What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-10-31 compared with 2025-08-01 · 132 added, 107 removed, 202 unchanged (54% of the section changed)

22 unchanged sentences

uncertainties with respect to our ability to identify acceptable acquisition targets;

uncertainties surrounding timing and successful completion of acquisition or disposition transactions, including with respect to integrating acquisitions and achieving cost savings, synergistic sales or other benefits from acquisitions, including from the acquisition of Sigma & Omega;

the impact of retained liabilities of disposed businesses;

22 unchanged sentences

POTENTIAL IMPACTS OF GEOPOLITICAL CONFLICTS

Ongoing geopolitical conflicts, and governmental actions implemented in response to these conflicts, did not have a significant adverse impact on our operating results during the three and six months ended June 28, 2025 and June 29, 2024.

We are monitoring the availability of certain raw materials that are supplied by businesses in the countries impacted by these conflicts.

However, at this time, we do not expect the potential impact to be material to our operating results.

These conflicts have created additional demand for certain products within our communication technologies business.

However, at this time, we do not expect the potential adverse impact to be material to our operating results.

These conflicts have created significant additional demand for certain products within our communication technologies business.

The longer-term impact of these global events on our business is currently unknown due to the uncertainty around their duration and broader impact.

5 unchanged sentences

◦ Kranze Technology Solutions, Inc.

▪ Acquired on January 27, 2025 for 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 upon the final settlement of working capital and cash as of the date of acquisition.

▪ Acquired on January 27, 2025 for 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.

▪ Post-acquisition operating results of KTS are included within our Detection and Measurement reportable segment.

5 unchanged sentences

▪ See Note 3 to our condensed consolidated financial statements for additional details.

• Financing Activities

◦ On September 9, 2025, we amended and restated our senior credit agreement (as amended, the “ Credit Agreement ” ) .

▪ The amendment provides for committed senior secured financing in the aggregate amount of $2,025.0, including a multicurrency revolving credit facility in an aggregate principal amount up to the equivalent of $1,500.0, and makes certain conforming changes and other amendments to the Credit Agreement.

▪ We expect to utilize the credit capacity to finance, in part, permitted acquisitions, to pay related fees, costs and expenses and for other lawful corporate purposes.

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

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

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 then-outstanding borrowings totaling $37.4, inclusive of accrued interest.

◦ See Note 12 to our condensed consolidated financial statements for additional details.

• 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 of the Company's common stock, at a purchase price of $188.0 per share (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 net proceeds to the Company from the Offering, after deducting underwriting discounts, commissions, and offering expenses payable by the Company of $23.9, were $551.1.

• Changes in Estimated Fair Value of an Equity Security

◦ We recorded no adjustments to the fair value during the three months ended June 28, 2025 and June 29, 2024.

We recorded gains (losses) of $4.5 and $(4.2) during the six months ended June 28, 2025 and June 29, 2024, respectively.

◦ We recorded no adjustments to the fair value during the three months ended September 27, 2025 and September 28, 2024.

We recorded gains (losses) of $4.5 and $(4.2) during the nine months ended September 27, 2025 and September 28, 2024, respectively.

◦ See Note 17 to our condensed consolidated financial statements for additional details.

1 unchanged sentence

◦ 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.

• Resolution of Dispute with Seller of ULC Robotics (“ULC”)

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 our condensed consolidated statements of operations for the three and six months ended June 29, 2024.

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

• Resolution of Claims with Prime Contractor of South Africa Power Projects

◦ On September 5, 2023, SPX Technologies and our DBT Technologies (PTY) LTD (“DBT”) business entered into an agreement with MHI to affect the negotiated resolution of all claims between the parties with respect to DBT’s involvement in two large power projects in South Africa - Kusile and Medupi (the “Settlement Agreement”).

◦ In connection with the Settlement Agreement, DBT made a payment of $25.1 (net of $2.0 received on a related foreign currency forward agreement) to MHI during the third quarter of 2024 in connection with the Settlement Agreement.

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

◦ See Note 3 to our condensed consolidated financial statements for additional details.

OVERVIEW OF OPERATING RESULTS

Revenues for the three months ended June 28, 2025 totaled $552.4, compared to $501.3 during the respective period in 2024.

The increase in revenues, compared to the respective period in 2024, was due primarily to (i) inorganic revenue growth resulting from the KTS acquisition within the Detection and Measurement reportable segment and the Sigma & Omega acquisition within the HVAC reportable segment, and (ii) organic revenue growth within the Detection and Measurement reportable segment and, to a lesser extent, the HVAC reportable segment.

Revenues for the six months ended June 28, 2025 totaled $1,035.0, compared to $966.5 during the respective period in 2024.

The increase in revenues, compared to the respective period in 2024, was due primarily to (i) inorganic revenue growth resulting from the Ingénia and Sigma & Omega acquisitions within the HVAC reportable segment and the KTS acquisition within the Detection and Measurement reportable segment and (ii) organic revenue growth within the HVAC reportable segment, partially offset by an organic revenue decline within the Detection and Measurement reportable segment.

During the three and six months ended June 28, 2025, we generated operating income of $86.6 and $153.2, respectively, compared to $74.6 and $139.2 for the respective periods in 2024.

Revenues for the three months ended September 27, 2025 totaled $592.8, compared to $483.7 during the respective period in 2024.

The increase in revenues, compared to the respective period in 2024, was due primarily to (i) organic revenue growth within the Detection and Measurement and the HVAC reportable segments, and (ii) inorganic revenue growth resulting from the Sigma & Omega acquisition within the HVAC reportable segment and the KTS acquisition within the Detection and Measurement reportable segment.

Revenues for the nine months ended September 27, 2025 totaled $1,627.8, compared to $1,450.2 during the respective period in 2024.

During the three and nine months ended September 27, 2025, we generated operating income of $97.1 and $250.3, respectively, compared to $78.9 and $218.1 for the respective periods in 2024.

RESULTS OF CONTINUING OPERATIONS

15 unchanged sentences

We believe we compete effectively on the basis of each of these factors.

The following table provides selected financial information for the three and six months ended June 28, 2025 and June 29, 2024:

Three months ended Six months ended

2025 June 29,

2024 % Change June 28,

2025 June 29,

The following table provides selected financial information for the three and nine months ended September 27, 2025 and September 28, 2024:

Three months ended Nine months ended

September 27,

2025 September 28,

2024 % Change September 27,

2025 September 28,

2024 % Change

7 unchanged sentences

Other operating expense, net — — * 0.5 8.4 *

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, net (10.9) (11.5) (5.2) (36.9) (33.5) 10.1

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

Income from continuing operations before income taxes 81.5 66.0 23.5 209.3 177.5 17.9

8 unchanged sentences

* Not meaningful for comparison purposes.

Revenues — The increase in revenues for the three months ended June 28, 2025, compared to the respective period in 2024, was due primarily to (i) inorganic revenue growth resulting from the KTS acquisition within the Detection and Measurement reportable segment and the Sigma & Omega acquisition within the HVAC reportable segment, and (ii) organic revenue growth within the Detection and Measurement reportable segment and, to a lesser extent, the HVAC reportable segment.

The increase in revenues for the six months ended June 28, 2025, compared to the respective period in 2024, was due primarily to (i) inorganic revenue growth resulting from the Ingénia and Sigma & Omega acquisitions within the HVAC reportable segment and the KTS acquisition within the Detection and Measurement reportable segment, and (ii) organic revenue growth within the HVAC reportable segment, partially offset by an organic revenue decline within the Detection and Measurement reportable segment.

Revenues — The increase in revenues for the three months ended September 27, 2025, compared to the respective period in 2024, was due primarily to (i) organic revenue growth within the Detection and Measurement and the HVAC reportable segments and (ii) inorganic revenue growth resulting from the Sigma & Omega acquisition within the HVAC reportable segment and the KTS acquisition within the Detection and Measurement reportable segment.

The increase in revenues for the nine months ended September 27, 2025, compared to the respective period in 2024, was due primarily to (i) inorganic revenue growth resulting from the Ingénia and Sigma & Omega acquisitions within the HVAC reportable segment and the KTS acquisition within the Detection and Measurement reportable segment and (ii) organic revenue growth within the HVAC and Detection and Measurement reportable segments.

See “Results of Reportable Segments” for additional details.

Gross Profit — For the three and six months ended June 28, 2025, the increase in gross profit and gross profit as a percentage of revenues, compared to the respective periods in 2024, was due primarily to (i) the revenue growth mentioned above, and (ii) favorable project execution and more accretive mix, primarily within our HVAC reportable segment.

Selling, General and Administrative (“SG&A”) Expense — For the three months ended June 28, 2025, the increase in SG&A expense, compared to the respective period in 2024, was due primarily to (i) higher acquisition and integration-related costs of $5.7, (ii) incremental SG&A resulting from the acquisitions of KTS and Sigma & Omega of $2.6, (iii) increases in personnel costs due to annual merit increases and growth-related headcount additions, and (iv) higher costs relating to lease renewals.

For the six months ended June 28, 2025, the increase in SG&A expense, compared to the respective period in 2024, was due primarily to (i) higher acquisition and integration-related costs of $9.9, (ii) incremental SG&A resulting from the acquisitions of Ingénia, KTS and Sigma & Omega of $4.1, (iii) increases in personnel costs due to annual merit increases and growth-related headcount additions, and (iv) higher costs relating to lease renewals.

Intangible Amortiz ation — For the three an d six months ended June 28, 2025, the increase in intangible asset amortization, compared to the respective periods in 2024, was p rimarily related to incremental amortization associated with (i) backlog from the KTS and Sigma & Omega acquisitions and (ii) other intangible assets associated with the acquisitions of Ingénia, KTS and Sigma & Omega.

Special Charges, net — Special charges, net, for the six months ended June 28, 2025 and the three and six months ended June 29, 2024 related primarily to recording, and subsequent adjustments of, severance costs associated with restructuring actions at businesses within our HVAC and Detection and Measurement reportable segments.

Gross Profit — For the three months ended September 27, 2025, the increase in gross profit, compared to the respective period in 2024, was due primarily to the revenue growth mentioned above.

The slight decrease in gross profit as a percentage of revenue was primarily due to a less favorable project mix within our Detection and Measurement reportable segment, partially offset by operating leverage on the revenue growth mentioned above.

For the nine months ended September 27, 2025, the increase in gross profit and gross profit as a percentage of revenues, compared to the respective period in 2024, was due primarily to (i) the revenue growth mentioned above and associated operating leverage, and (ii) favorable project execution and more accretive mix within our HVAC reportable segment.

Selling, General and Administrative (“SG&A”) Expense — For the three months ended September 27, 2025, the increase in SG&A expense, compared to the respective period in 2024, was due primarily to (i) higher acquisition and integration-related costs of $5.5, (ii) increases in personnel costs primarily due to annual merit increases, growth-related headcount additions and higher short-term incentive compensation driven by strong operating performance, and (iii) incremental SG&A resulting from the acquisitions of KTS and Sigma & Omega of $2.7 .

For the nine months ended September 27, 2025, the increase in SG&A expense, compared to the respective period in 2024, was due primarily to (i) higher acquisition and integration-related costs of $15.4, (ii) incremental SG&A resulting from the acquisitions of Ingénia, KTS and Sigma & Omega of $ 6.8 , (iii) increases in personnel costs primarily due to annual merit increases and growth-related headcount additions, and (iv) higher costs relating to lease renewals.

Intangible Amortiz ation — For the three an d nine months ended September 27, 2025, the increase in intangible asset amortization, compared to the respective periods in 2024, was p rimarily related to incremental amortization associated with (i) backlog from the KTS and Sigma & Omega acquisitions and (ii) other intangible assets associated with the acquisitions of Ingénia, KTS and Sigma & Omega.

Special Charges, net — Special charges, net, for the three and nine months ended September 27, 2025 and the three and nine months ended September 28, 2024 related primarily to recording, and subsequent adjustments of, severance costs associated with restructuring actions at businesses within our HVAC and Detection and Measurement reportable segments.

See Note 7 to our condensed consolidated financial statements for additional details.

Other Operating Expense, net — Other operating expense, net for the three and six months ended June 29, 2024 related to a charge of $8.4 regarding a settlement with the seller of ULC referred to previously.

Other Income (Expense), net — Other expense, net, for the three months ended June 28, 2025 was composed primarily of foreign currency transaction losses of $0.9, pension and postretirement expense of $0.6, and environmental remediation charges of $0.6.

Other expense, net, for the three months ended June 29, 2024 was composed primarily of environmental remediation charges of $1.0, pension and postretirement expense of $0.4, and foreign currency transaction losses of $0.4.

Other income, net, for the six months ended June 28, 2025 was composed primarily of a gain of $4.5 related to a change in the estimated fair value of an equity security that we hold and income of $1.7 derived from company-owned life insurance (“COLI”) policies, partially offset by pension and postretirement expense of $2.0 (including net settlement and actuarial losses of $0.8), environmental remediation charges of $1.8, and foreign currency transaction losses of $1.4.

Other expense, net, for the six months ended June 29, 2024 was composed primarily of a loss of $4.2 related to a change in the estimated fair value of an equity security that we hold, environmental remediation charges of $1.8, and pension and postretirement expense of $0.8, partially offset by income of $0.9 derived from COLI polices.

Other Operating Expense, net — Other operating expense, net for the nine months ended September 28, 2024 related to a charge of $8.4 regarding a settlement with the seller of ULC referred to previously.

Other Expense, net — Other expense, net, for the three months ended September 27, 2025 was composed primarily of environmental remediation charges of $3.9, pension and postretirement expense of $0.6, and foreign currency transaction losses of $0.5, partially offset by income of $1.4 derived from COLI policies and a gain of $0.4 related to the settlement of our interest rate swaps.

Other expense, net, for the three months ended September 28, 2024 was composed primarily of foreign currency transaction losses of $1.1, environmental remediation charges of $0.3, pension and postretirement expense of $0.2, and losses on fixed asset disposals of $0.2, partially offset by income of $0.5 derived from COLI policies.

Other expense, net, for the nine months ended September 27, 2025 was composed primarily of environmental remediation charges of $5.7, pension and postretirement expense of $2.6 (including net settlement and actuarial losses of $0.8), and foreign currency transaction losses of $1.9, partially offset by a gain of $4.5 related to a change in the estimated fair value of an equity security that we hold, income of $3.1 derived from COLI policies and a gain of $0.4 related to the settlement of our interest rate swaps.

Other expense, net, for the nine months ended September 28, 2024 was composed primarily of a loss of $4.2 related to a change in the estimated fair value of an equity security that we hold, environmental remediation charges of $2.1, pension and postretirement expense of $1.0, foreign currency transaction losses of $0.8, and losses on fixed asset disposals of $0.2, partially offset by income of $1.4 derived from COLI polices.

Interest Expense, net — Interest expense, net, includes both interest e xpense and interest income.

The increase in interest expense, net, during the three and six months ended June 28, 2025, compared to the respective periods in 2024, was due primarily to higher average debt balances during the 2025 periods.

The higher average debt balances primarily resulted from borrowings associated with the Ingénia, KTS, and Sigma & Omega acquisitions.

The decrease in interest expense, net, during the three months ended September 27, 2025, compared to the respective period in 2024, was due primarily to (i) increased interest income on higher cash balances and (ii) lower average debt balances as a result of the repayment of borrowings then outstanding under the revolving credit facility from a portion of the net proceeds of the Offering .

Refer to Note 12 to the condensed consolidated financial statements for additional details.

Income Tax Provision — 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 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.

The increase in interest expense, net, during the nine months ended September 27, 2025, compared to the respective periods in 2024, was due primarily to higher average debt balances during the 2025 period, despite the impact of the repayment of the borrowings under the revolving credit facility from a portion of the net proceeds of the Offering, partially offset by an increase in interest income.

The higher average debt balances primarily resulted from borrowings associated with acquisitions.

The increase in interest income resulted from interest earned on higher cash balances.

Refer to Note 12 to the condensed consolidated financial statements for additional details.

Loss on Amendment/Refinancing of Senior Credit Agreement — During the third quarter of 2025, we recorded charges of $1.5 associated with the amendment to the Credit Agreement 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.

Income Tax Provision — 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 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.

RESULTS OF REPORTABLE SEGMENTS AND CORPORATE EXPENSE

3 unchanged sentences

HVAC Reportable Segment

Three months ended Six months ended

June 28, 2025 June 29, 2024 % Change June 28, 2025 June 29, 2024 % Change

Three months ended Nine months ended

September 27, 2025 September 28, 2024 % Change September 27, 2025 September 28, 2024 % Change

Revenues $ 387.4 $ 335.3 15.5 $ 1,087.1 $ 994.2 9.3

6 unchanged sentences

Net revenue increase 15.5 9.3

Revenues — For the three months ended June 28, 2025, the increase in revenues, compared to the respective period in 2024, was due primarily to inorganic revenue growth from the Sigma & Omega acquisition and, to a lesser extent, organic revenue growth.

The organic revenue growth was due primarily to higher volumes of both heating and cooling products, partially offset by the execution of a larger than typical service project within our cooling products business in the second quarter of 2024.

For the six months ended June 28, 2025, the increase in revenues, compared to the respective period in 2024, was due primarily to inorganic revenue growth resulting from the Ingénia and Sigma & Omega acquisitions and, to a lesser extent, organic revenue growth.

The organic revenue growth was due primarily to higher volumes of both heating and cooling products.

This net volume increase included the impact of (i) higher volumes of heating products associated with the unseasonably warm winter conditions prevalent in the relevant end markets during the first quarter of 2024 and (ii) the execution of a larger than typical service project within our cooling products business in the second quarter of 2024.

Income — For the three and six months ended June 28, 2025, the increase in income and margin, compared to the respective periods in 2024, was due primarily to the higher volumes mentioned above with a more accretive mix and favorable project execution primarily within our cooling products business.

Backlog — The segment had backlog of $539.5 and $433.7 as of June 28, 2025 and June 29, 2024, respectively.

Backlog associated with the Sigma & Omega acquisition totaled $57.3 as of June 28, 2025.

Revenues — For the three months ended September 27, 2025, the increase in revenues, compared to the respective period in 2024, was due primarily to organic revenue growth and, to a lesser extent, inorganic revenue growth from the Sigma & Omega acquisition.

For the nine months ended September 27, 2025, the increase in revenues, compared to the respective period in 2024, was due primarily to inorganic revenue growth resulting from the Ingénia and Sigma & Omega acquisitions and organic revenue growth.

The organic revenue growth was due predominantly to higher volumes of both heating and cooling products driven by continued strength in demand and higher throughput primarily from increased production capacity, as well as the impact of higher volumes of heating products in the current period associated with the unseasonably warm winter conditions prevalent in the relevant end markets during the first quarter of 2024.

Income — For the three and nine months ended September 27, 2025, the increase in income and margin, compared to the respective periods in 2024, was due primarily to the higher volumes mentioned above and associated operating leverage.

In addition, the nine months ended September 27, 2025, compared to the respective period in 2024, included a more accretive mix and favorable project execution primarily within our cooling products business.

Backlog — The segment had backlog of $578.5 and $437.7 as of September 27, 2025 and September 28, 2024, respectively.

Backlog associated with the Sigma & Omega acquisition totaled $53.4 as of September 27, 2025.

Detection and Measurement Reportable Segment

Three months ended Six months ended

June 28, 2025 June 29, 2024 % Change June 28, 2025 June 29, 2024 % Change

Three months ended Nine months ended

September 27, 2025 September 28, 2024 % Change September 27, 2025 September 28, 2024 % Change

Revenues $ 205.4 $ 148.4 38.4 $ 540.7 $ 456.0 18.6

6 unchanged sentences

Net revenue increase 38.4 18.6

Revenues — For the three months ended June 28, 2025, the increase in revenues, compared to the respective period in 2024, was due to inorganic revenue growth resulting from the KTS acquisition and, to a lesser extent, organic revenue growth.

The organic revenue growth was driven by higher project volumes within our communication technologies and transportation systems businesses.

These increases were partially offset by lower project volumes within our aids to navigation business.

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

For the six months ended June 28, 2025, the increase in revenues, compared to the respective period in 2024, was due primarily to inorganic revenue growth resulting from the KTS acquisition, partially offset by an organic revenue decline.

The organic revenue decline was due primarily to lower project volumes within our aids to navigation business.

This decline was partially offset by higher project volumes primarily within our communication technologies and transportation systems

Revenues — For the three months ended September 27, 2025, the increase in revenues, compared to the respective period in 2024, was due to organic revenue growth and, to a lesser extent, inorganic revenue growth resulting from the KTS

The organic revenue growth was driven primarily by higher project volumes within our communication technologies business.

For the nine months ended September 27, 2025, the increase in revenues, compared to the respective period in 2024, was due primarily to inorganic revenue growth resulting from the KTS acquisition and, to a lesser extent, organic revenue growth.

The organic revenue growth was due primarily to higher project volumes within our communication technologies business, partially offset by lower project volumes primarily within our aids to navigation business.

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

Income — For the three months ended June 28, 2025, the increase in income, compared to the respective period in 2024, was due primarily to the revenue growth mentioned above.

The decrease in margin for the three months ended June 28, 2025, compared to the respective period in 2024, was primarily due to less favorable project mix within our transportation systems, communications technologies, and aids to navigation businesses.

For the six months ended June 28, 2025, the increase in income and margin, compared to the respective periods in 2024, was due primarily to (i) income resulting from the KTS acquisition and (ii) higher volumes and more favorable product mix from large projects primarily within our communication technologies business.

These increases were partially offset by the impact of the lower project volumes within our aids to navigation business mentioned above.

Backlog — The segment had bac klog of $365.4 and $205.4 as of June 28, 2025 and June 29, 2024, respectively.

Backlog associated with the KTS acquisition totaled $52.0 as of June 28, 2025.

Income — For the three months ended September 27, 2025, the increase in income and margin, compared to the respective period in 2024, was due primarily to the revenue growth mentioned above and associated leverage on our fixed costs, particularly within SG&A expenses.

This increase was partially offset by the impact of a less favorable project mix primarily within our communications technologies and transportation systems businesses.

For the nine months ended September 27, 2025, the increase in income and margin, compared to the respective periods in 2024, was due primarily to (i) higher project volumes and associated leverage on our fixed costs, particularly within SG&A expenses, and a more favorable product mix from projects primarily within our communication technologies business and (ii) income resulting from the KTS acquisition.

These increases were partially offset by the impact of the lower project volumes within our aids to navigation business mentioned above and the impact of a less favorable project mix within our transportation systems business.

Backlog — The segment had bac klog of $366.1 and $193.5 as of September 27, 2025 and September 28, 2024, respectively.

Backlog associated with the KTS acquisition totaled $57.1 as of September 27, 2025.

Corporate and Other Expenses

Three months ended Six months ended

June 28, 2025 June 29, 2024 % Change June 28, 2025 June 29, 2024 % Change

Three months ended Nine months ended

September 27, 2025 September 28, 2024 % Change September 27, 2025 September 28, 2024 % Change

Total consolidated revenues $ 592.8 $ 483.7 22.6 $ 1,627.8 $ 1,450.2 12.2

3 unchanged sentences

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

The increase in corporate expense during the three months ended June 28, 2025, compared to the respective period in 2024, was due primarily to higher expense related to acquisition and integration-related costs of $0.7 largely driven by the Sigma & Omega acquisition.

The increase in corporate expense during the six months ended June 28, 2025, compared to the respective period in 2024, was due primarily to higher expense related to (i) an increase in costs incurred for professional services and (ii) acquisition and integration-related costs of $0.5 largely driven by the KTS and Sigma & Omega acquisitions in 2025, partially offset by expense incurred for the Ingénia acquisition in 2024.

Corporate expense remained flat during the three months ended September 27, 2025, compared to the respective period in 2024, as a result of increased costs incurred for professional services being offset by lower expense related to acquisition and integration-related costs of $0.2.

The increase in corporate expense during the nine months ended September 27, 2025, compared to the respective period in 2024, was due primarily to higher expense related to acquisition and integration-related costs largely driven by expense incurred for the KTS and Sigma & Omega acquisitions in 2025, partially offset by the Ingénia acquisition in 2024.

Long-Term Incentive Compensation Expense — Long-term incentive compensation expense represents our consolidated expense, which we do not allocate for segment reporting purposes.

The increase in long-term incentive compensation expense in 2025, compared to 2024, was due primarily to (i) an increase in the fair value of performance-based share awards resulting from plan design changes affected beginning in 2024, which increased the maximum potential payout range from 150% to 200% of target, and (ii) the accumulation of awards related to recent changes in certain key management positions.

The increase in long-term incentive compensation expense for the three and nine months ended September 27, 2025, compared to the respective periods in 2024, was due primarily to (i) an increase in the fair value of performance-based share awards resulting from plan design changes affected beginning in 2024, which increased the maximum potential payout range from 150% to 200% of target, (ii) the accumulation of awards related to recent changes in certain key management positions, and (iii) the immediate vesting of awards as a result of an executive officer reaching retirement eligibility, partially offset by the impact of forfeitures from participant resignations.

LIQUIDITY AND FINANCIAL CONDITION

Listed below are the cash flows from (used in) operating, investing, and financing activities and discontinued operations, as well as the net change in cash and equivalents for the six months ended June 28, 2025 and June 29, 2024.

Six months ended

June 28, 2025 June 29, 2024

Nine months ended

September 27, 2025 September 28, 2024

Continuing operations:

5 unchanged sentences

Net change in cash and equivalents $ 70.0 $ 24.5

Operating Activities — Cash flows from operating activities associated with continuing operations totaled $33.0 for the six months ended June 28, 2025, compared to cash flows from operating activities of $69.4 during the six months ended

June 29, 2024.

Th e decrease in cash flows from operating activities for the six months ended June 28, 2025, compared to the six months ended June 29, 2024, was due primarily to (i) amounts paid into an escrow account in connection with the KTS acquisition related to future service obligations of certain employees of $46.5 and (ii) investments in working capital in support of increased backlog within our HVAC and Detection and Measurement reportable segments, partially offset by (i) the increase in income, exclusive of the non-cash expenses incurred during the 2025 period, (ii) a payment, during the first quarter of 2024, related to the resolution of a dispute with a former representative at one of our businesses within the Detection and Measurement reportable segment of $9.0, and (iii) a payment of $8.4 during the second quarter of 2024 associated with a settlement with the seller of ULC for additional contingent consideration, as discussed above.

Investing Activities — Cash fl ows used in investing activities of continuing operations for the six months ended June 28, 2025 were comprised primarily of net cash utilized in acquisitions, including KTS and Sigma & Omega, of $447.7 and capital expenditures of $13.2, partially offset by net proceeds from COLI policies of $3.1.

Cash flows used in investing activities of continuing operations for the six months ended June 29, 2024 were comprised of net cash utilized in the acquisition of Ingénia of $294.1 and capital expenditures of $20.3, partially offset by net proceeds from COLI policies of $42.9, inclusive of borrowings of $41.2 against the cash surrender value of these COLI policies.

Operating Activities — Cash flows from operating activities associated with continuing operations totaled $139.8 for the nine months ended September 27, 2025, compared to cash flows from operating activities of $146.4 during the nine months ended September 28, 2024.

Th e decrease in cash flows from operating activities for the nine months ended September 27, 2025, compared to the nine months ended September 28, 2024, was due primarily to (i) amounts paid into an escrow account in connection with the KTS acquisition related to future service obligations of certain employees of $46.5 and (ii) investments in working capital to support the growth within our HVAC and Detection and Measurement reportable segments, partially offset by (i) the increase in income, exclusive of the non-cash items incurred during the 2025 period, (ii) a payment, during the first quarter of 2024, related to the resolution of a dispute with a former representative at one of our businesses within the Detection and Measurement reportable segment of $9.0, and (iii) a payment of $8.4 during the second quarter of 2024 associated with a settlement with the seller of ULC for additional contingent consideration, as discussed above.

Investing Activities — Cash fl ows used in investing activities of continuing operations for the nine months ended September 27, 2025 were comprised primarily of net cash utilized in acquisitions, including KTS and Sigma & Omega, of $445.3, net cash outflows from COLI policies activity of $30.3 (inclusive of repayments related to amounts previously borrowed under such policies of $37.4 - see Note 12 to the condensed consolidated financial statements for additional details) and capital expenditures of $23.6.

Cash flows used in investing activities of continuing operations for the nine months ended September 28, 2024 were comprised of net cash utilized in the acquisition of Ingénia of $292.0 and capital expenditures of $28.2, partially offset by net proceeds from COLI policies of $42.9, inclusive of borrowings of $41.2 against the cash surrender value of these COLI policies.

See Note 12 to the condensed consolidated financial statements for additional details.

Financing Activities — Cash flows from financing activities of continuing operations for the six months ended June 28, 2025 were comprised primarily of net borrowings under the Credit Agreement and trade receivables financing arrangement of $373.2 and $31.0, respectively, primarily in connection with the KTS and Sigma & Omega acquisitions.

These net borrowings were partially offset by minimum tax withholdings paid on behalf of employees related to long-term incentive awards, net of proceeds from options exercised, of $9.1.

Cash flows from financing activities of continuing operations for the six months ended June 29, 2024 were comprised of net borrowings under the Credit Agreement and trade receivables financing arrangement of $193.2 and $39.0, respectively, primarily in connection with the Ingénia acquisition.

These net borrowings were partially offset by minimum tax withholdings paid on behalf of employees related to long-term incentive awards, net of proceeds from options exercised, of $0.9, and net repayments under our other various debt instruments of $0.8.

Discontinued Operations — Cash flows used in discontinued operations for the six months ended June 28, 2025 relate primarily to disbursements for costs incurred to support our wound-down DBT Technologies (PTY) LTD (“DBT”) subsidiary through processes associated with the liquidation of a subcontractor.

Cash flows used in discontinued operations for the six months ended June 29, 2024 relate primarily to disbursements for liabilities retained in connection with previous dispositions.

Change in Cash and Equivalents due to Changes in Foreign Currency Exchange Rate s — Changes in foreign currency exchange rates did not have a significant impact on our cash and equivalents during the first six months of 2025 and 2024.

Financing Activities — Cash flows from financing activities of continuing operations for the nine months ended September 27, 2025 were comprised primarily of net cash proceeds of $551.1 related to the completion of the Offering (see Note 14 to the condensed consolidated financial statements for additional details) and net borrowings under our other various debt instruments of $0.1, partially offset by (i) net repayments under the Credit Agreement and trade receivables financing arrangement of $104.6 and $9.0, respectively, (ii) minimum tax withholdings paid on behalf of employees related to long-term incentive awards, net of proceeds from options exercised, of $8.3 and (iii) financing fees paid in connection with an amendment to the Credit Agreement of $4.7.

Cash flows from financing activities of continuing operations for the nine months ended September 28, 2024 were comprised of net borrowings under the Credit Agreement and trade receivables financing arrangement of $148.2 and $31.0, respectively, primarily in connection with the Ingénia acquisition.

Additionally, proceeds from options exercised net of withholdings paid on behalf of employees related to long-term incentive awards of $1.1 were offset by financing fees paid in connection with an amendment to our senior credit agreement of $2.6, and net repayments under our other various debt instruments of $0.8.

Discontinued Operations — Cash flows used in discontinued operations for the nine months ended September 27, 2025 relate primarily to disbursements for costs incurred to support our wound-down DBT Technologies (PTY) LTD (“DBT”) subsidiary through processes associated with the liquidation of a subcontractor.

Cash flows used in discontinued operations for the nine months ended September 28, 2024 relate primarily to the final payment under the Settlement Agreement of $25.1 (net of the cash received upon maturation of the related foreign currency forward contracts of $2.0) to MHI and disbursements for liabilities retained in connection with previous dispositions.

Borrowings and Availability

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

Borrowings — 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)

9 unchanged sentences

current maturities of long-term debt 27.6 0.4

Total long-term debt, net $ 577.0 $ 950.3

Total long-term debt $ 577.0 $ 499.8

___________________________

(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) We amended the 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, 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.

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

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.

Availability — At June 28, 2025, we h ad $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.

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

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

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.

Availability — At September 27, 2025, we h ad $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.

Financing instruments may be used from time to time including, but not limited to, public and private debt and equity offerings, operating leases, finance leases and securitizations.

We expect that we will continue to access these markets as appropriate to maintain liquidity and to provide sources of funds for general corporate purposes, acquisitions or to refinance existing debt.

We have investments in COLI policies, which are recorded at their net cash surrender value of $36.2 at June 28, 2025 and December 31, 2024.

We have investments in COLI policies, which are recorded at their net cash surrender value of $60.9 and $36.2 at September 27, 2025 and December 31, 2024, respectively.

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

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

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

See Note 12 to the condensed consolidated financial statements for additional information.

12 unchanged sentences

Other Matters

Contractual Obligations — Other than the borrowings under our revolving loan facility in connection with the KTS and Sigma & Omega acquisitions discussed above, there have been no material changes in the amounts of our contractual obligations from those disclosed in our 2024 Annual Report on Form 10-K.

Our total net liabilities for unrecognized tax benefits including interest were $5.3 as of June 28, 2025.

Contractual Obligations — There have been no material changes in the amounts of our contractual obligations from those disclosed in our 2024 Annual Report on Form 10-K.

Our total net liabilities for unrecognized tax benefits including interest were $5.4 as of September 27, 2025.

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.

Contingencies and Other Matters — Numerous claims, complaints and proceedings arising in the ordinary course of business have been asserted or are pending against us or certain of our subsidiaries (collectively, “claims”).

These claims relate to litigation matters (e.g., contracts, intellectual property, and competitive claims), environmental matters, claims for contingent

consideration on prior acquisitions, product liability matters, and other risk management matters (e.g., general liability, automobile, and workers’ compensation claims).

These claims relate to litigation matters (e.g., contracts, intellectual property, and competitive claims), environmental matters, claims for contingent consideration on prior acquisitions, product liability matters, and other risk management matters (e.g., general liability, automobile, and workers’ compensation claims).

Additionally, we may become subject to other claims of which we are currently unaware, which may be significant, or the claims of which we are aware may result in our incurring significantly greater loss than we anticipate.

12 unchanged sentences

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 2. Management’s Discussion and Analysis