What changed in this filing

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Item 1. Financial Statements

2026-07-31 compared with 2026-05-05 · 197 added, 99 removed, 583 unchanged (34% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended March 31,

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

(In thousands, except per share values) 2026 2025 2026 2025

9 unchanged sentences

Other income, net ( 7,379 ) ( 5,000 ) ( 15,060 ) ( 12,022 )

Total other expense (income), net 22 ( 188 )

Total other expense, net 572 3,116 594 2,929

Income before income taxes 111,387 82,746 204,379 160,694

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended March 31,

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

(In thousands) 2026 2025 2026 2025

3 unchanged sentences

Pension and post-retirement plan adjustments, net of tax (Note 7) 313 242 641 443

Unrealized losses on cash flow hedges (Note 7) ( 155 ) —

Unrealized gains (losses) on cash flow hedges (Note 7) 110 — ( 45 ) —

Reclassification from accumulated other comprehensive loss into net income (Note 7) ( 33 ) — ( 33 ) —

Total other comprehensive (loss) income, net of tax ( 1,798 ) 44,385 ( 7,699 ) 67,123

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands) March 31, 2026 December 31, 2025

(In thousands) June 30, 2026 December 31, 2025

Cash and cash equivalents $ 200,057 $ 165,067

40 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

(In thousands) 2026 2025

16 unchanged sentences

Capital expenditures ( 23,260 ) ( 40,118 )

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

Property disposals and other investing 36 19

3 unchanged sentences

Payments on long-term debt (Note 13) ( 775,240 ) ( 435,466 )

Debt issuance costs — ( 3,064 )

Cash dividends paid ( 41,414 ) ( 40,881 )

1 unchanged sentence

Exercise of stock options (Note 8) 23 497

Cash Flow Used in Financing Activities ( 47,223 ) ( 45,612 )

Employee stock purchase plan (Note 8) 1,079 1,082

Cash Flow (Used in) From Financing Activities ( 105,948 ) 73,979

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 6,577 ) 7,692

13 unchanged sentences

Comprehensive

Balances December 31, 2025 $ 1,546,230 $ ( 41,781 )

Balances March 31, 2026 $ 1,596,938 $ ( 47,682 )

Net income 86,194 —

1 unchanged sentence

Pension and post-retirement plan adjustments, net of tax benefit of $ 59

Unrecognized net loss on cash flow hedges (Note 17) — ( 155 )

Unrecognized gain on cash flow hedges (Note 17) — 110

Reclassification from accumulated other comprehensive loss into net income (Note 7) — ( 33 )

Common dividends ($ 0.54 per share)

Preferred dividends ($ 0.5625 per share)

Balances June 30, 2026 $ 1,662,279 $ ( 49,480 )

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

Net income 62,773 —

Foreign currency translation adjustments — 44,143

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

Common dividends ($ 0.53 per share)

Preferred dividends ($ 0.5625 per share)

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

Balances December 31, 2025 $ 1,546,230 $ ( 41,781 )

2 unchanged sentences

Pension and post-retirement plan adjustments, net of tax benefit of $ 103

Unrecognized loss on cash flow hedges (Note 17) — ( 45 )

Reclassification from accumulated other comprehensive loss into net income (Note 7) — ( 33 )

Common dividends ($ 1.07 per share)

Preferred dividends ($ 1.125 per share)

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

Balances June 30, 2026 $ 1,662,279 $ ( 49,480 )

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

Net income 122,378 —

Foreign currency translation adjustments — 66,680

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

Common dividends ($ 1.04 per share)

Preferred dividends ($ 1.125 per share)

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

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

12 unchanged sentences

Accordingly, amounts capitalized prior to the adoption date were not adjusted, and the new guidance applies only to qualifying costs incurred after adoption.

Therefore, the adoption of the standard did not have an impact on the Company’s condensed consolidated financial statements for the quarter ended March 31, 2026.

Therefore, the adoption of the standard did not have an impact on the Company’s condensed consolidated financial statements for the six months ended June 30, 2026.

Refer to Note 1 to the consolidated financial statements in Part II Item 8 of MSA's 2025 Form 10-K for a discussion of applicable standards issued and not yet adopted by the Company.

Note 2— Revenue Recognition

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

As of March 31, 2026, remaining maintenance performance obligations for managed fire service contracts were $ 27.0 million, which are expected to be recognized as revenue over the remaining contract lives which are primarily two years .

Lease revenues and interest earned by the Company, which are included in the unaudited Condensed Consolidated Statements of Income, were not material for the three month period ended March 31, 2026, or 2025.

As of June 30, 2026, remaining maintenance performance obligations for managed fire service contracts were $ 24.3 million, which are expected to be recognized as revenue over the remaining contract lives which are primarily two years .

Practical Expedients and Exemptions

10 unchanged sentences

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

(In thousands) March 31, 2026

(In thousands) June 30, 2026

Gross cash pool position $ 94,311

2 unchanged sentences

Note 4— Restructuring Charges

During the three months ended March 31, 2026, we recorded $ 2.3 million of restructuring charges.

Americas segment restructuring charges of $ 0.4 million during the three months ended March 31, 2026, were related to footprint optimization.

International segment restructuring charges of $ 0.6 million during the three months ended March 31, 2026, were primarily related to ongoing initiatives to right-size the organization in response to macroeconomic conditions.

Corporate related restructuring charges of $ 1.3 million during the three months ended March 31, 2026, were related to management restructuring.

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

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

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

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

During the three and six months ended June 30, 2026, we recorded $ 2.2 and $ 4.5 million of restructuring charges.

Americas and International segments' restructuring charges of $ 1.3 million and $ 1.3 million, respectively, during the six months ended June 30, 2026, were primarily related to footprint optimization and other ongoing initiatives to right-size the organization in response to macroeconomic conditions.

Corporate related restructuring charges of $ 1.9 million during the six months ended June 30, 2026, were related to management restructuring and to ongoing initiatives to right-size the organization in response to macroeconomic conditions.

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

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

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

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

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

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Cash payments ( 1.6 ) ( 1.1 ) ( 1.8 ) ( 4.5 )

Reserve balances at March 31, 2026 $ 0.8 $ 2.4 $ 1.2 $ 4.4

Reserve balances at June 30, 2026 $ 0.5 $ 2.7 $ 0.1 $ 3.3

Note 5— Inventories

The following table sets forth the components of inventory:

(In thousands) March 31, 2026 December 31, 2025

(In thousands) June 30, 2026 December 31, 2025

Raw materials and supplies $ 222,141 $ 228,374

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

(In thousands) March 31, 2026 December 31, 2025

(In thousands) June 30, 2026 December 31, 2025

Land $ 9,456 $ 9,549

7 unchanged sentences

Changes in accumulated other comprehensive loss were as follows:

Three Months Ended March 31,

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

(In thousands) 2026 2025 2026 2025

9 unchanged sentences

Balance at beginning of period $ ( 370 ) $ — $ ( 215 ) $ —

Unrealized losses on cash flow hedges (Note 17) ( 155 ) —

Unrealized gains (losses) on cash flow hedges (Note 17) 110 — ( 45 ) —

Reclassification from accumulated other comprehensive loss into net income (33) — (33) —

Balance at end of period $ ( 293 ) $ — $ ( 293 ) $ —

6 unchanged sentences

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

There were 71,340 shares issued and 52,998 shares held in treasury at both March 31, 2026, and December 31, 2025.

There were 71,340 shares issued and 52,998 shares held in treasury at both June 30, 2026, and December 31, 2025.

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

There were no shares of preferred stock purchased and subsequently held in treasury during the three months ended March 31, 2026, or 2025.

There were no shares of preferred stock purchased and subsequently held in treasury during the six months ended June 30, 2026, or 2025.

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

No shares have been issued as of March 31, 2026, or December 31, 2025.

No shares have been issued as of June 30, 2026, or December 31, 2025.

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

There were 62,081,391 shares issued as of March 31, 2026, and December 31, 2025.

No new shares were issued during the three months ended March 31, 2026, or 2025.

There were 38,731,722 and 38,912,629 shares outstanding at March 31, 2026, and December 31, 2025, respectively.

There were 62,081,391 shares issued as of June 30, 2026, and December 31, 2025.

No new shares were issued during the six months ended June 30, 2026, or 2025.

There were 38,604,306 and 38,912,629 shares outstanding at June 30, 2026, and December 31, 2025, respectively.

Treasury Shares - The Company's 2026 stock repurchase program authorizes up to $ 500.0 million to repurchase MSA common stock in the open market and in private transactions.

1 unchanged sentence

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

During the three months ended March 31, 2026, and 2025, the Company repurchased 277,270 and 62,125 shares, respectively, under this and the prior stock repurchase program.

There were 23,349,669 and 23,168,762 treasury shares at March 31, 2026, and December 31, 2025, respectively.

During the six months ended June 30, 2026, and 2025, the Company repurchased 427,855 and 248,768 shares, respectively, under this and the prior stock repurchase program.

There were 23,477,085 and 23,168,762 treasury shares at June 30, 2026, and December 31, 2025, respectively.

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

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

There were 150,196 and 153,734 Treasury shares issued for these purposes during the three months ended March 31, 2026, and 2025, respectively.

There were 176,136 and 187,455 Treasury shares issued for these purposes during the six months ended June 30, 2026, and 2025, respectively.

Common stock activity is summarized as follows:

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

Three Months Ended June 30, 2026 Three Months Ended June 30, 2025

(In thousands) Common

6 unchanged sentences

Treasury shares purchased for stock compensation programs — ( 455 ) — ( 534 )

Employee stock purchase program 895 184 935 147

Share repurchase program — ( 25,679 ) — ( 29,998 )

1 unchanged sentence

(a) Excludes treasury cost related to preferred stock.

Six Months Ended June 30, 2026 Six Months Ended June 30, 2025

(In thousands) Common

Stock Treasury

Balance at beginning of period $ 343,842 $ ( 483,248 ) $ 329,953 $ ( 396,604 )

Stock compensation expense 11,621 — 7,999 —

Restricted and performance stock awards ( 3,773 ) 3,773 ( 3,007 ) 3,007

Stock options exercised 12 11 295 202

Treasury shares purchased for stock compensation programs — ( 10,302 ) — ( 8,880 )

Employee stock purchase program 895 184 935 147

Share repurchase program — ( 76,126 ) — ( 39,995 )

Balance at end of period $ 352,597 $ ( 565,708 ) $ 336,175 $ ( 442,123 )

(a) Excludes treasury cost related to preferred stock.

Note 9— Segment Information

16 unchanged sentences

(In thousands) Americas International Corporate/Reconciling

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Net sales to external customers $ 341,451 $ 161,876 $ — $ 503,327

6 unchanged sentences

Pension (income) expense ( 5,427 ) 1,049 — ( 4,378 )

Total Assets 1,660,427 949,179 ( 45,620 ) (b)

Total Assets 1,626,553 966,912 8,046 2,601,511

Capital expenditures 9,304 2,845 524 12,673

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

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

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

(b) Negative Corporate/Reconciling items driven primarily by bank overdrafts under our notional cash pooling arrangement.

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

(In thousands) Americas International Corporate/Reconciling

Six Months Ended June 30, 2026

Net sales to external customers $ 666,689 $ 300,270 $ — $ 966,959

Cost of products sold 321,897 169,422 —

Selling, general and administrative 116,580 76,738 24,574

Research and development 20,992 14,517 —

Adjusted operating income 207,220 39,593

Noncash items:

Depreciation and amortization 24,325 12,911 438 37,674

Pension (income) expense ( 10,854 ) 2,098 — ( 8,756 )

Total Assets 1,626,553 966,912 8,046 2,601,511

Capital expenditures 16,962 5,131 1,167 23,260

Six Months Ended June 30, 2025

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

Cost of products sold 315,684 160,228 —

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

Research and development 19,439 13,226 —

Adjusted operating income 172,014 38,866

Noncash items:

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

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

Total Assets 1,569,407 956,490 24,314 2,550,211

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

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

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

Three Months Ended March 31,

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

(In thousands) 2026 2025 2026 2025

7 unchanged sentences

Transaction costs (a)

1,677 6,645 3,864 8,099

Income before income taxes $ 111,387 $ 82,746 $ 204,379 $ 160,694

2 unchanged sentences

Total sales by product group was as follows:

Three Months Ended March 31, 2026 Consolidated Americas International

Three Months Ended June 30, 2026 Consolidated Americas International

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

6 unchanged sentences

Total $ 503,327 100 % $ 341,451 100 % $ 161,876 100 %

Three Months Ended March 31, 2025 Consolidated Americas International

Three Months Ended June 30, 2025 Consolidated Americas International

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

6 unchanged sentences

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

Six Months Ended June 30, 2026 Consolidated Americas International

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

Detection (a)

$ 382,218 40 % $ 262,602 39 % $ 119,616 40 %

Fire Service (b)

321,164 33 % 224,335 34 % 96,829 32 %

Industrial PPE and Other (c)

263,577 27 % 179,752 27 % 83,825 28 %

Total $ 966,959 100 % $ 666,689 100 % $ 300,270 100 %

Six Months Ended June 30, 2025 Consolidated Americas International

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

Detection (a)

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

Fire Service (b)

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

Industrial PPE and Other (c)

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

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

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

Detection includes the sales of the acquired M&C TechGroup and its affiliated companies (“M&C”), from May 6 th , 2025, onward (Americas and International).

Detection includes the sales of the acquired M&C TechGroup and its affiliated companies (“M&C”), from May 6, 2025, onward (Americas and International).

Refer to Note 15—Acquisitions for further information.

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

Three Months Ended March 31,

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

(In thousands, except per share values) 2026 2025 2026 2025

12 unchanged sentences

Note 11— Income Taxes

The Company's effective tax rate for the three months ended March 31, 2026, was 23.4 %, which differs from the U.S.

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

The Company's effective tax rate for the three months ended March 31, 2025, was 23.5 %, which differs from the U.S.

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

At March 31, 2026, the Company had a gross liability for unrecognized tax benefits of $ 4.3 million.

The Company has recognized tax benefits associated with these liabilities of $ 1.5 million at March 31, 2026.

The Company's effective tax rate for the three months ended June 30, 2026, was 22.6 %, which differs from the United States of America ("U.S.") federal statutory rate of 21.0%, primarily due to state income taxes, partially offset by benefits associated with the finalization of initial global minimum corporate tax return filings (referred to as Pillar 2).

The Company's effective tax rate for the three months ended June 30, 2025, was 24.1 %, which differs from the U.S.

federal statutory rate of 21.0%, primarily due to state income taxes and nondeductible executive compensation.

The Company's effective tax rate for the six months ended June 30, 2026, was 23.0 %, which differs from the U.S.

federal statutory rate of 21.0%, primarily due to state income taxes, partially offset by benefits associated with the finalization of initial global minimum corporate tax return filings (referred to as Pillar 2).

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

federal statutory rate of 21.0%, primarily due to state income taxes and nondeductible executive compensation.

At June 30, 2026, the Company had a gross liability for unrecognized tax benefits of $ 4.3 million.

The Company has recognized tax benefits associated with these liabilities of $ 1.5 million at June 30, 2026.

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

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

The Company's liability for accrued interest related to uncertain tax positions was $ 0.5 million at March 31, 2026.

The Company's liability for accrued interest related to uncertain tax positions was $ 0.5 million at June 30, 2026.

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

While we believe our tax positions will be sustained, the final outcome of tax audits and related litigation may differ materially from the tax amounts recorded in our unaudited condensed consolidated financial statements.

On July 4, 2025, the United States enacted into law the One, Big, Beautiful Bill Act (“the Act”).

On July 4, 2025, the U.S.

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 for the quarter ended March 31, 2026 .

The Act did not have a material impact on the financial statements for the six months ended June 30, 2026 .

Note 12— Stock Plans

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

Three Months Ended March 31,

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

(In thousands) 2026 2025 2026 2025

3 unchanged sentences

We have not capitalized any stock-based compensation expense.

A summary of stock option activity for the three months ended March 31, 2026, is as follows:

A summary of stock option activity for the six months ended June 30, 2026, is as follows:

Shares Weighted Average

2 unchanged sentences

Exercised ( 510 ) 44.59

Outstanding and exercisable at March 31, 2026 1,717 $ 49.41

Outstanding and exercisable at June 30, 2026 1,707 $ 49.41

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

A summary of restricted stock activity for the three months ended March 31, 2026, is as follows:

A summary of restricted stock activity for the six months ended June 30, 2026, is as follows:

Shares Weighted Average

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Forfeited ( 9,762 ) 178.66

Unvested at March 31, 2026 173,525 $ 174.27

Unvested at June 30, 2026 161,117 $ 175.80

The final number of shares to be issued for performance stock units granted in the first quarter of 2026 may range from 0 % to 200 % of the target award based on achieving the specified performance targets over the performance period, including a relative TSR metric.

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Expected life is based on historical stock option exercise data.

A summary of performance stock unit activity for the three months ended March 31, 2026, is as follows:

A summary of performance stock unit activity for the six months ended June 30, 2026, is as follows:

Shares Weighted Average

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Forfeited ( 7,680 ) 185.99

Unvested at March 31, 2026 133,614 $ 188.25

Unvested at June 30, 2026 133,266 $ 188.21

(a) Performance adjustments relate primarily to the final number of shares issued for the 2023 performance unit awards which vested in the first quarter of 2026 at 180 % of the target award based on both cumulative performance against EBITDA margin and revenue growth targets and MSA's total shareholder return during the three-year performance period.

Note 13— Long-Term Debt

(In thousands) March 31, 2026 December 31, 2025

(In thousands) June 30, 2026 December 31, 2025

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

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

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

The 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, and (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 4.43 % as of March 31, 2026.

At March 31, 2026, $ 972.3 million of the existing $ 1.3 billion revolving credit facility was unused, including letters of credit issued under the facility.

The Company has a weighted average revolver interest rate of 4.31 % as of June 30, 2026.

At June 30, 2026, $ 986.0 million of the existing $ 1.3 billion revolving credit facility was unused, including letters of credit issued under the facility.

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

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

As of March 31, 2026, the Company has outstanding £ 30.5 million (approximately $ 40.4 million at March 31, 2026) of 3.4 % Series B Senior Notes due January 22, 2031.

Remaining maturities of this note are £ 6.1 million (approximately $ 8.1 million at March 31, 2026) due annually through January 2031.

As of June 30, 2026, the Company has outstanding £ 30.5 million (approximately $ 40.5 million at June 30, 2026) of 3.4 % Series B Senior Notes due January 22, 2031.

Remaining maturities of this note are £ 6.1 million (approximately $ 8.1 million at June 30, 2026) due annually through January 2031.

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

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

As of March 31, 2026, the Company was in full compliance with the restrictive covenants under its various credit agreements.

The Company had outstanding bank guarantees and standby letters of credit with banks as of March 31, 2026, totaling $ 7.7 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.

As of June 30, 2026, the Company was in full compliance with the restrictive covenants under its various credit agreements.

The Company had outstanding bank guarantees and standby letters of credit with banks as of June 30, 2026, totaling $ 10.0 million, of which $ 1.5 million relate to the Revolving Credit Facility.

The guarantees and letters of credit serve to cover customer requirements in connection with certain sales orders as well as vendor requirements.

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

As of March 31, 2026, the Company has $ 1.2 million of restricted cash in support of these arrangements.

As of June 30, 2026, the Company has $ 1.2 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.

2 unchanged sentences

Note 14— Goodwill and Intangible Assets, Net

Changes in goodwill during the three months ended March 31, 2026, were as follows:

Changes in goodwill during the six months ended June 30, 2026, were as follows:

(In thousands) Goodwill

1 unchanged sentence

Currency translation ( 5,537 )

Balance at March 31, 2026 $ 727,440

At March 31, 2026, goodwill of $ 481.4 million and $ 246.0 million related to the Americas and International reportable segments, respectively.

Changes in intangible assets, net, during the three months ended March 31, 2026, were as follows:

Balance at June 30, 2026 $ 726,055

At June 30, 2026, goodwill of $ 481.4 million and $ 244.7 million related to the Americas and International reportable segments, respectively.

Changes in intangible assets, net, during the six months ended June 30, 2026, were as follows:

(In thousands) Intangible Assets

2 unchanged sentences

Currency translation ( 2,472 )

Net balance at March 31, 2026 $ 291,991

At March 31, 2026, intangible assets, net, includes a trade name related to Globe Manufacturing Company, LLC (“Globe”) with an indefinite life totaling $ 60.0 million .

Net balance at June 30, 2026 $ 285,721

At June 30, 2026, intangible assets, net, includes a trade name related to Globe Manufacturing Company, LLC (“Globe”) with an indefinite life totaling $ 60.0 million .

Note 15— Acquisitions

6 unchanged sentences

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 M&C’s assets acquired and liabilities assumed at the acquisition date:

The Company finalized the purchase price allocation during the second quarter of 2026.

The following table summarizes

the fair values of the M&C assets acquired and liabilities assumed at the date of the acquisition:

(In millions) May 6, 2025

8 unchanged sentences

Net assets acquired $ 199.3

The amounts in the table above are substantially complete, but subject to change through the second quarter of 2026 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.

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

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

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This Goodwill is nondeductible for tax purposes.

The operating results of this acquisition have been included in our unaudited condensed consolidated financial statements from the acquisition date through March 31, 2026.

Our results for the three months ended March 31, 2026, include sales and net income of $ 14.9 million and $ 0.4 million, respectively, attributable to this acquisition.

The operating results of this acquisition have been included in our unaudited condensed consolidated financial statements from the acquisition date through June 30, 2026.

Our results for the three months ended June 30, 2026, include sales and net income of $ 16.0 million and $ 1.8 million, respectively, attributable to this acquisition.

Our results for the six months ended June 30, 2026, include sales and net income of $ 30.9 million and $ 2.2 million, respectively, attributable to this acquisition.

Note 16— Pensions and Other Post-retirement Benefits

2 unchanged sentences

(In thousands) 2026 2025 2026 2025

Three Months Ended March 31,

Three Months Ended June 30,

Service cost $ 2,013 $ 2,007 $ 21 $ 31

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Recognized net actuarial losses 205 197 127 163

Settlements — 721 — —

Net periodic benefit (income) cost (a)

$ ( 4,378 ) $ ( 3,069 ) $ 376 $ 470

Six Months Ended June 30,

Service cost $ 4,026 $ 4,001 $ 42 $ 62

Interest cost 11,564 11,913 455 552

Expected return on plan assets ( 24,836 ) ( 24,010 ) — —

Amortization of prior service cost 80 64 — —

Recognized net actuarial losses 410 394 254 326

Settlements — 721

Net periodic benefit (income) cost (a)

$ ( 8,756 ) $ ( 6,917 ) $ 751 $ 940

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

We made contributions of $ 2.2 million and $ 1.8 million to our pension plans during the three months ended March 31, 2026, and 2025, respectively.

We made contributions of $ 4.5 million and $ 3.7 million to our pension plans during the six months ended June 30, 2026, and 2025, respectively.

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 reporting segment.

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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 unaudited Condensed Consolidated Statements of Income.

The notional amount of open forward contracts not designated as hedging instruments was $ 109.2 million and $ 113.4 million at March 31, 2026, and December 31, 2025, respectively.

The notional amount of open forward contracts not designated as hedging instruments was $ 122.2 million and $ 113.4 million at June 30, 2026, and December 31, 2025, respectively.

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

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

At March 31, 2026, and December 31, 2025, the notional amount of open foreign currency exchange forward contracts designated as cash flow hedges was $ 23.7 million and $ 31.6 million, respectively.

At June 30, 2026, and December 31, 2025, the notional amount of open foreign currency exchange forward contracts designated as cash flow hedges was $ 15.8 million and $ 31.6 million, respectively.

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 March 31, 2026, will mature by December 2026.

All open foreign currency exchange forward contracts designated as cash flow hedges outstanding at June 30, 2026, will mature by December 2026.

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

(In thousands) March 31, 2026 December 31, 2025

(In thousands) June 30, 2026 December 31, 2025

Derivatives not designated as hedging instruments:

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

Three Months Ended March 31,

Six Months Ended June 30,

(In thousands) 2026 2025

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currency exchange losses, net $ ( 879 ) $ ( 4,432 )

Derivatives designated as cash flow hedges:

Foreign exchange contracts:

cost of products sold $ ( 33 ) $ —

Note 18— Fair Value Measurements

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

The reported carrying amount of our fixed rate long-term debt, including the current portion of long-term debt, was $ 290.4 million and $ 299.3 million at March 31, 2026, and December 31, 2025, respectively.

The fair value of this debt was $ 260.0 million and $ 272.5 million at March 31, 2026, and December 31, 2025, respectively.

The reported carrying amount of our fixed rate long-term debt, including the current portion of long-term debt, was $ 290.5 million and $ 299.3 million at June 30, 2026, and December 31, 2025, respectively.

The fair value of this debt was $ 260.9 million and $ 272.5 million at June 30, 2026, and December 31, 2025, respectively.

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

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

As of April 30, 2026, Globe was named as a defendant in 1,275 lawsuits comprised of about 21,619 claims based on a largely common set of assertions, predominantly styled as individual personal injury claims and including several putative class actions.

As of July 27, 2026, Globe was named as a defendant in 1,222 lawsuits comprised of 21,372 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.

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

(In thousands) Three Months Ended March 31, 2026 Year Ended

(In thousands) Six Months Ended June 30, 2026 Year Ended

December 31, 2025

5 unchanged sentences

Ending warranty reserve $ 12,157 $ 11,864

Warranty expense was $ 4.3 million and $ 3.2 million for the three months ended March 31, 2026, and 2025, respectively, and is included in Costs of products sold on the unaudited Condensed Consolidated Statements of Income.

Warranty expense was $ 8.3 million and $ 6.5 million for the six months ended June 30, 2026, and 2025, respectively, and is included in Costs of products sold on the unaudited Condensed Consolidated Statements of Income.

Note 20— Subsequent Event

On May 5, 2026, MSA and Aegir Safety Holdings AS, an indirect wholly owned subsidiary of MSA, entered into an agreement to acquire Autronica Buyer Norway AS and its affiliated companies (referred to herein collectively as “Autronica”).

for approximately $ 555 million in cash.

On July 9, 2026, the Company completed its acquisition of 100 % of the common stock of Autronica Fire and Security (“Autronica”) for approximately $ 555 million in cash, net of cash acquired and subject to customary purchase price adjustments.

Headquartered in Norway and employing approximately 500 employees worldwide, Autronica is a designer, manufacturer and supplier of fire detection, gas detection and alarm systems.

Autronica serves the critical infrastructure, energy and maritime sectors.

The transaction is expected to close in the third quarter of 2026, subject to customary closing conditions and regulatory approvals, and will be funded through a combination of cash on hand and borrowings under our existing credit facility.

The transaction was funded through a combination of cash on hand and borrowings under our existing credit facility.

The initial accounting for the acquisition, including the determination of the consideration transferred and the fair values of the assets acquired and liabilities assumed, is not yet complete.

Disclosure related to the preliminary identification and measurement of identifiable assets acquired and liabilities assumed, including the allocation of the purchase price and determination of goodwill, will be provided in the third quarter Form 10-Q and will be further refined throughout the one year measurement period.

Furthermore, higher corporate development expenses attributable to various transaction closing costs, as well as increased variable compensation costs associated with higher performance stock expense, are anticipated to be recognized in the third quarter.

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

What changed 10-Q

Item 1. Financial Statements