2 unchanged sentences
Based on their evaluation as of the end of the period covered by this Form 10-K, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to our management, including the principal executive officer and principle financial officer, as appropriate to allow timely decisions regarding required disclosure.
+Added: Management has excluded M&C, 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, from its assessment of internal control over financial reporting as of December 31, 2025, because they were acquired by the Company in a purchase business combination in the second quarter of 2025.
+Added: The entity is wholly-owned by MSA.
(b) Changes in internal control .
63 unchanged sentences
10(i)* 2003 Supplemental Savings Plan, effective January 1, 2003, filed as Exhibit 10(k) to Form 10-K on February 24, 2014, is incorporated herein by reference.
−Removed: 10(j)* 2005 Supplemental Savings Plan, as amended and restated, effective June 1, 2022, is incorporated herein by reference.
+Added: 10(j)* 2005 Supplemental Savings Plan, as amended and restated, effective June 1, 2022, filed as Exhibit 10(k) to Form 10-K on February 16, 2023, is incorporated herein by reference.
10(k)* MSA Safety Incorporated Amended and Restated 2023 Management Equity Incentive Plan, filed as Appendix A to the registrant’s definitive proxy statement dated March 30, 2023, is incorporated herein by reference.
−Removed: 10(l)* Form of MSA Safety Incorporated 2023 Management Equity Incentive Plan Performance Stock Unit agreement between the registrant and its executive officers is filed herewith.
−Removed: 10(m)* Form of MSA Safety Incorporated 2023 Management Equity Incentive Plan Restricted Stock Unit agreement between the registrant and its executive officers is filed herewith.
−Removed: 10(n)* Form of MSA Safety Incorporated 2024 Non-Employee Directors' Equity Incentive Plan Restricted Stock agreement between the registrant and Non-employee Directors' is filed herewith.
−Removed: 10(o)* 2019 MSA Safety Incorporated Deferred Compensation Program for Non-employee Directors' is filed herewith.
−Removed: 10(p) Fourth Amended and Restated Credit Agreement, dated as of May 24, 2021, by and among MSA Safety Incorporated, MSA UK Holdings Limited, MSA Great Britain Holdings Limited, MSA International Holdings B.V., as borrowers, various MSA subsidiaries, as guarantors, various financial institutions, as lenders, and PNC Bank National Association, as administrative agent, filed as Exhibit 10.1 to Form 8‑K/A on May 26, 2021, is incorporated herein by reference.
+Added: 10(l)* Form of MSA Safety Incorporated 2023 Management Equity Incentive Plan Performance Stock Unit agreement between the registrant and its executive officers, filed as Exhibit 10(l) to Form 10-K on February 14, 2025, is incorporated herein by reference.
+Added: 10(m)* Form of MSA Safety Incorporated 2023 Management Equity Incentive Plan Restricted Stock Unit agreement between the registrant and its executive officers, filed as Exhibit 10(m) to Form 10-K on February 14, 2025, is incorporated herein by reference.
+Added: 10(n)* Form of MSA Safety Incorporated 2024 Non-Employee Directors' Equity Incentive Plan Restricted Stock agreement between the registrant and Non-employee Directors', filed as Exhibit 10(n) to Form 10-K on February 14, 2025, is incorporated herein by reference.
+Added: 10(o)* 2019 MSA Safety Incorporated Deferred Compensation Program for Non-employee Directors', filed as Exhibit 10(o) to Form 10-K on February 14, 2025, is incorporated herein by reference.
+Added: 10(p) Fifth Amended and Restated Credit Agreement dated as of April 1, 2025 by and among the Company, the other Borrowers party thereto, various Company subsidiaries, as guarantors, various financial institutions, as lenders, and PNC Bank, National Association, as administrative agent, filed as Exhibit 10.1 to Form 8-K on April 4, 2025, is incorporated herein by reference.
10(q) Third Amended and Restated Multi-Currency Note Purchase and Private Shelf Agreement dated July 1, 2021 with PGIM, Inc.
1 unchanged sentence
10(r) Second Amended and Restated Master Note Facility dated as of July 1, 2021 with NYL Investors LLC and the noteholders party thereto, filed as Exhibit 10.2 to Form 8‑K/A on July 16, 2021, is incorporated herein by reference.
−Removed: 10(s) Credit Agreement, dated January 5, 2023, by and among the Company, as borrower, various Company subsidiaries, as guarantors, various financial institutions, as lenders, and PNC Bank, National Association, as administrative agent, filed as Exhibit 10.2 to Form 8‑K on January 6, 2023, is incorporated herein by reference.
−Removed: 10(t) Amendments to Fourth Amended and Restated Credit Agreement, dated May 24, 2021, as amended, among the Company, the other Borrowers party thereto, the Guarantors party thereto, the Lenders party thereto and PNC Bank, National Association, as Administrative Agent, filed as Exhibit 10.3 to Form 8‑K on January 6, 2023, is incorporated herein by reference.
−Removed: 10(u) Amendment No.
+Added: 10(s) Amendment No.
1 and Consent to Third Amended and Restated Multicurrency Note Purchase and Private Shelf Agreement, dated as of December 30, 2022, among MSA Safety Incorporated, each of the Guarantors signatory hereto, PGIM, INC.
and each of the holders of Notes, filed as Exhibit 10.4 to Form 8‑K on January 6, 2023, is incorporated herein by reference.
+Added: 10(t) Amendment No.
+Added: 2 to Third Amended and Restated Multicurrency Note Purchase and Private Shelf Agreement, dated as of June 29, 2023, among MSA Safety Incorporated, each of the Guarantors signatory hereto, PGIM, INC.
+Added: and each of the holders of Notes, is filed herewith.
+Added: 10(u) Amendment No.
+Added: 3 to Third Amended and Restated Multicurrency Note Purchase and Private Shelf Agreement, dated as of July 1, 2024, among MSA Safety Incorporated, each of the Guarantors signatory hereto, PGIM, INC.
+Added: and each of the holders of Notes, is filed herewith.
10(v) Amendment No.
+Added: 4 to Third Amended and Restated Multicurrency Note Purchase and Private Shelf Agreement, dated as of April 1, 2025, by and among the Company, various Company subsidiaries as guarantors, PGIM, Inc.
+Added: and each of the noteholders party thereto, filed as Exhibit 10.2 to Form 8-K on April 4, 2025, is incorporated herein by reference.
+Added: 10(w) Amendment No.
1 and Consent to Second Amended and Restated Master Note Facility, dated as of December 30, 2022, among MSA Safety Incorporated, each of the Guarantors signatory hereto, NYL Investors LLC and each of the holders of Notes, filed as Exhibit 10.5 to Form 8‑K on January 6, 2023, is incorporated herein by reference.
−Removed: 19 MSA Safety Incorporated Global Insider Trading Policy is filed herewith.
+Added: 10(x) Amendment No.
+Added: 2 to Second Amended and Restated Master Note Facility, dated as of June 29, 2023, among MSA Safety Incorporated, each of the Guarantors signatory hereto, NYL Investors LLC and each of the holders of Notes, is filed herewith.
+Added: 10(y) Amendment No.
+Added: 3 to Second Amended and Restated Master Note Facility, dated as of July 1, 2024, among MSA Safety Incorporated, each of the Guarantors signatory hereto, NYL Investors LLC and each of the holders of Notes, is filed herewith.
+Added: 10(z) Amendment No.
+Added: 4 to Second Amended and Restated Master Note Facility, dated as of April 1, 2025, by and among the Company, various Company subsidiaries as guarantors, NYL Investors LLC and each of the noteholders party thereto, filed as Exhibit 10.3 to Form 8-K on April 4, 2025, is incorporated herein by reference.
+Added: 19 MSA Safety Incorporated Global Insider Trading Policy filed as Exhibit 19 to Form 10-K on February 14, 2025, is incorporated herein by reference.
21 Affiliates of the registrant is filed herewith.
2 unchanged sentences
Blanco pursuant to Rule 13a-14(a) is filed herewith.
−Removed: 31.2 Certification of Lee B.
−Removed: McChesney pursuant to Rule 13a-14(a) is filed herewith.
+Added: 31.2 Certification of Julie A.
+Added: Beck pursuant to Rule 13a-14(a) is filed herewith.
32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.§1350 is filed herewith.
18 unchanged sentences
(Principal Executive Officer) February 12, 2026
−Removed: / S / L EE B.
−Removed: Senior Vice President and Chief Financial Officer February 14, 2025
+Added: / S / J ULIE A.
+Added: Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) February 12, 2026
/ S / J ONATHAN D.
8 unchanged sentences
Director February 12, 2026
−Removed: / S / R EBECCA B.
−Removed: Director February 14, 2025
/ S / S ANDRA L.
25 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.