeconomic conditions.

Americas segment restructuring charges of $ 1.2 million during the year ended December 31, 2025, were to right-size the organization in response to macroeconomic conditions.

International segment restructuring charges of $ 1.7 million during the year ended December 31, 2025, were related to ongoing initiatives to optimize our manufacturing footprint and right-size the organization in response to macroeconomic conditions.

Corporate related restructuring charges of $ 1.0 million during the year ended December 31, 2025, were to right-size the organization in response to macroeconomic conditions.

Americas segment restructuring charges of $ 1.6 million during the year ended December 31, 2024, were related to manufacturing footprint optimization activities.

International segment restructuring charges of $ 3.5 million during the year ended December 31, 2024, were related to ongoing initiatives to optimize our manufacturing footprint and improve productivity as well as management restructuring.

Corporate segment restructuring charges of $ 1.3 million during the year ended December 31, 2024, were related to management restructuring.

Corporate related restructuring charges of $ 1.3 million during the year ended December 31, 2024, were related to management restructuring.

Americas segment restructuring charges of $ 3.1 million during the year ended December 31, 2023, were related to manufacturing footprint optimization activities.

International segment restructuring charges of $ 4.7 million during the year ended December 31, 2023, were related to ongoing initiatives to drive profitable growth and improve productivity.

Corporate segment restructuring charges of $ 2.1 million during the year ended December 31, 2023, were related to footprint optimization activities and management restructuring.

Americas segment restructuring charges of $ 2.3 million during the year ended December 31, 2022, were related to

various optimization activities.

International segment restructuring charges of $ 5.1 million during the year ended December 31, 2022, were primarily related to the implementation of our new European Shared Service Center in Warsaw, Poland.

Corporate segment restructuring charges of $ 0.6 million during the year ended December 31, 2022, were primarily related to programs to

realign the organization and adjust our operations in response to current business conditions.

Activity and reserve balances for restructuring charges by segment were as follows:

(in millions) Americas International Corporate Total

Corporate related restructuring charges of $ 2.1 million during the year ended December 31, 2023, were related to footprint optimization activities and management restructuring.

Activity and reserve balances for restructuring charges were as follows:

(in millions) Americas segment International segment Corporate Total

Reserve balances at January 1, 2023 $ 1.7 $ 12.8 $ 0.5 $ 15.0

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(In thousands) 2025 2024

Raw materials and supplies $ 228,374 $ 190,027

Finished products 99,266 93,356

Work in process 15,395 13,413

Raw materials and supplies 190,027 188,539

Total inventories $ 343,035 $ 296,796

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Balance at beginning of period $ ( 11,390 ) $ ( 42,652 ) $ ( 50,335 )

Unrecognized net actuarial gains (losses) 39,049 8,654 ( 2,862 )

Tax (expense) benefit ( 9,579 ) ( 1,514 ) 703

Total other comprehensive gain (loss) before reclassifications, net of tax 29,470 7,140 ( 2,159 )

Unrecognized net actuarial gains 40,868 39,049 8,654

Tax expense ( 10,095 ) ( 9,579 ) ( 1,514 )

Total other comprehensive gain before reclassifications, net of tax 30,773 29,470 7,140

Amounts reclassified from accumulated other comprehensive loss into net income:

Amortization of prior service credit (Note 15) ( 42 ) ( 84 ) ( 199 )

Amortization of prior service cost (credit) (Note 16) 650 ( 42 ) ( 84 )

Recognized net actuarial losses (Note 16) 1,759 2,482 812

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Balance at end of period $ 21,184 $ ( 11,390 ) $ ( 42,652 )

Foreign currency forward cash flow hedges

Balance at beginning of period $ — $ — $ —

Unrealized losses on cash flow hedges (Note 19) ( 215 ) — —

Balance at end of period $ ( 215 ) $ — $ —

Available-for-sale securities

Balance at beginning of period $ — $ — $ ( 2 )

Unrealized gain on available-for-sale securities (Note 19) — 2 3

Unrealized gains on available-for-sale securities (Note 20) — — 2

Balance at end of period $ — $ — $ —

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Balance at end of period $ ( 62,750 ) $ ( 130,259 ) $ ( 86,597 )

(a) Reclassifications out of accumulated other comprehensive loss and into net income are included in the computation of net periodic pension and other post-retirement benefit costs (refer to Note 15—Pensions and Other Post-retirement Benefits).

(b) Reclassifications out of accumulated other comprehensive loss and into net income relate primarily to the approval of our plan to close certain foreign subsidiaries.

(a) Reclassifications out of accumulated other comprehensive loss (AOCL) and 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) Reclassifications out of AOCL and into net income relate primarily to the recognition of non-cash net cumulative translation (gains)/losses associated with certain foreign subsidiaries.

The reclassifications are included in Currency exchange losses, net, within the Consolidated Statements of Income.

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

No new shares were issued during the years ended December 31, 2025, or 2024.

There were 38,912,629 and 39,260,080 shares outstanding at December 31, 2025 and 2024, respectively.

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

Under this and prior stock repurchase programs, there were 166,292 shares repurchased during 2024, no shares repurchased during 2023, and 251,408 shares repurchased during 2022.

Under this and prior stock repurchase programs, there were 501,420 shares repurchased during 2025, 166,292 shares repurchased during 2024, and no shares repurchased during 2023.

There were 23,168,762 and 22,821,311 Treasury shares at December 31, 2025 and 2024, respectively.

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Stock option expense — — 11 —

Stock option forfeitures — — ( 11 ) —

Performance stock issued — 53,407 ( 855 ) 855

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Treasury shares purchased — ( 28,649 ) — ( 3,961 )

Share repurchase program — ( 251,408 ) — ( 30,373 )

Balances December 31, 2023 62,081,391 ( 22,764,179 ) $ 312,324 $ ( 361,684 )

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Performance stock forfeitures — — ( 1,634 ) —

Employee stock purchase expense — — 186 —

Employee stock purchase plan shares issued — 8,871 1,215 148

Treasury shares purchased — ( 40,019 ) — ( 7,408 )

Share repurchase program — ( 166,292 ) — ( 29,932 )

Balances December 31, 2024 62,081,391 ( 22,821,311 ) $ 329,953 $ ( 396,604 )

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Stock options exercised — 12,776 334 235

Stock option expense — — 41 —

Stock option forfeitures — — ( 1 ) —

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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 operating segments have been aggregated (based on economic similarities, the nature of their products and solutions, end-user markets and methods of distribution) into two reportable segments:

Americas and International.

The Americas segment is comprised of our operations in Northern North America and Latin America geographies.

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Certain global expenses are allocated to each segment in a manner consistent with where the benefits from the expenses are derived.

General and administrative expenses incurred in our corporate headquarters, costs associated with corporate development initiatives, legal expense, interest expense, foreign exchange gains or losses and other centrally-managed costs are considered corporate expenses and are not allocated to the reportable segments.

The Company's sales are allocated to each segment based primarily on the country destination of the end-customer.

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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), product liability expense, loss on divestiture of Mine Safety Appliances Company, LLC ("MSA LLC"), net cost for product-related legal matter, transaction costs and acquisition-related amortization.

Adjusted operating income is the measure used by the chief operating decision maker, identified as our President and Chief Executive Officer, to evaluate reportable segment performance and identify opportunities when allocating resources.

Adjusted operating income is defined as operating income excluding restructuring charges, currency exchange, product liability expense, loss on divestiture of Mine Safety Appliances Company, LLC ("MSA LLC"), net cost for product-related legal matter, 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 consolidated financial statement level.

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Research and development 38,670 26,674 —

Adjusted operating income (loss) 380,086 84,571 ( 50,385 ) — 414,272

Adjusted operating income $ 364,758 $ 93,252

Noncash items:

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Pension (income) expense ( 17,799 ) 3,823 — ( 13,976 )

Total Assets 1,480,124 682,816 44,261 ( 1,417 ) 2,205,784

Total Assets 1,621,335 935,830 ( 2,791 ) (b)

Capital expenditures 34,479 13,804 20,155 68,438

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Research and development 39,783 26,743 —

Adjusted operating income (loss) 359,617 89,699 ( 51,600 ) — 397,716

Adjusted operating income $ 380,086 $ 84,571

Noncash items:

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Research and development 40,793 27,191 4

Adjusted operating income (loss) 267,392 60,923 ( 37,928 ) — 290,387

Adjusted operating income $ 359,617 $ 89,699

Noncash items:

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Capital expenditures 28,011 13,341 1,412 42,764

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

(a) Corporate/Reconciling items consist primarily of corporate expenses and other items not directly attributable to reportable segments.

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

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

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

1 unchanged sentence

Adjusted operating income $ 458,010 $ 464,657 $ 449,316

Corporate Expenses 43,412 50,385 51,600

Restructuring charges (Note 4) 3,897 6,397 9,892

2 unchanged sentences

Other income, net (Note 17) ( 26,379 ) ( 22,718 ) ( 22,101 )

Amortization of acquisition-related intangible assets 9,174 9,246 9,207

Acquisition-related amortization 12,615 9,174 9,246

Transaction costs (a)

4 unchanged sentences

Income before income taxes $ 366,398 $ 375,006 $ 206,688

(a) Transaction costs include advisory, legal, accounting, valuation, and other professional or consulting fees incurred during our evaluation of acquisitions and divestitures.

(a) Transaction costs include advisory, legal, accounting, valuation, and other professional or consulting fees incurred during our evaluation of or in connection with acquisitions and divestitures.

These costs are included in Selling, general and administrative expense in the Consolidated Statements of Operations.

7 unchanged sentences

United States $ 177,507 $ 160,760 $ 156,937

Germany 65,230 17,198 18,596

United Kingdom 28,627 30,274 24,740

4 unchanged sentences

(In thousands) Dollars Percent Dollars Percent Dollars Percent

Fire Service (a)

Detection (a)

$ 763,393 41 % $ 501,784 40 % $ 261,609 43 %

Detection (b)

Fire Service (b)

647,474 34 % 446,245 35 % 201,229 33 %

4 unchanged sentences

(In thousands) Dollars Percent Dollars Percent Dollars Percent

Fire Service (a)

Detection (a)

$ 642,792 36 % $ 426,839 34 % $ 215,953 38 %

Detection (b)

Fire Service (b)

712,684 39 % 507,738 41 % 204,946 36 %

4 unchanged sentences

(In thousands) Dollars Percent Dollars Percent Dollars Percent

Fire Service (a)

Detection (a)

$ 634,915 36 % $ 419,312 34 % $ 215,603 39 %

Detection (b)

Fire Service (b)

684,224 38 % 501,676 41 % 182,548 33 %

2 unchanged sentences

Total $ 1,787,647 100 % $ 1,235,594 100 % $ 552,053 100 %

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

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

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

Detection includes sales from the M&C acquisition from May 6 th , 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.

Note 10— Earnings per Share

Basic earnings per share attributable to MSA Safety Incorporated common shareholders 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 attributable to MSA Safety Incorporated common shareholders assumes the issuance of common stock for all potentially dilutive share equivalents outstanding not classified as participating securities.

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.

Amounts attributable to MSA Safety Incorporated common shareholders:

(In thousands, except per share amounts) 2025 2024 2023

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Note 11— Income Taxes

The Company adopted ASU No.

2023-09 (“ASU 2023-09”), Improvements to Income Tax Disclosures , applying it prospectively for the year ended December 31, 2025.

(In thousands) 2025 2024 2023

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Provision for income taxes $ 87,474 $ 90,039 $ 148,105

Reconciliation of the U.S.

federal income tax rates to our effective tax rate:

2024 2023 2022

Below is a tabular rate reconciliation pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025:

(in thousands, except percentages) Amount Percent

federal statutory income tax $ 76,944 21.0 %

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

Foreign tax effects 5,700 1.6 %

Nontaxable or nondeductible items 2,606 0.7 %

Effect of cross-border tax laws ( 149 ) — %

Tax credits ( 3,891 ) ( 1.1 ) %

Changes in unrecognized tax benefits ( 420 ) ( 0.1 ) %

Provision for income taxes $ 87,474 23.9 %

(1) The states that contribute to the majority (greater than 50%) of the tax effect in this category include California, Illinois, Maryland, Indiana, New Hampshire, Pennsylvania and Wisconsin.

Below is a reconciliation of the U.S.

federal income tax rates to the Company's effective tax rate for the years ended December 21, 2024 and 2023:

federal income tax rate 21.0 % 21.0 %

State income taxes-U.S.

2.9 % 3.7 % 2.9 %

Taxes on non-U.S.

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Effective income tax rate 24.0 % 71.6 %

Disclosed below is a summary of income taxes paid by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025:

(in thousands) 2025

United States - Federal $ 48,993

United States - State and local 11,798

Switzerland 7,372

Germany 5,375

Total $ 101,605

Components of deferred tax assets and liabilities:

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The total amount of unrecognized tax benefits, if recognized, would reduce our future effective tax rate.

We have no recognized tax benefits associated with these liabilities in 2024 and recognized $ 0.6 million of tax liabilities associated with these liabilities in 2023.

We have $ 1.5 million in recognized tax benefits associated with these liabilities in 2025 and had no recognized tax benefits associated with these liabilities in 2024.

We recognize interest related to unrecognized tax benefits in interest expense and penalties in operating expenses.

Our liability for accrued interest and penalties related to uncertain tax positions was $ 0.2 million at both December 31, 2024 and 2023.

Our liability for accrued interest and penalties related to uncertain tax positions was $ 0.5 million at December 31, 2025 and $ 0.2 million at December 31, 2024.

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 consolidated financial statements.

We file a U.S.

federal income tax return along with various state and foreign income tax returns.

Examinations of our U.S.

federal returns have been completed through 2018.

Various state and foreign income tax returns may be subject to tax audits for periods after 2016.

On August 16, 2022, President Biden signed the Inflation Reduction Act, which includes a new minimum tax on certain large corporations and an excise tax on stock buybacks.

We do not anticipate this legislation will have a material impact for the company.

The Organization for Economic Co-operation and Development (OECD) has a framework to implement a global minimum corporate tax of 15% for companies with global revenues above €750.0 million (referred to as Pillar 2), with effective dates beginning in January 2024.

We meet the overall revenue threshold and fall within the scope of Pillar 2 and as such, have complied with the requirements of the legislation for the year ended December 31, 2024.

The application of Pillar 2 resulted in additional tax expense of $ 1.1 million.

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 Act did not have a material impact on the financial statements in 2025.

We file income tax returns in the U.S.

federal jurisdiction, and various state and foreign jurisdictions.

With few exceptions, we are no longer subject to U.S.

federal, state, and local, or non-U.S.

income tax examinations by tax authorities for years prior to 2021.

The Organization for Economic Co-operation and Development (OECD) framework for a global minimum corporate tax rate of 15% for companies with global revenues above €750.0 million (referred to as Pillar 2), with effective dates beginning in January 2024, has been enacted by a number of foreign jurisdictions.

We meet the overall revenue threshold and fall within the scope of Pillar 2.

As such, we have complied with the requirements of the legislation and the application of Pillar 2 resulted in additional tax expense of $ 2.2 million and $ 1.1 million, for the years ended December 31, 2025 and 2024, respectively.

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 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 provides for grants of stock options and restricted stock to non-employee directors through May 2034.

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.

Stock options are granted at market prices and expire after ten years .

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Restricted stock units $ 9,979 $ 11,239 $ 8,062

Stock options — — 49

Performance stock units 4,862 6,760 21,961

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Exercised ( 31,394 ) 46.90

Forfeited ( 226 ) 49.44

Outstanding December 31, 2023 26,536 45.95 26,536

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99,776 99,754

Senior revolving credit facility maturing in 2030, net of debt issuance costs 282,137 —

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

1 unchanged sentence

49,967 49,953

Senior revolving credit facility maturing in 2026, net of debt issuance costs — 59,602

Total 580,934 508,013

1 unchanged sentence

Long-term debt, net of debt issuance costs $ 572,709 $ 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 December 31, 2024, 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 4.56 % as of December 31, 2025.

At December 31, 2025, $ 1.0 billion 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.

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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 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").

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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.

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 5.56 % as of December 31, 2024.

The Revolving Credit Facility, Term Loan 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;

On January 5, 2023, the Company entered into a new $ 250 million term loan facility (the "Term Loan Facility") to fund the divestiture of MSA LLC.

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.

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;

1 unchanged sentence

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.

All credit facilities excluded MSA LLC prior to the divestiture of this subsidiary on January 5, 2023, as discussed further in Note 20.

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

Approximate maturities on our long-term debt over the next five years are $ 26.4 million in 2025, $ 195.1 million in 2026, $ 32.6 million in 2027, $ 32.6 million in 2028, $ 7.6 million in 2029 and $ 215.3 million thereafter.

The Company had outstanding bank guarantees and standby letters of credit with banks as of December 31, 2024, totaling $ 9.5 million, of which $ 1.5 million relate to the senior revolving credit facility.

Approximate maturities on our long-term debt over the next five years are $ 8.2 million in 2026, $ 33.2 million in 2027 and 2028, $ 8.2 million in 2029, $ 293.5 million in 2030 and $ 208.2 million thereafter.

The Company had outstanding bank guarantees and standby letters of credit with banks as of December 31, 2025, totaling $ 9.7 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.

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At December 31, 2025, the Company has $ 0.9 million of restricted cash in support of these arrangements.

On May 6, 2025, the Company acquired M&C in a transaction valued at approximately $ 189 million, net of cash acquired.

Refer to Note 15—Acquisitions for further information.

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

Note 14— Goodwill and Intangible Assets

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Balance at January 1 $ 620,895 $ 627,534

Additions and measurement period adjustments (Note 15) 91,616 —

Currency translation 19,081 ( 6,639 )

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Net balance at January 1 $ 246,437 $ 266,134

Additions (Note 15) 66,568 —

Amortization expense ( 20,658 ) ( 17,826 )

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Patents, trademarks and copyrights 19 48.6 ( 21.0 ) 27.6 34.1 ( 18.2 ) 15.9

License agreements 5 5.4 ( 5.4 ) — 5.4 ( 5.4 ) —

Other 3 3.1 ( 2.9 ) 0.2 2.8 ( 2.8 ) —

Total 19 $ 409.0 $ ( 169.9 ) $ 239.1 $ 337.3 $ ( 150.9 ) $ 186.4

At December 31, 2024, the above intangible assets balance includes a trade name related to the Globe acquisition with an indefinite life totaling $ 60.0 million.

At December 31, 2025, the intangible assets balance includes a trade name related to the Globe acquisition with an indefinite life totaling $ 60.0 million.

Intangible asset amortization expense over the next five years is expected to be approximately $ 21.9 million in 2026, $ 21.7 million in 2027, $ 21.3 million in 2028, $ 20.6 million in 2029, and $ 18.3 million in 2030.

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.

M&C'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 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 50.0

Customer relationships and other intangible assets 66.6

Goodwill 91.6

Total assets acquired $ 247.0

Deferred tax liability ( 24.9 )

Other liabilities ( 22.8 )

Total liabilities assumed $ ( 47.7 )

Net assets acquired $ 199.3

As of December 31, 2025, the purchase accounting for M&C is substantially complete, but subject to change based on management's continued review of estimates and assumptions reflected in preliminary valuation data or receipt of additional information related to tax balances and liabilities assumed.

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 $ 4 million annually for 2026 through 2030, and $ 43.8 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 $ 91.6 million related to the M&C acquisition was recorded, with $ 57.9 million and $ 33.7 million allocated to the International and Americas reportable segments, respectively.

This Goodwill is nondeductible for tax purposes.

Our results as of December 31, 2025, include strategic acquisition costs of $ 10.5 million, including $ 9.2 million related to the M&C acquisition.

Our results as of December 31, 2024 and 2023, include $ 0.9 million and $ 1.0 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 consolidated financial statements from the acquisition date through December 31, 2025.

Our results as of December 31, 2025, include net sales and net loss of $ 41.0 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.

(In millions, except per share amounts) 2025 2024

Net sales $ 1,893.3 $ 1,860.8

Net income $ 281.4 $ 291.9

Basic earnings per share $ 7.17 $ 7.41

Diluted earnings per share $ 7.15 $ 7.38

The unaudited pro forma 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 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 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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Plan amendments 605 ( 20 ) — —

Actuarial (losses) gains (a)

Actuarial (gains) losses (a)

( 5,524 ) ( 27,259 ) ( 569 ) 1,696

Benefits paid ( 29,818 ) ( 28,159 ) ( 2,269 ) ( 2,491 )

Curtailments — ( 87 ) — —

Settlements ( 2,282 ) ( 17,576 ) — —

Acquisitions 8,554 — — —

Currency translation 11,263 ( 6,729 ) — —

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Funded status at December 31 $ 149,220 $ 105,880 $ ( 20,658 ) $ ( 22,046 )

Unrecognized prior service credit (cost) 728 1,021 — ( 184 )

Unrecognized net actuarial losses 40,339 82,796 6,804 5,568

Unrecognized prior service cost 794 728 — —

Unrecognized net actuarial (gains) losses ( 1,252 ) 40,339 5,584 6,804

Net amount recognized $ 148,762 $ 146,947 $ ( 15,074 ) $ ( 15,242 )

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Amounts Recognized in Accumulated Other Comprehensive Loss

Net actuarial losses $ 40,339 $ 82,796 $ 6,804 $ 5,568

Prior service cost (credit) 728 1,021 — ( 184 )

Net actuarial (gains) losses $ ( 1,252 ) $ 40,339 $ 5,584 $ 6,804

Prior service cost 794 728 — —

Total (before tax effects) $ ( 458 ) $ 41,067 $ 5,584 $ 6,804

Accumulated Benefit Obligations for all Defined Benefit Plans $ 464,203 $ 442,734 $ — $ —

(a) Actuarial (losses) gains for both periods relate primarily to the increase/decrease in discount rates used in measuring plan obligations as of December 31, 2024, and 2023, respectively.

(a) Actuarial (gains) losses for both periods relate primarily to the increase in discount rates used in measuring plan obligations as of December 31, 2025, and 2024, respectively.

Pension Benefits Other Benefits

6 unchanged sentences

Recognized net actuarial losses 1,091 1,103 186 651 460 550

Settlement/curtailment loss (gain) 919 15 ( 354 ) — — —

Settlement/curtailment loss 17 919 15 — — —

Net periodic benefit (income) cost (a)

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Insurance contracts are valued in accordance with the terms of the applicable collective pension contract.

The fair value of the plan assets equals the discounted value of the expected cash flows of the accrued pensions which are guaranteed by the counterparty insurer.

Cash equivalents consist primarily of money market and similar temporary investment funds.

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Although we believe the valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The following table presents a reconciliation of Level 3 assets:

(In thousands) Insurance

Balance January 1, 2023 $ 4,454

Net realized and unrealized gains 208

Net purchases, issuances and settlements 960

Balance December 31, 2023 5,622

Net realized and unrealized gains ( 117 )

Net purchases, issuances and settlements ( 2,171 )

Balance December 31, 2024 $ 3,334

The following table presents amounts related to Level 3 assets recognized in accumulated other comprehensive loss:

(In thousands) Insurance

Net actuarial losses $ ( 698 )

Prior service cost 310

Total (before tax effects) $ ( 388 )

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.

We expect to make net contributions between $ 8 million and $ 10 million to our pension plans in 2026, which are primarily associated with statutorily required plans in the International reportable segment.

For the 2025 beginning of the year measurement purposes (net periodic benefit expense), a 7.8 % increase in the costs of covered health care benefits was assumed, decreasing by 0.3 % for each successive year to 4.5 % in 2034 and thereafter.

For the 2024 end of the year measurement purposes (benefit obligation), a 7.8 % increase in the costs of covered health care benefits was assumed, decreasing by approximately 0.3 % for each successive year to 4.5 % in 2034 and thereafter.

For the 2025 end of the year measurement purposes (benefit obligation), an 8.0 % increase in the costs of covered health care benefits was assumed, decreasing by approximately 0.4 % for each successive year to 4.5 % in 2035 and thereafter.

Expense for defined contribution pension plans was $ 14.1 million in 2025, $ 13.6 million in 2024 and $ 13.4 million in 2023.

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Components of net periodic benefit income other than service cost (Note 16) $ 20,339 $ 16,091 $ 14,107

Interest income 7,019 8,184 4,155

Interest income (a)

5,861 7,019 8,184

Rental income 1,389 65 63

Loss on asset write-down and dispositions, net ( 1,408 ) ( 819 ) ( 173 )

1 unchanged sentence

Total other income, net $ 26,379 $ 22,718 $ 22,101

During the years ended December 31, 2024, and 2023, we recognized $ 7.0 million and $ 8.2 million of other income, respectively, related to interest earned on cash balances.

During the year ended December 31, 2022, we recognized $ 4.2 million of other income related to interest earned on cash balances, short-term investments and notes receivable from insurance companies.

The short-term investments and notes receivables from insurance companies were divested as of January 5, 2023.

(a) Primarily interest earned on cash balances

Note 18— Leases

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Right-of-use assets obtained in exchange for new operating lease liabilities $ 10.0 $ 12.2

Right-of-use assets obtained in acquisitions 0.8 —

Weighted-average remaining lease term (in years):

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

At December 31, 2024, the notional amount of open forward contracts was $ 184.0 million and there were no unrealized gains/losses on these contracts.

All open forward contracts will mature during the first quarter of 2025.

At December 31, 2025, the notional amount of open foreign currency exchange forward contracts not designated as hedging instruments was $ 113.4 million and there were no unrealized gains/losses on these contracts.

All open foreign currency exchange forward contracts not designated as hedging instruments will mature during the first quarter of 2026.

We also use derivative foreign currency forward contracts to manage exposure to foreign exchange currency risks arising from forecasted transactions.

These instruments meet the U.S.

GAAP criteria for hedge accounting and are accounted for under ASC 815, Derivatives and Hedging .

For hedges of forecasted transactions, significant characteristics and expected terms of a forecasted transaction are specifically identified, and it is probable that each forecasted transaction will occur.

If it is deemed probable the forecasted transaction will not occur, then the gain or loss would be recognized immediately into net income.

At December 31, 2025, the notional amount of open foreign currency exchange forward contracts designated as cash flow hedges was $ 31.6 million.

See Note 7—Reclassifications Out of Accumulated Other Comprehensive Loss for information on unrealized loss deferred in Accumulated other comprehensive loss until the transactions related to these cash flow hedges affect earnings.

Fair values of these contracts are derived using quoted forward foreign exchange prices to interpolate values of outstanding trades at the reporting date based on their maturities.

All open foreign currency exchange forward contracts designated as cash flow hedges outstanding at will mature by December 2026.

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

5 unchanged sentences

other current liabilities $ 392 $ 1,111

The following table presents the Consolidated Statements of Income and Consolidated Statements of Cash Flows location and impact of derivative financial instruments:

Derivatives designated as cash flow hedges:

Foreign exchange contracts:

prepaid expenses and other current assets $ 105 $ —

Foreign exchange contracts:

other current liabilities $ 320 $ —

The following table presents the amount and classification of the (gains) losses associated with derivative financial instruments within the Consolidated Statements of Income and Consolidated Statements of Cash Flows:

Derivatives not designated as hedging instruments:

1 unchanged sentence

currency exchange losses, net $ ( 4,370 ) $ 9,139

As of December 31, 2025, we expect approximately $ 0.2 million of net losses currently in Accumulated other comprehensive loss to be reclassified into net income within the next 12 months as forecasted transactions occur.

Note 20— Fair Value Measurements

61 unchanged sentences

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

As of February 4, 2025, Globe was named as a defendant in approximately 663 lawsuits comprised of about 8,801 claims, predominantly styled as individual personal injury claims and including two putative class actions.

As of February 4, 2026, Globe was named as a defendant in approximately 1,288 lawsuits comprised of about 22,090 claims based on a largely common set of assertions, predominantly styled as individual personal injury claims and including several putative class actions.

Certain of these lawsuits include MSA Safety Inc.

30 unchanged sentences

Gross profit 195,531 223,029 207,456 234,429 860,445

Net (loss) income ( 150,173 ) 67,090 65,256 76,410 58,583

Net income 58,139 72,234 66,648 87,946 284,967

Earnings per share (1)

5 unchanged sentences

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data