What changed in this filing

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Item 1. Financial Statements

2025-08-05 compared with 2025-05-06 · 136 added, 93 removed, 574 unchanged (29% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, September 30,

June 30, September 30,

(in millions, except share amounts)

22 unchanged sentences

60,000,000 shares authorized;

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

none outstanding at June 30, 2025, and September 30, 2024

Common stock:

1 unchanged sentence

600,000,000 shares authorized;

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

156,272,099 and 156,227,170 shares outstanding at June 30, 2025, and September 30, 2024, respectively

Additional paid-in capital 1,166.1 1,205.2

7 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three months ended Six months ended

March 31, March 31,

Three months ended Nine months ended

June 30, June 30,

2025 2024 2025 2024

9 unchanged sentences

Other expenses:

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

Pension expense (benefit) other than service — 1.0 ( 0.1 ) 3.0

Interest expense, net 1.7 2.8 5.6 9.7

4 unchanged sentences

Net income $ 52.5 $ 47.3 $ 139.1 $ 105.9

Net income per share:

Basic $ 0.33 $ 0.28 $ 0.55 $ 0.38

Diluted $ 0.33 $ 0.28 $ 0.55 $ 0.37

Net income per basic share $ 0.34 $ 0.30 $ 0.89 $ 0.68

Net income per diluted share $ 0.33 $ 0.30 $ 0.88 $ 0.68

Weighted average shares outstanding:

6 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three months ended Six months ended

March 31, March 31,

Three months ended Nine months ended

June 30, June 30,

2025 2024 2025 2024

14 unchanged sentences

comprehensive

(loss) income

(in millions)

15 unchanged sentences

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

Net income — — 52.5 — 52.5

Dividends declared — ( 10.4 ) — — ( 10.4 )

Stock-based compensation — 2.3 — — 2.3

Common stock issued — 0.4 — — 0.4

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

Other comprehensive income, net of tax — — — 20.6 20.6

Balance at June 30, 2025 $ 1.6 $ 1,166.1 $ ( 226.8 ) $ ( 11.9 ) $ 929.0

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

24 unchanged sentences

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

Net income — — 47.3 — 47.3

Dividends declared — ( 9.9 ) — — ( 9.9 )

Stock-based compensation — 2.5 — — 2.5

Common stock issued — 1.0 — — 1.0

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

Balance at June 30, 2024 $ 1.6 $ 1,208.3 $ ( 375.9 ) $ ( 42.4 ) $ 791.6

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

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended

Nine months ended

(in millions)

36 unchanged sentences

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

Six months ended

Nine months ended

(in millions)

9 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

AS OF AND FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2025

Organization and Basis of Presentation

14 unchanged sentences

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.

Therefore, the results of operations for the three and nine months ended June 30, 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.

31 unchanged sentences

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.

During the nine months ended June 30, 2025, we recorded approximately $ 5.1 million in Strategic reorganization and other charges consisting of expenses associated with our leadership transition, non-cash asset impairment in our Water Flow Solutions segment and certain transaction-related expenses.

During the nine months ended June 30, 2024, we recorded approximately $ 12.7 million in Strategic reorganization and other charges consisting of expenses associated with our leadership transition, certain transaction-related expenses, cybersecurity incidents expense, non-cash asset impairment in our Water Management Solutions segment and severance.

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

Six months ended

Nine months ended

(in millions)

29 unchanged sentences

We determine the appropriate revenue recognition for our contracts with customers by analyzing the type, terms and conditions of each customer contract or arrangement.

Disaggregation of Revenue

Refer to Note 8.

for disaggregation of our revenues from contracts with customers by reportable segment and by geographical region, which we believe best depicts how the nature, amount, timing and certainty of our revenue and cash flows are affected by economic factors.

Geographical region represents the location of the customer.

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

June 30, September 30,

(in millions)

Billed receivables $ 205.3 $ 212.7

Unbilled receivables 5.4 4.5

Gross customer receivables 210.7 217.2

Allowance for credit losses ( 5.3 ) ( 8.3 )

Receivables, net $ 205.4 $ 208.9

Deferred revenue $ 11.3 $ 12.8

Allowance for Credit Losses

Our condensed consolidated statements of operations include the expected credit losses either arising or changing during the period for our receivables.

In the period in which we determine a receivable will not be collected, in whole or in part, we charge off the uncollectible amount against the allowance.

Our judgments of expected credit losses are based on prior collection experience, customer credit creditworthiness, other current conditions and forecasts of economic trends which may affect the collectibility of the receivables.

Differences in actual rather than anticipated industry or economic conditions could impact our customers’ ability to pay resulting in actual credit losses differing from the amounts included in the allowance and such differences could be significant.

The table below represents the activity in the allowance:

Nine months ended

(in millions)

Beginning balance $ 8.3 $ 7.3

Provision (reversed) charged to expense ( 0.2 ) 2.3

Write-offs and other ( 2.8 ) ( 1.7 )

Ending balance $ 5.3 $ 7.9

Contract Asset and Liability Balances

3 unchanged sentences

Advance payments and billings in excess of revenue are recognized and recorded as deferred revenue and are classified as Other current liabilities or Other noncurrent liabilities in the accompanying condensed consolidated balance sheets based on the timing of when we expect to recognize revenue.

Refer to Note 7.

for current and noncurrent amounts.

Deferred revenue represents contract liabilities and is recorded when customers remit cash payments in advance of our satisfaction of performance obligations pursuant to contractual arrangements.

1 unchanged sentence

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

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.

Activity in deferred revenue during the period is as follows:

Nine months ended

(in millions)

Beginning balance $ 12.8 $ 9.2

Revenue deferred during the period 6.2 6.9

Previously deferred revenue recognized during the period ( 7.7 ) ( 5.0 )

Ending balance $ 11.3 $ 11.1

Current deferred revenue was $ 5.8 million as of June 30, 2025.

Noncurrent deferred revenue was $ 5.5 million as of June 30, 2025.

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

$ 0.7 million in 2026, $ 1.5 million in 2027, $ 1.2 million in 2028, $ 0.7 million in 2029, $ 0.5 million in 2030 and $ 0.9 million thereafter.

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

March 31, September 30,

(in millions)

Billed receivables $ 216.4 $ 212.7

Unbilled receivables 7.0 4.5

Gross customer receivables 223.4 217.2

Allowance for credit losses ( 8.1 ) ( 8.3 )

Receivables, net $ 215.3 $ 208.9

Deferred revenue $ 12.4 $ 12.8

Performance Obligations

17 unchanged sentences

Our sales commissions are paid based on orders or shipments, and we reserve the right to claw back any commissions in the event of product returns, cancellations or lost collections.

Disaggregation of Revenue

Refer to Note 8.

for information regarding disaggregation of our revenues from contracts with customers by reportable segment and by geographical region based on customer location.

Economic factors may impact the nature, amount, timing and certainty of our revenue and cash flows.

The reconciliation between the U.S.

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

Three months ended Six months ended

March 31, March 31,

Three months ended Nine months ended

June 30, June 30,

2025 2024 2025 2024

2 unchanged sentences

State income taxes, net of federal benefit 4.0 3.5 4.0 3.5

Excess tax (benefit) deficit related to stock-based compensation ( 1.0 ) — ( 2.0 ) 0.1

Excess tax benefit related to stock-based compensation — — ( 1.2 ) —

Tax credits ( 1.4 ) ( 1.8 ) ( 1.4 ) ( 1.8 )

6 unchanged sentences

Effective income tax rate 27.1 % 25.2 % 25.0 % 23.8 %

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.

At June 30, 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 nine months ended June 30, 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.

On July 4, 2025, the U.S.

government enacted H.R.

1, commonly referred to as the One Big Beautiful Bill Act (“OBBBA”).

OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act enacted in 2017, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

We are currently assessing its impact on our consolidated financial statements.

We do not expect the OBBBA to have a material impact on our financial statements or our estimated annual effective tax rate for 2025.

Borrowing Arrangements

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

March 31, September 30,

June 30, 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 March 31, 2025, the applicable margin was 150 basis points for SOFR-based loans and 50 basis points for base rate loans.

At June 30, 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.

8 unchanged sentences

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

At June 30, 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.

Excess availability based on June 30, 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.

1 unchanged sentence

We capitalized $ 5.5 million of financing costs, which are being amortized over the term of the 4.0 % Senior Notes using the effective interest method.

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

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

existing notes.

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.

Based on quoted market prices, which is a Level 1 measurement, the outstanding 4.0 % Senior Notes had a fair value of $ 432.7 million at June 30, 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 March 31, 2025.

We believe we were in compliance with these covenants at June 30, 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 Six months ended

March 31, March 31,

Three months ended Nine months ended

June 30, June 30,

2025 2024 2025 2024

1 unchanged sentence

Service cost $ 0.2 $ 0.2 $ 0.5 $ 0.5

Pension (benefit) expense other than service:

Pension expense (benefit) other than service:

Interest cost 3.0 3.5 9.0 10.5

1 unchanged sentence

Amortization of actuarial net loss 0.6 0.8 1.7 2.4

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

Pension expense (benefit) other than service — 1.0 ( 0.1 ) 3.0

Net periodic cost $ 0.2 $ 1.2 $ 0.4 $ 3.5

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

For the three months ended June 30, 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 nine months ended June 30, 2025 and 2024, the amortization of actuarial loss is shown net of income tax of $ 0.4 million and $ 0.6 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 six months ended March 31, 2025 are as follows:

Grants issued during the nine months ended June 30, 2025 are as follows:

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

15 unchanged sentences

Total - Quarter ended March 31, 2025 $ 3.0

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

Quarter ended June 30, 2025

Employee stock purchase plan instruments 21,752 $ 5.45 $ 0.1

Total - Quarter ended June 30, 2025 0.1

Total - Year to date ended June 30, 2025 $ 14.4

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.

1 unchanged sentence

Compensation expense attributed to MRSUs is based on the fair value of the awards on their respective grant dates, as determined using a Monte Carlo model.

For these awards, compensation expense is recognized even if the awards are not earned or vested.

For these awards, compensation expense is recognized over the requisite service period regardless of whether the market condition is ultimately met.

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

8 unchanged sentences

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

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.

At June 30, 2025, the outstanding Phantom Plan instruments had a fair value of $ 24.04 per instrument and our accrued liability for Phantom Plan instruments was $ 4.7 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 .

13 unchanged sentences

Restricted stock units generally vest ratably over the life of the award, usually three years , on each anniversary date of the original grant.

Compensation expense for restricted stock units is recognized between the grant date and the vesting date (or the date on which a participant becomes retirement-eligible under the terms of the 2006 Stock Plan, if sooner) on a straight-line basis for each tranche of each award.

Compensation expense for restricted stock units is recognized between the grant date and the vesting date (or the date on which a participant becomes retirement-eligible as defined and pursuant to the terms of the 2006 Stock Plan, if sooner) on a straight-line basis for each tranche of each award.

Fair values of restricted stock units are determined using the closing price of our common stock on the respective grant date.

2 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 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.

We issued 260,727 shares of common stock to settle PRSUs vested during the nine months ended June 30, 2025;

no shares of common stock were issued to settle PRSUs during the three months ended June 30, 2025.

Additionally, we issued 227,492 shares of common stock to settle restricted stock units vested during the nine months ended June 30, 2025;

no shares of common stock were issued to settle restricted stock units during the three months ended June 30, 2025.

Finally, we issued 246,577 shares of common stock to settle stock options exercised during the nine months ended June 30, 2025;

no shares of common stock were issued to settle stock options exercised during the three months ended June 30, 2025.

Common shares totaling 169,488 were surrendered to us to pay the applicable tax withholding obligations of equity award participants for the nine months ended June 30, 2025;

no common shares were surrendered to us to pay the applicable tax withholding obligations during the three months ended June 30, 2025.

Operating income included stock-based compensation expense of $ 3.2 million and $ 3.7 million during the three months ended June 30, 2025 and 2024, respectively.

Operating income included stock-based compensation of $ 10.8 million and $ 10.1 million during the nine months ended June 30, 2025 and 2024, respectively.

At June 30, 2025, there was approximately $ 13.0 million of unrecognized compensation expense related to stock-based compensation arrangements, which will be expensed through March 2028.

We excluded 300,351 and 24,636 stock-based compensation instruments from the calculations of diluted earnings per share in the three months ended June 30, 2025 and 2024, respectively, and 343,476 and 520,420 for the nine months ended June 30, 2025 and 2024, respectively, since their inclusion would have been antidilutive.

Supplemental Balance Sheet Information

Selected supplemental asset information is presented below:

March 31, September 30,

June 30, September 30,

(in millions)

31 unchanged sentences

Selected supplemental liability information is presented below:

March 31, September 30,

June 30, 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 six months ended March 31, 2025, in millions:

The following table summarizes information concerning our goodwill, all of which is within our Water Management Solutions segment, during the nine months ended June 30, 2025, in millions:

Balance at September 30, 2024:

2 unchanged sentences

Goodwill, net 80.7

Activity during the six months ended March 31, 2025:

Activity during the nine months ended June 30, 2025:

Change in foreign currency exchange rates 6.9

Balance at March 31, 2025

Balance at June 30, 2025

Segment Information

3 unchanged sentences

Summarized financial information for our segments is presented below:

Three months ended Six months ended

March 31, March 31,

Three months ended Nine months ended

June 30, June 30,

2025 2024 2025 2024

42 unchanged sentences

$ 163.7 $ 148.6 $ 441.5 $ 411.3

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) is as follows:

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss is as follows:

Pension actuarial amortization,

3 unchanged sentences

Balance at September 30, 2024 $ ( 19.7 ) $ ( 11.1 ) $ ( 30.8 )

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

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.

Current period other comprehensive income 1.2 17.7 18.9

Balance at June 30, 2025 $ ( 18.5 ) $ 6.6 $ ( 11.9 )

For the nine months ended June 30, 2025, pension actuarial amortization included in the condensed consolidated statements of comprehensive income as a component of pension benefit other than service was $ 1.6 million, net of income tax of $ 0.4 million.

Refer to Note 5.

Retirement Plans for further information.

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.

For the nine months ended June 30, 2025, foreign currency translation included in the condensed consolidated statements of comprehensive income was $ 17.7 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 March 31, 2025.

Since the amounts of such costs cannot be reasonably estimated at this time, no amounts have been accrued for this matter at June 30, 2025.

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

3 unchanged sentences

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.

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.

We originally expensed $ 9.1 million in 2024 related to this matter.

On May 8, 2025, the CBP completed its review and assessed a total amount equal to approximately $ 9.0 million for this matter, inclusive of the actual amount of duties and interest owed for these discrepancies.

Cybersecurity Incident Putative Class Action.

3 unchanged sentences

1:24-cv-03894-SCJ.

The plaintiff seeks to represent a class of all Company current and former employees whose personally identifying information was allegedly compromised by the incident.

The lawsuit asserts various common law tort, contract and state statutory claims, seeks monetary damages, injunctive and declaratory relief, costs and attorneys’ fees and other related relief.

We believe the allegations are without merit and intend to vigorously defend against the claims;

however, the outcome of this legal proceeding cannot be predicted with certainty.

On July 7, 2025, the Company entered into a settlement agreement with the Plaintiff, which is subject to Court approval.

Under the terms of the settlement, class members can seek the following:

(1) reimbursement of up to $ 500 for ordinary losses related to the data incident so long as they provide third party documentation (included within the $ 500 cap on ordinary losses is reimbursement of up to five hours of lost time at $ 15 per hour for a total of $ 75 );

(2) reimbursement of up to $ 1,400 for extraordinary losses resulting from actual, unreimbursed monetary loss relating to identity theft, fraud or misuse;

and (3) two years of three-bureau credit monitoring.

In the alternative, class members can forego these benefits and instead choose a one-time cash payment of $ 45 .

The credit monitoring, ordinary and extraordinary losses, lost time, and alternative cash payment benefits are all subject to an overall aggregate cap of $ 285,000 .

In addition to benefits to the class, Plaintiff’s counsel will receive a fee award of $ 170,000 and the settlement class representative, David Kok, will receive a service award of $ 3,500 .

Indemnification .

15 unchanged sentences

Subsequent Events

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 .

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