What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-05 compared with 2025-03-13 · 236 added, 195 removed, 960 unchanged (31% of the section changed)

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The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

Quantitative Impairment Assessment of Goodwill

Description of the Matter At December 31, 2024, the Company’s goodwill was $26.7 million.

Quantitative Impairment Assessment of Goodwill for the EMEA Reporting Unit

Description of the Matter At December 31, 2025, the Company’s goodwill was $30.7 million and the goodwill attributable to the EMEA reporting unit was $17.0 million.

As discussed in Note 1 and Note 12 to the consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level or more frequently if impairment indicators arise.

Goodwill is tested for impairment utilizing a combination of the income approach, which uses a discounted cash flow methodology, and the market approach, which uses comparable company market multiples, to estimate the fair value of each reporting unit.

Auditing management’s quantitative goodwill impairment assessment was complex due to the use of valuation methodologies to determine the fair value of a reporting unit.

The fair value estimate is impacted by assumptions, such as revenue growth rates and operating margins, which are affected by expectations of future market or economic conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment process.

Auditing management’s quantitative goodwill impairment assessment for the EMEA reporting unit was complex due to the use of valuation methodologies to determine the fair value of a reporting unit.

The fair value estimate was sensitive to significant assumptions, such as revenue growth rates, operating margins and discount rate, which are affected by expectations of future market or economic conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s quantitative goodwill impairment process.

This included controls over management’s review of the significant assumptions underlying the fair value determination described above.

To test the estimated fair value of the Company’s reporting unit, we performed audit procedures that included, among others, assessing the valuation methodologies used, testing the assumptions, and testing the completeness and accuracy of underlying data used by the Company in its analysis.

We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in the assumptions.

We involved our internal valuation specialists to review the valuation methodologies and certain assumptions.

To test the estimated fair value of the Company’s reporting unit, we performed audit procedures that included, among others, assessing the valuation methodologies used, testing the assumptions discussed above, and testing the completeness and accuracy of underlying data used by the Company in its analysis.

We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in the assumptions.

We involved our internal valuation specialists to review the valuation methodologies and certain significant assumptions discussed above.

We also assessed the appropriateness of the disclosures in the consolidated financial statements.

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2025 2024 2023

(Thousands of dollars, except per share data)

(Thousands, except per share data)

Net sales $ 669,338 $ 593,714 $ 669,679

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Research and engineering 23,687 21,923 22,481

Goodwill impairment — — 6,529

Other operating expense, net 2,530 932 2,492

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Interest expense ( 1,303 ) ( 2,221 ) ( 3,905 )

Other (expense) income, net ( 339 ) 284 6,926

Pension termination expense ( 11,657 ) — —

Other income (expense), net 1,128 ( 339 ) 284

( 9,515 ) 13 ( 1,810 )

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Net income $ 35,307 $ 37,111 $ 63,337

Other comprehensive (loss) income, net of tax:

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustment 24,171 ( 21,708 ) 9,667

Pension adjustment, net of tax 5,373 ( 895 ) 14

Other comprehensive (loss) income, net of tax ( 22,603 ) 9,681 ( 8,268 )

Other comprehensive income (loss), net of tax 29,544 ( 22,603 ) 9,681

Comprehensive income attributable to noncontrolling interests ( 24 ) ( 17 ) ( 5 )

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Share-based compensation expense 4,955 3,412 4,948

Goodwill impairment — — 6,529

Gain from company owned life insurance policy — — ( 4,364 )

Loss on exit of business — — 1,025

Gain on sale of property and equipment ( 1,748 ) ( 2,478 ) ( 775 )

Pension termination expense 11,657 — —

Loss (gain) on sale of property and equipment 8 ( 1,748 ) ( 2,478 )

Other, net 413 828 435

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Purchases of investments ( 451 ) ( 3,154 ) —

Proceeds from company owned insurance policy — — 6,909

Acquisition of businesses, net of cash ( 4,746 ) — ( 12,089 )

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FINANCING ACTIVITIES

Proceeds (payments) of notes payable to banks 860 ( 11,081 ) 2,214

(Payments) proceeds of notes payable to banks ( 6,679 ) 860 ( 11,081 )

Proceeds from long-term debt 22,207 96,410 169,172

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Proceeds from issuance of common shares 1,925 214 2,164

Stock incentive plan payments ( 4,704 ) — —

Purchase of common shares for treasury ( 1,049 ) ( 226 ) ( 728 )

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Other ( 1,474 ) ( 2,473 ) —

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES ( 47,803 ) ( 48,922 ) 22,543

NET CASH USED IN FINANCING ACTIVITIES ( 9,231 ) ( 47,803 ) ( 48,922 )

Effects of exchange rate changes on cash, cash equivalents and restricted cash 5,286 ( 3,682 ) 2,438

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Total comprehensive income 73,013 5 73,018

Share-based compensation 4,596 ( 193 ) 4,403 4,403

Purchase of 102,693 common shares

( 16,101 ) ( 16,101 ) ( 16,101 )

Issuance of 83,391 common shares

166 1,236 1,402 1,402

Common shares contributed to rabbi trust of 2,248 , net

Stock incentive plan activity 256 7,312 ( 175 ) ( 2,845 ) 4,548 4,548

Common shares distributed from rabbi trust of 2,268 , net

78 ( 78 ) — —

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Total comprehensive income 14,491 17 14,508

Share-based compensation 4,948 ( 175 ) 4,773 4,773

Purchase of 24,622 common shares

( 3,099 ) ( 3,099 ) ( 3,099 )

Issuance of 126,911 common shares

256 2,364 2,620 2,620

Stock incentive plan activity 145 4,135 ( 5,452 ) ( 1,172 ) ( 1,172 )

Common shares distributed from rabbi trust of 20,231 , net

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Total comprehensive income 64,827 24 64,851

Share-based compensation 3,412 3,412 3,412

Purchase of 54,334 common shares

( 8,873 ) ( 8,873 ) ( 8,873 )

Issuance of 72,561 common shares

145 723 868 868

Stock incentive plan activity 108 2,124 ( 881 ) 1,351 1,351

Common shares distributed from rabbi trust of 381 , net

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Research and development costs for new products are expensed as incurred and are reported on the Statements of Consolidated Income.

Income taxes are computed in accordance with the provisions of FASB ASC 740, “Income taxes” and includes U.S.

Income taxes are computed in accordance with the provisions of FASB ASC 740, “Income taxes” and include U.S.

(federal and state) and foreign income taxes.

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Lastly, all current required annual segment reporting disclosures under Topic 280 are now effective for interim periods.

The ASU is effective for the Company's 2024 fiscal year and interim periods within fiscal years beginning with the Company's 2025 fiscal year.

The Company adopted this standard for the year ended December 31, 2024, and applied retrospective changes to all periods presented in the consolidated financial statements.

The ASU was effective for the Company's 2024 fiscal year and interim periods beginning with the quarter ended March 31, 2025.

The adoption of this new standard did not have a material impact on the consolidated financial statements, other than the updated segment disclosures included within Note 15, "Segment Information".

Not Yet Adopted

In December 2023, the FASB issued Accounting Standards Update No.

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Additionally, the ASU requires disclosures relating to income tax expense and payments made to federal, state, local and foreign jurisdictions.

This ASU is effective for fiscal years and interim periods beginning after December 15, 2024.

The Company is evaluating the impact of adopting this ASU and expects the standard will only impact its income tax disclosures with no material impact to the consolidated financial statements.

This ASU was effective for the Company's 2025 fiscal year end.

The adoption of this new standard did not have a material impact on the consolidated financial statements, other than the tax disclosures included with Note 9, "Income Taxes".

Not Yet Adopted

In November 2024, the FASB issued Accounting Standards Update No.

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The Company is evaluating the impact of adopting this ASU.

In September 2025, the FASB issued Accounting Standards Update No.

2025-06, "Intangibles - Goodwill and Other – Internal-Use Software (Subtopic 350-40):

Targets Improvements to the Accounting for Internal-Use Software." This ASU removes all references to software development "project stages." Instead, capitalization begins when the following conditions are met:

management has authorized funding the software project, it is probable that the project will be completed and the software will be used for its intended function.

This ASU is effective for annual periods beginning after December 15, 2027, and for interim periods within those annual reporting periods, with early adoption permitted.

The Company is evaluating the impact of adopting this ASU.

New Regulations

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the U.S.

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

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The implementation of OBBBA resulted in an expected cash tax savings of approximately $ 3.0 million for the Company's 2025 fiscal year end.

Note 2 - Inventories, Net

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Costs for inventories of certain material, mainly in the U.S., are determined using the LIFO method and totaled approximately $ 45.8 million and $ 46.5 million at December 31, 2025 and 2024, respectively.

The net change in LIFO inventories for December 31, 2024 and 2023 resulted in a benefit of $ 0.3 million and $ 2.6 million to Cost of products sold, respectively.

The Company’s reserves for slow-moving and obsolete inventory at December 31, 2024 and 2023 were $ 17.7 million and $ 17.6 million, respectively.

The net change in LIFO inventories for December 31, 2025 and 2024 resulted in an expense of $ 9.0 million and benefit of $ 0.3 million to Cost of products sold, respectively.

The Company’s reserves for slow-moving and obsolete inventory at December 31, 2025 and 2024 was $ 17.7 million.

Note 3 - Property and Equipment, Net

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To the extent that there is a reasonable possibility the losses could exceed amounts already accrued, the Company will adjust the accrual in the period in which the determination is made, disclose an estimate of the additional loss or range of loss and if the amount of such adjustment cannot be reasonably estimated, disclose that an estimate cannot be made.

In November 2016, the Company and its subsidiaries Helix Uniformed Ltd.

(“Helix”) and Preformed Line Products (Canada) Limited (“PLPC Canada”), were each named, jointly and severally, with each of SNC-Lavalin ATP, Inc.

(“SNC ATP”), HD Supply Canada Inc., by its trade names HD Supply Power Solutions and HD Supply Utilities (“HD Supply”), and Anixter Power Solutions Canada Inc.

(the corporate successor to HD Supply, “Anixter”) and, together with the Company, PLPC Canada, Helix, SNC ATP and HD Supply (the “Defendants”), in a complaint filed by Altalink, L.P.

(the “Plaintiff”) in the Court of Queen’s Bench of Alberta in Alberta, Canada in November 2016 (the “Complaint”).

The Complaint stated that the Plaintiff engaged SNC ATP to design, engineer, procure and construct numerous power distribution and transmission facilities in Alberta (the “Projects”) and that through SNC ATP and HD Supply (now Anixter), spacer dampers manufactured by Helix were procured and installed in the Projects.

The Complaint alleged that the spacer dampers have and may continue to become loose, open and detach from the conductors, resulting in damage and potential injury and a failure to perform the intended function of providing spacing and damping to the Projects.

The Plaintiff was seeking damages jointly and severally from the Defendants representing the costs of monitoring and replacing the spacer dampers and remediating property damage, due to alleged defects in the design and construction of, and supply of materials for, the Projects by SNC ATP and HD Supply/Anixter and in the design of the spacer dampers by Helix.

On September 26, 2023, the Defendants and the Plaintiff entered into a settlement agreement which dismissed the action against all Defendants with prejudice.

Net of insurance, the total settlement amount required to be paid by the Company in the fourth quarter of 2023 was $ 4.3 million Canadian dollars ($ 3.2 million US dollars).

The settlement reflects the Company’s desire to eliminate the burden, expense, distraction and further uncertainties of litigation, and settlement does not constitute an admission of liability, wrongdoing or fault by the Company and its subsidiaries.

The Company is not a party to any other pending legal proceedings that the Company believes would, individually or in the aggregate, have a material adverse effect on its financial condition, results of operations or cash flow.

The Company is not a party to any pending legal proceedings that the Company believes would, individually or in the aggregate, have a material adverse effect on its financial condition, results of operations or cash flow.

For the years ended December 31, 2025 and 2024, there were no reserves for known global legal matters.

For the year ended December 31, 2024, the Company included $ 6.7 million of advanced payments by customers for future projects in Accrued expenses and other liabilities on the Consolidated Balance Sheet.

For the years ended December 31, 2025 and 2024, the Company has included $ 4.7 million and $ 6.7 million, respectively, of advanced payments by customers for future projects in Accrued expenses and other liabilities on the Consolidated Balance Sheet.

Note 5 - Pension Plans

The Company maintains a noncontributory defined benefit pension plan covering eligible U.S.

The Company maintained a noncontributory defined benefit pension plan covering eligible U.S.

employees (the "U.S.

Plan") and a defined contribution plan to provide retirement benefits for employees as well as other foreign defined benefit plans.

These plans are maintained and contributions are made in accordance with the Employee Retirement Income Security Act of 1974 ("ERISA"), local statutory law or as determined by the Board of Directors.

The plans generally provide benefits based upon years of service and compensation.

The Company also established arrangements for certain key employees, which provide for supplemental retirement benefits.

The Company's plans are funded except for a U.S.

non-qualified plan for certain key employees and certain foreign plans.

Within the U.S., hourly employees of the Company who meet specific requirements as to age and length and date of service are covered by the U.S.

On December 12, 2012, the Company approved a freeze on further benefit accruals under the U.S.

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Plan and no new participants entered the U.S.

The Company uses a December 31 measurement date for its Plan.

In August 2023, the Board of Directors of the Company approved a resolution to terminate the U.S.

Plan and preliminary administrative actions have been undertaken to proceed with the termination.

There were no contributions to the U.S.

Plan during the year ended December 31, 2024.

The Company made a $ 1.5 million contribution to the U.S.

The Company used a December 31 measurement date for the U.S.

The Company completed its U.S.

Plan termination in the third quarter of 2025 through the purchase of a group annuity contract.

Prior to the termination, the U.S.

Plan was amended to provide certain participants who are not currently receiving benefits the opportunity during an election period of April 1, 2025 to May 31, 2025 to elect to receive their benefit in the form of a lump sum.

Lump-sum payments of approximately $ 13.1 million were made during July and August of 2025 in connection with such elections.

In August 2025, the Company contributed approximately $ 2.9 million to the U.S.

Plan and purchased an annuity contract through a financial institution for approximately $ 18.0 million to fully liquidate the U.S.

Due to the termination of the U.S.

Plan in August 2025, the Company remeasured the U.S.

Plan at August 31, 2025.

In the third quarter, the Company recorded a total non-cash pre-tax charge associated with the U.S.

Plan termination of $ 11.7 million, of which $ 8.8 million represents the acceleration of deferred charges previously accrued in accumulated other comprehensive loss and $ 2.9

million represents the actuarial loss.

This non-cash pre-tax charge is recognized within the pension termination expense line item on the Statement of Consolidated Income.

The Company made no contribution to the U.S.

Plan for the year ended December 31, 2024.

A summary of the U.S.

Plan follows for the year ended December 31:

Excluding the U.S.

Plan termination charges, the following is the net periodic pension expense for the U.S.

Plan for the years ended December 31:

2025 2024 2023

Service cost $ — $ — $ —

Interest cost $ 1,058 $ 1,540 $ 1,568

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Recognized net actuarial loss 432 445 463

Net periodic pension expense (benefit) $ 45 $ 14 $ ( 825 )

Components of net periodic pension expense (benefit), other than service cost, are included in other income (expense), net in the Consolidated Statement of Income.

Net periodic pension expense $ 548 $ 45 $ 14

Components of net periodic pension expense, other than service cost, are included in other income (expense), net in the Consolidated Statement of Income.

The following tables set forth the changes in benefit obligations, the change in plan assets, the funded status, and amounts recognized in the consolidated financial statements for the U.S.

Plan at December 31:

Plan at December 31, which is inclusive of the U.S.

Plan termination:

Projected benefit obligation at beginning of the year $ 28,175 $ 29,773

Interest cost 1,058 1,540

Actuarial (gain) loss ( 1,557 ) 670

Actuarial loss (gain) 2,856 ( 1,557 )

Benefits paid ( 954 ) ( 1,581 )

Benefits settled in lump sum window ( 13,150 ) —

Benefits settled in annuity purchase ( 17,985 ) —

Projected benefit obligation at end of year $ — $ 28,175

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Benefits paid ( 954 ) ( 1,581 )

Benefits settled in lump sum window ( 13,150 ) —

Benefits settled in annuity purchase ( 17,985 ) —

Fair value of plan assets at end of the year $ 349 $ 29,094

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Plan as a non-current asset.

The remaining pension asset will be settled once final census adjustments are completed in 2026.

The amount recognized in Accumulated other comprehensive loss related to the U.S.

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Reclassification adjustments:

Pre-tax termination loss 11,657 —

Pre-tax amortized net actuarial loss 432 445

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Balance at December 31, $ — $ ( 5,373 )

The 2024 reduction on the projected benefit obligation of $ 1.6 million was the result of an increase in the discount rate to 5.77 % from 5.34 % in 2023.

There is no prior service cost to be amortized in the future.

The 2025 reduction on the projected benefit obligation of $ 28.2 million was primarily due to the U.S.

Plan termination and related lump sum window and annuity purchase that occurred in the third quarter of 2025.

Plan had assets in excess of accumulated benefit obligations as follows:

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Weighted-average assumptions used to determine benefit obligations at:

Discount rate 5.77 % 5.34 %

2025 December 31,

Discount rate n/a 5.77 %

Rate of compensation increase n/a n/a

Weighted-average assumptions used to determine net periodic benefit cost at:

2024 2023 2022

2025 December 31,

2024 December 31,

Discount rate 5.77 % 5.34 % 5.55 %

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Expected long-term return on plan assets 4.75 % 6.25 % 7.00 %

The net periodic pension cost for 2024 was based on a long-term asset rate-of-return of 6.25 %.

This rate is based upon management’s estimate of future long-term rates of return on similar assets and is consistent with historical returns on such assets.

At December 31, 2024 and 2023, the Plan assets are invested in pooled investment funds which are measured at fair value using the net asset value ("NAV").

The net periodic pension cost for the eight-month period in 2025 prior to the U.S.

Plan termination was based on a long-term asset rate-of-return of 4.75 %.

This rate is based upon management’s estimate of future long-term rates of return on assets as invested at December 31, 2024 and is consistent with historical returns on such assets.

At December 31, 2025, all plan assets were invested solely in cash.

At December 31, 2024, the U.S.

Plan assets were invested in pooled investment funds which are measured at fair value using the net asset value ("NAV").

The NAV is based on the value of the assets owned by the plan, less liabilities.

These pooled assets are not quoted on an active exchange.

The fair value of the Plan assets at December 31, 2024 and 2023 was $ 29.1 million and $ 31.9 million, respectively.

The fair value of the U.S.

Plan assets at December 31, 2025 and 2024 was $ 0.3 million and $ 29.1 million, respectively.

Plan weighted-average asset allocations at December 31, 2025 and 2024, by asset category, are as follows:

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Asset category 2025 2024

Equity securities — % 18 %

Debt securities — % 100 %

Cash and equivalents 100 —

Management seeks to maximize the long-term total return of financial assets consistent with the fiduciary standards of ERISA.

The ability to achieve these returns is dependent upon the need to accept moderate risk to achieve long-term capital appreciation.

In recognition of the expected returns and volatility from financial assets, U.S.

Plan assets are invested in the following ranges with the target allocation noted below.

The Company reassesses the target allocations periodically:

Fixed Income 100 %

Cash Equivalents — %

Investment in these markets is projected to provide performance consistent with expected long-term returns with appropriate diversification.

The Company's policy is to fund amounts deductible for federal income tax purposes.

Plan is not terminated, the benefits expected to be paid out of the U.S.

Plan assets in each of the next five years and the aggregate benefits expected to be paid for the subsequent five years are as follows:

Year Pension Benefits

2030-2034 10,268

Other Benefit Plans

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The Supplemental Profit Sharing Plan allows participants the ability to hypothetically invest their proportionate award into various investment options, which primarily includes mutual funds.

The (expense) benefit for the Supplemental Profit Sharing Plan for the year ended December 31, 2024, 2023 and 2022 was ($ 0.8 ) million, $( 0.9 ) million, and $ 1.3 million, respectively.

The expense for the Supplemental Profit Sharing Plan for the year ended December 31, 2025, 2024 and 2023 was $ 1.8 million, $ 0.8 million, and $ 0.9 million, respectively.

The Supplemental Profit Sharing Plan unfunded status for the years ended December 31, 2025 and 2024 was $ 10.8 million and $ 9.0 million, respectively, and is included in Other noncurrent liabilities.

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Balance at January 1 $ ( 5,373 ) $ ( 77,536 ) $ ( 82,909 ) $ ( 4,478 ) $ ( 55,828 ) $ ( 60,306 )

Other comprehensive income before reclassifications:

Other comprehensive income (loss) before reclassifications:

Foreign currency translation adjustment — 24,171 24,171 — ( 21,708 ) ( 21,708 )

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Amounts reclassified from AOCI:

Amortization of defined benefit pension actuarial loss (a) 341 — 341 353 — 353

Net current period other comprehensive (loss) income ( 895 ) ( 21,708 ) ( 22,603 ) 14 9,667 9,681

Amortization of defined benefit pension activity (a) 7,983 — 7,983 341 — 341

Recognition of deferred losses from pension termination (a)

Net current period other comprehensive income (loss) 5,373 24,171 29,544 ( 895 ) ( 21,708 ) ( 22,603 )

Balance at December 31 $ — $ ( 53,365 ) $ ( 53,365 ) $ ( 5,373 ) $ ( 77,536 ) $ ( 82,909 )

(a) This AOCI component is included in the computation of net periodic pension income (costs) as noted in Note 5 – Pension Plans.

(a) This AOCI component is included in the computation of net periodic pension expense as noted in Note 5 – Pension Plans.

Note 7 - Debt and Credit Arrangements

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$ 318 $ 2,599

France Euro denominated at 6.37 %

China Yuan Renminbi denominated at 4.50 %

Thailand Bhat denominated at 3.50 %

Poland Zloty denominated at 5.04 %

China Yuan Renminbi denominated at 3.05 %

Vietnam Dong denominated at 7.30 %

Indonesia U.S.

Dollar denominated at 5.86 %

Brazil Real denominated at 7.00 %

Indonesia U.S.

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Dollar denominated at 2.74 %

Czech Republic Koruna denominated at 3.00 %

Indonesia U.S.

Dollar denominated at 3.50 %

Poland Zloty denominated at 5.04 %

Spain Euro denominated at 2.60 %

Spain Euro denominated at 2.65 %

Spain Euro denominated at 2.50 %

Brazil Real denominated at 8.30 %

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Czech Republic Koruna denominated at 4.00 %

Czech Republic Koruna denominated at 2.00 %

Total short-term debt $ 6,605 $ 10,212

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Dollar denominated at 2.74 %, due 2031

$ 10,592 $ 12,642

Brazil Real denominated at 8.30 % due 2025

Poland Zloty denominated at 5.26 % due 2028

Australian Dollar denominated at 4.06 %, due 2026

Poland Zloty denominated at 5.04 % due 2035

Austria Euro denominated at 3.10 % due 2028

Indonesia U.S.

Dollar denominated at 3.50 % due 2024

New Zealand Dollar denominated at 4.27 % due 2028

Brazil Real denominated at 8.30 % due 2025

Spain Euro denominated at 2.60 % due 2030

Spain Euro denominated at 2.65 % due 2031

Spain Euro denominated at 2.50 % due 2030

Czech Republic Koruna denominated at 7.00 % due 2030

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Total debt $ 39,465 $ 28,569

The Company maintains a credit facility (the "Facility") with a capacity of $ 90.0 million that expires March 2, 2026.

The Company expects to extend the maturity date of the Facility over the coming year.

PNC Bank Credit Facility

As of December 31, 2025, the Company maintained a credit facility (the "Facility") with PNC Bank, National Association ("PNC") with a capacity of $ 60.0 million.

On March 14, 2025, the Company amended the Facility to extend the maturity date from March 2, 2026 to June 30, 2028.

In addition, the amendment increased the amount of unsecured borrowings that the Company is permitted to incur outside of the Facility from $ 40.0 million to $ 60.0 million and included PLP Spain as an additional borrower.

On July 30, 2025, the Company amended the Facility to reduce the borrowing capacity from $ 90.0 million to $ 60.0 million, as well as increase the permitted indebtedness limit secured by mortgages, security interests or other liens from $ 35.0 million to $ 55.0 million.

There were no other material changes to the Facility.

The interest rate for U.S.

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At December 31, 2025, the Company had utilized $ 8.0 million with $ 52.0 million available on the Facility.

There were no long-term outstanding letters on the Facility as of December 31, 2024.

There were no long-term outstanding letters of credit on the Facility as of December 31, 2025.

Our bank debt to equity percentage was 8.3 %.

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At December 31, 2025, the Company was in compliance with these covenants.

Corporate Aircraft Term Loan

On January 19, 2021, the Company received funding for a term loan from PNC Equipment Finance, LLC in the principal amount of $ 20.5 million for the full amount of the purchase price for a new corporate aircraft.

The term of the loan is 120 months at a

fixed interest rate of 2.74 %.

The term of the loan is 120 months at a fixed interest rate of 2.744 %.

The loan is payable in 119 equal monthly installments, which commenced on March 1, 2021 with a final payment of any outstanding principal and accrued interest due and payable on the final monthly payment date.

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The aircraft has been pledged as collateral against the loan.

International Borrowing Facilities

The Company has other borrowing facilities at certain of its foreign subsidiaries, which consist of overdraft lines, working capital credit lines, and facilities for the issuance of letters of credit and short-term borrowing needs.

At December 31, 2025, and December 31, 2024, $ 20.9 million and $ 8.8 million were outstanding, of which $ 4.6 million and $ 8.2 million were classified as current, respectively.

Of the $ 20.9 million outstanding at December 31, 2025, $ 11.1 million is attributable to the Poland subsidiary and $ 8.2 million is attributable to the Spain subsidiary.

These facilities support commitments made in the ordinary course of business.

The Company’s Asia-Pacific segment had $ 0.1 million and $ 0.2 million in restricted cash used to secure bank guarantees as of December 31, 2024, and 2023, respectively.

On July 16, 2025, PLP Poland (Belos) S.A.

("PLP Poland"), a subsidiary of the Company, entered into a non-revolving investment loan with Bank Polska Kasa Opieki Spolka Akcyjna ("Bank Pekao S.A") to finance the construction of a new manufacturing plant for an amount up to PLN 100.3 million ($ 27.9 million).

The maturity date of the loan is January 31, 2035 and is payable in annual installments in the amounts of PLN 5.3 million ($ 1.5 million) in 2026, PLN 9.0 million ($ 2.5 million) in 2027, PLN 9.6 million ($ 2.7 million) in 2028 through 2034, and PLN 18.8 million ($ 5.0 million) in 2035.

The loan bears interest at the one month Warsaw Interbank Offered Rate ("WIBOR") plus 1.0 % unless the Company does not meet the covenants as set forth in the Facility with PNC, at which point the WIBOR spread becomes 1.5 %.

The current manufacturing plant owned by PLP Poland, the plant under construction and all fixed assets within the plants are pledged as collateral against the loan.

The loan also is guaranteed by the Company.

Restricted Cash

The Company’s Asia-Pacific segment had $ 0.1 million in restricted cash used to secure bank guarantees as of December 31, 2025, and 2024, respectively.

The restricted cash is shown on the Company’s Consolidated Balance Sheets in Cash, cash equivalents and restricted cash.

Aggregate Maturities of Long-term Debt & Interest Paid

Aggregate maturities of long-term debt during the next five years are as follows:

$ 2.3 million for 2025, $ 9.3 million for 2026, $ 2.1 for 2027, $ 2.1 million for 2028, $ 2.1 million for 2029, and $ 2.9 million thereafter.

$ 5.4 million for 2026, $ 6.4 million for 2027, $ 13.5 for 2028, $ 6.7 million for 2029, $ 6.3 million for 2030 and thereafter.

Interest paid was $ 1.4 million in 2025, $ 2.2 million in 2024, and $ 3.8 million in 2023.

In March of 2025, the Company entered into € 8.0 million or $ 7.7 million of additional term debt arrangements with maturity dates ranging from five to six years and interest rates ranging from 2.50 % to 2.65 %.

Guarantees and Letters of Credit

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As of December 31, 2025, the leases in effect were related to land, buildings, vehicles, office equipment and other production equipment under operating leases with lease terms of up to 83 years.

Some of the Company's leases include one or more renewal options, the exercise of which is generally at the Company's discretion.

Some of the Company's leases include one or more renewal options, the exercise of which is generally at the Company's

In addition, certain lease arrangements may be terminated prior to their original expiration date at the Company’s discretion.

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The incremental borrowing rate for the Company’s leases is determined based on lease term and currency in which lease payments are made.

The weighted average discount rate used to measure the Company’s operating and

finance lease liabilities as of December 31, 2024 was 5.53 % and 6.96 %, respectively.

The weighted average discount rate used to measure the Company’s operating and finance lease liabilities as of December 31, 2025 was 5.58 % and 6.44 %, respectively.

The weighted average discount rate used to measure the Company’s operating and finance lease liabilities as of December 31, 2024 was 5.53 % and 6.96 %, respectively.

Future maturities of the Company’s lease liabilities as of December 31, 2025 are as follows:

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Amounts recognized as finance lease obligations are reported in Accrued expense and other liabilities and Other noncurrent liabilities in the Consolidated Balance Sheets.

The Company received sublease income of zero and $ 0.5 million for the years ended December 31, 2024 and 2023, respectively.

The Company had de minimis sublease income for the years ended December 31, 2025 and 2024.

Supplemental cash flow information related to leases for the years ended December 31 were as follows:

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Income taxes $ 10,313 $ 13,659 $ 19,007

The differences between the provision for income taxes at the U.S.

federal statutory rate and the tax shown in the Statements of Consolidated Income for the years ended December 31 are summarized as follows:

2024 2023 2022

A reconciliation of the provision for income taxes to the amount computed by applying the 21 % statutory U.S.

federal income tax rate to income before income taxes after the adoption of ASU 2023-09 is as follows:

Amount Percent

US Federal Statutory Tax Rate $ 9,594 21.0 %

State and Local Tax, net of Federal Benefit (a)

Foreign Tax Effects 1,583 3.5

Effect of Changes in Tax Laws or Rates Enacted in the Current Period — —

Foreign Tax Credits ( 682 ) ( 1.5 )

Other ( 56 ) ( 0.1 )

Effect of Cross Border Tax Laws:

Global intangible low taxed income 437 1.0

Other ( 99 ) ( 0.2 )

Valuation Allowances 149 0.3

Non-Taxable or Nondeductible items:

Non-deductible Officers' Compensation 1,715 3.8

Excess Tax Benefit from RSUs ( 1,186 ) ( 2.6 )

Changes in Unrecognized Tax Benefits 34 0.1

Other Adjustments:

Pension Termination ( 1,414 ) ( 3.1 )

Other ( 97 ) ( 0.2 )

Effective Tax Rate $ 10,313 22.6 %

(a) State taxes in Arkansas and Texas make up the majority (greater than 50 percent) of the tax effect in this category.

A reconciliation of the provision for income taxes to the amount computed by applying the 21 % statutory U.S.

federal income tax rate to income before income taxes prior to the adoption of ASU 2023-09 is as follows:

Federal tax at statutory rate 21.0 % 21.0 %

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Uncertain tax positions 0.1 —

Other Life Insurance Proceeds — — ( 1.2 )

Goodwill Impairment — — 2.7

federal permanent items ( 0.1 ) ( 0.2 )

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Income tax expense for the periods ended December 31, 2025, 2024, and 2023 was $ 10.3 million, $ 13.7 million, and $ 19.0 million, respectively.

The increase in the effective tax rate from 2023 to 2024 was primarily due to the limitations on the deductibility of compensation and the unfavorable impact from the mix of income earned in jurisdictions with a higher tax rate than the U.S.

This was partially offset by a favorable impact from increase in excess tax benefit on share-based compensation.

Income taxes paid in the years ending December 31, 2024, 2023, and 2022 were $ 13.1 million, $ 21.9 million, and $ 14.6 million, respectively.

The decrease in the effective tax rate from 2024 to 2025 was primarily due to the impact of the U.S.

Plan termination and a reduction in the unfavorable impact from the mix of income earned in jurisdictions with a higher tax rate than the U.S.

This was partially offset by an unfavorable impact from the decrease in certain tax credits.

Income Taxes Paid

2025 2024 2023

Federal $ 1,909 $ 4,500 $ 11,412

State and Local ( 353 ) 1,085 1,887

Foreign 9,869 7,518 8,572

Total Income Taxes Paid $ 11,425 $ 13,103 $ 21,871

Income taxes paid (net of refunds) exceeded five percent of total income taxes paid (net of refunds) in the following jurisdictions:

Australia $ 1,492

United Kingdom 994

Indonesia 819

New Zealand 575

South Africa 1,091

Deferred Income Tax Assets and Liabilities

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Deferred tax assets:

Research and development capitalization $ 6,483 $ 5,522

Benefit plan reserves $ 6,962 $ 5,947

Inventory valuation reserves 4,885 3,077

Other accrued expenses 2,128 972

Research and development capitalization 3,169 6,483

Net operating loss carryforwards 2,209 1,967

Other accrued expenses 1,982 2,128

Foreign tax credit 1,337 1,337

Allowance for credit losses 1,298 1,329

Accrued compensation and benefits 1,279 1,147

Unrealized foreign exchange 56 314

Allowance for credit losses 711 1,298

Gross deferred tax assets 22,958 23,440

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Ordinary movement $ 1,176 $ ( 1,084 )

Deferred tax balances from business acquisitions — 153

Pension Termination ( 2,018 ) —

Items of other comprehensive loss — 267

Deferred tax balances from business acquisitions ( 359 ) —

Currency translation 192 24

Other — ( 108 )

Total change in net deferred tax assets $ ( 1,006 ) $ ( 793 )

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Balance at December 31 $ 410 $ 410 $ 410

The decrease in unrecognized tax benefits from 2022 to 2023 was related to a settlement with foreign tax authorities.

The Company records accrued interest as well as penalties related to unrecognized tax benefits as part of the provision for income taxes.

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Note 10 - Share-Based Compensation

2016 Incentive Plan

2016 and 2025 Incentive Plan

The Company maintains an equity award program to provide the Company a competitive advantage in attracting, retaining, and motivating officers, employees and directors and to provide an incentive to those individuals to increase shareholder value through long-term incentives directly linked to the Company’s performance.

The Preformed Line Products Company 2016 Incentive Plan (the “Incentive Plan”) was effective upon approval by the Company’s Shareholders at the 2016 Annual Meeting of Shareholders on May 10, 2016.

Under the Incentive Plan, certain employees, officers, and directors may be eligible to receive awards of options and restricted stock units (RSUs).

Under the Incentive Plan, certain employees, officers, and directors were eligible to receive awards of options and RSUs.

The total number of Company common shares reserved for awards under the Incentive Plan is 1,000,000 of which 900,000 common shares have been reserved for RSUs and 100,000 common shares have been reserved for share options.

As of December 31, 2025, 77,500 options and 603,641 RSUs have been granted under the Incentive Plan.

The Incentive Plan expires on May 10, 2026.

The Incentive Plan expires on May 10, 2026 with respect to awards granted under the Incentive Plan through May 13, 2025.

The Preformed Line Products Company 2025 Incentive Plan (the "2025 Plan") was effective upon approval by the Company's Shareholders at the 2025 Annual Meeting of Shareholders on May 13, 2025.

Effective as of May 14, 2025, no additional awards will be granted under the 2016 Incentive Plan.

Shares subject to awards that are outstanding under the 2016 Plan will become available for future grants under the 2025 Plan if they are cancelled, forfeited or expire prior to being exercised.

The total number of Company

common shares reserved for awards under the 2025 Plan is 618,859 , of which 518,859 common shares have been reserved for RSUs and 100,000 common shares have been reserved for share options.

As of December 31, 2025, no awards have been granted under this 2025 Plan.

Restricted Share Units

For the regular annual grants, a portion of the RSUs is subject to time-based cliff vesting and a portion is subject to vesting based upon the Company’s performance over a set period for all participants except the CEO and Executive Chairman.

For the regular annual grants issued in 2025 and prior, a portion of the RSUs is subject to time-based cliff vesting and a portion is subject to vesting based upon the Company’s performance over a set period for all participants except the CEO and Executive Chairman.

All of the CEO’s and Executive Chairman's regular annual RSUs are subject to vesting based upon the Company’s performance over a set-year period.

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For time-based RSUs, the Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period of the award in General and administrative expense in the accompanying Statements of Consolidated Income.

Annual compensation expense related to the time-based RSUs for the years ended December 31, 2024, 2023 and 2022 was $ 0.9 million, $ 0.9 million, and $ 0.7 million, respectively.

Annual compensation expense related to the time-based RSUs for the years ended December 31, 2025, 2024 and 2023 was $ 0.9 million in each year, respectively.

As of December 31, 2025, there was $ 1.0 million of total unrecognized compensation cost related to time-based RSUs that is expected to be recognized over the weighted-average remaining period of approximately 1.5 years.

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The excess tax benefits from service and performance-based RSUs was $ 5.7 million, $ 3.2 million, and $ 2.6 million for the years ended December 31, 2025, 2024 and 2023, respectively.

This represents the reduction in income taxes otherwise payable during the period attributable to the actual gross tax benefits in excess of the expected tax benefits for restricted shares vested in the current period.

This represents the reduction in income taxes otherwise payable during the period attributable to the actual gross tax benefits in excess of the expected tax benefits for RSUs vested in the current period.

In the event of a Change in Control (as defined in the Incentive Plan), vesting of the RSUs will be accelerated and all restrictions will lapse.

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Assets of the rabbi trust are consolidated, and the value of the Company’s stock held in the rabbi trust is classified in Shareholders’ equity and generally accounted for in a manner similar to treasury stock.

The Company recognizes the original amount of the deferred compensation (fair value of the deferred stock award at the date of grant) as the basis for recognition in common shares issued to the rabbi trust.

The Company recognizes the original amount of the deferred compensation (fair value of the deferred stock award at the date of grant) as

the basis for recognition in common shares issued to the rabbi trust.

Changes in the fair value of amounts owed to certain employees or Directors are not recognized as the Company’s deferred compensation plan does not permit diversification and must be settled by the delivery of a fixed number of the Company’s common shares.

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Share Option Awards

The Incentive Plan permits the grant of 100,000 options to buy common shares of the Company to certain employees at not less than fair market value of the shares on the date of grant.

Options issued to date under the Incentive Plan vest 50 % after one year following the date of the grant, 75 % after two years, and 100 % after three years and expire from five to ten years from the date of grant.

Each of the Incentive Plan and 2025 Plan permits the grant of 100,000 options to buy common shares of the Company to certain employees at not less than fair market value of the shares on the date of grant;

however, option grants will only be made under the 2025 Plan beginning as of May 14, 2025.

Options issued to date under the Incentive Plan and 2025 Plan vest 50 % after one year following the date of the grant, 75 % after two years, and 100 % after three years and expire ten years from the date of grant.

Shares issued as a result of stock option exercises will be funded with the issuance of new shares.

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Forfeitures have been estimated to be zero .

There were 7,500 options granted during the year ended December 31, 2024 and zero and 26,500 options granted in the years ended December 31, 2023 and 2022, respectively.

There were no options granted during the year ended December 31, 2025 and 7,500 and zero options granted in the years ended December 31, 2024 and 2023, respectively.

The fair values for the stock options granted were estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

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Dividend yield 1.1 %

Expected life (years) 5 years 5 years

Expected life (years) 5 years

Expected volatility 38.2 %

Activity in the Company’s Incentive Plan for the year ended December 31, 2024 was as follows:

Activity in the Company’s Incentive Plan and 2025 Plan for the year ended December 31, 2025 was as follows:

Exercise Price

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Outstanding as of January 1, 2025 26,425 $ 79.33

Granted 7,500 —

Exercised ( 7,925 ) 71.31

Forfeited — —

Outstanding (vested and expected to vest) at December 31, 2025 18,500 $ 83.60 6.9 $ 2,278

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The Company recorded compensation expense related to the stock options currently vested of $ 0.1 million, $ 0.1 million and $ 0.3 million during the years ended December 31, 2025, 2024 and 2023, respectively.

The total compensation expense related to the stock options currently unvested as of December 31, 2024 was $ 0.1 million.

The total compensation expense related to the stock options currently unvested as of December 31, 2025 and 2024 was $ 0.2 million and $ 0.1 million, respectively.

The total compensation cost related to nonvested awards not yet recognized at December 31, 2025 is expected to be $ 0.2 million over a weighted-average period of approximately 1.97 years.

The excess tax benefits from stock options for the year ended December 31, 2024 was zero .

The excess tax benefits from stock options was $ 2.4 million and less than $ 0.1 million for each of the years ended December 31, 2023 and 2022, respectively.

The excess tax benefits from stock options for the year ended December 31, 2025 was $ 0.4 million.

The excess tax benefits from stock options was zero and $ 2.4 million for each of the years ended December 31, 2024 and 2023, respectively.

This represents the reduction in income taxes otherwise payable during the period attributable to the actual gross tax benefits in excess of the expected tax benefits for options exercised in the current period.

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Diluted $ 7.14 $ 7.50 $ 12.68

For the years ended December 31, 2024, 2023 and 2022, 7,500 , zero , and 31,500 stock options, respectively, were excluded from the calculation of diluted earnings per share as the effect would have been anti-dilutive.

For the years ended December 31, 2025, 2024 and 2023, 10,336 , 7,500 , and zero share-based awards, respectively, were excluded from the calculation of diluted earnings per share as the effect would have been anti-dilutive.

Note 12 - Goodwill and Other Intangibles

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The aggregate amortization expense for other intangibles with finite lives, ranging from 1 year to 65 years, for the years ended December 31, 2025, 2024 and 2023 was $ 1.4 million, $ 1.8 million, and $ 1.8 million, respectively.

Amortization expense is estimated to be $ 1.3 million for 2025, 2026, 2027, and 2028, and $ 1.1 million for 2029.

Amortization expense is estimated to be $ 1.5 million for 2026, 2027, and 2028, $ 1.3 million for 2029, and $ 1.0 million for 2030.

The weighted-average remaining amortization period is approximately 10.9 years.

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The Company believes that the methodologies, significant assumptions, and weightings used are reasonable and result in appropriate fair values of the reporting units.

Impairment assessments inherently involve management judgments regarding a number of assumptions such as those described above.

Due to the multiple variables inherent in arriving at the estimates of the reporting unit's fair value, differences in assumptions could have an effect on the estimated fair value of a reporting unit and could result in goodwill impairment charges in a future period.

As a result of actual performance for the EMEA reporting unit falling short of internal forecasts, combined with an increase in projected capital expenditures related to the construction of a new manufacturing facility in 2025 and 2026, management identified a potential indicator of impairment as of September 30, 2025.

The Company performed an interim impairment assessment and based on this review, the estimated fair value of the EMEA reporting unit exceeded its carrying amount by approximately 30 % and management concluded that no impairment of goodwill was required for the EMEA reporting unit as of September 30, 2025.

The interim impairment assessment was performed using the same methodologies as the annual assessments discussed in Note 1 - Significant Accounting Policies and included revised forecasts, which are subject to various risks and uncertainties, including forecasted revenue, expenses and cash flows.

As of December 31, 2025, the Company concluded there were no material changes in quantitative or qualitative considerations from the interim impairment assessment.

For all other reporting units, the Company performed the annual impairment test for Goodwill as of October 1.

No other indicators of impairment were identified.

There were no impairment charges recorded in 2025 or 2024.

Based on the interim impairment assessment performed as of September 30, 2022, the Asia-Pacific reporting unit’s carrying value exceeded its fair value by more than the carrying amount of goodwill, which was caused by both a reduction in forecasted results and an increase in the weighted average cost of capital due to rising interest rates.

As a result, the Company recognized a non-cash impairment charge of $ 6.5 million as of September 30, 2022.

This charge was identified separately on the Statements of Consolidated Income and impacted income from operations.

The change in the carrying amount of goodwill by segment is shown in the following table:

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Balance at January 1, 2024 $ 3,078 $ 10,582 $ 15,837 $ — $ 29,497

Acquisitions — 387 — — 387

Currency translation — ( 1,724 ) ( 1,088 ) — ( 2,812 )

Balance at December 31, 2024 3,078 8,858 14,749 — 26,685

Acquisitions — 899 — — 899

Currency translation — 869 2,231 — 3,100

Balance at December 31, 2025 $ 3,078 $ 10,626 $ 16,980 $ — $ 30,684

Impairment assessments inherently involve management judgments regarding a number of assumptions such as those described above.

The Company’s only intangible asset with an indefinite life is goodwill.

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Fixed income investments

1,142 1,142 — —

Total assets $ — $ — $ — $ —

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Foreign currency forward contracts $ 65 $ — $ 65 $ —

Fixed income investments 1,142 1,142 — —

Total assets $ 1,207 $ 1,142 $ 65 $ —

8 unchanged sentences

These contracts are not designated as hedging instruments under U.S.

Accordingly, the changes in the fair value of the foreign currency forward contracts are recognized in each accounting period in "Other operating expense - net" on the Consolidated Statements of Income together with the transaction

gain or loss from the related balance sheet position.

For the twelve months ended December 31, 2024 and 2023, the Company recognized net losses of $ 0.4 million and $ 0.7 million, respectively, on foreign currency forward contracts.

Accordingly, the changes in the fair value of the foreign currency forward contracts are recognized in each accounting period in Other operating expense - net on the Consolidated Statements of Income together with the transaction gain or loss from the related balance sheet position.

For the twelve months ended December 31, 2025 and 2024, the Company recognized net gain of $ 0.1 million and net loss of $ 0.4 million, respectively, on foreign currency forward contracts.

The Company has a non-qualified Supplemental Profit Sharing Plan for its executives.

4 unchanged sentences

The Company measures the fair value of the Supplemental Profit Sharing Plan liability using the market values of the participants’ underlying investment accounts.

The Company had zero fixed income investments as of December 31, 2025.

The Company's fixed income investments as of December 31, 2024 of $ 1.1 million are recorded in Other assets on the Consolidated Balance Sheet and are valued using the closing price on the active market on which the securities are traded.

The unrealized gains for the period ended December 31, 2024 were de minimis.

The unrealized gains on the fixed income investments for the period ended December 31, 2024 were de minimis.

The carrying value of the Company’s current financial instruments, which include cash, cash equivalents and restricted cash, accounts receivable, accounts payable and short-term debt, approximates fair value because of the short-term maturity of these instruments.

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Additionally, the allowance is based upon identified delinquent accounts, customer payment patterns and other analyses of historical data trends.

Receivable balances are written off against an allowance for credit losses after a final determination has been made.

Receivable balances

are written off against an allowance for credit losses after a final determination has been made.

The change in the allowance for credit losses includes expense and net write-offs, which are identified in the following table:

1 unchanged sentence

Allowance for credit losses, beginning of period $ 6,958 $ 8,260 $ 5,021

(Reductions) additions charged to costs and expenses ( 750 ) 3,250 2,108

Additions (reductions) charged to costs and expenses 92 ( 750 ) 3,250

Write-offs ( 1,571 ) ( 260 ) ( 218 )

12 unchanged sentences

The Company evaluates segment performance and allocates resources based on several factors primarily based on gross sales and income before income taxes.

One of the Company's measures of performance has changed since our most recently issued Form 10-K filed on March 8, 2024 from income from continuing operations, net of tax to income before income taxes.

The current measure of profit is more closely aligned with the how the CODM manages the business components within each segment.

Gross sales continues to be used as a measure of performance by the CODM.

The CODM uses both gross sales and income before income taxes for each segment predominantly in the annual budget and forecasting process as well as monitoring actual results.

27 unchanged sentences

Total noncontrolling interest

— — ( 24 ) — ( 24 )

Total net income attributable to Preformed Line Products Company shareholders

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Interest expense ( 911 ) ( 81 ) ( 658 ) ( 571 ) ( 2,221 )

Other income, net 54 136 66 28 284

Other (expense) income, net ( 27 ) 141 133 ( 586 ) ( 339 )

Income before income taxes 19,493 12,152 10,462 8,663 50,770

47 unchanged sentences

Note 16 - Related Party Transactions

During each year of the years ended December 31, 2024, 2023 and 2022, the Company paid approximately $ 0.2 million, $ 0.2 million and $ 0.1 million, respectively, in legal fees to Baker & Hostetler LLP, of which Steven Kestner, a member of our Board of Directors, is a Partner.

During each of the years ended December 31, 2024 and 2023, the Company paid approximately $ 0.2 million and $ 0.2 million, respectively, in legal fees to Baker & Hostetler LLP, of which Steven Kestner, a member of our Board of Directors, was a Partner.

On October 28, 2020, the Board of the Directors of the Company approved the appointment of David C.

3 unchanged sentences

In addition, Mr.

Sunkle has a consulting agreement with the Company that expires on December 31, 2025.

Sunkle had a consulting agreement with the Company that expired on December 31, 2025.

Note 17 - Acquisitions of Businesses

Acquisition of Pilot Plastics

On February 1, 2023, the Company acquired substantially all of the assets of Pilot Plastics, headquartered in Akron, Ohio.

Pilot Plastics is an injection molding manufacturer and the acquisition expanded the Company's injection molding capabilities and further enhanced the Company's domestic manufacturing footprint.

The purchase price was approximately $ 13.8 million, net of cash as of the closing date.

The purchase price was subject to a holdback of approximately $ 1.7 million, which was paid in February 2025.

To fund the Pilot Plastics acquisition, the Company borrowed on the Facility.

The acquisition of Pilot Plastics is accounted for using the acquisition method of accounting, which requires the assets acquired and liabilities assumed to be recognized at their respective fair values on the acquisition date.

The process of estimating the fair values of certain tangible assets, and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates.

The table below summarizes the fair values of the assets acquired and liabilities assumed on the acquisition date.

Final Allocation

Accounts receivable $ 970

Inventory 585

Property, plant and equipment and other assets 13,628

Accounts payable ( 1,299 )

Other current liabilities ( 71 )

Total identifiable net assets 13,813

Total consideration, net of cash received $ 13,813

Due to the consideration transferred equaling the fair value of the assets acquired, no residual goodwill was recognized.

All measurement period adjustments were completed within a year from the acquisition date, and such adjustments did not have a material impact on the Company's results of operations and financial position.

Acquisition of JAP Telecom

On May 1, 2025, the Company acquired all issued and outstanding shares of J.A.P.

Industria De Materiais Para Telefonia Ltda., (JAP Telecom) an entity headquartered in Pedreira, Brazil.

JAP Telecom is a leading Brazilian designer, manufacturer, and supplier of connectivity solutions for the South American telecommunications infrastructure market with a product portfolio including fiber optic splice closures, connectivity devices, and infrastructure accessories tailored to the specific needs of the local market.

JAP Telecom's annual sales for the year ending December 31, 2024 were approximately $ 4.6 million.

The acquisition expands the Company's

operational capabilities in the region and strengthens the Company's position in the global communications market.

The purchase price was approximately $ 5.8 million, net of cash received.

The acquisition of JAP Telecom is accounted for using the acquisition method of accounting, which requires the assets acquired and liabilities assumed to be recognized at their respective fair values on the acquisition date.

The process of estimating the fair values of certain tangible assets, identifiable intangible assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates.

The fair value of the identifiable net assets as acquired was $ 4.9 million.

The Company expects to finalize the valuation in 2026;

however, future adjustments are not expected to have a material impact to the Consolidated Statements of Income.

Goodwill is calculated as the excess of the consideration transferred over the net identifiable assets recognized and represents the anticipated synergies of acquiring JAP Telecom.

The goodwill recognized of $ 0.9 million is not deductible for tax purposes.

From the date of the acquisition through December 31, 2025, the Company’s consolidated financial statements included JAP Telecom sales of approximately $ 3.7 million and is reported in The Americas segment.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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-K

Item 8. Financial Statements and Supplementary Data