What changed in this filing

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Item 1. Financial Statements

2025-05-06 compared with 2025-02-05 · 129 added, 79 removed, 538 unchanged (28% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

December 31, September 30,

March 31, September 30,

(in millions, except share amounts)

22 unchanged sentences

60,000,000 shares authorized;

none outstanding at December 31, 2024, and September 30, 2024

none outstanding at March 31, 2025, and September 30, 2024

Common stock:

1 unchanged sentence

600,000,000 shares authorized;

156,563,285 and 156,227,170 shares outstanding at December 31, 2024, and September 30, 2024, respectively

156,655,939 and 156,227,170 shares outstanding at March 31, 2025, and September 30, 2024, respectively

Additional paid-in capital 1,183.8 1,205.2

7 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three months ended

Three months ended Six months ended

March 31, March 31,

2025 2024 2025 2024

(in millions, except per share amounts)

8 unchanged sentences

Other expenses:

Pension expense other than service — 1.0

Pension (benefit) expense other than service ( 0.1 ) 1.0 ( 0.1 ) 2.0

Interest expense, net 2.3 3.6 3.9 6.9

15 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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Three months ended Six months ended

March 31, March 31,

2025 2024 2025 2024

(in millions)

13 unchanged sentences

comprehensive

(loss) income Total

(in millions)

5 unchanged sentences

Common stock issued — 1.6 — — 1.6

Other comprehensive income, net of tax — — — ( 0.9 ) ( 0.9 )

Other comprehensive loss, net of tax — — — ( 0.9 ) ( 0.9 )

Balance at December 31, 2024 $ 1.6 $ 1,194.8 $ ( 330.6 ) $ ( 31.7 ) $ 834.1

Net income — — 51.3 — 51.3

Dividends declared — ( 10.5 ) — — ( 10.5 )

Stock-based compensation — 2.5 — — 2.5

Shares retained for employee taxes — ( 0.3 ) — — ( 0.3 )

Common stock issued — 2.3 — — 2.3

Stock repurchased under buyback program — ( 5.0 ) — — ( 5.0 )

Other comprehensive loss, net of tax — — — ( 0.8 ) ( 0.8 )

Balance at March 31, 2025 $ 1.6 $ 1,183.8 $ ( 279.3 ) $ ( 32.5 ) $ 873.6

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

MUELLER WATER PRODUCTS, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

stock Additional

12 unchanged sentences

Balance at December 31, 2023 $ 1.6 $ 1,231.9 $ ( 467.5 ) $ ( 34.8 ) $ 731.2

Net income — — 44.3 — 44.3

Dividends declared — ( 10.0 ) — — ( 10.0 )

Stock-based compensation — 1.9 — — 1.9

Shares retained for employee taxes — ( 0.2 ) — — ( 0.2 )

Common stock issued — 1.1 — — 1.1

Stock repurchased under buyback program — ( 10.0 ) — — ( 10.0 )

Other comprehensive loss, net of tax — — — ( 3.8 ) ( 3.8 )

Balance at March 31, 2024 $ 1.6 $ 1,214.7 $ ( 423.2 ) $ ( 38.6 ) $ 754.5

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

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months ended

Six months ended

(in millions)

4 unchanged sentences

Amortization 3.6 13.7

Gain on sale of assets — ( 0.1 )

Non-cash asset impairment 1.0 —

(Gain) loss on sale of assets ( 0.1 ) 0.4

Stock-based compensation 5.0 4.5

17 unchanged sentences

Dividends paid ( 21.0 ) ( 20.0 )

Common stock repurchased under buyback program ( 5.0 ) ( 10.0 )

Employee taxes related to stock-based compensation ( 4.3 ) ( 1.6 )

Common stock issued 3.9 1.5

Payments for finance lease obligations ( 0.2 ) ( 0.2 )

Debt issuance costs — ( 0.8 )

Principal payments for finance lease obligations ( 0.5 ) ( 0.5 )

Net cash used in financing activities ( 26.9 ) ( 31.4 )

4 unchanged sentences

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

Three months ended

Six months ended

(in millions)

2 unchanged sentences

Cash paid for income taxes, net $ 30.5 $ 25.4

Non-cash investing and financing activities:

Property, plant and equipment accrued and unpaid $ 4.8 $ —

Property, plant and equipment acquired through finance leases $ 1.1 $ 1.5

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

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE THREE MONTHS ENDED DECEMBER 31, 2024

AS OF AND FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2025

Organization and Basis of Presentation

13 unchanged sentences

Our business is seasonal as a result of the impact of cold weather conditions.

Net sales and operating income historically have been lowest in the three-month periods ending December 31 and March 31 when the northern United States and most of Canada generally face weather conditions that restrict significant construction and other field crew activity.

Therefore, the results of operations for the three months ended December 31, 2024 are not necessarily indicative of operating results that may be achieved for any other interim period or the full year.

Net sales and operating income historically have been lowest in the three-month periods ending December 31 and March 31 when the northern United States (“U.S.”) and most of Canada generally face weather conditions that restrict significant construction and other field crew activity.

Therefore, the results of operations for the six months ended March 31, 2025 are not necessarily indicative of operating results that may be achieved for any other interim period or the full year.

Unless the context indicates otherwise, whenever we refer to a particular year, we mean our fiscal year ended or ending September 30 in that particular calendar year.

29 unchanged sentences

We are currently evaluating the impact ASU 2024-03 will have on our financial statements and related disclosures.

Status of U.S.

Securities and Exchange Commission (“SEC”) Climate Disclosure Rules

In March 2024, the SEC adopted final rules on the enhancement and standardization of climate-related disclosures, which were to become effective on a phased-in timeline in fiscal years beginning in 2025.

However, in April 2024, due to legal challenges to the rule, the SEC voluntarily stayed implementation of the final rules.

If the rules survive judicial review and are not effectively rescinded by the SEC, they will require registrants to disclose certain climate-related information, including Scope 1 and Scope 2 greenhouse gas emissions and other climate-related topics, in registration statements and annual reports.

Additionally, the rules would require disclosure in the notes to the financial statements of the effects of severe weather events and other natural conditions, subject to materiality thresholds.

Strategic Reorganization and Other Charges

The Company expects to incur certain costs related to the decommissioning and probable demolition of its legacy foundry in Decatur, Illinois, the amount of which is not estimable at this time.

During the three months ended December 31, 2024, we recorded approximately $ 1.7 million in Strategic reorganization and other charges consisting of expenses associated with our leadership transition and severance.

During the three months ended December 31, 2023, we recorded approximately $ 6.6 million in Strategic reorganization and other charges consisting of expenses associated with our leadership transition and cybersecurity incidents, as well as other transaction-related expenses.

The Company expects to incur certain costs related to the decommissioning and demolition of its legacy foundry in Decatur, Illinois, the amount of which is not estimable at this time.

During the six months ended March 31, 2025, we recorded approximately $ 4.1 million in Strategic reorganization and other charges consisting of expenses associated with our leadership transition, non-cash asset impairment and certain transaction-related expenses.

During the six months ended March 31, 2024, we recorded approximately $ 9.8 million in Strategic reorganization and other charges consisting of expenses associated with our leadership transition, severance, certain transaction-related expenses, as well as cybersecurity incidents expense.

Activity in accrued Strategic reorganization and other charges, reported as part of Other current liabilities, is presented below:

Three months ended

Six months ended

(in millions)

43 unchanged sentences

Deferred revenue primarily consists of amounts related to monitoring, leak detection, software and hosting services.

In each of the three months ended December 31, 2024 and 2023, we recognized approximately $ 2.3 million of revenue that was previously deferred.

Additionally, during the three months ended December 31, 2024 and 2023, we recorded approximately $ 2.1 million and $ 1.5 million, respectively, of additional deferred revenue.

During the three months ended March 31, 2025 and 2024, we recognized approximately $ 2.3 million and $ 1.9 million, respectively, of revenue that was previously deferred.

For the six months ended March 31, 2025 and 2024, we recognized approximately $ 4.6 million and $ 4.2 million of revenue that was previously deferred.

Additionally, during the three months ended March 31, 2025 and 2024, we recorded approximately $ 2.1 million and $ 2.4 million, respectively, of additional deferred revenue.

For the six months ended March 31, 2025 and 2024, we recorded approximately $ 4.2 million and $ 3.9 million, respectively, of additional deferred revenue.

We estimate that noncurrent deferred revenue will be recognized as follows:

1 unchanged sentence

The table below represents the balances of our customer receivables and deferred revenue:

December 31, September 30,

March 31, September 30,

(in millions)

26 unchanged sentences

federal statutory income tax rate and the effective income tax rate is presented below:

Three months ended

Three months ended Six months ended

March 31, March 31,

2025 2024 2025 2024

federal statutory income tax rate 21.0 % 21.0 % 21.0 % 21.0 %

10 unchanged sentences

Effective income tax rate 24.2 % 24.8 % 23.7 % 22.7 %

At December 31, 2024 and September 30, 2024, the gross liabilities for unrecognized income tax benefits were $ 3.4 million and $ 3.0 million, respectively, and are included in Other noncurrent liabilities.

During the three months ended December 31, 2023, we recorded $ 1.6 million in income tax benefits due to the release of an uncertain tax position that expired on December 31, 2023.

During the three months ended December 31, 2024 and 2023, there were no material changes to other uncertain tax positions.

At March 31, 2025 and September 30, 2024, the gross liabilities for unrecognized income tax benefits were $ 3.6 million and $ 3.0 million, respectively, and are included in Other noncurrent liabilities.

During the six months ended March 31, 2024, we recorded $ 1.6 million in income tax benefits due to the release of an uncertain tax position that expired on December 31, 2023.

Borrowing Arrangements

The components of our long-term debt are as follows:

December 31, September 30,

March 31, September 30,

(in millions)

10 unchanged sentences

Borrowings under the ABL bear interest at a floating rate equal to Secured Overnight Financing Rate (“SOFR”) plus an adjustment of 10 basis points and an applicable margin range of 150 to 175 basis points, or a base rate (as defined in the ABL) plus an applicable margin range of 50 to 75 basis points.

At December 31, 2024, the applicable margin was 150 basis points for SOFR-based loans and 50 basis points for base rate loans.

At March 31, 2025, the applicable margin was 150 basis points for SOFR-based loans and 50 basis points for base rate loans.

The ABL is subject to mandatory prepayments if total outstanding borrowings under the ABL are greater than the aggregate commitments under the revolving credit facility or if we dispose of overdue accounts receivable in certain circumstances.

1 unchanged sentence

Prepayments can be made at any time without penalty.

The ABL allows for payments such as cash dividends on our common stock up to certain thresholds.

Substantially all of our United States subsidiaries are borrowers under the ABL and are jointly and severally liable for outstanding borrowings.

Our obligations under the ABL are secured by a first-priority perfected lien on all of our United States inventory, accounts receivable, certain cash balances and other supporting assets.

The ABL allows cash dividend payments on the Company’s common stock of approximately $ 56.4 million in fiscal 2025, with such amount increasing 10 % annually as set out in the ABL.

Additionally, cash dividend payments in excess of such limits, repurchases of common stock and certain other Restricted Payments (as defined in the ABL) are permitted if (i) Pro Forma Availability (as defined in the ABL) is (i) greater than or equal to the greater of 17.5 % of the Loan Cap (as defined in the ABL) and $ 30.6 million for each day during the 30 -day period prior to such Restricted Payment, or (ii) Pro Forma Availability is greater than 12.5 % but less than 17.5 % of the Loan Cap and $ 21.9 million for each day during the 30 -day period prior to such Restricted Payment and the fixed charge coverage ratio of the most recently ended Measurement Period (as defined in the ABL) is at least 1 to 1.

Substantially all of our U.S.

subsidiaries are borrowers under the ABL and are jointly and severally liable for outstanding borrowings.

Our obligations under the ABL are secured by a first-priority perfected lien on all of our U.S.

inventory, accounts receivable, certain cash balances and other supporting assets.

The ABL includes a commitment fee for any unused borrowing capacity of 37.5 basis points per annum when the unused capacity is above 50 % of the credit commitments, with a step down to 25.0 basis points per annum when unused capacity is less than or equal to 50 % of the credit commitments.

At December 31, 2024, the commitment fee was 37.5 basis points.

Borrowings are not subject to any financial maintenance covenants unless excess availability is less than the greater of $ 17.5 million and 10 % of the Loan Cap (as defined in the ABL).

Excess availability based on December 31, 2024 data was $ 163.0 million, as reduced by $ 11.8 million of outstanding letters of credit and $ 0.2 million of accrued fees and expenses.

At March 31, 2025, the commitment fee was 37.5 basis points.

Borrowings are not subject to any financial maintenance covenants unless excess availability is less than the greater of $ 17.5 million and 10 % of the Loan Cap.

Excess availability based on March 31, 2025 data was $ 163.0 million, as reduced by $ 11.8 million of outstanding letters of credit and $ 0.2 million of accrued fees and expenses.

4.0 % Senior Unsecured Notes.

2 unchanged sentences

Proceeds from the 4.0% Senior Notes, along with cash on hand, were used to redeem our previously existing notes.

Substantially all of our United States subsidiaries guarantee the 4.0 % Senior Notes, which are subordinate to borrowings under our ABL.

Based on quoted market prices, which is a Level 1 measurement, the outstanding 4.0 % Senior Notes had a fair value of $ 416.8 million at December 31, 2024.

Substantially all of our U.S.

subsidiaries guarantee the 4.0 % Senior Notes, which are subordinate to borrowings under our ABL.

Based on quoted market prices, which is a Level 1 measurement, the outstanding 4.0 % Senior Notes had a fair value of $ 419.4 million at March 31, 2025.

An indenture governing the 4.0 % Senior Notes (“Indenture”) contains customary covenants and events of default, including covenants that limit our ability to incur certain debt and liens.

There are no financial maintenance covenants associated with the Indenture.

We believe we were in compliance with these covenants at December 31, 2024.

We believe we were in compliance with these covenants at March 31, 2025.

We may redeem some or all of the 4.0 % Senior Notes at any time after June 15, 2024, at specified redemption prices.

4 unchanged sentences

The components of net periodic cost for our Pension Plan are presented below:

Three months ended

Three months ended Six months ended

March 31, March 31,

2025 2024 2025 2024

(in millions)

Service cost $ 0.1 $ 0.1 $ 0.3 $ 0.3

Pension expense other than service:

Pension (benefit) expense other than service:

Interest cost 3.0 3.5 6.0 7.0

1 unchanged sentence

Amortization of actuarial net loss 0.5 0.8 1.1 1.6

Pension expense other than service — 1.0

Pension (benefit) expense other than service ( 0.1 ) 1.0 ( 0.1 ) 2.0

Net periodic cost $ — $ 1.1 $ 0.2 $ 2.3

The amortization of actuarial losses, net of income tax, is recorded as a component of Other comprehensive income.

For each of the three months ended December 31, 2024 and 2023, the amortization of actuarial net loss is shown net of income tax of $ 0.2 million in the condensed consolidated statements of comprehensive income.

For the three months ended March 31, 2025 and 2024, the amortization of actuarial net loss is shown net of income tax of $ 0.1 million and $ 0.2 million, respectively, in the condensed consolidated statements of comprehensive income.

For the six months ended March 31, 2025 and 2024, the amortization of actuarial loss is shown net of income tax of $ 0.3 million and $ 0.4 million, respectively, in the condensed consolidated statements of comprehensive income.

Stock-based Compensation Plans

2 unchanged sentences

2012 Phantom Plan, and Employee stock purchase plan instruments under our 2006 Employee Stock Purchase Plan.

Grants issued during the three months ended December 31, 2024 are as follows:

Grants issued during the six months ended March 31, 2025 are as follows:

Number granted Weighted average grant date fair value per instrument Total grant date fair value

7 unchanged sentences

Employee stock purchase plan instruments 24,621 $ 3.86 0.1

Total - Year-to-date ended December 31, 2024 $ 11.3

Total - Quarter ended December 31, 2024 $ 11.3

Quarter ended March 31, 2025

MRSUs 7,692 $ 41.24 $ 0.3

PRSUs 7,692 25.19 0.2

Restricted stock units 84,355 26.60 2.2

Non-qualified stock options 21,198 9.14 0.2

Employee stock purchase plan instruments 24,802 $ 4.53 0.1

Total - Quarter ended March 31, 2025 3.0

Total - Year-to-date ended March 31, 2025 $ 14.3

An MRSU award represents a target number of units that may be paid out at the end of a three-year award cycle based on a calculation of our relative total shareholder return (“TSR”) performance as compared with the TSR of a selected peer group.

3 unchanged sentences

The assumptions used to determine the grant date fair value are indicated below for awards granted to date during the current fiscal year.

December 3, 2024

2024 March 3,

Variables used in determining grant date fair value:

3 unchanged sentences

The expected dividend yield is based on our estimated annual dividend and our stock price history at the grant date.

The risk-free interest rate is based on the United States Treasury zero-coupon yield in effect at the grant date with a term equal to the expected term.

The risk-free interest rate is based on the U.S.

Treasury zero-coupon yield in effect at the grant date with a term equal to the expected term.

The expected term represents the average period of time the units are expected to be outstanding.

At December 31, 2024, the outstanding Phantom Plan instruments had a fair value of $ 22.50 per instrument and our accrued liability for Phantom Plan instruments was $ 2.9 million and is included within Other current liabilities for amounts related to instruments scheduled to vest in twelve months or less and Other noncurrent liabilities for amounts related to instruments scheduled to vest beyond twelve months.

At March 31, 2025, the outstanding Phantom Plan instruments had a fair value of $ 25.42 per instrument and our accrued liability for Phantom Plan instruments was $ 4.1 million and is included within Other current liabilities for amounts related to instruments scheduled to vest in twelve months or less and Other noncurrent liabilities for amounts related to instruments scheduled to vest beyond twelve months.

Stock options generally vest ratably on each anniversary date of the original grant over three years .

1 unchanged sentence

The assumptions used to determine the grant date fair value are indicated below for awards granted to date during the current fiscal year.

December 3, 2024

2024 March 3,

Variables used in determining grant date fair value:

3 unchanged sentences

The expected dividend yield is based on our estimated annual dividend and our stock price history at the grant date.

The risk-free interest rate is based on the United States Treasury zero-coupon yield in effect at the grant date with a term equal to the expected term.

The risk-free interest rate is based on the U.S.

Treasury zero-coupon yield in effect at the grant date with a term equal to the expected term.

The expected term represents the average period of time the options are expected to be outstanding.

7 unchanged sentences

Generally, all full-time, active employees are eligible to participate in the ESPP, subject to certain restrictions.

Employee purchases are funded through payroll deductions, and any excess payroll withholdings are returned to the employee.

Employee purchases are funded through payroll deductions, and any

excess payroll withholdings are returned to the employee.

The price for the shares purchased under the ESPP is 85 % of the lower of the closing price on the first day or the last day of the offering period.

We issued 260,727 shares of common stock to settle PRSUs vested during the three months ended December 31, 2024.

Additionally, we issued 112,597 shares of common stock to settle restricted stock units vested during the three months ended

December 31, 2024.

Finally, we issued 94,877 shares of common stock to settle stock options exercised during the three months ended December 31, 2024.

Common shares totaling 156,060 were surrendered to us to pay the applicable tax withholding obligations of equity award participants for the three months ended December 31, 2024.

Operating income included stock-based compensation expense of $ 3.9 million and $ 3.4 million during the three months ended December 31, 2024 and 2023, respectively.

At December 31, 2024, there was approximately $ 16.9 million of unrecognized compensation expense related to stock-based compensation arrangements, which will be expensed through December 2027.

We excluded 133,543 and 712,164 stock-based compensation instruments from the calculations of diluted earnings per share in the three months ended December 31, 2024 and 2023, respectively, since their inclusion would have been antidilutive.

We issued 260,727 shares of common stock to settle PRSUs vested during the six months ended March 31, 2025;

no shares of common stock were issued to settle PRSUs during the three months ended March 31, 2025.

Additionally, we issued 114,895 and 227,492 shares of common stock to settle restricted stock units vested during the three and six months ended March 31, 2025.

Finally, we issued 151,700 and 246,577 shares of common stock to settle stock options exercised during the three and six months ended March 31, 2025.

Common shares totaling 13,428 and 169,488 were surrendered to us to pay the applicable tax withholding obligations of equity award participants for the three and six months ended March 31, 2025.

Operating income included stock-based compensation expense of $ 3.7 million and $ 3.0 million during the three months ended March 31, 2025 and 2024, respectively.

Operating income included stock-based compensation of $ 7.6 million and $ 6.4 million during the six months ended March 31, 2025 and 2024, respectively.

At March 31, 2025, there was approximately $ 16.8 million of unrecognized compensation expense related to stock-based compensation arrangements, which will be expensed through March 2028.

We excluded 323,349 and 603,417 stock-based compensation instruments from the calculations of diluted earnings per share in the three months ended March 31, 2025 and 2024, respectively, and 302,180 and 659,148 for the six months ended March 31, 2025 and 2024, respectively, since their inclusion would have been antidilutive.

Supplemental Balance Sheet Information

Selected supplemental asset information is presented below:

December 31, September 30,

March 31, September 30,

(in millions)

31 unchanged sentences

Selected supplemental liability information is presented below:

December 31, September 30,

March 31, September 30,

(in millions)

26 unchanged sentences

Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis on September 1 of each fiscal year or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.

The following table summarizes information concerning our goodwill, all of which is within our Water Management Solutions segment, during the three months ended December 31, 2024, in millions:

The following table summarizes information concerning our goodwill, all of which is within our Water Management Solutions segment, during the six months ended March 31, 2025, in millions:

Balance at September 30, 2024:

2 unchanged sentences

Goodwill, net 80.7

Activity during the three months ended December 31, 2024:

Activity during the six months ended March 31, 2025:

Change in foreign currency exchange rates 0.2

Balance at December 31, 2024

Balance at March 31, 2025

Segment Information

3 unchanged sentences

Summarized financial information for our segments is presented below:

Three months ended

Three months ended Six months ended

March 31, March 31,

2025 2024 2025 2024

(in millions)

17 unchanged sentences

Corporate 1.3 3.2 2.7 9.6

$ 2.4 $ 3.2 $ 4.1 $ 9.8

Capital expenditures:

2 unchanged sentences

Corporate — — — —

$ 9.2 $ 10.1 $ 21.1 $ 15.8

Water Flow Solutions disaggregated revenue:

24 unchanged sentences

Current period other comprehensive income (loss) 0.8 ( 2.5 ) ( 1.7 )

Balance at December 31, 2024 $ ( 19.3 ) $ ( 12.4 ) $ ( 31.7 )

For the three months ended December 31, 2024, pension actuarial amortization included in the condensed consolidated statements of comprehensive income as a component of pension expense other than service was $ 0.6 million, net of income tax of $ 0.2 million.

Balance at March 31, 2025 $ ( 18.9 ) $ ( 13.6 ) $ ( 32.5 )

For the six months ended March 31, 2025, pension actuarial amortization included in the condensed consolidated statements of comprehensive income as a component of pension benefit other than service was $ 1.1 million, net of income tax of $ 0.3 million.

Refer to Note 5.

Retirement Plans for further information.

For the three months ended December 31, 2024, foreign currency translation included in the condensed consolidated statements of comprehensive income was $ 1.3 million net of no income tax.

For the six months ended March 31, 2025, foreign currency translation included in the condensed consolidated statements of comprehensive income was $ 2.5 million net of no income tax.

Commitments and Contingencies

20 unchanged sentences

Ultimate liability for the site will depend on many factors that have not yet been determined, including the determination of the Environmental Protection Agency’s remediation costs, the number and financial viability of the other PRPs (there are four other PRPs currently) and the determination of the final allocation of the costs among the PRPs.

Since the amounts of such costs cannot be reasonably estimated at this time, no amounts have been accrued for this matter at December 31, 2024.

Since the amounts of such costs cannot be reasonably estimated at this time, no amounts have been accrued for this matter at March 31, 2025.

On October 4, 2024, we delivered to the U.S.

Customs and Border Protections (“CBP”) a prior disclosure letter to correct information reported at the time of entry under United States laws and customs regulations with respect to the origin of certain products that were supplied by a manufacturer in Canada but that we subsequently determined had not been substantially transformed in Canada, resulting in the underpayment of certain duties to CBP.

We identified the entry

discrepancies to our U.S.

Customs and Border Protections (“CBP”) a prior disclosure letter to correct information reported at the time of entry under U.S.

laws and customs regulations with respect to the origin of certain products that were supplied by a manufacturer in Canada but that we subsequently determined had not been substantially transformed in Canada, resulting in the underpayment of certain duties to CBP.

We identified the entry discrepancies to our U.S.

importer of such products and provided the information to CBP.

We expensed $ 9.1 million in 2024 consisting of the duties believed to be owed for all relevant periods and expected interest on such amount.

We expensed $ 9.1 million in 2024 consisting of the duties

believed to be owed for all relevant periods and expected interest on such amount.

Because the matter remains under review by CBP, it is possible that the actual amount of duties and interest owed for these discrepancies may be higher than the amount remitted or CBP may assess additional fines, penalties or enact other measures.

17 unchanged sentences

Indemnities related to the pre-closing operations of sold assets or businesses normally do not represent additional liabilities to us, but simply serve to protect these parties from potential liability associated with our obligations existing at the time of the sale.

As with any liability, we have accrued for those pre-closing obligations that are considered probable and reasonably estimable.

We have accrued for those pre-closing obligations that are considered probable and reasonably estimable.

Should circumstances change, increasing the likelihood of payments related to a specific indemnity, we will accrue a liability when future payment is probable and the amount is reasonably estimable.

5 unchanged sentences

Subsequent Events

On January 23, 2025 , our Board of Directors declared a dividend of $ 0.067 per share on our common stock, payable on or about February 21, 2025 , to stockholders of record at the close of business on February 10, 2025 .

On April 30, 2025 , our Board of Directors declared a dividend of $ 0.067 per share on our common stock, payable on or about May 21, 2025 , to stockholders of record at the close of business on May 12, 2025 .

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