What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-10-31 compared with 2025-08-01 · 329 added, 229 removed, 803 unchanged (41% of the section changed)

4 unchanged sentences

in millions, except per share amounts)

Three months ended Six months ended

2025 June 29,

2024 June 28,

2025 June 29,

Three months ended Nine months ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Revenues $ 592.8 $ 483.7 $ 1,627.8 $ 1,450.2

6 unchanged sentences

Operating income 97.1 78.9 250.3 218.1

Other income (expense), net ( 2.1 ) ( 1.7 ) 0.6 ( 5.7 )

Other expense, net ( 3.2 ) ( 1.4 ) ( 2.6 ) ( 7.1 )

Interest expense ( 12.0 ) ( 12.1 ) ( 39.9 ) ( 34.7 )

Interest income 1.1 0.6 3.0 1.2

Loss on amendment/refinancing of senior credit agreement ( 1.5 ) — ( 1.5 ) —

Income from continuing operations before income taxes 81.5 66.0 209.3 177.5

21 unchanged sentences

in millions, except share data)

September 27,

2025 December 31,

16 unchanged sentences

Deferred income taxes 2.5 2.4

Assets of DBT and Heat Transfer (includes cash and equivalents of $ 4.1 and $ 4.5 at June 28, 2025 and December 31, 2024, respectively) (Note 3)

Assets of DBT and Heat Transfer (includes cash and equivalents of $ 2.0 and $ 4.5 at September 27, 2025 and December 31, 2024, respectively) (Note 3)

TOTAL ASSETS $ 3,445.6 $ 2,714.5

15 unchanged sentences

Stockholders' Equity:

Common stock ( 54,445,337 and 46,737,199 issued and outstanding at June 28, 2025, respectively, and 54,196,620 and 46,368,240 issued and outstanding at December 31, 2024, respectively)

Common stock ( 57,535,118 and 49,828,522 issued and outstanding at September 27, 2025, respectively, and 54,196,620 and 46,368,240 issued and outstanding at December 31, 2024, respectively)

Paid-in capital 1,930.4 1,373.5

1 unchanged sentence

Accumulated other comprehensive income 257.2 223.6

Common stock in treasury ( 7,708,138 and 7,828,380 shares at June 28, 2025 and December 31, 2024, respectively)

Common stock in treasury ( 7,706,596 and 7,828,380 shares at September 27, 2025 and December 31, 2024, respectively)

( 444.8 ) ( 452.0 )

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

Three months ended June 28, 2025

Three months ended September 27, 2025

Common Stock Paid-In Capital Retained Earnings Accum.

Other Comprehensive Income Common Stock In Treasury Total Stockholders’ Equity

Balance at March 29, 2025 $ 0.5 $ 1,364.8 $ 290.0 $ 233.4 $ ( 445.3 ) $ 1,443.4

Balance at June 28, 2025 $ 0.6 $ 1,371.6 $ 342.2 $ 263.8 $ ( 444.9 ) $ 1,533.3

Net income — — 62.7 — — 62.7

Other comprehensive income, net — — — 30.4 — 30.4

Issuance of common stock in underwritten public offering, net of offering costs of $ 23.9

— 551.1 — — — 551.1

Other comprehensive loss, net — — — ( 6.6 ) — ( 6.6 )

Incentive plan activity

3 unchanged sentences

Restricted stock unit vesting — ( 0.2 ) — — 0.1 ( 0.1 )

Balance at June 28, 2025 $ 0.6 $ 1,371.6 $ 342.2 $ 263.8 $ ( 444.9 ) $ 1,533.3

Six months ended June 28, 2025

Balance at September 27, 2025 $ 0.6 $ 1,930.4 $ 404.9 $ 257.2 $ ( 444.8 ) $ 2,148.3

Nine months ended September 27, 2025

Common Stock Paid-In Capital Retained Earnings Accum.

2 unchanged sentences

Net income — — 166.1 — — 166.1

Issuance of common stock in underwritten public offering, net of offering costs of $ 23.9

— 551.1 — — — 551.1

Other comprehensive income, net — — — 33.6 — 33.6

4 unchanged sentences

Restricted stock unit vesting — ( 19.6 ) — — 7.2 ( 12.4 )

Balance at June 28, 2025 $ 0.6 $ 1,371.6 $ 342.2 $ 263.8 $ ( 444.9 ) $ 1,533.3

Three months ended June 29, 2024

Balance at September 27, 2025 $ 0.6 $ 1,930.4 $ 404.9 $ 257.2 $ ( 444.8 ) $ 2,148.3

Three months ended September 28, 2024

Common Stock Paid-In Capital Retained Earnings Accum.

Other Comprehensive Income Common Stock In Treasury Total Stockholders’ Equity

Balance at March 30, 2024 $ 0.5 $ 1,351.6 $ 87.3 $ 250.9 $ ( 452.8 ) $ 1,237.5

Balance at June 29, 2024 $ 0.5 $ 1,359.1 $ 131.5 $ 244.9 $ ( 452.2 ) $ 1,283.8

Net income — — 50.2 — — 50.2

Other comprehensive loss, net — — — ( 6.0 ) — ( 6.0 )

Other comprehensive income, net — — — 15.5 — 15.5

Incentive plan activity

3 unchanged sentences

Restricted stock unit vesting — ( 0.1 ) — — 0.1 —

Balance at June 29, 2024 $ 0.5 $ 1,359.1 $ 131.5 $ 244.9 $ ( 452.2 ) $ 1,283.8

Six months ended June 29, 2024

Balance at September 28, 2024 $ 0.5 $ 1,367.7 $ 181.7 $ 260.4 $ ( 452.1 ) $ 1,358.2

Nine months ended September 28, 2024

Common Stock Paid-In Capital Retained Earnings Accum.

8 unchanged sentences

Restricted stock unit vesting — ( 15.9 ) — — 6.8 ( 9.1 )

Balance at June 29, 2024 $ 0.5 $ 1,359.1 $ 131.5 $ 244.9 $ ( 452.2 ) $ 1,283.8

Balance at September 28, 2024 $ 0.5 $ 1,367.7 $ 181.7 $ 260.4 $ ( 452.1 ) $ 1,358.2

The accompanying notes are an integral part of these statements.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended

2025 June 29,

Nine months ended

September 27,

2025 September 28,

Cash flows from (used in) operating activities:

5 unchanged sentences

(Gain) loss on change in fair value of equity security ( 4.5 ) 4.2

Loss on amendment/refinancing of senior credit agreement 1.5 —

Amortization of compensation expense related to acquisition (Refer to Note 3) 17.4 —

14 unchanged sentences

Cash flows from (used in) investing activities:

Proceeds/borrowings related to company-owned life insurance policies, net 3.1 42.9

Proceeds/borrowings (repayments) related to company-owned life insurance policies, net ( 30.3 ) 42.9

Business acquisitions, net of cash acquired ( 445.3 ) ( 292.0 )

1 unchanged sentence

Net cash used in continuing operations ( 499.2 ) ( 277.3 )

Net cash from (used in) discontinued operations — —

Net cash used in discontinued operations — —

Net cash used in investing activities ( 499.2 ) ( 277.3 )

6 unchanged sentences

Minimum withholdings paid on behalf of employees for net share settlements, net of proceeds from the exercise of employee stock options ( 8.3 ) 1.1

Proceeds of issuance of common stock in underwritten public offering, net of offering costs of $ 23.9

Financing fees paid ( 4.7 ) ( 2.6 )

Net cash from continuing operations 424.6 176.9

5 unchanged sentences

Consolidated cash and equivalents, end of period $ 231.4 $ 129.4

Six months ended

2025 June 29,

Nine months ended

September 27,

2025 September 28,

Components of cash and equivalents:

28 unchanged sentences

(“KTS”) which specializes in digital interoperability and tactical networking solutions, primarily for the defense industry.

We purchased KTS for net cash consideration of $ 342.4 , inclusive of amounts related to future service obligations of certain existing employees of $ 46.5 .

The purchase price is subject to adjustment based on the final calculation of working capital and cash as of the date of acquisition.

We purchased KTS for net cash consideration of $ 340.0 , inclusive of amounts related to future service obligations of certain existing employees of $ 46.5 and net of an adjustment to the purchase price of $ 2.4 received during the third quarter of 2025 related to acquired working capital.

The post-acquisition operating results of KTS are reflected within our Detection and Measurement reportable segment.

15 unchanged sentences

We had two less days in the first quarter of 2025 and will have one more day in the fourth quarter of 2025 than in the respective 2024 periods.

It is not practicable to estimate the impact of the two less days on our consolidated operating results for the six months ended June 28, 2025, when compared to the consolidated operating results for the respective 2024 period.

It is not practicable to estimate the impact of the two less days on our consolidated operating results for the nine months ended September 27, 2025, when compared to the consolidated operating results for the respective 2024 period.

(2) NEW ACCOUNTING PRONOUNCEMENTS

12 unchanged sentences

however, the standard will not have an impact on our consolidated financial position, results of operations or cash flows.

In September 2025, the FASB issued ASU No.

2025-06, which replaces the stage-based capitalization model for the treatment of development costs of internal-use software with a principles-based framework, reflecting modern software development practices.

In addition, ASU 2025-06 requires companies to capitalize software costs once management authorizes and commits to funding with probable completion and use.

ASU 2025-06 will be effective for annual reporting periods beginning after December 15, 2027, and for interim periods within annual reporting periods within those annual reporting periods, and allows multiple transition methods, including retrospective, prospective, or modified prospective application, with early adoption permitted.

We are currently evaluating the impact of ASU 2025-06 on our consolidated financial position, results of operations and cash flows.

(3) ACQUISITIONS AND DISCONTINUED OPERATIONS

2 unchanged sentences

Such acquisitions are not separately identified within this report on Form 10-Q.

During the six months ended June 28, 2025, cash outflows, net of cash acquired, related to this activity totaled $ 8.2 .

During the nine months ended September 27, 2025, cash outflows, net of cash acquired, related to this activity totaled $ 8.2 .

The post-acquisition operating results are reflected within our HVAC reportable segment and have no significant impact to our financial outlook and end markets.

1 unchanged sentence

As indicated in Note 1, on April 15, 2025, we completed the acquisition of Sigma & Omega for cash consideration of $ 143.6 , net of cash acquired of $ 0.2 .

The purchase price is subject to adjustment based on the final calculation of working capital and cash as of the date of acquisition.

The purchase price is subject to adjustment based on the final calculation of working

capital and cash as of the date of acquisition.

The pro forma effect of this acquisition is not material to our condensed consolidated results of operations.

10 unchanged sentences

The identifiable intangible assets acquired consis t of customer relationships, customer backlog, technology, and definite-lived trademarks of $ 56.3 , $ 8.9 , $ 8.5 , and $ 3.9 , respectively, with suc h amounts based on an assessment of the related fair values.

We expect to amortize the customer relationships and contracts, customer backlog, technology, and definite-lived trademarks over 11.0 , 1.0 , 9.0 , and 8.0 years, respectively.

We expect to amortize the customer relationships, customer backlog, technology, and definite-lived trademarks over 11.0 , 1.0 , 9.0 , and 8.0 years, respectively.

We acquired gro ss receivables of $ 9.6 , which had a fair value of $ 9.3 at the acquisition date based on our estimates of cash flows expected to be recovered.

1 unchanged sentence

We expect none of the goodwill described above to be deductible for tax purposes.

We recognized revenues and a net loss for Sigma & Omega of $ 15.1 and $ 0.4 , respectively, for the three and six months ended June 28, 2025, with the net loss i mpacted by charges during the three months ended June 28, 2025 of $ 4.4 associated with amortization of the various intangible assets mentioned above.

We recognized revenues and net losses for Sigma & Omega of $ 20.1 and $ 0.3 , and $ 35.2 and $ 0.7 , respectively, for the three and nine months ended September 27, 2025, with the net losses i mpacted by charges during the three and nine months ended September 27, 2025 of $ 5.0 and $ 9.4 , respectively, associated with amortization of the various intangible assets mentioned above and $ 0.1 associated with the excess fair value (over historical cost) of inventory acquired which was subsequently sold.

Acquisition of KTS

As indicated in Note 1, on January 27, 2025, we completed the acquisition of KTS for net cash consideration of $ 342.4 , inclusive of amounts paid related to future service obligations of certain employees of $ 46.5 described further below.

As indicated in Note 1, on January 27, 2025, we completed the acquisition of KTS for net cash consideration of $ 340.0 , inclusive of amounts paid related to future service obligations of certain employees of $ 46.5 described further below and net of an adjustment to the purchase price of $ 2.4 received during the third quarter of 2025 related to acquired working capital.

We financed the acquisition with available borrowings on our revolving credit facilities under our senior credit facilities.

4 unchanged sentences

The deferred compensation assets related to these agreements will be amortized over the agreement terms which range from 2 to 8 years.

During the three and six months ended June 28, 2025, we recognized compensation costs of $ 6.6 and $ 10.9 , respectively, which have been recorded to “Selling, general and administrative” within our condensed consolidated statements of operations, related to such retention agreements.

The remaining deferred compensation assets of $ 19.5 and $ 16.1 are recorded within “ Other current assets ” and “ Other assets ”, respectively, within our condensed consolidated balance sheet as of June 28, 2025.

During the three and nine months ended September 27, 2025, we recognized compensation costs of $ 6.5 and $ 17.4 , respectively, which have been recorded to “Selling, general and administrative” within our condensed consolidated statements of operations, related to such retention agreements.

The remaining deferred compensation assets of $ 15.6 and $ 13.5 are recorded within “ Other current assets ” and “ Other assets ”, respectively, within our condensed consolidated balance sheet as of September 27, 2025.

The following is a summary of the recorded preliminary fair values of the assets acquired and liabilities assumed for KTS as of January 27, 2025:

16 unchanged sentences

We expect the goodwill described above to be deductible for tax purposes.

We recognized revenues an d net losses for KTS of $ 21.6 and $ 30.1 , and $ 2.5 and $ 8.9 , respectively, for the three and six months ended June 28, 2025, with the net losses i mpacted by charges during the three and six months ended June 28, 2025 of (i) $ 6.6 and $ 10.9 , respectively, for amortization of compensation costs related to acquired retention agreements, (ii) $ 6.0 and $ 9.2 , respectively, associated with amortization of the various intangible assets mentioned above, and (iii) $ 0.5 and $ 0.8 , respectively, associated with the excess fair value (over historical cost) of inventory acquired which was subsequently sold.

We recognized revenues an d net losses for KTS of $ 17.3 and $ 6.6 , and $ 47.4 and $ 15.5 , respectively, for the three and nine months ended September 27, 2025, with the net losses i mpacted by charges during the three and nine months ended September 27, 2025 of (i) $ 6.5 and $ 17.4 , respectively, for amortization of compensation costs related to acquired retention agreements, (ii) $ 5.5 and $ 14.7 , respectively, associated with amortization of the various intangible assets mentioned above, and (iii) $ 0.5 and $ 1.3 , respectively, associated with the excess fair value (over historical cost) of inventory acquired which was subsequently sold.

Acquisition of Ingénia

13 unchanged sentences

The identifiable intangible assets acquired consis t of technology, customer relationships and contracts, trademarks, and customer backlog of $ 46.7 , $ 23.5 , $ 13.9 , and $ 13.8 , respectively, with suc h amounts based on an assessment of the related fair values.

We expect to amortize the technology, customer relationships, trademarks, and customer backlog assets ove r 12.0 , 7.0 , 8.0 , and 1.0 years, respectively.

We expect to amortize the technology, customer relationships and contracts, trademarks, and customer backlog assets ove r 12.0 , 7.0 , 8.0 , and 1.0 years, respectively.

We acquired gro ss receivables of $ 16.1 , which had the same fair value at the acquisition date based on our estimates of cash flows expected to be recovered.

1 unchanged sentence

We expect no ne of the goodwill described above to be deductible for tax purposes.

Duri ng the three and six months ended June 28, 2025, we incurred acquisition-related and other costs for Ingénia, KTS and Sigma & Omega of $ 7.7 and $ 15.6 , respectively.

During the three and six months ended June 29, 2024 we incurred acquisition-related and other costs for Ingénia of $ 1.3 and $ 3.9 , respectively.

Duri ng the three and nine months ended September 27, 2025, we incurred acquisition-related and other costs for Ingénia, KTS and Sigma & Omega of $ 7.4 and $ 23.0 , respectively.

During the three and nine months ended September 28, 2024, we incurred acquisition-related and other costs for Ingénia of $ 0.9 and $ 4.8 , respectively.

These costs have been recorded to “Selling, general and administrative” within our condensed consolidated statements of operations.

In addition, we recorded these amounts as shown below within consolidated operating income in Note 6:

Acquisition-related and other costs for Ingénia, KTS and Sigma & Omega

Three months ended Six months ended

Affected line item in Note 6 June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Acquisition and integration-related costs for Ingénia, KTS and Sigma & Omega

Three months ended Nine months ended

Affected line item in Note 6 September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Corporate expense $ 0.4 $ 0.2 $ 4.0 $ 3.1

Acquisition-related and other costs 6.3 0.7 12.0 1.0

Acquisition and integration-related costs 7.0 0.7 19.0 1.7

Consolidated operating income $ 7.4 $ 0.9 $ 23.0 $ 4.8

The following unaudited pro forma information presents our condensed consolidated results of operations for the three and six months ended June 28, 2025 and June 29, 2024, respectively, as if the acquisitions of KTS and Ingénia had taken place on January 1, 2024 and January 1, 2023, respectively.

The following unaudited pro forma information presents our condensed consolidated results of operations for the three and nine months ended September 27, 2025 and September 28, 2024, respectively, as if the acquisitions of KTS and Ingénia had taken place on January 1, 2024 and January 1, 2023, respectively.

The unaudited pro forma financial information is not intended to represent or be indicative of our condensed consolidated results of operations that would have been reported had the acquisitions been completed as of the date presented, and should not be taken as representative of our future consolidated results of operations.

2 unchanged sentences

These pro forma consolidated results of operations have been prepared for comparative purposes only and include additional interest expense on the borrowings required to finance the acquisitions, additional depreciation and amortization expense associated with fair value adjustments to the acquired property, plant and equipment, intangible assets and compensation costs related to acquired retention agreements, adjustments to reflect charges associated with acquisition-related costs and charges associated with the excess fair value (over historical cost) of inventory acquired and subsequently sold as if they were incurred beginning during the first quarter of 2024 for KTS and first quarter of 2023 for Ingénia, and the related income tax effects.

Three months ended Six months ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Three months ended Nine months ended

September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Revenues $ 592.8 $ 508.6 $ 1,630.5 $ 1,519.7

16 unchanged sentences

It also provides that the underlying subcontracts are terminated and all obligations of both parties under the subcontracts have been satisfied in full.

The assets and liabilities of DBT have been included within “ Assets of DBT and Heat Transfer ” and “ Liabilities of DBT and Heat Transfer, ” respectively, on the condensed consolidated balance sheets as of June 28, 2025 and December 31, 2024 .

The major line items constituting DBT ’ s assets and liabilities as of June 28, 2025 and December 31, 2024 are shown below:

June 28, 2025 December 31, 2024

The major line items constituting DBT ’ s assets and liabilities as of September 27, 2025 and December 31, 2024 are shown below:

September 27, 2025 December 31, 2024

Cash and equivalents $ 1.9 $ 4.4

9 unchanged sentences

The timing of the ultimate resolution of these matters is uncertain as they are likely to occur as part of the liquidation process.

During the quarter ended September 28, 2024, and in connection with the Settlement Agreement, DBT made a payment of South African Rand 480.9 ($ 27.1 at the time of payment).

In connection with this remaining obligation, we had entered into a foreign currency forward contract, which we accounted for as a fair-value hedge and which matured at the time of the final payment to MHI.

The resulting cash received of $ 2.0 is presented within “Net cash used in discontinued operations” within the condensed consolidated statement of cash flows for the nine months ended September 28, 2024.

Refer to Note 13 for additional details.

There are no further payment obligations to MHI under the terms of the Settlement Agreement.

Wind-Down of the Heat Transfer Business

1 unchanged sentence

As a result of completing the wind-down plan, we are reporting Heat Transfer as a discontinued operation for all periods presented.

The assets and liabilities of Heat Transfer have been included within “Assets of DBT and Heat Transfer” and “Liabilities of DBT and Heat Transfer,” respectively, on the condensed consolidated balance sheets as of June 28, 2025 and December 31, 2024.

The major line items constituting Heat Transfer’s assets and liabilities as of June 28, 2025 and December 31, 2024 are shown below:

June 28, 2025 December 31, 2024

The major line items constituting Heat Transfer’s assets and liabilities as of September 27, 2025 and December 31, 2024 are shown below:

September 27, 2025 December 31, 2024

Cash and equivalents $ 0.1 $ 0.1

6 unchanged sentences

As a result, it is possible that the resulting gains/losses on these and other previous divestitures may be materially adjusted in subsequent periods.

For the three and six months ended June 28, 2025 and June 29, 2024, results of operations from our businesses reported as discontinued operations were as follows:

Three months ended Six months ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

For the three and nine months ended September 27, 2025 and September 28, 2024, results of operations from our businesses reported as discontinued operations were as follows:

Three months ended Nine months ended

September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Loss from discontinued operations (1)

$ ( 0.5 ) $ ( 0.7 ) $ ( 1.3 ) $ ( 1.7 )

Income tax provision — ( 0.4 ) — ( 0.2 )

Income tax benefit (provision) 0.1 — 0.1 ( 0.2 )

Loss from discontinued operations, net $ ( 0.4 ) $ ( 0.7 ) $ ( 1.2 ) $ ( 1.9 )

________________________________

(1) Loss for the three and six months ended June 28, 2025 and June 29, 2024 related primarily to costs incurred to support DBT through the subcontractor liquidation process mentioned above.

(1) Loss for the three and nine months ended September 27, 2025 and September 28, 2024 related primarily to costs incurred to support DBT through the subcontractor liquidation process mentioned above.

(4) REVENUES FROM CONTRACTS

Disaggregated Revenues

We disaggregate revenue from contracts with customers by major product line and based on the timing of recognition for each of our reportable segments, as we believe such disaggregation best depicts how the nature, amount, timing, and uncertainty of our revenues and cash flows are affected by economic factors, with such disaggregation presented below for the three and six months ended June 28, 2025 and June 29, 2024:

Three months ended June 28, 2025

Three months ended September 27, 2025

Reportable Segments HVAC Detection and Measurement Total

10 unchanged sentences

$ 387.4 $ 205.4 $ 592.8

Six months ended June 28, 2025

Nine months ended September 27, 2025

Reportable Segments HVAC Detection and Measurement Total

10 unchanged sentences

$ 1,087.1 $ 540.7 $ 1,627.8

Three months ended June 29, 2024

Three months ended September 28, 2024

Reportable Segments HVAC Detection and Measurement Total

10 unchanged sentences

$ 335.3 $ 148.4 $ 483.7

Six months ended June 29, 2024

Nine months ended September 28, 2024

Reportable Segments HVAC Detection and Measurement Total

15 unchanged sentences

On a contract-by-contract basis, the contract assets and contract liabilities are reported net within our condensed consolidated balance sheets.

Our contract balances consisted of the following as of June 28, 2025 and December 31, 2024:

Contract Balances June 28, 2025 December 31, 2024 Change

Project volumes, primarily within our communication technologies, aids to navigation, cooling products, and transportation systems businesses, can vary from period to period based on the timing of project execution.

Our contract balances consisted of the following as of September 27, 2025 and December 31, 2024:

Contract Balances September 27, 2025 December 31, 2024 Change

Contract Accounts Receivable (1)

8 unchanged sentences

(2) Included in “Other long-term liabilities” within the accompanying condensed consolidated balance sheets.

Our contract balances consisted of the following as of June 29, 2024 and December 31, 2023:

Contract Balances June 29, 2024 December 31, 2023 Change

Our contract balances consisted of the following as of September 28, 2024 and December 31, 2023:

Contract Balances September 28, 2024 December 31, 2023 Change

Contract Accounts Receivable $ 333.7 $ 275.4 $ 58.3

3 unchanged sentences

Net contract balance $ 305.3 $ 214.5 $ 90.8

The timing of revenue recognition, invoicing and cash collections results in Contract Accounts Receivable, contract assets, and customer advances and deposits (contract liabilities) on our condensed consolidated balance sheets.

The timing and amount of revenue recognition, invoicing and cash collections results in Contract Accounts Receivable, contract assets, and customer advances and deposits (contract liabilities) on our condensed consolidated balance sheets.

In general, we receive payments from customers based on a billing schedule established in our contracts.

During the three and six months ended June 28, 2025, changes in contract balances were not significantly impacted by any other factors besides the acquisition of KTS.

At June 28, 2025, Contract Account Receivables, contract assets, and current contract liabilities attributable to KTS were $ 2.7 , $ 5.1 , and $ 8.6 , respectively.

During the three and six months ended June 28, 2025, we recognized revenues of $ 10.3 and $ 39.0 , respectively, related to our contract liabilities at December 31, 2024.

During the three and six months ended June 29, 2024, we recognized revenues of $ 14.2 and $ 40.7 , respectively, related to our contract liabilities at December 31, 2023.

During the three and nine months ended September 27, 2025, changes in contract balances were not significantly impacted by any other factors besides the acquisition of KTS.

At September 27, 2025, Contract Account Receivables, contract assets, and current contract liabilities attributable to KTS were $ 10.3 , $ 0.8 , and $ 13.3 , respectively.

During the three and nine months ended September 27, 2025, we recognized revenues of $ 8.5 and $ 47.5 , respectively, related to our contract liabilities at December 31, 2024.

During the three and nine months ended September 28, 2024, we recognized revenues of $ 7.0 and $ 47.7 , respectively, related to our contract liabilities at December 31, 2023.

Performance Obligations

As of June 28, 2025, the aggre gate amount all ocated to remaining performance obligations was $ 221.4 .

We expect to recognize revenue on approximately 45 % and 61 % of these remaining performance obligations o ver the next 12 and 24 months, respectively, with the remaining recognized thereafter.

There have been no material changes to our finance leases during the three and six months ended June 28, 2025.

During the six months ended June 28, 2025 lease obligations were not significantly impacted by any other factors besides the acquisition of KTS.

At June 28, 2025, we obtained operating right-of-use assets in exchange for new lease obligations of $ 4.9 related to the KTS acquisition.

As of September 27, 2025, the aggre gate amount allocated to remaining performance obligations was $ 341.1 .

We expect to recognize revenue on approximately 62 % and 75 % of these remaining performance obligations over the next 12 and 24 months, respectively, with the remaining recognized thereafter.

During the nine months ended September 27, 2025 lease obligations were not significantly impacted by any other factors besides the acquisition of KTS.

At September 27, 2025, we obtained operating right-of-use assets in exchange for new lease obligations of $ 4.7 related to the KTS acquisition.

(6) INFORMATION ON REPORTABLE SEGMENTS AND CORPORATE EXPENSE

20 unchanged sentences

Corporate expense generally relates to the personnel and general operating costs of our corporate headquarters based in Charlotte, North Carolina.

Financial data for our reportable segments for the three and six months ended June 28, 2025 and June 29, 2024 are presented below:

Three months ended Six months ended

2025 June 29,

2024 June 28,

2025 June 29,

Financial data for our reportable segments for the three and nine months ended September 27, 2025 and September 28, 2024 are presented below:

Three months ended Nine months ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

HVAC reportable segment

11 unchanged sentences

Corporate expense 12.4 12.4 39.7 38.3

Acquisition-related and other costs (1)

Acquisition and integration-related costs (1)

7.7 1.4 21.0 6.3

3 unchanged sentences

Other operating expense, net (2)

0.5 8.4 0.5 8.4

Consolidated operating income 97.1 78.9 250.3 218.1

Other income (expense), net ( 2.1 ) ( 1.7 ) 0.6 ( 5.7 )

Other expense, net ( 3.2 ) ( 1.4 ) ( 2.6 ) ( 7.1 )

Interest expense ( 12.0 ) ( 12.1 ) ( 39.9 ) ( 34.7 )

Interest income 1.1 0.6 3.0 1.2

Loss on amendment/refinancing of senior credit agreement ( 1.5 ) — ( 1.5 ) —

Income from continuing operations before income taxes $ 81.5 $ 66.0 $ 209.3 $ 177.5

9 unchanged sentences

Total depreciation and amortization $ 32.4 $ 23.5 $ 91.9 $ 67.9

Three months ended Six months ended

2025 June 29,

2024 June 28,

2025 June 29,

Three months ended Nine months ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Geographic Areas:

5 unchanged sentences

$ 592.8 $ 483.7 $ 1,627.8 $ 1,450.2

June 28, 2025 December 31, 2024

September 27, 2025 December 31, 2024

Tangible Long-Lived Assets:

4 unchanged sentences

________________________________

(1) Represents integration costs incurred in connection with acquisitions of $ 6.9 and $ 13.3 during the three and six months ended June 28, 2025, respectively, and $ 2.3 and $ 4.9 during the three and six months ended June 29, 2024, respectively, including additional “Cost of products sold” related to the step-up of inventory (to fair value) acquired in connection with the KTS acquisition of $ 0.5 and $ 0.8 during the three and six months ended June 28, 2025, respectively, and the Ingénia acquisition of $ 0.9 and $ 1.8 during the three and six months ended June 29, 2024.

(2) The charge of $ 8.4 incurred during the three and six months ended June 29, 2024 related to a settlement with the seller of ULC regarding additional contingent consideration.

(1) Represents integration costs incurred in connection with acquisitions of $ 7.7 and $ 21.0 during the three and nine months ended September 27, 2025, respectively, and $ 1.4 and $ 6.3 during the three and nine months ended September 28, 2024, respectively.

The three and nine months ended September 27, 2025 includes amortization of a deferred compensation asset acquired in connection with the KTS acquisition of $ 6.5 and $ 17.4 , respectively.

Additionally, the three and nine months ended September 27, 2025 includes additional “Cost of products sold” related to the step-up of inventory (to fair value) acquired in connection with the KTS acquisition of $ 0.5 and $ 1.3 , respectively, and the Sigma & Omega acquisition of $ 0.1 and $ 0.1 , respectively.

The nine months ended September 28, 2024 includes $ 1.8 of additional “Cost of products sold” related to the step-up of inventory (to fair value) associated with the Ingénia acquisition.

(2) Represents a charge of $ 8.4 incurred during the nine months ended September 28, 2024 related to a settlement with the seller of ULC Robotics (“ULC”) regarding additional contingent consideration.

(3) Revenues are included in the above geographic areas based on the country that recorded the revenue.

(7) SPECIAL CHARGES, NET

Special charges, net, for the three and six months ended June 28, 2025 and June 29, 2024 are described in more detail below:

Three months ended Six months ended

2025 June 29,

2024 June 28,

2025 June 29,

Special charges, net, for the three and nine months ended September 27, 2025 and September 28, 2024 are described in more detail below:

Three months ended Nine months ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

HVAC reportable segment $ — $ — $ ( 0.2 ) $ 0.2

2 unchanged sentences

Total $ 0.1 $ 0.5 $ 0.2 $ 0.9

HVAC — Charges for the six months ended June 28, 2025 and three and six months ended June 29, 2024 related primarily to recording, and subsequent adjustments of, severance costs associated with restructuring actions at one of the segment’s cooling businesses.

Detection and Measurement — Charges for the six months ended June 29, 2025 related primarily to severance costs associated with restructuring actions at the segment's inspection and rehabilitation business.

Charges for the three and six months ended June 29, 2024 primarily related to recording, and subsequent adjustments of, severance costs associated with restructuring actions at the segment's inspection and rehabilitation and aids to navigation businesses.

Corporate — Charges for the six months ended June 28, 2025 related primarily to severance costs associated with a restructuring action.

No significant future charges are expected to be incurred under actions approved as of June 28, 2025.

The following is an analysis of our restructuring liabilities for the six months ended June 28, 2025 and June 29, 2024:

Six months ended

2025 June 29,

HVAC — Special charges, net for the nine months ended September 27, 2025 and September 28, 2024 related primarily to recording, and subsequent adjustments of, severance costs associated with restructuring actions at one of the segment’s cooling businesses.

Detection and Measurement — Special charges, net for the three and nine months ended September 27, 2025 related primarily to severance costs associated with restructuring actions at the segment's inspection and rehabilitation business.

Charges for the three and nine months ended September 28, 2024 related primarily to severance costs associated with a restructuring action at the segment's location and inspection business.

In addition, special charges, net for the nine months ended September 28, 2024 included severance costs associated with a restructuring action at the segment's aids to navigation business.

Corporate — Special charges, net for the nine months ended September 27, 2025 related primarily to severance costs associated with a restructuring action.

No significant future charges are expected to be incurred under actions approved as of September 27, 2025.

The following is an analysis of our restructuring liabilities for the nine months ended September 27, 2025 and September 28, 2024:

Nine months ended

September 27,

2025 September 28,

Balance at beginning of year $ 1.8 $ 0.7

3 unchanged sentences

(8) INVENTORIES, NET

Inventories are accounted for under the first-in, first-out method and are comprised of the following at June 28, 2025 and December 31, 2024:

Inventories are accounted for under the first-in, first-out method and are comprised of the following at September 27, 2025 and December 31, 2024:

September 27,

2025 December 31,

5 unchanged sentences

(9) GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying amount of goodwill for the six months ended June 28, 2025 were as follows:

The changes in the carrying amount of goodwill for the nine months ended September 27, 2025 were as follows:

2024 Goodwill

1 unchanged sentence

Combinations (1)

Translation June 28,

Translation September 27,

HVAC reportable segment

13 unchanged sentences

Other Intangibles, Net

Identifiable intangible assets at June 28, 2025 and December 31, 2024 comprised the following:

June 28, 2025 December 31, 2024

Identifiable intangible assets at September 27, 2025 and December 31, 2024 comprised the following:

September 27, 2025 December 31, 2024

Value Accumulated

12 unchanged sentences

(1) The gross carrying value of identifiable intangible assets acquired with the KTS acquisition consist of technology of $ 79.8 , customer relationships and contracts of $ 70.7 , definite-lived trademarks of $ 6.7 , and customer backlog of $ 7.3 .

The gross carrying value of identifiable intangible assets acquired with the Sigma & Omega acquisition consist of customer relationships and contracts of $ 56.3 , customer backlog of $ 8.9 , technology of $ 8.5 , and definite-lived trademarks of $ 3.9 .

The gross carrying value of identifiable intangible assets acquired with the Sigma & Omega acquisition consist of customer relationships of $ 56.3 , customer backlog of $ 8.9 , technology of $ 8.5 , and definite-lived trademarks of $ 3.9 .

In connection with the acquisitions of KTS and Sigma & Omega, which have definite-lived intangible assets as noted above, we updated our estimated annual amortization expense related to intangible assets to approximately $ 90.0 for the full year 2025, $ 73.0 for 2026, and $ 70.0 for each of the three years thereafter.

At June 28, 2025, the net carrying value of intangible assets with determinable lives consisted of $ 439.8 in the HVAC reportable segment and $ 253.0 in the Detection and Measurement reportable segment.

At June 28, 2025, trademarks with indefinite lives consisted of $ 157.0 in the HVAC reportable segment and $ 64.9 in the Detection and Measurement reportable segment.

At September 27, 2025, the net carrying value of intangible assets with determinable lives consisted of $ 423.4 in the HVAC reportable segment and $ 242.9 in the Detection and Measurement reportable segment.

At September 27, 2025, trademarks with indefinite lives consisted of $ 157.1 in the HVAC reportable segment and $ 64.9 in the Detection and Measurement reportable segment.

We review goodwill and indefinite-lived intangible assets for impairment annually during th e fourth quarter in conjunction with our annual financial planning process, with such testing based primarily on events and circumstances existing as of the end of the third quarter.

11 unchanged sentences

projected revenues and profit growth rates, industry price multiples, discount rates, etc.), we may be required to record an impairment charge in a future period related to their goodwill.

As of June 28, 2025, Sigma & Omega, KTS and Ingénia's goodwill totaled $ 76.6 , $ 105.0 and $ 139.7 , respectively.

As of September 27, 2025, Sigma & Omega, KTS and Ingénia's goodwill totaled $ 75.2 , $ 102.8 and $ 138.2 , respectively.

We perform our annual indefinite-lived trademarks impairment testing during the fourth quarter, or on a more frequent basis, if there are indications of potential impairment.

3 unchanged sentences

If ASPEQ is unable to achieve its current revenue forecast, or there is a change in assumptions used in ASPEQ’s analysis (e.g., projected revenues and discount rates, etc.), we may be required to record an impairment charge in a future period related to its trademarks.

As of June 28, 2025, ASPEQ’s trademarks totaled $ 51.5 .

As of September 27, 2025, ASPEQ’s trademarks totaled $ 51.5 .

(10) WARRANTY

The following is an analysis of our product warranty accrual for the periods presented:

10 Six months ended

2025 June 29,

10 Nine months ended

September 27,

2025 September 28,

Balance at beginning of year $ 44.7 $ 37.9

2 unchanged sentences

Usage ( 11.5 ) ( 10.4 )

Currency translation adjustment 0.1 —

Balance at end of period 47.4 42.9

4 unchanged sentences

We received regulatory approval for the wind-up which was completed during the first quarter of 2025.

This transaction resulted in a settlement loss of $ 0.3 recorded in net periodic pension benefit expense during the six months ended June 28, 2025.

In addition, and in connection with this wind-up, we remeasured the assets and liabilities of the Canadian Pension Plans, which resulted in a loss of $ 0.5 recorded in net periodic pension benefit expense for the six months ended June 28, 2025.

This transaction resulted in a settlement loss of $ 0.3 recorded in net periodic pension benefit expense during the nine months ended September 27, 2025.

Lastly, as a result of the wind-up, we have eliminated the third-party cost and internal resource requirements associated with administering these benefit plans.

1 unchanged sentence

Domestic Pension Plans

Three months ended Six months ended

2025 June 29,

2024 June 28,

2025 June 29,

Three months ended Nine months ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Service cost $ — $ — $ — $ —

3 unchanged sentences

Foreign Pension Plans

Three months ended Six months ended

2025 June 29,

2024 June 28,

2025 June 29,

Three months ended Nine months ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Service cost $ — $ — $ — $ —

7 unchanged sentences

Postretirement Plans

Three months ended Six months ended

2025 June 29,

2024 June 28,

2025 June 29,

Three months ended Nine months ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Service cost $ — $ — $ — $ —

3 unchanged sentences

(12) INDEBTEDNESS

The following summarizes our debt activity (both current and non-current) for the six months ended June 28, 2025:

The following summarizes our debt activity (both current and non-current) for the nine months ended September 27, 2025:

2024 Borrowings Repayments Other (5)

September 27,

Revolving loans (1)

11 unchanged sentences

___________________________

(1) The revolving credit facility extends through August 2027 under the terms of our senior credit agreement and is primarily used to provide liquidity for funding acquisitions, including related fees and expenses, and was utilized as a funding mechanism for the KTS and Sigma & Omega acquisitions.

(2) The term loans are repayable in quarterly installments equal to 1.25 % of the initial term loan balances of $ 545.0 , in all quarters of 2025 and 2026, and the first two quarters of 2027.

The remaining balances are payable in full on August 12, 2027.

Balances are net of unamortized debt issuance costs of $ 1.0 and $ 1.2 at June 28, 2025 and December 31, 2024, respectively.

(1) As noted below, we amended our senior credit agreement on September 9, 2025.

The amendment extends the revolving credit facility through September 9, 2030.

The revolving credit facilities are primarily used to provide liquidity for funding acquisitions, including related fees and expenses and were utilized as a funding mechanism for the KTS and Sigma & Omega acquisitions.

In connection with the consummation of the underwritten public offering (refer to Note 14 for additional details), amounts then owing under our revolving credit facilities were fully repaid.

(2) The term loan is repayable in quarterly installments equal to 0.625 % of the initial term loan balance of $ 500.0 , beginning in December 2026 and in each of the first three quarters of 2027, and 1.25 % during the fourth quarter of 2027, all quarters of 2028 and 2029, and the first two quarters of 2030.

The remaining balances are payable in full on September 9, 2030.

Balances are net of unamortized debt issuance costs of $ 0.9 and $ 1.2 at September 27, 2025 and December 31, 2024, respectively.

(3) Under this arrangement, we can borrow, on a continuous basis, up to $ 100.0 , as available.

Borrowings under this arrangement are collateralized by eligible trade receivables of certain of our businesses.

At June 28, 2025, we had $ 49.1 of available borrowing capacity under this facility after giving effect to outstanding borrowings of $ 40.0 .

(4) Primarily includes balances under a purchase card program of $ 1.4 and $ 1.1 and finance lease obligations of $ 1.1 and $ 1.2 at June 28, 2025 and December 31, 2024, respectively.

At September 27, 2025, we had $ 86.1 of available borrowing capacity under this facility after giving effect to outstanding borrowings of $ 0.0 .

(4) Primarily includes balances under a purchase card program of $ 1.4 and $ 1.1 and finance lease obligations of $ 1.1 and $ 1.2 at September 27, 2025 and December 31, 2024, respectively.

The purchase card program allows for payment beyond the normal payment terms for goods and services acquired under the program.

As this arrangement extends the payment of these purchases beyond their normal payment terms through third-party lending institutions, we have classified these amounts as short-term debt.

(5) “Other” includes the impact of amortization of debt issuance costs associated with the term loans.

(5) “Other” includes the capitalization and amortization of debt issuance costs incurred in connection with the term loan.

Senior Credit Facilities

A detailed description of our senior credit facilities is included in our 2024 Annual Report on Form 10-K.

At June 28, 2025, we had $ 529.0 of available borrowing capacity under our revolving credit facilities, after giving effect to borrowings under the domestic revolving loan facility of $ 460.0 and $ 11.0 reserved for outstanding letters of credit.

In addition, at June 28, 2025, we had $ 11.9 of available issuance capacity under our foreign credit instrument facilities after giving effect to $ 13.1 reserved for outstanding letters of credit.

The weighted-average interest rate of outstanding borrowings under our senior credit agreement was approximately 5.8 % at June 28, 2025.

At June 28, 2025, we were in compliance with all covenants of our senior credit agreement.

On September 9, 2025 (the “Third Amendment Effective Date”), we entered into a Third Amendment to the Amended and Restated Credit Agreement and Amendment to the Amended and Restated Guarantee and Collateral Agreement (the “Third Amendment”) with Bank of America, N.A., as administrative agent (the “Administrative Agent”), the lenders party thereto, and certain domestic subsidiaries of SPX, as guarantors, which amends the Amended and Restated Credit Agreement (as previously amended, the “Existing Credit Agreement”), with the lenders party thereto, Deutsche Bank AG, as foreign trade facility agent, and the Administrative Agent (the “Amended Credit Agreement”).

The Amended Credit Agreement provides for committed senior secured financing in the aggregate amount of $ 2,025.0 , consisting of the following facilities (collectively, the “Senior Credit Facilities”), each with a final maturity of September 9, 2030:

• A term loan facility in the aggregate principal amount of $ 500.0 ;

• A multicurrency revolving credit facility, which will be available for loans and letters of credit in U.S.

Dollars, Euros, British Pounds Sterling and other currencies, in an aggregate principal amount up to the equivalent of $ 1,500.0 (with sublimits equal to the equivalents of $ 200.0 for financial letters of credit, $ 50.0 for non-financial letters of credit, and $ 250.0 for non-U.S.

• A bilateral foreign credit instrument facility, which will be available for performance letters of credit and bank undertakings, in an aggregate principal amount in various currencies up to the equivalent of $ 25.0 .

SPX may also seek additional commitments, without consent from the existing lenders, to add incremental term loan facilities and/or increase the commitments in respect of the revolving credit facility and/or the bilateral foreign credit instrument facility by up to an aggregate principal amount not to exceed (x) the greater of (i) $ 500.0 and (ii) the amount of Consolidated

EBITDA (as defined in the Amended Credit Agreement) for the four fiscal quarters ended most recently before the date of determination, plus (y) an unlimited amount so long as, immediately after giving effect thereto, our Consolidated Senior Secured Leverage Ratio (defined in the Amended Credit Agreement generally as the ratio of consolidated total debt (excluding the face amount of undrawn letters of credit, bank undertakings, or analogous instruments and net of unrestricted cash and cash equivalents) at the date of determination secured by liens to Consolidated EBITDA for the four fiscal quarters ended most recently before such date) does not exceed 3.00 :1.00, plus (z) an amount equal to all voluntary prepayments of the term loan facility and voluntary prepayments accompanied by permanent commitment reductions of the revolving credit facility and foreign credit instrument facility.

SPX Enterprises, LLC, a direct wholly owned subsidiary of SPX Technologies, Inc., is the borrower under each of the above facilities, and may designate certain foreign subsidiaries to be borrowers under the revolving credit facility and the foreign credit instrument facility.

There are no foreign subsidiary borrowers as of the Third Amendment Effective Date.

All borrowings and other extensions of credit under the Credit Agreement are subject to the satisfaction of customary conditions, including absence of defaults and accuracy in material respects of representations and warranties.

The proceeds of the initial borrowings were used to repay indebtedness outstanding under the Existing Credit Agreement.

The interest rates applicable to loans in U.S.

Dollars under the Senior Credit Facilities are, at our option, equal to either (x) an alternate base rate (the highest of (a) the federal funds effective rate plus 0.50 %, (b) the prime rate of Bank of America, N.A., and (c) the one-month Term Secured Overnight Financing Rate (“SOFR”) plus 1.00 %) or (y) the Term SOFR rate for the applicable interest period, plus, in each case, an applicable margin percentage, which varies based on our Consolidated Leverage Ratio (defined in the Amended Credit Agreement generally as the ratio of consolidated total debt (excluding the face amount of undrawn letters of credit, bank undertakings or analogous instruments and net of unrestricted cash and cash equivalents) at the date of determination to Consolidated EBITDA for the four fiscal quarters ended most recently before such date).

The interest rates applicable to loans in other currencies under the Senior Credit Facilities are, at the applicable borrower's option, equal to either (x) an adjusted alternative currency daily rate or (y) an adjusted alternative currency term rate for the applicable interest period, plus, in each case, the applicable margin percentage.

The borrowers may elect interest periods of one , three or six months (and, if consented to by all relevant lenders, any other period not greater than twelve months) for term rate borrowings, subject in each case to availability in the applicable currency.

The applicable per annum fees and interest rate margins are as follows:

Consolidated Leverage Ratio Revolving Commitment Fee Financial Letter of Credit Fee Foreign Credit Instrument (FCI) Commitment Fee FCI Fee and Non-Financial Letter of Credit Fee Term SOFR Loans/Alternative Currency Loans ABR Loans

Less than 0.75 to 1.0

0.200 % 1.250 % 0.200 % 0.750 % 1.250 % 0.250 %

Greater than or equal to 0.75 to 1.0 but less than 2.00 to 1.0

0.225 % 1.375 % 0.225 % 0.800 % 1.375 % 0.375 %

Greater than or equal to 2.00 to 1.0 but less than 3.00 to 1.0

0.250 % 1.500 % 0.250 % 0.875 % 1.500 % 0.500 %

Greater than or equal to 3.00 to 1.0

0.275 % 1.750 % 0.275 % 1.000 % 1.750 % 0.750 %

The weighted-average interest rate of outstanding borrowings under our senior credit agreement was approximately 5.5 % at September 27, 2025.

The fees for bilateral foreign credit instruments are as specified above unless otherwise agreed with the bilateral foreign issuing lender.

The applicable borrower will also pay fronting fees on the outstanding amounts of financial and non-financial letters of credit at the rates of 0.125 % per annum and 0.25 % per annum, respectively.

The letters of credit under the revolving credit facility are stand-by letters of credit requested by SPX on behalf of any of our subsidiaries or certain joint ventures.

The foreign credit instrument facility is used to issue foreign credit instruments, including bank undertakings to support our operations.

The Senior Credit Facilities require mandatory prepayments in amounts equal to the net proceeds from the sale or other disposition of (including from any casualty to, or governmental taking of) property in excess of specified values (other than in the ordinary course of business and subject to other exceptions) by us.

Mandatory prepayments will be applied first to repay amounts outstanding under any term loans and then to amounts outstanding under the revolving credit facility (without reducing the commitments thereunder).

No prepayment is required generally to the extent the net proceeds are reinvested (or committed to be reinvested) in permitted acquisitions, permitted investments or assets to be used in our business within 365

days (and if committed to be reinvested, actually reinvested within 180 days after the end of such 365-day period) of the receipt of such proceeds.

We may voluntarily prepay loans under the Senior Credit Facilities, in whole or in part, without premium or penalty.

Any voluntary prepayment of loans will be subject to reimbursement of the lenders' breakage costs in the case of a prepayment of term rate borrowings other than on the last day of the relevant interest period.

The obligations under the Senior Credit Facilities (and certain specified hedging and treasury obligations) are guaranteed by:

• Each existing and subsequently acquired or organized domestic material subsidiary of SPX Technologies, Inc., with specified exceptions;

• SPX Technologies, Inc.

with respect to the obligations of foreign borrower subsidiaries under the revolving credit facility and the bilateral foreign credit instrument facility.

The obligations under the Senior Credit Facilities (and certain specified hedging and treasury obligations) are secured by a first priority pledge and security interest in 100 % of the capital stock of domestic subsidiaries (with certain exceptions) held by SPX Technologies, Inc.

or the domestic subsidiary guarantors and 65 % of the voting capital stock (and 100 % of the non-voting capital stock) of material first-tier foreign subsidiaries (with certain exceptions).

If we obtain a corporate credit rating from Moody’s and S&P and such corporate credit rating is less than “Ba2” (or not rated) by Moody’s and less than “BB” (or not rated) by S&P, then SPX Technologies, Inc., the borrowers and the domestic subsidiary guarantors are required to grant security interests, mortgages and other liens on substantially all of their assets.

If our corporate credit rating is “Baa3” or better by Moody’s or “BBB-” or better by S&P and no defaults would exist, then all collateral security will be released and the indebtedness under the Senior Credit Facilities will be unsecured.

The Amended Credit Agreement requires that we maintain:

• A Consolidated Interest Coverage Ratio (defined in the Amended Credit Agreement generally as the ratio of Consolidated EBITDA for the four fiscal quarters then ended to consolidated cash interest expense for such period) as of the last day of any fiscal quarter of at least 3.00 to 1.00;

• A Consolidated Leverage Ratio as of the last day of any fiscal quarter of not more than 3.75 to 1.00 (or 4.25 to 1.00 for the four fiscal quarters after certain permitted acquisitions).

The Amended Credit Agreement also contains covenants that, among other things, restrict our ability to incur additional indebtedness, grant liens, make investments, loans or guarantees, make restricted junior payments, including dividends, redemptions of capital stock, and voluntary prepayments or repurchase of subordinated indebtedness, engage in mergers, acquisitions or sales of assets, enter into sale and leaseback transactions, or engage in certain transactions with affiliates.

The Amended Credit Agreement contains customary representations, warranties, affirmative covenants and events of default.

At September 27, 2025, we had $ 1,489.0 of available borrowing capacity under our revolving credit facilities, after giving effect to borrowings under the domestic revolving loan facility of $ 0.0 and $ 11.0 reserved for outstanding letters of credit.

In addition, at September 27, 2025, we had $ 12.8 of available issuance capacity under our foreign credit instrument facilities after giving effect to $ 12.2 reserved for outstanding letters of credit.

At September 27, 2025, we were in compliance with all covenants of the Amended Credit Agreement.

During the third quarter of 2025, we capitalized $ 4.2 of debt issuance costs associated with the entry into the Third Amendment and recorded charges of $ 1.5 to “Loss on amendment/refinancing of senior credit agreement” related to the write-off of a portion of previously unamortized deferred financing costs totaling $ 1.0 and transaction costs of $ 0.5 .

Other Borrowings and Financing Activities

During the second quarter of 2025, we renewed our trade receivables financing agreement for the next 12 months, whereby we can borrow, on a continuous basis, up to $ 100.0 , as available.

During the second quarter of 2025, we renewed our trade receivables financing agreement for 12 months, whereby we can borrow, on a continuous basis, up to $ 100.0 , as available.

Company-owned Life Insurance

We have investments in company-owned life insurance (“COLI”) policies, which are recorded at their cash surrender value at each balance sheet date.

Changes in the cash surrender value during the period are recorded as a gain or loss within “Other income (expense), net” within our condensed consolidated statements of operations.

Changes in the cash surrender value during the period are recorded as a gain or loss within “Other expense, net” within our condensed consolidated statements of operations.

We have the ability to borrow against a portion of our investment in the COLI policies as an additional source of liquidity.

During the quarter ended June 29, 2024, the Company borrowed $ 41.2 against the cash surrender value of these COLI policies.

The amounts borrowed totaled $ 39.0 at June 28, 2025 and December 31, 2024 and incur interest at a rate of 5.3 %.

After such borrowings, minimal capacity to borrow against the policies remains.

The cash surrender value of our investments in COLI assets, net of the aforementioned

borrowing, was $ 36.2 at June 28, 2025 and December 31, 2024, respectively, recorded in “Other assets” on the condensed consolidated balance sheets.

During the first nine months of 2024, we borrowed $ 41.2 against the cash surrender value of these COLI policies.

During the nine months ended September 27, 2025, we repaid the outstanding borrowings totaling $ 37.4 , inclusive of accrued interest.

The amounts borrowed totaled $ 0.0 at September 27, 2025 and $ 39.0 at December 31, 2024, respectively, and incurred interest at a rate of 5.3 %.

At September 27, 2025, we had capacity to borrow approximately $ 35.0 against the policies.

The cash surrender value of our investments in COLI assets, net of any aforementioned borrowings, was $ 60.9 and $ 36.2 at September 27, 2025 and December 31, 2024, respectively, recorded in “Other assets” on the condensed consolidated balance sheets.

(13) DERIVATIVE FINANCIAL INSTRUMENTS

2 unchanged sentences

In September 2024, commensurate with an amendment to our senior credit agreement, we entered into additional interest rate swap agreements (“Additional Swaps”).

The Additional Swaps have a notional amount of $ 517.8 , cover the period from December 2024 to June 2026, and effectively convert this portion of the borrowings under our senior credit facilities to a fixed rate of 3.58 %, plus the applicable margin.

We have designated, and are accounting for, our Additional Swaps (and, prior to their maturity, accounted for the Initial Swaps) as cash flow hedges.

As of June 28, 2025 and December 31, 2024 , the unrealized gain, net of tax, recorded in accumulated other comprehensive income ( “ AOCI ”) was $ 1.3 and $ 2.6 , respectively.

In addition, the fair value of our interest rate swap agreements was $ 1.8 (with $ 1.5 recorded as a current asset and $ 0.3 as a non-current asset) and $ 3.4 (with $ 2.7 recorded as a current asset and $ 0.7 as a non-current asset) as of June 28, 2025 and December 31, 2024, respectively.

Changes in the fair value of our Swaps are reclassified into earnings, as a component of interest expense, when the forecasted transaction impacts earnings.

During the three months ended September 27, 2025, commensurate with the Third Amendment, we settled the Additional Swaps which resulted in a gain recorded to “Other expense, net” and cash received of $ 0.4 .

Prior to settlement, the Additional Swaps covered the period from December 2024 to June 2026, and effectively converted a portion of the borrowings under our senior credit facilities to a fixed rate of 3.58 %, plus the applicable margin.

We had designated, and accounted for, our Additional Swaps (and, prior to their maturity, accounted for the Initial Swaps) as cash flow hedges.

As of September 27, 2025 and December 31, 2024 , the unrealized (loss) gain, net of tax, recorded in accumulated other comprehensive income ( “ AOCI ”) was $ 0.0 and $ 2.6 , respectively.

In addition, the fair value of our interest rate swap agreements was $ 0.0 and $ 3.4 (with $ 2.7 recorded as a current asset and $ 0.7 as a non-current asset) as of September 27, 2025 and December 31, 2024, respectively.

Changes in the fair value of our Swaps were reclassified into earnings, as a component of interest expense, when the forecasted transaction impacted earnings.

Currency Forward Contracts

6 unchanged sentences

In addition, if the forecasted transaction is no longer probable, the cumulative change in the derivatives’ fair value is recorded into earnings in the period in which the transaction is no longer considered probable of occurring.

We had FX forward contracts with an aggregate notional amount of $ 31.1 and $ 22.9 outstanding as of June 28, 2025 and December 31, 2024, respectively, with all of the $ 31.1 scheduled to mature within one year.

There were no unrealized gains/losses recorded in AOCI related to FX forward contracts designated as cash flow hedges as of June 28, 2025 and December 31, 2024.

The fair value of our FX forward contracts was less than $ 0.1 at June 28, 2025 and December 31, 2024.

We had FX forward contracts with an aggregate notional amount of $ 31.1 and $ 22.9 outstanding as of September 27, 2025 and December 31, 2024, respectively, with all of the $ 31.1 scheduled to mature within one year.

There were no unrealized gains/losses recorded in AOCI related to FX forward contracts designated as cash flow hedges as of September 27, 2025 and December 31, 2024.

The fair value of our FX forward contracts was less than $ 0.1 at September 27, 2025 and December 31, 2024.

In addition to the above, we entered FX forward contracts associated with the Settlement Agreement, to mitigate our exposure to fluctuations in the South African Rand, with a notional amount of South African Rand 480.9 (or $ 24.9 at the time of execution).

We designated and accounted for these FX forward contracts as fair value hedges.

These FX forward contracts matured during the third quarter of 2024 commensurate with the final payment under the Settlement Agreement.

These FX forward contracts matured during the quarter ended September 28, 2024 commensurate with the final payment under the Settlement Agreement, resulting in cash received of $ 2.0 presented within “Net cash used in discontinued operations” within the condensed consolidated statement of cash flows for the nine months ended September 28, 2024.

Refer to Note 3 for additional details.

2 unchanged sentences

The following table sets forth the number of weighted-average shares outstanding used in the computation of basic and diluted income per share:

Three months ended Six months ended

2025 June 29,

2024 June 28,

2025 June 29,

Three months ended Nine months ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Weighted-average number of common shares used in basic income per share 48.170 46.305 47.120 46.127

Dilutive securities — Employee stock options and restricted stock units 0.680 0.912 0.669 0.863

Dilutive securities — Employee stock options, performance stock units and restricted stock units 0.749 0.960 0.674 0.876

Weighted-average number of common shares and dilutive securities used in diluted income per share 48.919 47.265 47.794 47.003

The weighted-average number of restricted stock units and stock options excluded from the computation of diluted income per share because the assumed proceeds for these instruments exceed the average market value of the underlying common stock for the related period were 0.151 and 0.265 , r espectively, for the three mon ths ended June 28, 2025, and 0.133 and 0.251 , respectively, for the six months ended June 28, 2025.

The weighted-average number of restricted stock units and stock options excluded from the computation of diluted income per share because the assumed proceeds for these instruments exceed the average market value of the underlying common stock for the related period were 0.155 and 0.283 , respectively, for the three months ended June 29, 2024, and 0.137 and 0.305 , respectively, for the six months ende d June 29, 2024 .

The weighted-average number of restricted stock units, performance stock units and stock options excluded from the computation of diluted income per share because the assumed proceeds for these instruments exceed the average market value of the underlying common stock for the related period were 0.106 and 0.208 , r espectively, for the three mon ths ended September 27, 2025, and 0.121 and 0.243 , respectively, for the nine months ended September 27, 2025.

The weighted-average number of restricted stock units, performance stock units and stock options excluded from the computation of diluted income per share because the assumed proceeds for these instruments exceed the average market value of the underlying common stock for the related period were 0.126 and 0.248 , respectively, for the three months ended September 28, 2024, and 0.134 and 0.290 , respectively, for the nine months ende d September 28, 2024 .

Long-Term Incentive Compensation

5 unchanged sentences

Effective May 13, 2025, we granted 0.007 RSU’s to our non-employee directors, which vest in their entirety immediately prior to the annual meeting of stockholders in May 2026.

C ompensation expense within income from continuing operations related to long-term incentive awards totaled $ 3.9 and $ 3.7 for the three months ended June 28, 2025 and June 29, 2024 , respectively, an d $ 7.6 an d $ 7.0 for the six months ended June 28, 2025 and June 29, 2024 , respectively.

The related tax benefit w as $ 0.7 and $ 0.6 for the three months ended June 28, 2025 and June 29, 2024, respectively, and $ 1.3 and $ 1.2 for the six months e nded June 28, 2025 and June 29, 2024 , respectively.

C ompensation expense within income from continuing operations related to long-term incentive awards totaled $ 4.2 and $ 4.0 for the three months ended September 27, 2025 and September 28, 2024 , respectively, an d $ 11.8 an d $ 11.0 for the nine months ended September 27, 2025 and September 28, 2024 , respectively.

The related tax benefit w as $ 0.7 for the three months ended September 27, 2025 and September 28, 2024 and $ 2.0 and $ 1.9 for the nine months e nded September 27, 2025 and September 28, 2024 , respectively.

Repurchases of Common Stock

On May 13, 2025, our Board of Directors authorized management, in its sole discretion, to repurchase, in any fiscal year, up to $ 100.0 of our common stock, subject to maintaining compliance with all covenants of our senior credit agreement.

No share repurchases were effected pursuant to this and prior authorizations during the three and six months ended June 28, 2025.

No share repurchases were effected pursuant to this and prior authorizations during the three and nine months ended September 27, 2025.

Registered Direct Offering

On August 12, 2025, the Company entered into an underwritten public offering with certain investors, pursuant to which the Company agreed to issue and sell in a registered direct offering to such investors 3.059 shares (the “Shares”) of the Company's common stock (the “Common Stock”), at a purchase price of $ 188.0 per share of common stock (the “Offering”).

The Offering was made pursuant to the shelf registration statement on Form S-3 (Registration No.

333-289489) and a related prospectus supplement and accompanying prospectus filed with the Securities and Exchange Commission.

The gross proceeds to the Company from the Offering, before deducting underwriting discounts, commissions and offering expenses payable by the Company, were approximately $ 575.0 .

After deducting underwriting discounts, commissions, and offering expenses payable by the Company of $ 23.9 , net proceeds recorded during the three and nine months ended September 27, 2025 were $ 551.1 .

The underwriting agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.

The representations, warranties and covenants contained in the underwriting agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

Accumulated Other Comprehensive Income

The changes in the components of AOCI, net of tax, for the three months ended June 28, 2025 were as follows:

The changes in the components of AOCI, net of tax, for the three months ended September 27, 2025 were as follows:

Adjustment Net Unrealized Gains

4 unchanged sentences

Balance at beginning of period $ 261.5 $ 1.3 $ 1.0 $ 263.8

Other comprehensive income before reclassifications 31.4 0.1 — 31.5

Other comprehensive loss before reclassifications ( 4.7 ) ( 0.3 ) — ( 5.0 )

Amounts reclassified from accumulated other comprehensive income — ( 1.0 ) ( 0.6 ) ( 1.6 )

Current-period other comprehensive income (loss) 31.4 ( 0.5 ) ( 0.5 ) 30.4

Current-period other comprehensive loss ( 4.7 ) ( 1.3 ) ( 0.6 ) ( 6.6 )

Balance at end of period $ 256.8 $ — $ 0.4 $ 257.2

__________________________

(1) Net of tax provision o f $ 0.5 and $ 0.4 as of June 28, 2025 and March 29, 2025, respectively.

(2) Net of tax provision of $ 0.5 and $ 0.8 as of June 28, 2025 and March 29, 2025, respectively.

The balances as of June 28, 2025 and March 29, 2025 include unamortized prior service credits.

The changes in the components of AOCI, net of tax, for the six months ended June 28, 2025 were as follows:

(1) Net of tax provision o f $ 0.0 and $ 0.5 as of September 27, 2025 and June 28, 2025, respectively.

(2) Net of tax provision of $ 0.3 and $ 0.5 as of September 27, 2025 and June 28, 2025, respectively.

The balances as of September 27, 2025 and June 28, 2025 include unamortized prior service credits.

The changes in the components of AOCI, net of tax, for the nine months ended September 27, 2025 were as follows:

Adjustment Net Unrealized Gains

4 unchanged sentences

Balance at beginning of period $ 218.9 $ 2.6 $ 2.1 $ 223.6

Other comprehensive income before reclassifications 42.6 — — 42.6

Other comprehensive income (loss) before reclassifications 37.9 ( 0.3 ) — 37.6

Amounts reclassified from accumulated other comprehensive income — ( 2.3 ) ( 1.7 ) ( 4.0 )

2 unchanged sentences

__________________________

(1) Net of tax provision of $ 0.5 a nd $ 0.7 as of June 28, 2025 and December 31, 2024, respectively.

(2) Net of tax provision of $ 0.5 and $ 1.0 as of June 28, 2025 and December 31, 2024, respectively.

The balances as of June 28, 2025 and December 31, 2024 include unamortized prior service credits.

The changes in the components of AOCI, net of tax, for the three months ended June 29, 2024 were as follows:

Adjustment Net Unrealized Gains

(1) Net of tax provision of $ 0.0 a nd $ 0.7 as of September 27, 2025 and December 31, 2024, respectively.

(2) Net of tax provision of $ 0.3 and $ 1.0 as of September 27, 2025 and December 31, 2024, respectively.

The balances as of September 27, 2025 and December 31, 2024 include unamortized prior service credits.

The changes in the components of AOCI, net of tax, for the three months ended September 28, 2024 were as follows:

Adjustment Net Unrealized Gains (Losses)

on Qualifying Cash

5 unchanged sentences

Amounts reclassified from accumulated other comprehensive income — ( 1.7 ) ( 0.6 ) ( 2.3 )

Current-period other comprehensive loss ( 3.9 ) ( 1.5 ) ( 0.6 ) ( 6.0 )

Current-period other comprehensive income (loss) 19.3 ( 3.2 ) ( 0.6 ) 15.5

Balance at end of period $ 258.1 $ ( 0.3 ) $ 2.6 $ 260.4

__________________________

(1) Net of tax provision of $ 0.8 and $ 1.4 as of June 29, 2024 and March 30, 2024, respectively.

(2) Net of tax provision of $ 1.4 and $ 1.6 as of June 29, 2024 and March 30, 2024, respectively.

The balances as of June 29, 2024 and March 30, 2024 include unamortized prior service credits.

The changes in the components of AOCI, net of tax, for the six months ended June 29, 2024 were as follows:

Adjustment Net Unrealized Gains

(1) Net of tax provision (benefit) of $( 0.3 ) and $ 0.8 as of September 28, 2024 and June 29, 2024, respectively.

(2) Net of tax provision of $ 1.2 and $ 1.4 as of September 28, 2024 and June 29, 2024, respectively.

The balances as of September 28, 2024 and June 29, 2024 include unamortized prior service credits.

The changes in the components of AOCI, net of tax, for the nine months ended September 28, 2024 were as follows:

Adjustment Net Unrealized Gains (Losses)

on Qualifying Cash

5 unchanged sentences

Amounts reclassified from accumulated other comprehensive income — ( 5.2 ) ( 1.8 ) ( 7.0 )

Current-period other comprehensive loss ( 12.2 ) ( 2.8 ) ( 1.2 ) ( 16.2 )

Current-period other comprehensive income (loss) 7.1 ( 6.0 ) ( 1.8 ) ( 0.7 )

Balance at end of period $ 258.1 $ ( 0.3 ) $ 2.6 $ 260.4

__________________________

(1) Net of tax provision of $ 0.8 and $ 1.8 as of June 29, 2024 and December 31, 2023, respectively.

(2) Net of tax provision of $ 1.4 and $ 1.8 as of June 29, 2024 and December 31, 2023, respectively.

The balances as of June 29, 2024 and December 31, 2023 include unamortized prior service credits.

The following summarizes amounts reclassified from each component of AOCI for the three months ended June 28, 2025 and June 29, 2024:

(1) Net of tax provision (benefit) of $( 0.3 ) and $ 1.8 as of September 28, 2024 and December 31, 2023, respectively.

(2) Net of tax provision of $ 1.2 and $ 1.8 as of September 28, 2024 and December 31, 2023, respectively.

The balances as of September 28, 2024 and December 31, 2023 include unamortized prior service credits.

The following summarizes amounts reclassified from each component of AOCI for the three months ended September 27, 2025 and September 28, 2024:

Amount Reclassified from AOCI

Three months ended

June 28, 2025 June 29, 2024 Affected Line Item in the Condensed

September 27, 2025 September 28, 2024 Affected Line Item in the Condensed

Consolidated Statements of Operations

5 unchanged sentences

Gains on pension and postretirement items:

Amortization of unrecognized prior service credits - Pre-tax $ ( 0.8 ) $ ( 0.8 ) Other income (expense), net

Amortization of unrecognized prior service credits - Pre-tax $ ( 0.8 ) $ ( 0.8 ) Other expense, net

Income taxes 0.2 0.2

$ ( 0.6 ) $ ( 0.6 )

The following summarizes amounts reclassified from each component of AOCI for the six months ended June 28, 2025 and June 29, 2024:

The following summarizes amounts reclassified from each component of AOCI for the nine months ended September 27, 2025 and September 28, 2024:

Amount Reclassified from AOCI

Six months ended

June 28, 2025 June 29, 2024 Affected Line Item in the Condensed

Nine months ended

September 27, 2025 September 28, 2024 Affected Line Item in the Condensed

Consolidated Statements of Operations

5 unchanged sentences

Gains on pension and postretirement items:

Amortization of unrecognized prior service credits - Pre-tax $ ( 1.6 ) $ ( 1.6 ) Other income (expense), net

Amortization of unrecognized prior service credits - Pre-tax $ ( 2.4 ) $ ( 2.4 ) Other expense, net

Income taxes 0.7 0.6

6 unchanged sentences

Also, while we believe we are entitled to indemnification from third parties for some of these claims, these rights may be insufficient or unavailable to protect us against potential loss exposures.

Our recorded liab ilities related to these matters, primarily associated with environmental remediation matters, totaled $ 39.4 and $ 39.9 at June 28, 2025 and December 31, 2024, respectively.

Of these amounts, $ 31.9 and $ 32.0 are included in “Other long-term liabilities” within our condensed consolidated balance sheets at June 28, 2025 and December 31, 2024 , respectively, with the remainder included in “Accrued expenses.” The liabilities we record for these matters are based on a number of assumptions, including historical claims and payment experience.

Our recorded liab ilities related to these matters, primarily associated with environmental remediation matters, totaled $ 42.2 and $ 39.9 at September 27, 2025 and December 31, 2024, respectively.

Of these amounts, $ 34.7 and $ 32.0 are included in “Other long-term liabilities” within our condensed consolidated balance sheets at September 27, 2025 and December 31, 2024 , respectively, with the remainder included in “Accrued expenses.” The liabilities we record for these matters are based on a number of assumptions, including historical claims and payment experience.

While we base our assumptions on facts currently known to us, they entail inherently subjective judgments and uncertainties.

3 unchanged sentences

On February 5, 2021, DBT received payment of $ 6.7 on bonds issued in support of performance by one of DBT’s subcontractors that is currently in liquidation.

The subcontractor maintain rights to seek recovery of such amount and, thus, the amount received by DBT has not been reflected in our condensed consolidated statements of operations.

The subcontractor maintains rights to seek recovery of such amount and, thus, the amount received by DBT has not been reflected in our condensed consolidated statements of operations.

Claim for Contingent Consideration Related to ULC Acquisition

2 unchanged sentences

On May 20, 2024, we entered into a settlement agreement with the seller of ULC to resolve a lawsuit it commenced in August 2022 seeking contingent consideration of $ 15.0 , prejudgment interest on that amount, and attorney's fees.

The settlement agreement required a payment by us to the seller of ULC of $ 8.4 , which was paid during the second quarter of 2024, with a corresponding charge recorded within “Other operating expense, net” within the condensed consolidated statement of operations for the three and six months ended June 29, 2024.

The settlement agreement required a payment by us to the seller of ULC of $ 8.4 , which was paid during the second quarter of 2024,

with a corresponding charge recorded within “Other operating expense, net” within the condensed consolidated statement of operations for the nine months ended September 28, 2024.

We expect this payment to be tax deductible in future periods.

9 unchanged sentences

It is our policy to comply fully with all applicable requirements.

As part of our effort to comply, we

have a comprehensive environmental compliance program that includes environmental audits conducted by internal and external independent professionals, as well as regular communications with our operating units regarding environmental compliance requirements and anticipated regulations.

As part of our effort to comply, we have a comprehensive environmental compliance program that includes environmental audits conducted by internal and external independent professionals, as well as regular communications with our operating units regarding environmental compliance requirements and anticipated regulations.

Based on current information, we believe that our operations are in substantial compliance with applicable environmental laws and regulations, and we are not aware of any violations that could have a material effect, individually or in the aggregate, on our business, financial condition, and results of operations or cash flows.

We had liabilities for site investigation and/or remediation at 16 sites that we own or control, as of June 28, 2025 and December 31, 2024.

We had liabilities for site investigation and/or remediation at 16 sites that we own or control, as of September 27, 2025 and December 31, 2024.

Our environmental accruals cover anticipated costs, including investigation, remediation, and maintenance of clean-up sites.

4 unchanged sentences

We take into account third-party indemnification from financially viable parties in determining our accruals where there is no dispute regarding the right to indemnification.

In the case of contamination at offsite, third-party disposal sites, as of June 28, 2025 and December 31, 2024, we have been notified that we are potentially responsible and have received other notices of potential liability pursuant to various environmental laws at 9 sites, at which the liability has not been settled, and all of which have been active in the past few years.

In the case of contamination at offsite, third-party disposal sites, as of September 27, 2025 and December 31, 2024, we have been notified that we are potentially responsible and have received other notices of potential liability pursuant to various environmental laws at 9 sites, at which the liability has not been settled, and all of which have been active in the past few years.

These laws may impose liability on certain persons that are considered jointly and severally liable for the costs of investigation and remediation of hazardous substances present at these sites, regardless of fault or legality of the original disposal.

6 unchanged sentences

We record a liability when it is both probable and the amount can be reasonably estimated.

In our opinion, after considering accruals established for such purposes of $ 27.1 and $ 27.4 at June 28, 2025 and December 31, 2024, respectively, the cost of remedial actions for compliance with the present laws and regulations governing the protection of the environment are not expected to have a material impact, individually or in the aggregate, on our financial position, results of operations or cash flows.

That said, we cannot provide assurance that new matters, developments, laws and regulations, or stricter interpretations of existing laws and regulations will not materially affect our business or operations in the future.

In our opinion, after considering accruals established for such purposes of $ 29.7 and $ 27.4 at September 27, 2025 and December 31, 2024, respectively, the cost of remedial actions for compliance with the present laws and regulations governing the protection of the environment are not expected to have a material impact, individually or in the aggregate, on our financial position, results of operations or cash flows.

That said, we cannot provide assurance that new matters, developments, laws and

regulations, or stricter interpretations of existing laws and regulations will not materially affect our business or operations in the future.

Self-Insured Risk Management Matters

5 unchanged sentences

Uncertain Tax Benefits

As of June 28, 2025 , we had gross and net unrecognized tax ben efits of $ 3.9 (net unrecognized tax benefits of $ 3.8 ).

As of September 27, 2025 , we had gross and net unrecognized tax ben efits of $ 4.6 (net unrecognized tax benefits of $ 3.8 ).

All of these net unrecognized tax benefits would impact our effective tax rate from continuing operations if recognized.

We classify interest and penalties related to unrecognized tax benefits as a component of our income tax provision.

As of June 28, 2025, gross accrued interest totaled $ 1.6 (net accrued interest of $ 1.5 ).

As of June 28, 2025, we had no accrual for penalties included in our unrecognized tax benefits.

As of September 27, 2025, gross accrued interest totaled $ 1.7 (net accrued interest of $ 1.6 ).

As of September 27, 2025, we had no accrual for penalties included in our unrecognized tax benefits.

Based on the outcome of certain examinations or as a result of the expiration of statutes of limitations for certain jurisdictions, we believe that within the next 12 months it is reasonably possible that our previously unrecognized tax benefits could decrease by up to $ 2.0 .

2 unchanged sentences

On July 4, 2025, new legislation commonly referred to as the One Big Beautiful Bill Act (“the Act”) was signed into law in the United States and contains a broad range of tax provisions affecting businesses.

We are evaluating the full impact of the Act on our estimated annual effective tax rate and balance sheet positions, but we do not expect the legislation to have a material impact on our statements of operations.

As the Act was signed into law after June 28, 2025, no impacts are included in our condensed consolidated balance sheet at June 28, 2025, statement of operations for the three and six months ended June 28, 2025, or statement of cash flows for the six months ended June 28, 2025.

The Act has several provisions which have, and will continue to, reduce our taxes paid in 2025.

We have included the impact of the Act in our condensed consolidated balance sheet at September 27, 2025.

We do not expect the legislation to have a material impact on our results of operations.

In December 2021, the OECD issued model rules for a new global minimum tax framework (“Pillar Two”), and various governments around the world have issued, or are in the process of issuing, legislation to implement these rules.

We are within the scope of the OECD Pillar Two model rules and continue to assess the impact thereof.

As of June 28, 2025, and December 31, 2024, we had $ 2.3 and $ 1.8 , respectively, accrued related to these taxes.

As of September 27, 2025, and December 31, 2024, we had $ 3.1 and $ 1.8 , respectively, accrued related to these taxes.

Other Tax Matters

For the three months ended June 28, 2025, we recorded an income tax provision of $ 17.4 on $ 69.9 of pre-tax income from continuing operations, resulting in an effective rate of 24.9 %.

This compares to an income tax provision for the three months ended June 29, 2024 of $ 15.2 on $ 60.4 of pre-tax income from continuing operations, resulting in an effective rate of 25.2 %.

The most significant item impacting the income tax provision for the second quarters of 2025 and 2024 was $ 0.8 and $ 0.5 of tax provision, respectively, related to revisions to liabilities for uncertain tax positions.

For the six months ended June 28, 2025, we recorded an income tax provision of $ 23.6 on $ 127.8 of pre-tax income from continuing operations, resulting in an effective rate of 18.5 %.

This compares to an income tax provision for the six months ended June 29, 2024 of $ 17.1 on $ 111.5 of pre-tax income from continuing operations, resulting in an effective rate of 15.3 %.

The most significant items impacting the income tax provision during the first half of 2025 and 2024 were (i) $ 8.8 and $ 11.1 , respectively, of excess tax benefits resulting from stock-based compensation awards that vested and/or were exercised during the periods and (ii) $ 0.8 and $ 0.5 of tax provision, respectively, related to revisions to liabilities for uncertain tax positions.

For the three months ended September 27, 2025, we recorded an income tax provision of $ 18.4 on $ 81.5 of pre-tax income from continuing operations, resulting in an effective rate of 22.6 %.

This compares to an income tax provision for the three months ended September 28, 2024 of $ 15.1 on $ 66.0 of pre-tax income from continuing operations, resulting in an effective rate of 22.9 %.

The most significant item impacting the income tax provision for the third quarters of 2025 and 2024 was $ 2.3 and $ 0.7 , respectively, of tax benefits resulting from increased federal tax credits.

For the nine months ended September 27, 2025, we recorded an income tax provision of $ 42.0 on $ 209.3 of pre-tax income from continuing operations, resulting in an effective rate of 20.1 %.

This compares to an income tax provision for the nine months ended September 28, 2024 of $ 32.2 on $ 177.5 of pre-tax income from continuing operations, resulting in an effective rate of 18.1 %.

The most significant items impacting the income tax provision during the first nine months of 2025 and 2024 were (i) $ 9.4 and $ 10.8 , respectively, of excess tax benefits resulting from stock-based compensation awards that vested and/or were exercised during the periods, (ii) $ 2.3 and $ 0.7 , respectively, of tax benefits resulting from increased federal tax credits, and (iii) $ 0.8 and $ 0.5 of tax provision, respectively, related to revisions to liabilities for uncertain tax positions.

We perform reviews of our income tax positions on a continuous basis and accrue for potential uncertain positions when we determine that an uncertain position meets the criteria of the Income Taxes Topic of the Codification.

24 unchanged sentences

There were no transfers between the three levels of the fair value hierarchy for the periods pres ented.

The following table presents our fair value hierarchy of our financial assets measured at fair value on a recurring basis as of June 28, 2025:

June 28, 2025

The following table presents our fair value hierarchy of our financial assets measured at fair value on a recurring basis as of September 27, 2025:

September 27, 2025

Level 1 Level 2 Level 3 Total

15 unchanged sentences

We primarily use the income approach, which uses valuation techniques to convert future amounts to a single present amount.

As of June 28, 2025, there has been no significant impact to the fair value of our derivative liabilities due to our own credit risk, as the related instruments are collateralized under our senior credit facilities.

Similarly, there has been no significant impact to the fair value of our derivative assets based on our evaluation of our counterparties’ credit risks.

As of September 27, 2025, there has been no significant impact to the fair value of our derivative assets based on our evaluation of our counterparties’ credit risks.

Equity Security — We estimate the fair value of an equity security that we hold utilizing a practical expedient under existing guidance, with such estimated fair value based on our ownership percentage applied to the net asset value as provided quarterly by the investee.

1 unchanged sentence

During the first quarter, the net asset value is updated based on the investee’s most recent audited financial statements.

Duri ng the three and six months ended June 28, 2025 and June 29, 2024, we recorded a gains (losses) of $ 0.0 and $ 4.5 , and $ 0.0 and $( 4.2 ), respectively, to “Other income (expense), net” to reflect the change in the estimated fair value of the equity security.

Duri ng the three and nine months ended September 27, 2025 and September 28, 2024, we recorded gains (losses) of $ 0.0 and $ 4.5 , and $ 0.0 and $( 4.2 ), respectively, to “Other expense, net” to reflect the change in the estimated fair value of the equity security.

We are restricted from transferring this investment without approval of the manager of the investee.

The following table provides a reconciliation of activity for the equity security for the six months ended June 28, 2025:

The following table provides a reconciliation of activity for the equity security for the nine months ended September 27, 2025:

Balance at beginning of period $ 35.2

1 unchanged sentence

Balance at end of period $ 39.7

Indebtedness and Other — The estimated fair value of our debt instruments as of June 28, 2025 and December 31, 2024 approximated the related carrying values due primarily to the variable market-based interest rates for such instruments.

Indebtedness and Other — The estimated fair value of our debt instruments as of September 27, 2025 and December 31, 2024 approximated the related carrying values due primarily to the variable market-based interest rates for such instruments.

Se e Note 12 f or further details.

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