MSA Safety Inc 10-K

Item 9A. Controls and Procedures (a) Evaluation of disclosure controls and procedures . 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. 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. The entity is wholly-owned by MSA. (b) Changes in internal control . There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. See Item 8. Financial Statements and Supplementary Data—“Management’s Report on Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm.” Item 9B. Other Information During the three months ended December 31, 2025, no director or officer of the Company, nor the Company itself, adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. 78 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accountant Fees and Services With respect to this Part III, incorporated by reference herein pursuant to Rule 12b—23 are (1) “Election of Directors,” (2) “Executive Compensation,” (3) “Corporate Governance Matters,” (4) “Stock Ownership,” and (5) “Selection of Independent Registered Public Accounting Firm,” appearing in the Proxy Statement filed pursuant to Regulation 14A in connection with the registrant’s Annual Meeting of Shareholders to be held on May 8, 2026. The information appearing in such Proxy Statement under the caption “Audit Committee Report” and the other information appearing in such Proxy Statement and not specifically incorporated by reference herein is not incorporated herein. As to Item 10 above, also see the information reported in Part I of this Form 10-K, under the caption “Information about our Executive Officers,” which is incorporated herein by reference. As to Item 10 above, the Company has adopted a Code of Ethics applicable to its principal executive officer, principal financial officer and principal accounting officer and other Company officials. The text of the Code of Ethics is available on the Company’s website at www.MSAsafety.com . Any amendment to, or waiver of, a required provision of the Code of Ethics that applies to the Company’s principal executive, financial or accounting officer will also be posted on the Company’s Internet site at that address. As to Item 12 above, the following table sets forth information as of December 31, 2025, concerning common stock issuable under the Company’s equity compensation plans. Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by security holders 2,217 $ 48.30 1,745,669 * Equity compensation plans not approved by security holders None — None Total 2,217 48.30 1,745,669 * Includes 1,612,699 shares available for issuance under the 2023 Management Equity Incentive Plan, 79,844 shares available for issuance under the 2024 Non-Employee Directors’ Equity Incentive Plan, and 53,126 shares available for issuance under the 2014 MSA Employee Stock Purchase Plan. 79 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a) 1. Financial Statements and Report of Independent Registered Public Accounting Firm (see Part II, Item 8 of this Form 10-K). The following information is filed as part of this Form 10-K. Page Management's Report on Responsibility for Financial Reporting and Management's Report on Internal Control Over Financial Reporting 35 Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 36 Consolidated Statements of Income—three years ended December 31, 2025 39 Consolidated Statements of Comprehensive Income—three years ended December 31, 2025 40 Consolidated Balance Sheets—December 31, 2025 and 2024 41 Consolidated Statements of Cash Flows—three years ended December 31, 2025 42 Consolidated Statements of Changes in Retained Earnings and Accumulated Other Comprehensive Income—three years ended December 31, 2025 43 Notes to Consolidated Financial Statements 44 (a) 2. The following additional financial information for the three years ended December 31, 2025, is filed with the report and should be read in conjunction with the above financial statements: Schedule II—Valuation and Qualifying Accounts All other schedules are omitted because they are not applicable, not material or the required information is shown in the consolidated financial statements and consolidated notes to the financial statements listed above. (a) 3. Exhibits Several of the following exhibits are incorporated herein by reference under Rule 12b-32 of the Securities Exchange Act of 1934, as amended, as indicated next to the name of the exhibit. Several other instruments, which would otherwise be required to be listed below, have not been so listed because those instruments do not authorize securities in an amount that exceeds 10% of the total assets of the registrant and its subsidiaries on a consolidated basis. The registrant agrees to furnish a copy of any instrument that was so omitted on that basis to the Commission upon request. 3(i) Amended and restated Articles of Incorporation, filed as Exhibit 3.1 to Form 8-K on March 7, 2014, is incorporated herein by reference. 3(ii) Amended and restated By-laws of the registrant, filed as Exhibit 3.1 to Form 8-K on November 2, 2023, is incorporated herein by reference. 4(d) Description of MSA Safety Incorporated Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended, filed as Exhibit 4(d) to Form 10-K on February 20, 2020, is incorporated herein by reference. 10(a)* MSA Safety Incorporated Amended and Restated 2016 Management Equity Incentive Plan, filed as Appendix A to the registrant’s definitive proxy statement dated March 31, 2016, is incorporated herein by reference. 10(b)* Retirement Plan for Directors, as amended effective April 1, 2001, filed as Exhibit 10(a) to Form 10-Q on May 10, 2006, is incorporated herein by reference. 10(c)* Supplemental Pension Plan as of May 5, 1998, filed as Exhibit 10(d) to Form 10-Q on August 12, 2003, is incorporated herein by reference. 10(d)* Supplemental Pension Plan as amended and restated effective January 1, 2005, filed as Exhibit 10.3 to Form 10-Q on April 30, 2009, is incorporated herein by reference. 10(e)* 2024 Non-Employee Directors’ Equity Incentive Plan, filed as Exhibit A to the registrant's definitive proxy statement dated March 28, 2024, is incorporated herein by reference. 10(f)* MSA Safety, Inc. Executive Incentive Plan as of January 1, 2023, filed as Exhibit 10(g) to Form 10-K on February 16, 2024, is incorporated by reference. 80 Table of Contents 10(g)* Supplemental Executive Retirement Plan, effective January 1, 2008, filed as Exhibit 10.2 to Form 10-Q on April 30, 2009, is incorporated herein by reference. 10(h)* Form of Change-in-Control Severance Agreement between the registrant and its executive officers, filed as Exhibit 10.1 to Form 10-Q on April 30, 2009, is incorporated herein by reference. 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. 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. 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. 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. 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. 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. 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. and the noteholders party thereto, filed as Exhibit 10.1 to Form 8‑K/A on July 16, 2021, is incorporated herein by reference. 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. 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. 10(t) Amendment No. 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. and each of the holders of Notes, is filed herewith. 10(u) Amendment No. 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. and each of the holders of Notes, is filed herewith. 10(v) Amendment No. 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. 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. 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. 10(x) Amendment No. 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. 81 Table of Contents 10(y) Amendment No. 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. 10(z) Amendment No. 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. 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. 23 Consent of Ernst & Young LLP, independent registered public accounting firm is filed herewith. 31.1 Certification of Steven C. Blanco pursuant to Rule 13a-14(a) is filed herewith. 31.2 Certification of Julie A. 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. 97 MSA Safety Incorporated Mandatory Recoupment Policy filed as Exhibit 97 to Form 10-K on February 16, 2023 is incorporated herein by reference. 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document * The exhibits marked by an asterisk are management contracts or compensatory plans or arrangements. Item 16. Form 10-K Summary None. 82 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MSA SAFETY INCORPORATED February 12, 2026 By /s/ S TEVEN C. B LANCO (Date) Steven C. Blanco President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date / S / S TEVEN C. B LANCO Steven C. Blanco President and Chief Executive Officer (Principal Executive Officer) February 12, 2026 / S / J ULIE A. B ECK Julie A. Beck Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) February 12, 2026 / S / J ONATHAN D. B UCK Jonathan D. Buck Chief Accounting Officer and Controller (Principal Accounting Officer) February 12, 2026 / S / R OBERT A. B RUGGEWORTH Robert A. Bruggeworth Director February 12, 2026 / S / G REGORY B. J ORDAN Gregory B. Jordan Director February 12, 2026 / S / W ILLIAM M. L AMBERT William M. Lambert Director February 12, 2026 / S / D IANE M. P EARSE Diane M. Pearse Director February 12, 2026 / S / S ANDRA L. P HILLIPS Sandra L. Phillips Director February 12, 2026 /s/ L UCA S AVI Luca Savi Director February 12, 2026 / S / W ILLIAM R. S PERRY William R. Sperry Director February 12, 2026 / S / N ISHAN J. V ARTANIAN Nishan J. Vartanian Director February 12, 2026 83 Table of Contents SCHEDULE II MSA SAFETY INCORPORATED VALUATION AND QUALIFYING ACCOUNTS THREE YEARS ENDED DECEMBER 31, 2025 2025 2024 2023 (In thousands) Allowance for credit loss: Balance at beginning of year $ 8,047 $ 7,065 $ 6,769 Additions— Charged to costs and expenses 3,478 2,627 1,899 Deductions— Deductions from reserves, net (1)(2) 1,239 1,645 1,603 Balance at end of year $ 10,286 $ 8,047 $ 7,065 Income tax valuation allowance: Balance at beginning of year $ 4,815 $ 9,671 $ 10,017 Additions— Charged to costs and expenses (3) 1,454 1,113 2,673 Deductions— Deductions from reserves (3) 1,805 5,969 3,019 Balance at end of year $ 4,464 $ 4,815 $ 9,671 (1) Bad debts written off, net of recoveries. (2) Activity for 2025, 2024 and 2023 includes currency translation gains of $ 239 , $ 1,408 and $ 1,368 , respectively. (3) Activity for 2025, 2024 and 2023 includes currency translation gains of $ 156 , $ 218 and $ 16 , respectively. 84