What changed in this filing

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Item 1. Business

2026-02-25 compared with 2025-02-26 · 59 added, 54 removed, 121 unchanged (48% of the section changed)

(All currency and share amounts are in millions)

(All currency and share, except per share, amounts are in millions)

Forward-Looking Information

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Particular risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, include the following:

cyclical changes and specific industry events in the Company’s markets;

cyclical changes and specific industry events in our markets;

changes in anticipated capital investment and maintenance expenditures by customers;

availability, limitations or cost increases of raw materials and/or commodities, including as a result of new or increased tariffs, that cannot be recovered in product pricing;

the impact of competition on profit margins and the Company’s ability to maintain or increase market share;

changes in economic conditions in relevant global and North American markets, including as a result of the imposition, or threat of imposition of tariffs, including any new or increased tariffs announced by the U.S.

government and any retaliatory tariffs announced in response thereto, and other trade barriers, international trade tensions or geopolitical conflicts;

availability, limitations or cost increases of raw materials and/or commodities, including as a result of new or increased tariffs, as well as the potential impact of retaliatory tariffs and other penalties that cannot be recovered in product pricing;

the impact of competition on profit margins and our ability to maintain or increase market share;

risks with respect to our contracts with the U.S.

government, including the government's ability to terminate contracts prior to completion or failure to appropriate amounts necessary to fund such contracts;

inadequate performance by third-party suppliers and subcontractors for outsourced products, components and services and other supply-chain risks;

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cyber-security risks;

risks with respect to the protection of intellectual property, including with respect to the Company’s digitalization initiatives;

risks with respect to the protection of intellectual property, including with respect to our digitalization initiatives;

the impact of overruns, inflation and the incurrence of delays with respect to long-term fixed-price contracts;

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the impact of pandemics and governmental and other actions taken in response;

domestic economic, political, legal, accounting and business developments adversely affecting the Company’s business, including regulatory changes;

changes in worldwide economic conditions, including as a result of geopolitical conflicts;

uncertainties with respect to the Company’s 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 or other benefits from acquisitions;

domestic economic, political, legal, accounting and business developments adversely affecting our business, including regulatory changes;

uncertainties with respect to our ability to complete expansions to or the reconfiguration of our manufacturing footprint within the time periods and at costs we anticipate and whether we will realize the anticipated benefits of these activities;

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

uncertainties surrounding timing and successful completion of acquisition transactions, including with respect to integrating acquisitions and achieving costs savings, synergistic sales or other benefits from acquisitions;

the impact of retained liabilities of disposed businesses;

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In addition, management’s estimates of future operating results are based on our current complement of businesses, which is subject to change as management selects strategic markets.

All the forward-looking statements are qualified in their entirety by reference to the risks and uncertainties discussed in this filing, including under the heading “Risk Factors,” and any subsequent filing with the U.S.

All the forward-looking statements are qualified in their entirety by reference to discussions of risks and uncertainties presented in this annual report, including under the heading “Risk Factors,” and any subsequent filing with the U.S.

Securities and Exchange Commission (“SEC”), as well as in any documents incorporated by reference that describe risks, uncertainties, and other factors that could cause results to differ materially from those projected in these forward-looking statements.

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We operate in a continually changing business environment and frequently enter into new businesses and product lines.

We cannot predict these new risk factors, and we cannot assess the impact, if any, of these new risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those projected in any forward-looking statements.

Accordingly, you should not rely on forward-looking statements as a prediction of actual results.

We cannot predict risk factors related to any future new business or product line, and we cannot assess the impact, if any, of such risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those projected in any forward-looking statements.

You should not rely on forward-looking statements as a prediction of actual results.

We disclaim any responsibility, except to the extent we are legally required, to update or publicly revise any forward-looking statements to reflect events or circumstances that arise after the date of this document.

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(“SPX”, “our”, “the Company”, or “we”) is the successor registrant pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended, to SPX Corporation (“Legacy SPX”) as a result of the completion on August 15, 2022 of a holding company reorganization (the “Holding Company Reorganization”) effected as a merger of Legacy SPX with and into SPX Merger, LLC, a subsidiary of the Company.

Each share of Legacy SPX’s common stock, par value $0.01 per share, issued and outstanding immediately prior to the consummation of the Holding Company Reorganization was automatically converted into an equivalent corresponding share of the Company's common stock having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding share of Legacy SPX

common stock being converted.

Accordingly, upon consummation of the Holding Company Reorganization, Legacy SPX stockholders became stockholders of the Company.

Legacy SPX was founded in Muskegon, Michigan in 1912 as the Piston Ring Company and adopted the name SPX Corporation in 1988.

Its common stock had been listed on the New York Stock Exchange since 1972.

Our common stock has been listed on the New York Stock Exchange since 1972.

The terms “SPX,” “we” and “our” include Legacy SPX for periods prior to the consummation of the Holding Company Reorganization as the context requires.

On September 26, 2015, we completed the spin-off to our stockholders (the “Spin-Off”) of all the outstanding shares of SPX FLOW, Inc.

(“SPX FLOW”), a wholly-owned subsidiary of SPX prior to the Spin-Off, which at the time of the Spin-Off held the businesses comprising our Flow Technology reportable segment, our Hydraulic Technologies business, and certain of our corporate subsidiaries.

Based on a review of our portfolio of businesses, and the belief that a recovery within the power generation markets was unlikely in the foreseeable future, we decided in 2015 that our strategic focus would be on our (i) scalable growth businesses that serve the heating, ventilation and cooling (“HVAC”) and detection and measurement markets and (ii) power transformers and process cooling systems businesses.

As a result, we subsequently significantly reduced our exposure to the power generation markets.

This reduction included the wind-down of the SPX Heat Transfer Business (“Heat Transfer”), completed during the fourth quarter of 2020, and the wind-down of our South African subsidiary, DBT Technologies (PTY) LTD (“DBT”) in 2021 when we substantially ceased all operations.

In addition, we completed the sale of our Transformer Solutions business (“Transformer Solutions”) during 2021.

As a result, we are reporting Heat Transfer, DBT, and Transformer Solutions as discontinued operations in the accompanying consolidated financial statements.

See Note 4 for additional details regarding discontinued operations and Notes 4 and 15 for additional details of DBT’s dispute resolution matters.

On March 31, 2022, we completed the acquisition of International Tower Lighting, LLC (“ITL”), a leader in the design and manufacture of highly-engineered aids to navigation systems, including obstruction lighting for telecommunications towers, wind turbines and numerous other terrestrial obstructions.

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

(“SPX FLOW”), prior to the Spin-Off, a wholly-owned subsidiary of SPX, which at the time of the Spin-Off held the businesses comprising our Flow Technology reportable segment, our Hydraulic Technologies business, and certain of our corporate subsidiaries.

On November 1, 2022, SPX divested three wholly-owned subsidiaries that hold asbestos liabilities and certain assets, including related insurance assets, to Canvas Holdco LLC, an entity formed by a joint venture of Global Risk Capital LLC and an affiliate of Premia Holdings Ltd (the “Asbestos Portfolio Sale”).

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

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

Unless otherwise indicated, the description of our business provided in Part I pertains to continuing operations only (see Notes 1 and 4 to our consolidated financial statements for information on discontinued operations).

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

On April 15, 2025, we completed the acquisition of Sigma Heating and Cooling and Omega Heat Pump (“Sigma & Omega”), which specializes in highly engineered hydronic heating and cooling equipment, including vertical stack heat pumps and fan coils, institutional heating products, and both air-cooled and water-cooled commercial self-contained units.

The post-acquisition operating results of Sigma & Omega are reflected within our HVAC reportable segment.

On January 20, 2026, we completed the acquisition of Thermolec Ltd.

(“Thermolec”), which specializes in custom electric duct heating and related solutions.

The post-acquisition results of Thermolec will be reflected within our HVAC reportable segment.

On February 6, 2026, we completed the acquisition of Crawford United Corporation (“Crawford”), which specializes in highly engineered air handling and industrial products.

The post-acquisition results of Crawford's Commercial Air Handling Equipment businesses will be reflected within our HVAC reportable segment.

Crawford's Industrial & Transportation Products businesses, which includes businesses serving aerospace, defense, transportation, and marine markets, is non-core to our long-term strategy.

These non-core businesses will be recorded as assets held for sale, with their results reported as discontinued operations while we identify suitable buyer(s) and execute our plan to sell these businesses within twelve months.

Unless otherwise indicated, the description of our business provided in Part I pertains to continuing operations only (see Note 4 to our consolidated financial statements for information on discontinued operations).

A description of the general development of our business, including with respect to developments occurring prior to those discussed above, is included in Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2024 , which description is incorporated by reference.

We are a diversified, global supplier of infrastructure equipment serving the HVAC and detection and measurement markets.

With operations in over 15 countries and approximat el y 4,300 emp loyees, we offer a wide array of highly engineered infrastructure products with strong brands.

HVAC solutions offered by our businesses include package and process cooling equipment, engineered air movement and handling solutions, residential and commercial boilers, electrical heating, and ventilation products.

Our market leading brands, coupled with our commitment to continuous innovation and focus on our customers’ needs, enables our HVAC cooling and heating businesses to serve an expanding number of industrial, commercial, data center, and residential customers.

We are a diversified, global supplier of highly specialized, engineered solutions serving the HVAC and detection and measurement markets.

With operations in 16 countries and approximately 4,700 e mp loyees, we offer a wide array of highly engineered infrastructure products with strong brands.

HVAC solutions offered by our businesses include package and process cooling products and engineered air movement and handling solutions for the HVAC industrial (including data center and power generation), institutional, and commercial markets, as well as hydronic and electrical heating and ventilation products for the residential, industrial, institutional, and commercial markets.

Our market leading brands, coupled with our commitment to continuous innovation and focus on our customers’ needs, enables our HVAC cooling and heating businesses to serve an expanding number of industrial, institutional, commercial, and residential customers.

Growth for our HVAC businesses will be driven by innovation, increased scalability, and our ability to meet the needs of broader markets.

Our detection and measurement product lines encompass underground pipe and cable locators, inspection and rehabilitation equipment, robotic systems, transportation systems, communication technologies, and aids to navigation.

Our detection and measurement solutions enable utilities, telecommunication providers and regulators, and municipalities and transit authorities to build, monitor and maintain vital infrastructure.

Our detection and measurement solutions enable utilities, telecommunication providers and regulators, defense agencies, and municipalities and transit authorities to build, monitor and maintain vital infrastructure.

Our technology and decades of experience have afforded us a strong position in specific detection and measurement markets.

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In determining our reportable segments, we apply the threshold criteria of the Segment Reporting Topic of the Financial Accounting Standards Board Codification (“Codification”).

Operating income for our reportable segments is determined before considering, if applicable, impairments and special charges, long-term incentive compensation, certain other operating income/expense, other indirect corporate expenses, intangible asset amortization expense, inventory step-up charges, and certain other acquisition and integration-related costs.

Segment income for our reportable segments is determined before considering, if applicable, impairments and special charges, long-term incentive compensation, certain other operating income/expense, other indirect corporate expenses, intangible asset amortization expense, inventory step-up charges, and certain other acquisition and integration-related costs.

This is consistent with the way our Chief Operating Decision Maker (“CODM”), the President and Chief Executive Officer, evaluates the results of each segment.

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Approximately 83% of the segment’s backlog as of December 31, 2025 is expected to be recognized as revenue during 2026.

The segment engineers, designs, manufactures, installs and services cooling products and engineered air movement and handling solutions for the HVAC industrial, commercial, data center, and power generation markets, as well as heating and ventilation products for the residential, industrial, and commercial markets.

The segment engineers, designs, manufactures, installs and services package and process cooling products and engineered air movement and handling solutions for the industrial (including data center and power generation), institutional, and commercial HVAC markets, as well as hydronic and electrical heating and ventilation products for the residential, industrial, institutional, and commercial markets.

The primary distribution channels for the segment’s products are direct to customers, independent manufacturing representatives, third-party distributors, and retailers.

The segment serves a cu stomer base in North America, Europe, and Asia.

Core brands for our cooling products include Marley, Recold, SGS, Cincinnati Fan, TAMCO, and Ingénia , while our heating products are sold under the Berko, Qmark, Fahrenheat, Leading Edge, Patterson-Kelley, Weil-McLain, Williamson-Thermoflo, INDEECO, Heatrex, AccuTherm, Brasch, Spectrum, BannerDay PipeHeating, and Solar Products brands.

The segment serves a global cu stomer base in North America, Europe, and Asia .

Core brands for our cooling products and engineered air movement and handling solutions include Marley, Recold, SGS, Cincinnati Fan, TAMCO, Ingénia , Air Enterprises, and Rahn Industries while our hydronics and electrical heating and ventilation products are sold under the Berko, Qmark, Fahrenheat, Leading Edge, Patterson-Kelley, Weil-McLain, Sigma, Omega, Skypeak, Thermolec, Williamson-Thermoflo, INDEECO, Heatrex, AccuTherm, Brasch, Spectrum, BannerDay PipeHeating, and Solar Products brands.

Detection and Measurement Reportable Segmen t

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The segment serves a global customer base in North America, Europe, Africa, and Asia.

Core brands for our underground pipe and cable locators and inspection and rehabilitation equipment are Radiodetection, Pearpoint, Schonstedt, Dielectric, Cues, ULC Robotics, and Sensors & Software.

Core brands f or our underground pipe and cable locators and inspection and rehabilitation equipment are Radiodetection, Pearpoint, Schonstedt, Dielectric, Cues, ULC Robotics, and Sensors & Software.

Our transportation systems are sold under the Genfare brand, our communication technologies products are sold under the TCI, ECS, and KTS brands, and our aids to navigation products are sold under the Flash Technology, ITL, Sabik Marine, Sealite, and Avlite brands.

From time to time, we may make acquisitions that do not significantly impact our financial position or operations.

These acquisitions primarily complement our existing business operations or strategic initiatives with no significant impact to our financial outlook and end markets, or requiring a significant investment of resources.

From time to time, we may make acquisitions that do not significantly impact our financial position or statements of operations.

These acquisitions primarily complement our existing business operations or strategic initiatives with no significant impact to our financial outlook and end markets, nor requiring a significant investment of resources.

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

During the year ended December 31, 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.

We regularly review and negotiate potential acquisitions in the ordinary course of business, some of which are or may be material.

As previously indicated, we acquired KTS in January 2025, Ingénia in 2024, TAMCO and ASPEQ in 2023, and ITL in 2022.

As previously indicated, we acquired Thermolec in January 2026, Crawford in February 2026, Sigma & Omega in April 2025, KTS in January 2025, Ingénia in 2024, and TAMCO and ASPEQ in 2023.

We regularly review and negotiate potential divestitures in the ordinary course of business, some of which are or may be m aterial.

As previously indicated, the divestiture of three wholly-owned subsidiaries that hold asbestos liabilities and certain assets, including related insurance assets, was completed in 2022 and the divestiture of Transformer Solutions was completed in 202 1.

As previously indicated, we completed the wind-down of our DBT and Heat Transfer businesses in the fourth quarters of 2021 and 2020, respectively.

See Note 4 to our consolidated financial statements for more information on discontinued operations.

International Operations

We are a multinational co rporation with operations in over 15 countries.

We are a multinational co rporation with operations in 16 countries.

Sales outside the United States were $452.5 , $343.1 and $287.1 in 2025, 2024 and 2023, respectively.

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These efforts encompass certain of our products with divisional engineering teams coordinating their resources.

We place particular emphasis on the development of new products that are compatible with, and build upon, our manufacturing and marketing capabilities.

We place particular emphasis on the development of new products that are compatible with, and build upon, our manufacturing and marketing capabilities and that provide sustainable solutions to our customers.

Patents/Trademarks

We own 227 domestic and 402 foreign patents (comprising 159 patent “families”) (foreign patents include patents in individual countries in the European Union (“EU”), as well as EU-level patents), including 24 patents that were issued in 2024, covering a variety of our products and manufacturing methods.

We also own a number of registered trademark s.

At December 31, 2025, we owned 149 domestic and 313 foreign patents for a total of 462 patents (foreign patents include patents in individual countries in the European Union (“EU”), as well as EU-level patents), including 12 patents that were issued in 2025, covering a variety of our products and manufacturing methods.

We also own a number of registered trademarks.

Although in the aggregate our patents and trademarks are of considerable importance in the operation of our business, we do not consider any single patent or trademark to be of such importance that its absence would adversely affect our ability to conduct business as presently constituted.

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In instances where we depend on third-party suppliers for outsourced products or components, we are subject to the risk of customer dissatisfaction with the quality or performance of the products we sell due to supplier failure.

In addition, business difficulties experienced by a third-party supplier can lead to the interruption of our ability to obtain the outsourced product or component and ultimately to our inability to supply certain products to our customers on a timely basis or at all.

We believe that we generally will be able to continue to obtain adequate supplies of key products, components or appropriate substitutes at reasonable costs.

We are subject to increases in the prices, including from the impact of tariffs, of many of our key raw materials, including petroleum-based products and steel.

In addition, business difficulties experienced by a

third-party supplier can lead to the interruption of our ability to obtain the outsourced product or component and ultimately to our inability to supply certain products to our customers on a timely basis or at all.

We are subject to increases in the prices, including from the impact of tariffs, of many of our key raw materials, including petroleum-based products, aluminum, steel, and copper.

In recent years, we have generally been able to offset increases in raw material costs through corresponding product pricing actions.

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We are not significantly dependent on any one or a limited number of suppliers, and we have been able to obtain suitable quantities of raw materials at competitive prices.

For information regarding supply chain disruptions and labor shortages refer to “MD&A - Supply Chain Disruptions, Labor Shortages, and Cost Increases.”

For information regarding the impact of tariffs and other cost increases refer to “MD&A - Impacts of Tariffs and Other Cost Increases.”

Our competitive position cannot be determined accurately in the aggregate or by reportable or operating segment since we and our competitors do not offer all the same product lines or serve all the same markets.

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Human Capital Resources

At December 31, 2024, we had approximately 4,300 employees, with approximately 3,300 employed in the United States.

At December 31, 2025, we had approxima tely 4,700 employees, with approximately 3,500 employed in the United States.

We also leverage temporary workers to provide flexibility for our business and manufacturing needs.

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We believe that our future success is impacted by our continued ability to attract and retain highly skilled employees.

As such, we strive to provide an environment where employees are developed and provided challenging career growth opportunities.

As such, we strive to provide an environment where employees are developed and provided with challenging career growth opportunities.

We offer a “Total Rewards” program that provides comprehensive compensation and benefits packages that are designed to reward employees and assist them in managing their well-being.

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As part of our focus on building and sustaining a highly capable, engaged and motivated workforce that has the ability to deliver on the current and future requirements of the Company, we continue to advance our talent management framework, known as RiSE, which helps us Reach, Identify, Strengthen, and Engage our workforce.

In 2024, we introduced our Building Strength program, adding development opportunities for all employees in leadership, communication, team development, and collaboration directly aligned to our Leadership Model.

We continued to expand participation in our leadership development programs and have now trained 275 leaders through our “Frontline Leaders Program” and 92 leaders have completed our midlevel leader program, “Amplified Leadership.” We are looking forward to launching our fourth cohort of our Executive Leadership Program in 2025 adding to our growing class of more than 100 leaders who have completed this advanced development program.

In 2025, we expanded our Building Strength program, adding new development opportunities for all employees in leadership, communication, team development, and collaboration directly aligned to our Leadership Model.

We continued to expand participation in our leadership development programs and have now trained 315 leaders through our “Frontline Leaders Program” and 138 leaders have completed our midlevel leader program, “Amplified Leadership.” We began our fourth cohort of our Executive Leadership Program in 2025 adding to our growing class of more than 50 leaders who have completed this advanced development program.

At the beginning of 2025, we launched our updated Global Employee Survey with over 90% employee participation, the results of which informed discussions about what is most important to our employees and helped us develop action plans to focus on those priorities.

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In addition, certain businesses have seasonal fluctuations.

Historically, our businesses generally tend to be stronger in the second half of the year.

Historically, our businesses generally tend to be stronger in the second half of the calendar year.

Our website address is www.spx.com.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business