What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-25 compared with 2025-02-26 · 484 added, 448 removed, 1497 unchanged (38% of the section changed)

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Index To Consolidated Financial Statements

December 31, 2024

SPX Technologies, Inc.

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Consolidated Statements of Operations for the Years Ended December 31, 202 5 , 202 4 and 202 3

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023 and 2022

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 202 5 , 202 4 and 202 3

Consolidated Balance Sheets as of December 31, 202 5 and 202 4

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We have audited the accompanying consolidated balance sheets of SPX Technologies, Inc.

and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2024, 2023, and 2022, and the related notes (collectively referred to as the "financial statements").

and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2025, 2024, and 2023, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, 2024, and 2023, in conformity with accounting principles generally accepted in the United States of America.

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

Acquisitions – Ingénia Technologies Inc.

– Valuation of Property, Plant, and Equipment, Technology, Customer Relationships, Trademarks, and Customer Backlog Assets— Refer to Notes 1, 4, and 10 to the financial statements

Acquisitions – Kranze Technology Solutions, Inc.

and Sigma Heating and Cooling and Omega Heat Pump – Valuation of Customer Relationships and Contracts, Technology, and Trademarks Assets— Refer to Notes 1, 2, 4, and 10 to the financial statements

Critical Audit Matter Description

The assets acquired and liabilities assumed in the Ingénia Technologies Inc.

(“Ingénia”) transaction have been recorded at estimates of fair value as determined by management, based on information available and assumptions as to future operations.

Of the total assets acquired and liabilities assumed, the Company acquired $73.6 of property, plant, and equipment, which was primarily made up of real and personal property, and $97.9 of intangible assets, including technology of $46.7, customer relationships of $23.5, trademarks of $13.9, and customer backlog of $13.8.

We identified the valuation of the aforementioned real and personal property and intangible assets for the Ingénia acquisition as a critical audit matter because of the significant estimates and assumptions management makes to determine the fair value these assets.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists when performing audit procedures to evaluate the reasonableness of the valuation methodologies applied to the real and personal property and intangible assets acquired, as well as when performing audit procedures to evaluate the reasonableness of management's forecast of future revenue growth rates and profit margins and the selection of the discount rate

for the customer relationships, trademarks, and technology intangible assets, the selection of the royalty rate for the trademarks and technology intangible assets, and the estimated replacement costs of the real and personal property acquired.

The Company completed the acquisitions of Kranze Technology Solutions, Inc.

(“KTS”) on January 27, 2025, and Sigma Heating and Cooling and Omega Heat Pump (“Sigma & Omega”) on April 15, 2025.

The assets acquired and liabilities assumed in the KTS and Sigma & Omega transactions have been recorded at estimates of fair value as determined by management, based on information available and assumptions as to future operations.

Of the total assets acquired and liabilities assumed, the Company acquired $242.1 of intangible assets, including customer relationships and contracts of $127.0, technology of $88.3, and trademarks of $10.6.

We identified the valuation of the aforementioned intangible assets for the KTS and Sigma & Omega acquisitions as a critical audit matter because of the significant estimates and assumptions management makes to determine the fair value these assets.

intangible assets acquired, as well as when performing audit procedures to evaluate the reasonableness of management's forecast of future revenue growth rates and profit margins and the selection of the discount rate for the customer relationships and contracts, technology, and trademarks intangible assets as well as the selection of the royalty rate for the trademarks and technology intangible assets.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the valuation of the real and personal property and intangible assets acquired as part of the Ingénia acquisition included the following, among others:

• We tested the design and operating effectiveness of controls over management’s purchase price allocation procedures, including controls over the assumptions used in the cost and income approach for Real and Personal Property and Intangible Assets, respectively, and reviewing the work of management's third-party specialists.

• With the assistance of our fair value specialists, and in respect to the Real and Personal Property acquired, we evaluated the reasonableness of the valuation methodology and the cost to replace or reproduce comparable assets and developed a range of independent estimates and compared to those used by management.

• We evaluated management’s ability to accurately forecast projected revenue growth rates and profit margins by comparing actual results to management’s acquisition date forecasts used in the income approach for Intangible Assets.

• We evaluated the reasonableness of management’s forecasts used in the income approach for Intangible Assets by comparing the forecasts to:

Our audit procedures related to the valuation of the intangible assets acquired as part of the KTS and Sigma & Omega acquisitions included the following, among others:

• We tested the design and operating effectiveness of controls over management’s purchase price allocation procedures, including controls over forecasts of future cash flows based on estimates of revenue growth rates, profit margins and the determinations of the discount rates, as well as the determination of royalty rates for trademarks and technology.

• We evaluated management’s ability to accurately forecast projected revenue growth rates and profit margins by comparing actual results to management’s acquisition date forecasts.

• We evaluated the reasonableness of management’s forecasts by comparing the forecasts to:

– Historical results;

– Third-party economic research, industry performance, and peer company performance.

• With the assistance of our fair value specialists, and in respect to the Intangible Assets acquired, we evaluated the reasonableness of the valuation methodology, the discount rates, and the royalty rates by performing certain procedures, that included:

• With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology, the discount rates, and the royalty rates by performing certain procedures, that included:

– Testing the source information underlying the determination of the discount rate and royalty rate and the mathematical accuracy of the calculation;

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Selling, general and administrative 477.6 414.6 394.4

Intangible amortization 64.5 43.9 28.5

Impairment of goodwill and intangible assets — — 13.4

Selling, general and administrative — intangible amortization 87.4 64.5 43.9

Special charges, net 1.1 3.6 0.8

Other operating expense, net 8.4 9.0 74.9

Impairment of intangible assets 0.7 — —

Other operating expense 0.5 8.4 9.0

Operating income 350.4 308.3 221.9

Other expense, net ( 9.3 ) ( 10.1 ) ( 15.2 )

Other income (expense), net 8.5 ( 9.3 ) ( 10.1 )

Interest expense ( 48.1 ) ( 45.7 ) ( 27.2 )

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and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Comprehensive Income

(in millions)

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( 2.2 ) ( 2.3 ) ( 3.0 )

Net unrealized gains (losses) on qualifying cash flow hedges, net of tax (provision) benefit of $ 1.1 , $ 1.9 , and $( 3.6 ) in 2024, 2023 and 2022, respectively

Net unrealized losses on qualifying cash flow hedges, net of tax benefit of $ 0.7 , $ 1.1 , and $ 1.9 in 2025, 2024 and 2023, respectively

( 2.6 ) ( 3.1 ) ( 5.3 )

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Other comprehensive income (loss), net 36.9 ( 37.5 ) 3.6

Total comprehensive income (loss) $ 163.0 $ 93.5 $ ( 6.2 )

Total comprehensive income $ 280.9 $ 163.0 $ 93.5

The accompanying notes are an integral part of these statements.

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Net income — — 89.9 — — 89.9

Other comprehensive loss, net — — — ( 6.4 ) — ( 6.4 )

Other comprehensive income, net — — — 3.6 — 3.6

Incentive plan activity — 13.8 — — — 13.8

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Restricted stock unit vesting — ( 11.9 ) — — 6.6 ( 5.3 )

Common stock repurchases — — — — ( 33.7 ) ( 33.7 )

Balance at December 31, 2023

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Net income — — 200.5 — — 200.5

Other comprehensive income, net — — — 3.6 — 3.6

Other comprehensive loss, net — — — ( 37.5 ) — ( 37.5 )

Incentive plan activity — 21.1 — — — 21.1

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Net income — — 244.0 — — 244.0

Other comprehensive loss, net — — — ( 37.5 ) — ( 37.5 )

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

— 551.1 — — — 551.1

Other comprehensive income, net — — — 36.9 — 36.9

Incentive plan activity 0.1 17.0 — — — 17.1

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Adjustments to reconcile income from continuing operations to net cash from (used in) operating activities

Loss on divestiture of asbestos-related assets and liabilities — — 73.9

Special charges, net 1.1 3.6 0.8

(Gain) loss on change in fair value of equity security 4.2 ( 3.6 ) 3.0

(Gain) loss on change in value of equity security ( 23.0 ) 4.2 ( 3.6 )

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

Impairment of goodwill and intangible assets — — 13.4

Amortization of compensation expense related to acquisition (Refer to Note 4) 24.2 — —

Impairment of intangible assets 0.7 — —

Deferred and other income taxes 26.1 ( 15.1 ) ( 25.2 )

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Long-term incentive compensation 16.7 15.0 13.4

Other, net ( 8.7 ) ( 5.9 ) 0.5

Contribution to divest asbestos-related assets and liabilities — — ( 138.8 )

Other, net, including allowance for doubtful accounts 2.9 ( 8.7 ) ( 5.9 )

Changes in operating assets and liabilities, net of effects from acquisitions and divestitures:

Accounts receivable and other assets ( 81.8 ) 2.1 30.6

Contribution related to employee retention agreements from acquisition (Refer to Note 4) ( 46.5 ) — —

Inventories 2.8 9.1 ( 3.1 )

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Cash spending on restructuring actions ( 1.8 ) ( 1.6 ) ( 0.1 )

Net cash from (used in) continuing operations 313.1 243.8 ( 115.2 )

Net cash from continuing operations 335.6 313.1 243.8

Net cash used in discontinued operations ( 2.3 ) ( 27.2 ) ( 35.3 )

Net cash from (used in) operating activities 285.9 208.5 ( 136.8 )

Net cash from operating activities 333.3 285.9 208.5

Cash flows from (used in) investing activities:

Proceeds/borrowings related to company-owned life insurance policies, net 41.9 0.7 3.7

Proceeds from asset sales and other, net 3.6 — —

Proceeds/borrowings (repayments) related to company-owned life insurance policies, net ( 23.9 ) 41.9 0.7

Proceeds from asset sales and other — 3.6 —

Business acquisitions, net of cash acquired ( 445.0 ) ( 292.0 ) ( 547.0 )

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Repayments under trade receivables agreement ( 289.0 ) ( 279.0 ) ( 162.0 )

Net repayments under other financing arrangements ( 1.2 ) ( 0.4 ) ( 0.8 )

Payment of contingent consideration — — ( 1.3 )

Net borrowings (repayments) under other financing arrangements 0.1 ( 1.2 ) ( 0.4 )

Minimum withholdings paid on behalf of employees for net share settlements, net of proceeds from the exercise of employee stock options and other ( 7.4 ) 0.9 ( 1.3 )

Repurchases of common stock — — ( 33.7 )

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

Financing fees paid ( 4.7 ) ( 2.6 ) ( 1.3 )

Net cash from (used in) continuing operations 53.1 309.6 ( 39.9 )

Net cash from discontinued operations — — 1.0

Net cash from (used in) financing activities 53.1 309.6 ( 38.9 )

Net cash from continuing operations 425.5 53.1 309.6

Net cash from (used in) discontinued operations — — —

Net cash from financing activities 425.5 53.1 309.6

Change in cash and equivalents due to changes in foreign currency exchange rates 6.8 2.0 ( 0.1 )

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Unless otherwise indicated, amounts provided in these Notes pertain to continuing operations only (see Note 4 for information on discontinued operations).

Merger and Consummation of Holding Company Reorganization — As of August 15, 2022, SPX Technologies, Inc.

(“SPX”, “our”, “we”, or the “Company”) 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.

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

Principles of Consolidation — The consolidated financial statements include our accounts prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) after the elimination of intercompany transactions.

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All of our VIEs are immaterial, individually and in aggregate, to our consolidated financial statements.

Shift Away from the Power Generation Markets — 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.

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

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

Sale of Transformer Solutions Business — On October 1, 2021, we completed the sale of SPX Transformer Solutions, Inc.

(“Transformer Solutions”) pursuant to the terms of the Stock Purchase Agreement dated June 8, 2021 with GE-Prolec Transformers, Inc.

(the “Purchaser”) and Prolec GE Internacional, S.

Historically, Transformer Solutions’ operations had a significant impact on our consolidated financial results, with revenues totaling approximately 25 % of our consolidated revenues.

As we no longer have a consequential presence in the power transmission and distribution markets, and given Transformer Solutions' significance to our historical consolidated financial results, we concluded that the sale of Transformer Solutions represents a strategic shift.

Accordingly, we have classified the business as a discontinued operation in the accompanying consolidated financial statements.

During 2022, we agreed to the final adjustment of the purchase price which resulted in a payment to the Purchaser of $ 13.9 and an increase to the gain on sale of $ 0.2 recorded to “Loss on disposition of discontinued operations, net of tax.”

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

In connection with the divestiture (the “Asbestos Portfolio Sale”), we contributed $ 138.8 in cash to the divested subsidiaries, financed with cash on hand;

while Canvas made a capital contribution to the divested subsidiaries of $ 8.0 .

The divestiture resulted in a loss of $ 73.9 , recorded to “Other operating expense, net,” which includes the write-off of certain deferred income tax assets recorded by the divested subsidiaries.

The divested subsidiaries have agreed to indemnify us and our affiliates for their asbestos-related liabilities, which encompassed all of our consolidated asbestos-related liabilities and contingent liabilities

immediately prior to the divestiture.

These indemnification obligations are not subject to any cap or time limitation.

As a result of this transaction, all asbestos obligations and liabilities and related insurance assets have been removed from our consolidated balance sheets effective November 12, 2022.

The board of managers of the divested subsidiaries each received a solvency opinion from an independent advisory firm that the divested subsidiaries were solvent after giving effect to the Asbestos Portfolio Sale.

The agreement for the Asbestos Portfolio Sale contains customary representations and warranties with respect to the divested subsidiaries, the Company, and Canvas.

Pursuant to the agreement, the Company and Canvas will each indemnify the other for breaches of representation and warranties or breaches of covenants, subject to certain limitations as set forth in the agreement.

Refer to Note 4 for additional details.

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.

Acquisitions in 2025:

• KTS - On January 27, 2025, we completed the acquisition of Kranze Technology Solutions, Inc.

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

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.

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

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

• Sigma & Omega - On April 15, 2025, we completed the acquisition of Sigma Heating and Cooling and Omega Heat Pump (“ Sigma & Omega ”) which specialize 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.

We purchased Sigma & Omega for cash consideration of $ 143.3 , net of (i) an adjustment to the purchase price of $ 0.3 received during the fourth quarter of 2025 related to acquired working capital and (ii) cash acquired of $ 0.2 .

The acquisition was financed primarily through cash on hand, supplemented by borrowings on our revolving credit facilities under our senior credit facilities.

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

Acquisitions in 2024:

• Ingénia - On February 7, 2024, we completed the acquisition of Ingénia Technologies Inc.

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The post-acquisition operating results of ASPEQ are reflected within our HVAC reportable segment.

Acquisitions in 2022:

• ITL - 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.

We purchased ITL for cash proceeds of $ 40.4 , net of (i) an adjustment to the purchase price received during 2022 of $ 1.4 related to acquired working capital and (ii) cash acquired of $ 1.1 .

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

The assets acquired and liabilities assumed in the Sigma & Omega transaction have been recorded at estimates of fair value as determined by management, based on information available and assumptions as to future operations and are subject to change, primarily for the final assessment and valuation of certain judgmental reserves.

Foreign Currency Translation and Transactions — The financial statements of our foreign subsidiaries are translated into U.S.

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Gains and losses on foreign currency translations are reflected as a separate component of stockholders' equity and other comprehensive income/loss.

Foreign currency transaction gains and losses, as well as gains and losses related to foreign currency forward contracts, are included in “Other expense, net,” with the related net gains (losses) totaling $ 0.8 , $( 0.9 ), and $( 1.1 ) in 2024, 2023, and 2022, respectively.

Foreign currency transaction gains and losses, as well as gains and losses related to foreign currency forward contracts, are included in “Other income (expense), net,” with the related net gains (losses) totaling $( 2.5 ), $ 0.8 , and $( 0.9 ) in 2025, 2024, and 2023, respectively.

Cash Equivalents — We consider highly liquid money market investments with original maturities of three months or less at the date of purchase to be cash equivalents.

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Interest is capitalized on significant construction or installation projects.

No interest was capitalized during 2024, 2023, or 2022.

We capitalized interest of $ 0.4 in 2025, with no interest capitalized in 2024 or 2023.

Pension and Postretirement — We recognize changes in the fair value of plan assets and actuarial gains and losses in earnings during the fourth quarter of each year, unless earlier remeasurement is required, as a component of net periodic benefit expense/income and, accordingly, recognize the effects of plan investment performance, interest rate changes, and changes in actuarial assumptions as a component of earnings in the year in which they occur.

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Company-owned Life Insurance Policies — The Company has 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 within “Other expense, net” within our consolidated statements of operations.

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

The Company has the ability to borrow against a portion of its investments in the COLI policies as an additional source of liquidity.

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

Such borrowings were primarily used to pay down amounts payable under the revolving credit facility.

The amounts borrowed incur interest at a weighted-average rate of 5.3 %.

The cash surrender value of the Company’s investments in COLI assets, net of aforementioned borrowing, was $ 36.2 and $ 76.7 at December 31, 2024 and 2023, respectively, recorded in “Other assets” on the consolidated balance sheets.

Such borrowings were used to pay down amounts payable under the revolving credit facility.

During 2025, the Company repaid the then-outstanding borrowings totaling $ 37.4 , inclusive of accrued interest.

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

At December 31, 2025, we had capacity to borrow approximately $ 34.0 against the policies.

The cash surrender value of the Company’s investments in COLI assets, net of any aforementioned borrowing, was $ 60.3 and $ 36.2 at December 31, 2025 and 2024, respectively, recorded in “Other assets” on the consolidated balance sheets.

Income Taxes — We account for income taxes based on the requirements of the Income Taxes Topic of the Codification, which includes an estimate of the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns.

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Acquisitions — We record acquisitions that meet the definition of a business combination using the acquisition method of accounting.

We include the operating results of acquired entities from their respective dates of acquisition and recognize and measure the identifiable assets acquired, liabilities assumed, including contingent consideration as of the acquisition date, at fair value.

The fair value of the identifiable intangible assets has been estimated using the multi-period excess earnings method (customer relationships and contracts and backlog) and relief-from-royalty-method (trademarks and technology).

Significant model inputs using the multi-period excess earnings method include economic life, estimated future revenue growth rates, expenses based on historical results and forecasts, and a discount rate based on a weighted average cost of capital.

Significant model inputs to the relief-from-royalty-method include estimated future revenue growth rates, economic life, an estimated royalty rate, and a discount rate based on a weighted average cost of capital.

The weighted average cost of capital was determined based on a market participant capital structure, cost of capital, inherent business risk profile and long-term growth expectations.

The excess, if any, of total consideration transferred in a business combination over the fair value of identifiable assets acquired and liabilities assumed is recognized as goodwill.

Costs incurred as a result of a business combination, other than costs related to the issuance of debt or equity securities, are recorded in the period the costs are incurred.

Additionally, at each reporting period, contingent consideration is remeasured to fair value, with changes recorded in “Other operating expense, net” within our consolidated statements of operations.

Additionally, at each reporting period, contingent consideration is remeasured to fair value, with changes recorded in “Other operating expense” within our consolidated statements of operations.

Long-Lived Assets and Intangible Assets Subject to Amortization — We continually review whether events and circumstances subsequent to the acquisition of any long-lived assets, including intangible assets subject to amortization, have occurred that indicate the remaining estimated useful lives of those assets may warrant revision or that the remaining balance of those assets may not be fully recoverable.

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Our qualitative evaluation is an assessment of factors, including reporting unit-specific operating results, as well as industry, market, and general economic conditions.

Our quantitative analysis of the fair value of reporting units is based generally on discounted projected cash flows, but we also consider factors such as comparable industry price multiples.

We employ cash flow projections that we believe to be reasonable under current and forecasted circumstances, the results of which form the basis for making judgments about the carrying values of the reported net assets of our reporting units.

Our quantitative analysis of the fair value of reporting units is based on discounted projected cash flows (an income approach), but we also consider market-adjusted multiples of earnings and revenue (a market approach) and similar transaction multiples (also a market approach).

We employ cash flow projections that we believe are reasonable under current and forecasted circumstances, the results of which form the basis for making judgments about the carrying values of the reported net assets of our reporting units.

Many of our businesses closely follow changes in the industries and end markets that they serve.

Accordingly, we consider estimates and judgments that affect the future cash flow projections, including principal methods of competition, such as volume, price, service, product performance and technical innovations, as well as estimates associated with cost reduction initiatives, capacity utilization and assumptions for inflation and foreign currency changes.

The market-adjusted multiple-of-earnings-and-revenue approach reflects the market’s expectations for future growth and risk while the similar-transaction-multiples method considers prices paid in similar transactions that have recently occurred in our industries or in related industries.

Under the income approach, we project cash flows for a period of 5 to 10 years.

Under the market approaches, we used multiples of earnings before interest, taxes, depreciation and amortization or revenues based on the market information of comparable companies.

Accrued Expenses — We make estimates and judgments in establishing accruals as required under GAAP.

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___________________________________________________________________

(1) Other consists of various items including, among other items, the current portion of our liabilities related to risk management matters, environmental remediation costs, and operating leases, as well as, accrued rebates, legal, interest and restructuring costs, none of which is individually material.

(1) Other consists of various items including the current portion of our liabilities related to risk management matters, environmental remediation costs, and operating leases, as well as, accrued rebates, legal, interest and restructuring costs, none of which is individually material.

Legal — We accrue for estimated losses from legal actions or claims when events exist that make the realization of the losses probable and they can be reasonably estimated.

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Risk Management Matters — We are subject to claims associated with risk management matters (e.g., product liability, general liability, automobile, and workers’ compensation claims).

The liabilities we record for these claims are based on a number of assumptions, including historical claims and payment experience and, prior to the Asbestos Portfolio Sale, with respect to asbestos claims, actuarial estimates of the future period during which additional claims were reasonably foreseeable.

Prior to the Asbestos Portfolio Sale, we also recorded insurance recovery assets associated with the asbestos product liability matters.

These assets represented amounts that we believe we were entitled to recover under agreements we had with insurance companies.

The assets we recorded for these insurance recoveries were based on a number of assumptions, including the continued solvency of the insurers, and our legal interpretation of our rights for recovery under the agreements we had with the insurers.

The liabilities we record for these claims are based on a number of assumptions, including historical claims and payment experience.

In addition, we are self-insured for certain of our workers’ compensation, automobile, product, general liability, disability and health costs, and we maintain adequate accruals to cover our retained liabilities.

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The following is a summary of new accounting pronouncements that apply or may apply to our business.

The London Interbank Offered Rate (“LIBOR”) was discontinued on June 30, 2023.

In an effort to address the various challenges created by such discontinuance, the FASB issued three amendments to existing guidance, Accounting Standards Update (“ASU”) No.

2021-01 and No.

2022-06, Reference Rate Reform.

The amended guidance is designed to provide relief from the accounting analysis and impacts that may otherwise be required for modifications to agreements (e.g., loans, debt securities, derivatives, etc.) necessitated by the reference rate reform.

It also provides optional expedients to enable companies to continue to apply hedge accounting to certain hedging relationships impacted by the reference rate reform.

Application of the guidance in the amendments is optional, is only available in certain situations, and is only available for companies to apply until December 31, 2024.

In conjunction with entering into an amended and restated credit agreement on August 12, 2022, we adopted this guidance with no material impact on our consolidated financial statements.

Refer to Note 13 for additional information on our credit agreements.

In November 2023, the FASB issued ASU No.

2023-07, which requires companies to disclose, on an interim and annual basis, significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as a

qualitative description of other segment expenses not disclosed.

In addition, ASU 2023-07 requires companies to disclose the title and position of the CODM and an explanation of how the CODM used the reported measures in assessing segment performance.

ASU 2023-07 is effective for fiscal years beginning January 1, 2024, and interim periods within fiscal years beginning January 1, 2025, and is applied retrospectively to all prior periods presented in these financial statements.

We adopted ASU 2023-07 during the fourth quarter of 2024, with no impact on our consolidated financial statements.

Refer to Note 7 for these and other disclosures related to our reportable segments.

In December 2023, the FASB issued ASU No.

2023-09, which requires companies to disclose, on an annual basis, specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

2023-09, which requires companies to disclose, on an annual basis, required categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

In addition, ASU 2023-09 requires companies to disclose additional information about income taxes paid.

ASU 2023-09 will be effective for annual periods beginning January 1, 2025 and will be applied on a prospective basis with the option to apply the standard retrospectively.

We are currently evaluating the disclosure impact of ASU 2023-09;

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

ASU 2023-09 is effective for annual periods beginning January 1, 2025 and has been applied on a prospective basis within these financial statements.

Refer to Note 12 for these and other disclosures related to income taxes.

In November 2024, the FASB issued ASU No.

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

(4) Acquisitions, Discontinued Operations, and the Asbestos Portfolio Sale

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 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.

In November 2025, the FASB issued ASU No.

2025-09, Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements, which simplifies and expands the application of hedge accounting by providing additional flexibility in the designation and measurement of hedging relationships, including hedges of forecasted transactions, interest rate risk, and certain derivative instruments.

ASU 2025-09 is effective for annual periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, and will be applied on a prospective basis, with early adoption permitted.

We are currently evaluating the impact of ASU 2025-09 on our consolidated financial position, results of operations and cash flows.

In December 2025, the FASB issued ASU No.

2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities, which establishes authoritative GAAP guidance for the recognition, measurement, presentation, and disclosure of government grants received by business entities, reducing diversity in practice and enhancing consistency in financial reporting.

ASU 2025-10 is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods, and allows multiple transition methods, including modified prospective, modified retrospective, and retrospective application, with early adoption permitted.

We are currently evaluating the impact of ASU 2025-10 on our consolidated financial position, results of operations and cash flows.

(4) Acquisitions and Discontinued Operations

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

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

As indicated in Note 1, on April 3, 2023 and March 31, 2022 we completed the acquisitions of TAMCO and ITL, respectively.

During 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.

As indicated in Note 1, on April 15, 2025 and April 3, 2023 we completed the acquisitions of Sigma & Omega and TAMCO, respectively.

The pro forma effects of these acquisitions are not material to our consolidated results of operations.

Acquisition of Sigma & Omega

As indicated in Note 1, on April 15, 2025, we completed the acquisition of Sigma & Omega for cash consideration of $ 143.3 , net of (i) an adjustment to the purchase price of $ 0.3 received during the fourth quarter of 2025 related to acquired working capital and (ii) cash acquired of $ 0.2 .

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

The following is a summary of the recorded preliminary fair values of the assets acquired and liabilities assumed for Sigma & Omega as of April 15, 2025:

Assets acquired:

Current assets, including cash and equivalents of $ 0.2

Property, plant and equipment 1.3

Goodwill 76.1

Intangible assets 77.6

Other assets 1.2

Total assets acquired 173.3

Current liabilities assumed 9.3

Non-current liabilities assumed (1)

Net assets acquired $ 143.5

___________________________

(1) Includes net deferred income tax liabilities and other liabilities of $ 19.9 and $ 0.6 , respectively.

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

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 gross receivables of $ 9.6 , which had a fair value of $ 9.2 at the acquisition date based on our estimates of cash flows expected to be recovered.

The qualitative factors that comprise the recorded goodwill include expected domestic and global market growth for Sigma & Omega's existing operations, increased volumes achieved by selling Sigma & Omega products through existing SPX sales channels, procurement and operational savings and efficiencies, and various other factors.

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 $ 53.2 and $ 1.4 , respectively, for the year ended December 31, 2025, with the net loss impacted by charges during the year ended December 31, 2025 of $ 14.2 associated with amortization of the various intangible assets mentioned above, $ 0.8 of costs incurred for integration-related activities, 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 $ 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 2025 related to acquired working capital.

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

The excess of the purchase price over the total of the fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill.

In connection with the acquisition of KTS, and as required by the acquisition agreement, we assumed employee retention agreements with certain employees, totaling $ 46.5 , that include future service obligations.

In the event employees forfeit any amounts under the terms of the agreements, such amounts are due to the seller of KTS.

We funded the amounts related to these retention agreements through a reduction in the purchase price, with $ 46.5 paid into an escrow account at the time of the acquisition closing, as required by the acquisition agreement.

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

During the year ended December 31, 2025, we recognized compensation costs of $ 24.2 which have been recorded to “Selling, general and administrative” within our consolidated statements of operations, related to such retention agreements.

The remaining deferred compensation assets of $ 11.4 and $ 10.9 are recorded within “Other current assets” and “Other assets”, respectively, within our consolidated balance sheet as of December 31, 2025.

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

Assets acquired:

Current assets (1)

Property, plant and equipment 5.6

Goodwill 104.4

Intangible assets 164.5

Other assets (1)

Total assets acquired 360.9

Current liabilities assumed 16.5

Non-current liabilities assumed 4.4

Net assets acquired $ 340.0

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(1) Includes $ 26.2 and $ 20.3 within “Current assets” and “Other assets”, respectively, for deferred compensation assets related to the employee retention agreements discussed previously.

The identifiable intangible assets acquired consist of technology, customer relationships and contracts, trademarks, and customer backlog of $ 79.8 , $ 70.7 , $ 6.7 , and $ 7.3 , respectively, with such amounts based on an assessment of the related fair values.

We expect to amortize the technology, customer relationships and contracts, trademarks, and customer backlog assets over 12.0 , 15.0 , 9.0 , and 2.0 years, respectively.

We acquired gross receivables of $ 7.2 , which had the same fair value at the acquisition date based on our estimates of cash flows expected to be recovered.

The qualitative factors that comprise the recorded goodwill include expected domestic and global market growth for KTS's existing operations, increased volumes achieved through product synergies with existing SPX businesses, procurement and operational savings and efficiencies, and various other factors.

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

We recognized revenues and a net loss for KTS of $ 85.3 and $ 12.7 , respectively, for the year ended December 31, 2025, with the net loss impacted by charges during the year ended December 31, 2025 of (i) $ 24.2 for amortization of compensation costs related to acquired retention agreements, (ii) $ 18.4 associated with amortization of the various intangible assets mentioned above, (iii) $ 1.4 associated with the excess fair value (over historical cost) of inventory acquired which was subsequently sold, and (iv) $ 1.2 of costs incurred for integration-related activities.

Acquisition of Ingénia

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The excess of the purchase price over the total of the estimated fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill.

In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for Ingénia, we engaged a third-party independent valuation specialist.

The following is a summary of the recorded final fair values of the assets acquired and liabilities assumed for Ingénia as of February 7, 2024:

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Net assets acquired $ 293.5

The identifiable intangible assets acquired consis t of technology, customer relationships, 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.

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 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.

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

We recognized revenues and net income for Ingénia of $ 72.6 and $ 15.9 , respectively, for the year ended December 31, 2024, with the net income impacted by charges during the year ended December 31, 2024 of $ 18.6 associated with amortization of the various intangible assets mentioned above and $ 1.8 associated with the excess fair value (over historical cost) of inventory acquired which was subsequently sold.

During the year ended December 31, 2024, we incurred acquisition-related costs for Ingénia of $ 3.6 which have been recorded to “Selling, general and administrative” within our consolidated statements of operations and “Corporate expense” within consolidated operating income, as further described in Note 7.

We recognized revenues and net income for Ingénia of $ 72.6 and $ 15.9 , respectively, for the year ended December 31, 2024, with the net income impacted by charges during the year ended December 31, 2024 of (i) $ 18.6 associated with amortization of the various intangible assets mentioned above, (ii) $ 1.8 associated with the excess fair value (over historical cost) of inventory acquired which was subsequently sold, and (iii) $ 2.8 of costs incurred for integration-related activities.

Acquisition of ASPEQ

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We financed the acquisition with available cash and borrowings under our senior credit facilities.

The excess of the purchase price over the total of the estimated fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill.

In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for ASPEQ, we engaged a third-party independent valuation specialist.

The excess of the purchase price over the total

of the estimated fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill.

The following is a summary of the recorded final fair values of the assets acquired and liabilities assumed for ASPEQ as of June 2, 2023:

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We recognized revenues and net income for ASPEQ of $ 63.9 and $ 3.6 , respectively, for the year ended December 31, 2023, with the net income impacted by charges during the year ended December 31, 2023 of (i) $ 13.2 associated with amortization of the various intangible assets mentioned above and (ii) $ 3.6 associated with the excess fair value (over historical cost) of inventory acquired which was subsequently sold.

During the year ended December 31, 2023, we incurred acquisition-related costs for ASPEQ of $ 5.4 , which have been recorded to “Selling, general and administrative” within our consolidated statements of operations and “Corporate expense” within consolidated operating income, as further described in Note 7.

The following unaudited pro forma information presents our consolidated results of operations for the years ended December 31, 2024, 2023, and 2022, respectively, as if the acquisitions of Ingénia and ASPEQ had taken place on January 1, 2023 and January 1, 2022, respectively.

During the years ended December 31, 2025, 2024 and 2023 we incurred acquisition and integration-related other costs for ASPEQ, Ingénia, KTS, and Sigma & Omega of $ 32.7 , $ 10.6 and $ 9.3 , respectively.

In addition, we recorded these amounts as shown below within consolidated operating income in Note 7.

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

Year ended December 31,

Affected line item in Note 7 2025 2024 2023

Corporate expense $ 4.2 $ 4.5 $ 5.2

Acquisition and integration-related costs 28.5 6.1 4.1

Consolidated operating income $ 32.7 $ 10.6 $ 9.3

The following unaudited pro forma information presents our consolidated results of operations for the years ended December 31, 2025, 2024, and 2023, as if the acquisitions of KTS, Ingénia, and ASPEQ had taken place on January 1, 2024, January 1, 2023 and January 1, 2022, respectively.

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

The pro forma results include estimates and assumptions that management believes are reasonable;

however, these results do not include any anticipated cost savings or expenses of the integration of Ingénia and ASPEQ.

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 and intangible assets, 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 during 2023 for Ingénia and 2022 for ASPEQ, and the related income tax effects.

however, these results do not include any anticipated cost savings or expenses of the integration of KTS, Ingénia, and ASPEQ.

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 during 2024 for KTS, 2023 for Ingénia, and 2022 for ASPEQ, and the related income tax effects.

Years ended December 31,

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Revenues $ 2,267.8 $ 2,079.1 $ 1,852.6

Income (loss) from continuing operations 210.9 127.5 ( 3.8 )

Net income (loss) 209.6 72.7 ( 23.4 )

Income (loss) from continuing operations per share of common stock:

Income from continuing operations 262.9 175.3 127.5

Net income 261.4 174.0 72.7

Income from continuing operations per share of common stock:

Basic $ 5.50 $ 3.80 $ 2.80

Diluted $ 5.42 $ 3.72 $ 2.74

Net income (loss) per share of common stock:

Net income per share of common stock:

Basic $ 5.47 $ 3.77 $ 1.60

Diluted $ 5.39 $ 3.70 $ 1.56

Sale of Transformer Solutions Business

As mentioned in Note 1, during 2022, we agreed to the final adjustment of the purchase price related to our previously disposed Transformers Solutions business, which resulted in a payment to the Purchaser of $ 13.9 and an increase to the gain on sale of $ 0.2 recorded to “Loss on disposition of discontinued operations, net of tax” for the year ended December 31, 2022.

Wind-Down of DBT Business

As discussed in Note 1, we completed the wind-down of our DBT business after ceasing all operations, including those related to two large power projects in South Africa (Kusile and Medupi), in the fourth quarter of 2021.

We completed the wind-down of the business of our DBT Technologies (PTY) LTD (“DBT”) subsidiary after it ceased all operations, including those related to two large power projects in South Africa (Kusile and Medupi), in the fourth quarter of 2021.

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

As previously disclosed, DBT had asserted claims against the remaining prime contractor on two large projects, Mitsubishi Heavy Industries Power — ZAF (f.k.a.

Mitsubishi-Hitachi Power Systems Africa (PTY) LTD) (“MHI”), of approximately South African Rand 1,000.0 (or $ 53.2 ) and MHI had asserted, or issued letters of intent to claim for, alleged damages against DBT.

Although it was reasonably possible that some loss may have been incurred in connection with these claims (which totaled approximately South African Rand 2,815.2 or $ 149.7 ), we were unable to estimate the potential loss or range of potential loss associated with these claims due to the (i) lack of support provided by MHI for these claims;

(ii) complexity of contractual relationships between the end customer, MHI, and DBT;

(iii) legal interpretation of the contract provisions and application of South African law to the contracts;

and (iv) unpredictable nature of any dispute resolution processes that had occurred or may have occurred in connection with these claims.

Although we had experienced success in enforcing and defending our rights through the dispute resolution process over the past few years (including the matters mentioned below), we had invested, and would have continued to invest, significant management and financial resources to defend and pursue these matters.

On September 5, 2023, DBT and SPX entered into an agreement with MHI to resolve all claims between the parties with respect to the two large power projects in South Africa (the “Settlement Agreement”).

On September 5, 2023, DBT and SPX entered into an agreement with Mitsubishi Heavy Industries Power — ZAF (f.k.a.

Mitsubishi-Hitachi Power Systems Africa (PTY) LTD) (“MHI”) to affect the negotiated resolution of all claims between the parties with respect to the two large power projects in South Africa (the “Settlement Agreement”).

The Settlement Agreement provides for full and final settlement and mutual release of all claims between the parties with respect to the projects, including any claim against SPX Technologies, Inc.

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In connection with the Settlement Agreement, we incurred a charge, net of tax, of $ 54.2 during the third quarter of 2023.

The charge included

the write-off of $ 15.2 in net amounts due from MHI.

The charge included the write-off of $ 15.2 in net amounts due from MHI.

Such charge is included in “Loss on disposition of discontinued operations, net of tax” for the year ended December 31, 2023.

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Cash and equivalents $ 2.0 $ 4.4

Accounts receivable, net — 0.4

Other current assets (1)

Property, plant and equipment:

Buildings and leasehold improvements — 0.2

Machinery and equipment — 0.5

Accumulated depreciation — ( 0.6 )

Property, plant and equipment, net — 0.1

Total assets of DBT $ 5.8 $ 7.8

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

(2) At December 31, 2023, the balance included DBT ’ s remaining obligation under the Settlement Agreement to make a payment to MHI of South African Rand 480.9 (or $ 26.2 at December 31, 2023), which was paid ($ 27.1 at the time of payment) during 2024.

In connection with this remaining obligation, we entered into a foreign currency forward contract which we designated and accounted for as a fair value hedge and 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 consolidated statement of cash flows for the year ended December 31, 2024.

Refer to Note 14 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

As discussed in Note 1, we completed the wind-down of our Heat Transfer business in the fourth quarter of 2020.

We completed the wind-down of our Heat Transfer business in the fourth quarter of 2020.

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 consolidated balance sheets as of December 31, 2025 and 2024.

The major line items constituting Heat Transfer’s assets and liabilities as of December 31, 2024 and 2023 are shown below:

December 31, 2024 December 31, 2023

Cash and equivalents $ 0.1 $ —

Other current assets 0.3 0.3

Other assets — 0.1

Total assets of Heat Transfer $ 0.4 $ 0.4

Accounts payable $ 0.1 $ 0.2

Total liabilities of Heat Transfer $ 0.1 $ 0.2

For the year ended December 31, 2025, Heat Transfer had total assets and liabilities of $ 0.3 and $ 0.0 , respectively.

For the year ended December 31, 2024, Heat Transfer had total assets and liabilities of $ 0.4 and $ 0.1 , respectively.

For the years ended December 31, 2025, 2024 and 2023, results of operations from our businesses reported as discontinued operations were as follows:

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2025 2024 2023

Transformer Solutions

Loss from discontinued operations $ ( 1.5 ) $ ( 0.6 ) $ ( 69.0 )

$ — $ — $ ( 0.6 )

Income tax benefit — — 0.9

Income from discontinued operations, net — — 0.3

Loss from discontinued operations (2)

( 0.6 ) ( 69.0 ) ( 17.3 )

Income tax benefit (provision) — ( 0.1 ) 15.3

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________________________________________________

(1) Loss for the year ended December 31, 2022 resulted primarily from revisions to liabilities retained in connection with the disposition.

(1) Loss for the years ended December 31, 2025 and 2024 related primarily to costs incurred to support DBT through the subcontractor liquidation process mentioned above.

Loss for the year ended December 31, 2023 resulted primarily from the charge, and related income tax impacts, recorded in connection with the Settlement Agreement referred to above and legal costs incurred in connection with the various dispute resolution matters.

This loss for the year ended December 31, 2023 was partially offset by arbitration awards received, which are discussed above.

Loss for the year ended December 31, 2022 resulted primarily from legal costs incurred in connection with various dispute resolution matters prior to the Settlement Agreement.

(3) Loss for the years ended December 31, 2024, 2023, and 2022 resulted primarily from revisions to liabilities, including income tax liabilities, retained in connection with prior dispositions and, for the year ended December 31, 2022, asbestos-related charges for businesses previously disposed of.

(2) Loss for the years ended December 31, 2024 and 2023 resulted primarily from revisions to liabilities, including income tax liabilities, retained in connection with prior dispositions.

Changes in estimates associated with liabilities retained in connection with a business divestiture (e.g., income taxes) may occur.

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

Agreement, partially offset by $ 2.0 from the foreign currency forward contract mentioned above.

Net cash used in discontinued operations for the year ended December 31, 2024 related primarily to the final cash payment of South African Rand 480.9 ($ 27.1 at time of payment) made by DBT to MHI during 2024 in connection with the Settlement Agreement, partially offset by $ 2.0 from the foreign currency forward contract we had entered into, and designated and accounted for as a fair value hedge, that matured at the time of final payment to MHI.

Net cash used in discontinued operations for the year ended December 31, 2023 related primarily to (i) cash payments of $ 25.3 made by DBT to MHI during 2023 in connection with the Settlement Agreement, and (ii) disbursements of $ 14.7 for professional fees and support costs incurred principally in connection with the claims resolved by the Settlement Agreement, partially offset by recovery of legal costs we were awarded in arbitration proceedings between DBT and MHI of $ 6.8 mentioned above.

Net cash used in discontinued operations for the year ended D ecember 31, 2022 related primarily to (i) disbursements for professional fees incurred in connection with the claims activities related to the large power projects in South Africa prior to the Settlement Agreement, (ii) disbursements related to asbestos product liability matters, (iii) a payment of $ 13.9 to the buyer of Transformer Solutions related to the settlement of the final working capital balances for the business, and (iv) disbursements for liabilities retained in connection with dispositions, including fees associated with the sale of Transformer Solutions.

These disburseme nts were partially offset by proceeds from stock options exercised of $ 1.0 .

Asbestos Portfolio Sale

As indicated in Note 1, we completed the Asbestos Portfolio Sale on November 1, 2022.

Below is a summary of the impact of the Asbestos Portfolio Sale, including the loss on sale, on our 2022 consolidated financial statements:

Cash contribution

Assets divested:

Accounts receivable, net ( 5.0 )

Other current assets ( 50.0 )

Other assets ( 420.3 )

Deferred tax assets ( 27.0 )

Liabilities divested:

Accrued liabilities

Other long-term liabilities

Loss on Asbestos Portfolio Sale, before transaction costs ( 69.2 )

Transaction costs

Loss on Asbestos Portfolio Sale

(5) Revenues from Contracts

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As a practical expedient, we do not disclose performance obligations (i) that are part of a contract that has an original expected duration of less than one year and/or (ii) where our right to consideration corresponds directly to the value transferred to the customer.

Performance obligations for contracts with an original duration in excess of one year that have yet to be satisfied as of the end of a period primarily relate to our aids to navigation systems, communication technologies products, large process cooling systems, as well as certain of our transportation systems.

Performance obligations for contracts with an original duration in excess of one year that have yet to be satisfied as of the end of a period primarily relate to our communication technologies products, large process cooling systems, as well as certain of our transportation systems.

As of December 31, 2025, the aggregate amount allocated to remaining performance obligations, after the effect of practical expedients, was $ 183.3 .

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If actual results vary from our estimates, we will adjust these estimates, which would affect revenue and earnings, in the period such variances become known.

We did not recognize a significant amount of revenue related to performance obligations satisfied (or partially satisfied) in prior periods, including changes in transaction price.

As noted above, the nature of our contracts gives rise to several types of variable consideration, including unapproved change orders and claims.

We include in our contract estimates additional revenue for unapproved change orders or claims against the customer when we believe we have an enforceable right to the unapproved change order or claim, the amount can be reliably estimated, and the above criteria have been met.

In evaluating these criteria, we consider the contractual/legal basis for the claim, the cause of any additional costs incurred, the reasonableness of those costs, and the objective evidence available to support the claim.

We consider the contractual/legal basis for the claim, the cause of any additional costs incurred, the reasonableness of those costs, and the objective evidence available to support the claim.

These estimates are also based on historical award experience.

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Certain of our businesses offer extended warranties, which are considered separate performance obligations.

Contract Costs - We have elected to apply the practical expedient provided under ASC 606 which allows an entity to expense incremental costs of obtaining or fulfilling a contract when incurred if the amortization period of the asset that the entity otherwise would have recorded is one year or less.

otherwise would have recorded is one year or less.

Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of products sold.

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Nature of Goods and Services, Satisfaction of Performance Obligations, and Payment Terms

Our HVAC product lines include package and process cooling equipment and services, residential and commercial boilers, electrical heating and ventilation products, and engineered air movement and handling solutions.

Performance obligations for our HVAC product lines relate primarily to the delivery of equipment and components, construction and reconstruction of cooling

towers and other components, and providing installation, replacement/spare parts and various other services.

Our HVAC product lines include package and process cooling equipment and services, hydronic heating, electrical heating and ventilation products, and engineered air movement and handling solutions.

Performance obligations for our HVAC product lines relate primarily to the delivery of equipment and components, construction and reconstruction of cooling towers and other components, and providing installation, replacement/spare parts and various other services.

Performance obligations related to equipment and components are satisfied at the time of shipment or delivery (i.e., control is transferred at a point in time).

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Performance obligations for maintenance and software subscription services are satisfied over time, with the related revenue recorded evenly throughout the contract service period as this method best depicts how control of the service is transferred.

Payment terms for equipment and components are typically 30 to 60 days after shipment or delivery, while payment for services typically occurs at completion for shorter-term engagements (less than three months in duration) and throughout the service period for longer-term engagements (generally greater than three months in duration).

These product lines have varying contract lengths ranging from one to eighteen months (with the longer term contracts generally associated with our aids to navigation systems, transportation systems, and communication technologies product lines), with the typical duration being one to three months .

Revenue from services was not significant (less than 10%) to our HVAC and Detection and Measurement reportable segments for all periods presented.

Customer prepayments, progress billings, and retention payments are customary for some of our longer-term contracts.

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Package and process cooling equipment and services, and engineered air movement and handling solutions $ 932.9 $ — $ 932.9

Boilers, electrical heating, and ventilation 480.7 — 480.7

Hydronic heating, electrical heating, and ventilation 585.3 — 585.3

Underground locators, inspection and rehabilitation equipment, and robotic systems — 255.9 255.9

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Major product lines

Package and process cooling equipment and services, and engineered air movement solutions $ 683.2 $ — $ 683.2

Boilers, electrical heating, and ventilation 439.1 — 439.1

Package and process cooling equipment and services, and engineered air movement and handling solutions $ 884.0 $ — $ 884.0

Hydronic heating, electrical heating, and ventilation 480.7 — 480.7

Underground locators, inspection and rehabilitation equipment, and robotic systems — 260.9 260.9

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Major product lines

Package and process cooling equipment and services, and engineered air movement solutions $ 537.0 $ — $ 537.0

Boilers, electrical heating, and ventilation 376.8 — 376.8

Package and process cooling equipment and services, and engineered air movement $ 683.2 $ — $ 683.2

Hydronic heating, electrical heating, and ventilation 439.1 — 439.1

Underground locators, inspection and rehabilitation equipment, and robotic systems — 264.1 264.1

10 unchanged sentences

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

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 December 31, 2025, 2024, and 2023:

Contract Balances December 31, 2024 December 31, 2023 Change

Contract Balances December 31, 2025 December 31, 2024 December 31, 2023 2025 versus 2024 Change 2024 versus 2023 Change

Contract Accounts Receivable (1)

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

During the year ended December 31, 2024, changes in contract balances were not materially impacted by any other factors besides the acquisition of Ingénia.

At December 31, 2024, Contract Account Receivables and current contract liabilities attributable to Ingénia were $ 17.1 and $ 0.1 , respectively.

During the year ended December 31, 2025 and 2024, changes in contract balances were significantly impacted by the acquisitions of KTS and Ingénia.

At December 31, 2025, Contract Account Receivables, contract assets, and current contract liabilities attributable to KTS were $ 16.4 , $ 5.3 , and $ 9.3 , respectively.

At December 31, 2024, Contract Accounts Receivable and current contract liabilities attributable to Ingénia were $ 17.1 and $ 0.1 , respectively.

In addition, at December 31, 2025, contract assets were impacted by significant progress made on projects during the fourth quarter of 2025 at our cooling products and aids to navigation businesses for which the billing milestones will occur in the first quarter of 2026 and contract liabilities increased significantly due to larger down payments received at our cooling products and air handling businesses to support higher backlog executing in 2026.

During 2025, we recognized revenues of $ 50.2 related to our contract liabilities at December 31, 2024.

During 2024, we recognized revenues of $ 54.4 related to our contract liabilities at December 31, 2023.

Summarized below is our policy under, as well as the various other disclosures required by, ASC 842.

2 unchanged sentences

We review if an arrangement is a lease at inception and conclude whether the contract contains an identified asset if we have the right to obtain substantially all the economic benefit and direct the use of the asset.

Operating leases with right-of-use (“ROU”) assets are reflected within “Other assets,” “Accrued expenses,” and “Other long-term liabilities” within our

consolidated balance sheets.

Operating leases with right-of-use (“ROU”) assets are reflected within “Other assets,” “Accrued expenses,” and “Other long-term liabilities” within our consolidated balance sheets.

Finance leases are included in “Property, plant and equipment,” “Current maturities of long-term debt,” and “Long-term debt.”

5 unchanged sentences

We have operating and finance leases for facilities, equipment, and vehicles.

Our leases have remaining lease terms of one year to 10 years, some of which include options to extend the leases for up to 5 years, and some of which include options to terminate the lease within one year .

Our leases have remaining lease terms of 1 year to 10 years, some of which include options to extend the leases for up to 5 years, and some of which include options to terminate the lease within one year .

We rent or sublease certain space within our facilities to third parties under operating leases, with the impact of these lease arrangements being immaterial to our consolidated financial statements.

The components of lease expense were as follows:

December 31, 2024 December 31, 2023

December 31, 2025 December 31, 2024 December 31, 2023

Operating lease cost (1)

8 unchanged sentences

Supplemental cash flow information related to leases is as follows:

December 31, 2024 December 31, 2023

December 31, 2025 December 31, 2024 December 31, 2023

Cash paid for amounts included in the measurement of lease liabilities:

6 unchanged sentences

Supplemental balance sheet information related to leases was as follows:

As of December 31,

Operating leases:

9 unchanged sentences

Total finance lease liabilities $ 1.1 $ 1.2

The weighted-average remaining lease terms (years) of our leases as of December 31, 2024 and December 31, 2023, were as follows:

The weighted-average remaining lease terms (years) of our leases as of December 31, 2025 and 2024, were as follows:

As of December 31,

Operating leases 6.1 5.8

1 unchanged sentence

The discount rate utilized to determine the present value of lease payments over the lease term is our incremental borrowing rate based on the information available at lease commencement date.

In developing the incremental borrowing rate, we considered the interest rate that reflects a term similar to the underlying lease term on a fully collateralized basis.

We concluded to apply the incremental borrowing rate at a consolidated portfolio level using a five-year term, as the results did not materially differ upon further stratification.

The weighted-average discount rate for our operating leases was 4.1 % and 3.2 % at December 31, 2024 and 2023, respectively, and finance leases was 4.9 % and 3.9 % at December 31, 2024 and 2023, respectively.

In developing the incremental borrowing rate, we consider the interest rate that reflects a term similar to the underlying lease term on a fully collateralized basis.

We apply the incremental borrowing rate at a consolidated portfolio level using a five-year term, as the results did not materially differ upon further stratification.

The weighted-average discount rate for our operating leases was 4.4 % and 4.1 % at December 31, 2025 and 2024, respectively, and finance leases was 4.9 % at December 31, 2025 and 2024.

The future minimum payments under our operating and finance leases were as follows as of December 31, 2025:

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Total $ 75.8 $ 1.1 $ 76.9

(7) Information on Reportable Segments

We are a global supplier of highly specialized, engineered solutions with operations in over 15 countries and sales in over 100 countries around the world.

(7) Information on Reportable Segments and Corporate Expense

We are a diversified, global supplier of highly specialized, engineered solutions with operations in 16 countries and sales in over 100 countries around the world.

In determining our reportable segments, we apply the threshold criteria of the Segment Reporting Topic of the Codification.

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The factors considered in determining our aggregated segments are the economic similarity of the businesses, the nature of products sold or services provided, production processes, types of customers, distribution methods, and regulatory environment.

Our CODM, the President and Chief Executive Officer, uses revenue and segment income to evaluate the results of each operating segment.

Our CODM, who is our President and Chief Executive Officer, uses segment income to evaluate the results of each operating segment.

Segment income 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.

There have been no changes in the basis of segmentation or measurement of segment income during 2025.

Our CODM assesses revenue and Segment Income performance in comparison to prior years, previously forecasted results, and anticipated/experienced market trends when determining how to allocate operating and capital resources.

The only significant segment expense categories reviewed by our CODM are total selling, general, and administrative expense and cost of products sold.

Our CODM assesses segment income performance in comparison to prior years, previously forecasted results, and anticipated/experienced market trends when determining how to allocate operating and capital resources.

The only significant segment expense categories reviewed by our CODM are total selling, general and administrative expense and cost of products sold (exclusive of intangible amortization expense).

Our CODM does not review asset or liability information for our operating segments as this information is not used to assess performance or allocate resources.

HVAC Reportable Segment

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

Our HVAC reportable segment engineers, designs, manufactures, installs and services 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.

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

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Financial data for our reportable segments for the years ended December 31, 2025, 2024, and 2023 were as follows:

Years Ended December 31,

2025 2024 2023

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Corporate expense 59.2 53.6 58.4

Acquisition-related and other costs (1)

Acquisition and integration-related costs (1)

Long-term incentive compensation expense 16.7 15.0 13.4

Amortization of acquired intangible assets (2)

Impairment of goodwill and intangible assets (2)

91.3 64.5 43.9

Impairment of intangible assets (3)

Special charges, net 1.1 3.6 0.8

Other operating expense, net (3)

Other operating expense (4)

Consolidated operating income 350.4 308.3 221.9

Other income (expense), net 8.5 ( 9.3 ) ( 10.1 )

Interest expense ( 48.1 ) ( 45.7 ) ( 27.2 )

Interest income 4.8 2.1 1.7

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

Income from continuing operations before income taxes $ 314.1 $ 255.4 $ 186.3

Capital expenditures:

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Detection and Measurement reportable segment 9.1 5.5 5.4

General corporate 0.6 0.9 1.2

Capital expenditures of reportable segments 92.0 37.4 23.0

Corporate 0.1 0.6 0.9

Total capital expenditures $ 92.1 $ 38.0 $ 23.9

2 unchanged sentences

Detection and Measurement reportable segment 45.1 24.4 23.7

General corporate 2.5 2.4 2.4

Depreciation and amortization of reportable segments 120.2 89.1 60.8

Corporate 2.4 2.5 2.4

Total depreciation and amortization $ 122.6 $ 91.6 $ 63.2

Years Ended December 31,

2025 2024 2023

Geographic Areas:

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_______________________________________________________________

(1) Represents integration costs incurred in connection with acquisitions of $ 7.2 , $ 5.8 , and $ 1.9 , including additional “Cost of products sold” related to the step-up of inventory (to fair value) acquired in connection with these acquisitions of $ 1.8 , $ 3.6 and $ 1.1 , during the years ended December 31, 2024, 2023 and 2022, respectively.

(2) The year ended December 31, 2022 includes impairment charges of $ 12.9 related to the goodwill and trademarks of our ULC Robotics (“ULC”) business and $ 0.5 related to certain other trademarks.

(1) Represents integration costs incurred in connection with acquisitions of $ 28.9 , $ 7.2 and $ 5.8 during the years ended December 31, 2025, 2024, and 2023, respectively.

The year ended December 31, 2025 includes amortization of a deferred compensation asset acquired in connection with the KTS acquisition of $ 24.2 and additional “Cost of products sold” related to the step-up of inventory (to fair value) acquired in connection with the KTS acquisition of $ 1.4 , and the Sigma & Omega acquisition of $ 0.1 .

The years ended December 31, 2024 and 2023 include additional “Cost of products sold” related to the step-up of inventory (to fair value) acquired in connection with acquisitions of $ 1.8 and $ 3.6 , respectively.

(2) Includes intangible asset amortization of $ 3.9 recorded in cost of products sold within the consolidated statement of operations for the year ended December 31, 2025.

(3) The year ended December 31, 2025 includes an impairment charge of $ 0.7 related to the trademarks of ULC.

(4) The year ended December 31, 2024 includes a charge of $ 8.4 related to a settlement with the seller of ULC regarding additional contingent consideration.

The year ended December 31, 2023 includes a charge of $ 9.0 related to the resolution of a dispute with a former representative at one of our businesses within the Detection and Measurement reportable segment .

The year ended December 31, 2022 includes a loss on the Asbestos Portfolio Sale of $ 73.9 , as well as charges of $ 2.3 for asbestos product liability matters incurred prior to the Asbestos Portfolio Sale, partially offset by a reduction in the fair value/liability associated with contingent consideration related to the acquisition of Enterprise Control Systems Ltd (“ECS”), which was completed in 2021, of $ 1.3 .

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

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Additionally, from time to time, we alter our business model to better serve customer demand, discontinue lower-margin product lines and rationalize and consolidate manufacturing capacity.

Our restructuring and integration decisions are based, in part, on discounted cash flows and are designed to achieve our goals of reducing structural footprint and maximizing profitability.

Our restructuring and integration decisions are based, in part, on discounted cash flows and are designed to achieve plans for reducing structural footprint and maximizing profitability.

As a result of our strategic review process, we recorded net special charges of $ 1.1 in 2025, $ 3.6 in 2024, and $ 0.8 in 2023.

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We anticipate that the liabilities related to restructuring actions will be paid within one year from the period in which the action was initiated.

No significant future charges are expected to be incurred under actions approved as of December 31, 2025.

Special charges for the years ended December 31, 2025, 2024, and 2023 are described in more detail below and in the applicable sections that follow:

14 unchanged sentences

Total $ 0.5 $ — $ 0.6 $ 1.1

HVAC – Charges for 2024 related primarily to recording severance costs associated with restructuring actions at three of the segment’s cooling businesses and one of the segment’s electrical heating businesses.

These actions resulted in the termination of 34 employees.

In addition, the actions resulted in asset impairment charges associated with the relocation of certain operations within one of the segment’s electrical heating businesses.

Detection & Measurement – Charges for 2024 related primarily to recording severance costs associated with restructuring actions at the segment’s location and inspection and aids to navigation businesses.

HVAC – Special charges, net for 2025 related primarily to subsequent adjustments of severance costs associated with restructuring actions at one of the segment’s cooling businesses.

Detection & Measurement – Special charges, net for 2025 related primarily to recording severance costs associated with restructuring actions at the segment’s inspection and rehabilitation and aids to navigation businesses.

These actions resulted in the termination of 26 employees.

In addition, the actions resulted in operating lease termination costs and asset impairment charges associated with relocation of certain operations within one of the segment’s location and inspection businesses.

The charge within our inspection and rehabilitation businesses includes asset impairment charges as a result of a decision to exit a minor product line within our ULC business.

Corporate – Special charges, net for 2025 related primarily to severance costs associated with a restructuring action.

2024 Charges:

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Total $ 2.4 $ 0.3 $ 0.9 $ 3.6

HVAC – Charges for 2023 related to severance costs associated with a restructuring action at one of the segment’s cooling businesses.

This action resulted in the termination of 1 employee.

Detection & Measurement – Charges for 2023 related to severance costs associated with a restructuring action at one of the segment’s location and inspection businesses.

This action resulted in the termination of 14 employees.

HVAC – Special charges, net for 2024 related primarily to recording severance costs associated with restructuring actions at three of the segment’s cooling businesses and one of the segment’s electrical heating businesses.

These actions resulted in the termination of 34 employees.

In addition, the actions resulted in asset impairment charges associated with the relocation of certain operations within one of the segment’s electrical heating businesses.

Detection & Measurement – Special charges, net for 2024 related primarily to recording severance costs associated with restructuring actions at the segment’s location and inspection and aids to navigation businesses.

These actions resulted in the termination of 9 employees.

2023 Charges:

5 unchanged sentences

Total $ 0.8 $ — $ — $ 0.8

HVAC — Charges for 2022 related to severance costs associated with a restructuring action at one of the segment’s cooling businesses.

HVAC – Special charges, net for 2023 related to severance costs associated with a restructuring action at one of the segment’s cooling businesses.

This action resulted in the termination of 1 employee.

Detection & Measurement – Special charges, net for 2023 related to severance costs associated with a restructuring action at one of the segment’s location and inspection businesses.

This action resulted in the termination of 14 employees.

Detection & Measurement — Charges for 2022 related to asset impairment charges associated with the relocation of certain operations at the segment’s aids to navigation business.

The following is an analysis of our restructuring liabilities for the years ended December 31, 2025, 2024, and 2023:

32 unchanged sentences

___________________________________________________________________

(1) Reflects (i) goodwill acquired with the Ingénia acquisition of $ 142.4 and (ii) an increase in ASPEQ ’ s and TAMCO ’ s goodwill of $ 3.9 and $ 1.7 , respectively, resulting from revisions to the valuation of certain assets and liabilities.

(1) Reflects goodwill acquired with the KTS and Sigma & Omega acquisitions of $ 104.4 and $ 76.1 , respectively, and an immaterial acquisition within the HVAC reportable segment.

As indicated in Note 4, the acquired assets, including goodwill, and liabilities assumed in the Sigma & Omega acquisition have been recorded at estimates of fair value and are subject to change upon completion of acquisition accounting.

The changes in the carrying amount of goodwill, for the year ended December 31, 2024, were as follows:

16 unchanged sentences

___________________________________________________________________

(1) Reflects (i) goodwill acquired with the ASPEQ and TAMCO acquisitions of $ 191.1 and $ 51.3 , respectively, and (ii) an increase in ITL ’ s goodwill of $ 0.8 resulting from revisions to the valuation of certain assets and liabilities.

Identifiable intangible assets were as follows:

5 unchanged sentences

Intangible assets with determinable lives:

Customer relationships $ 421.1 $ ( 103.3 ) $ 317.8 $ 403.2 $ ( 68.8 ) $ 334.4

Customer relationships and contracts $ 557.8 $ ( 150.2 ) $ 407.6 $ 421.1 $ ( 103.3 ) $ 317.8

Technology 274.3 ( 64.0 ) 210.3 181.7 ( 41.3 ) 140.4

5 unchanged sentences

$ 1,159.0 $ ( 290.8 ) $ 868.2 $ 897.8 $ ( 194.8 ) $ 703.0

(1) The gross carrying value of identifiable intangible assets acquired with the Ingénia acquisition consist of technology of $ 46.7 , customer relationships of $ 23.5 , definite-lived trademarks of $ 13.9 , and backlog of $ 13.8 .

___________________________________________________________________

(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 of $ 56.3 , customer backlog of $ 8.9 , technology of $ 8.5 , and definite-lived trademarks of $ 3.9 .

(2) During the fourth quarter of 2025, we recorded an impairment charge of $ 0.7 related to our ULC business' trademarks.

Amortization expense was $ 91.3 , $ 64.5 and $ 43.9 for the years ended December 31, 2025, 2024, and 2023, respectively.

Estimated amortization expense is approximately $ 57.0 for 2025, $ 53.0 for 2026, $ 52.0 for 2027, $ 51.0 for 2028, and $ 50.0 for 2029.

Estimated amortization expense is approximately $ 73.0 for 2026 and $ 70.0 for each of the four years thereafter.

At December 31, 2025, the net carrying value of intangible assets with determinable lives consisted of $ 411.6 in the HVAC reportable segment and $ 235.2 in the Detection and Measurement reportable segment.

Trademarks with indefinite lives consisted of $ 157.0 in the HVAC reportable segment and $ 64.4 in the Detection and Measurement reportable segment.

As indicated in Note 1, we review goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter.

In addition, we test goodwill for impairment on a more frequent basis if there are indications of potential impairment.

As indicated in Note 1, we review goodwill and indefinite-lived intangible assets for impairment annually during the 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.

In addition, we test goodwill and indefinite-lived intangible assets for impairment on a more frequent basis if there are indications of potential impairment.

In reviewing goodwill for impairment, we initially perform a qualitative analysis.

If there is an indication of impairment, we then perform a quantitative analysis.

Our quantitative analysis of trademarks is based on applying estimated royalty rates to projected revenues, with resulting cash flows discounted at a rate of return that reflects current market conditions.

During the fourth quarter of 2025, we performed our analyses on the goodwill of our reporting units.

The fair value of the assets related to the Ingénia acquisition approximate their carrying value.

If Ingénia is unable to achieve its current financial forecast, or there is a change in assumptions used in Ingénia’s analysis (e.g., projected revenues and profit growth rates, discount rates, industry price multiples, etc.), we may be required to record an impairment charge in a future period related to its goodwill.

As of December 31, 2024, Ingénia’s goodwill totaled $ 133.6 .

The fair value of the assets related to the KTS and Sigma & Omega acquisitions approximate their carrying value.

If KTS and Sigma & Omega are unable to achieve their current financial forecasts, or there is a change in assumptions used in KTS’s and Sigma & Omega’s analyses (e.g., projected revenues and profit growth rates, discount rates, industry price multiples, etc.), we may be required to record an impairment charge in a future period related to their goodwill.

As of December 31, 2025, KTS’s and Sigma & Omega’s goodwill totaled $ 104.4 and $ 77.4 , respectively.

During the fourth quarter of 2025, in connection with the annual impairment analyses of indefinite-lived intangible assets, we determined that the implied value of ASPEQ’s trademarks approximated their carrying value.

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.

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, royalty rates, and discount rates, etc.), we may be required to record an impairment charge in a future period related to its trademarks.

As of December 31, 2025, ASPEQ’s trademarks totaled $ 51.5 .

During the fourth quarter of 2022, in connection with the annual impairment analyses of ULC’s goodwill and indefinite-lived intangible assets, we determined that the carrying value of ULC’s net assets exceeded the implied fair value of the business, resulting in an impairment charge of $ 12.9 , with $ 12.0 related to goodwill and $ 0.9 to the ULC trademarks.

After such impairment charge, ULC has no remaining goodwill and $ 5.4 of trademarks included in our consolidated balance sheet as of December 31, 2024.

During 2024, 2023, and 2022, we recorded impairment charges of $ 0.0 , $ 0.0 , and $ 0.5 , respectively, related to certain other trademarks.

Additionally, during the fourth quarter of 2025, we made the decision to exit a minor product line within our ULC business.

As a result, we recorded an impairment of $ 0.7 to “ Impairment of intangible assets ” on the consolidated statement of operations related to the indefinite-lived trademark associated with ULC.

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

As of December 31, 2025, ULC's trademark totaled $ 4.7 .

Given the uncertainties related to the financial forecasts of our reporting units, including as a result of changing economic, industry or market conditions that may be outside of our control, (i) it is reasonably possible that a change in estimate resulting in an impairment may occur and (ii) we are unable to estimate the possible loss that could result, but it may be material.

During 2024 and 2023, we recorded no impairment charges related to our goodwill or intangible assets.

(11) Employee Benefit Plans

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During the fourth quarter of 2023, we initiated the wind-up of our Canadian defined benefit pension plans (collectively, the “ Canadian Pension Plans ” ).

Th e Company has received regulatory approval for the wind-up and we expect the process to be completed during 2025.

This action had no material impact on the consolidated financial statements for the years ended December 31, 2024 and 2023.

Th e Company 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 year ended December 31, 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 year ended December 31, 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.

Defined Benefit Pension Plans

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pension plans in amounts equal to the minimum funding requirements of the Employee Retirement Income Security Act of 1974, plus additional amounts that may be approved from time to time.

During 2024 , we made no contributions to our qualified do mestic pension plans and made direct benefit payments of $ 5.5 to our non-qualified domestic pension plans.

During 2025 , we made contributions of $ 4.7 to our qualified do mestic pension plans and made direct benefit payments of $ 5.2 to our non-qualified domestic pension plans.

In 2026, we expect to make contributions of $ 7.2 to our qualified domestic pension plans and expect to make direct benefit payments of $ 4.9 to our non-qualif ied domestic pension plans.

13 unchanged sentences

Subsequent five years 82.3 29.3

_________________________

(1) Payments for the foreign pension plans include amounts payable of $ 26.5 in connection with the Canadian Pension Plans wind-up mentioned above.

Obligations and Funded Status — The funded status of our pension plans is dependent upon many factors, including returns on invested assets and the level of market interest rates.

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Benefits paid (1)

( 25.9 ) ( 25.4 ) ( 33.3 ) ( 15.6 )

Foreign exchange and other — — 12.3 ( 3.3 )

Projected benefit obligation — end of year $ 220.3 $ 226.1 $ 82.8 $ 99.5

___________________________________________________________________

(1) Includes benefit payments made in connection with the wind-up of the Canadian Pension Plans of $ 28.4 during the year ended December 31, 2025.

The actuarial gains and losses for all pension plans in 2025 and 2024 were primarily related to a change in the discount rate used to measure the benefit obligations of those plans.

8 unchanged sentences

Benefits paid (1)

( 25.9 ) ( 25.4 ) ( 33.3 ) ( 15.6 )

Foreign exchange and other — — 12.7 ( 4.5 )

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Amount recognized in accumulated other comprehensive income (pre-tax) consists of — net prior service costs $ — $ — $ 1.0 $ 1.0

___________________________________________________________________

(1) Includes benefit payments made in connection with the wind-up of the Canadian Pension Plans of $ 28.4 during the year ended December 31, 2025.

The following is information about our pension plans that had accumulated benefit obligations in excess of the fair value of their plan assets at December 31, 2025 and 2024:

13 unchanged sentences

Expected return on plan assets ( 8.1 ) ( 8.8 ) ( 8.8 )

Amortization of unrecognized prior service credits — — ( 0.1 )

Recognized net actuarial (gains) losses (1)

1.4 5.6 ( 1.6 )

Recognized net actuarial losses (1)

Total net periodic pension benefit expense $ 9.0 $ 4.7 $ 9.8

___________________________________________________________________

(1) Consists primarily of our reported actuarial (gains) losses, the difference between actual and expected returns on plan assets, and settlement losses.

(1) Consists primarily of our reported actuarial losses, the difference between actual and expected returns on plan assets, and settlement losses.

Foreign Pension Plans

4 unchanged sentences

Expected return on plan assets ( 3.8 ) ( 5.1 ) ( 6.4 )

Amortization of unrecognized prior service costs — — 0.1

Recognized net actuarial losses (1)

Settlement loss (1)

Recognized net actuarial (gains) losses (2)

( 0.8 ) 1.1 5.5

Total net periodic pension benefit expense $ 0.2 $ 1.6 $ 4.7

___________________________________________________________________

(1) Consists primarily of our reported actuarial losses and the difference between actual and expected returns on plan assets.

(1) Relates to the wind-up of the Canadian Pension Plans referred to previously.

(2) Consists primarily of our reported actuarial (gains) losses and the difference between actual and expected returns on plan assets (including amounts in the year ended December 31, 2025 related to the wind-up of the Canadian Pension Plans referred to previously).

Assumptions — Actuarial assumptions used in accounting for our domestic and foreign pension plans were as follows:

4 unchanged sentences

Discount rate 5.57 % 5.18 % 5.54 %

5.18 % 5.54 % 3.99 %

Rate of increase in compensation levels N/A N/A N/A

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Rate of increase in compensation levels N/A N/A N/A

___________________________________________________________________

(1) The discount rate for the year ended December 31, 2022 includes adjustments due to remeasurements in the U.S.

Plan during the second and third quarters of 2022.

We review the pension assumptions annually.

3 unchanged sentences

Postretirement Benefit Plans

Transfer of Retiree Life Insurance Benefits — On February 17, 2022, we transferred a portion of our existing liability under the SPX Postretirement Benefit Plans (the “Plans”) for a group of participants with retiree life insurance benefits to an insurance carrier for consideration paid to the insurance carrier of $ 10.0 .

This transaction resulted in a settlement loss of $ 0.7 recorded to

“Other expense, net” during 2022.

In addition, and in connection with this transfer, we remeasured the assets and liabilities of the Plans as of the transfer date, which resulted in an actuarial gain of $ 0.4 recorded to “Other expense, net”.

Employer Contributions and Future Benefit Payments — Our postretirement medical plans are unfunded and have no plan assets, but are instead funded by us on a pay-as-you-go basis in the form of direct benefit payments or policy premium payments.

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Amortization of unrecognized prior service credits ( 3.2 ) ( 3.1 ) ( 3.9 )

Settlement loss (1)

Recognized net actuarial (gains) losses 0.1 0.2 ( 7.0 )

Recognized net actuarial losses 1.1 0.1 0.2

Net periodic postretirement benefit income $ ( 1.0 ) $ ( 1.8 ) $ ( 2.3 )

___________________________________________________________________

(1) Relates to the transfer of the retiree life insurance benefits obligation.

Actuarial assumptions used in accounting for our domestic postretirement plans were as follows:

6 unchanged sentences

Discount rate used in determining net periodic postretirement benefit expense 5.48 % 5.16 % 5.50 %

5.16 % 5.50 % 2.84 %

Discount rate used in determining year-end postretirement benefit obligation 4.95 % 5.48 % 5.16 %

_______________________________________

(1) The discount rate for the year ended December 31, 2022 includes an adjustment due to a remeasurement in the Plans that took place in the first quarter of 2022.

The accumulated postretirement benefit obligation was determined using the terms and conditions of our various plans, together with relevant actuarial assumptions and health care cost trend rates.

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Our matching contributions are primarily made in newly issued shares of SPX common stock and are issued at the prevailing market price.

The matching contributions vest with the employee immediately upon the date of the match and there are no restrictions on the resale of SPX common stock held by employees.

The matching contributions vest with

the employee immediately upon the date of the match and there are no restrictions on the resale of SPX common stock held by employees.

Under the DC Plan, we c ontribute d 0.073 , 0.084 and 0.127 shares of our common stock to employee accounts in 2025, 2024, and 2023, respectively.

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(12) Income Taxes

Income (loss) from continuing operations before income taxes and the (provision for) benefit from income taxes consisted of the following:

Income from continuing operations before income taxes and the (provision for)/benefit from income taxes consisted of the following:

Year ended December 31,

2025 2024 2023

Income (loss) from continuing operations:

Income from continuing operations:

United States $ 205.1 $ 172.2 $ 118.0

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The reconciliation of income tax computed at the U.S.

federal statutory tax rate to our effective income tax rate was as follows:

federal statutory tax rate to our effective income tax rate after the adoption of ASU 2023-09 is as follows:

Year ended December 31,

Amount Percent

federal statutory rate $ 66.0 21.0 %

State and local income taxes (1)

Foreign tax effects

patent box regime ( 4.0 ) ( 1.3 ) %

Other 2.4 0.8 %

Effects of cross border tax laws 5.5 1.7 %

R&D tax credits ( 4.2 ) ( 1.3 ) %

Nontaxable and nondeductible items

Share-based compensation ( 7.5 ) ( 2.4 ) %

Other 2.1 0.7 %

Unrecognized tax benefits 0.9 0.3 %

Other adjustments ( 0.7 ) ( 0.3 ) %

Tax expense $ 68.6 21.8 %

_________________________________________________________________

(1) The jurisdictions that contribute to the majority (greater than 50%) of the state and local tax expense include California, Florida, Maryland, New Jersey, Tennessee, and Wisconsin.

The reconciliation of income tax computed at the U.S.

federal statutory tax rate to our effective income tax rate prior to the adoption of ASU 2023-09 is as follows:

Year ended December 31,

federal statutory rate 21.0 % 21.0 %

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Share-based compensation ( 4.3 ) % ( 1.0 ) %

Goodwill impairment and basis adjustments — % — % ( 3.9 ) %

Adjustments to contingent consideration — % — % ( 0.9 ) %

Non-deductible loss on Asbestos Portfolio Sale (1)

— % — % 53.7 %

Other — % ( 0.1 ) %

21.0 % 22.3 %

___________________________________________________________________

(1) The income tax benefit associated with the loss of $ 73.9 on the Asbestos Portfolio Sale totaled $ 1.1 .

The amounts of cash income taxes paid by the Company were as follows:

Year ended December 31,

Federal $ 26.8

State and local 6.6

Income taxes, net of amounts refunded $ 57.3

Significant components of our deferred tax assets and liabilities were as follows:

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At December 31, 2025, we h ad $ 10.5 of federal, $ 130.6 of state, and $ 240.7 of foreign tax loss carryforwards available.

We also had federal and state tax credit carryforwards of $ 10.4 .

We also had federal, state, and foreign tax credit carryforwards of $ 11.6 .

Of these amounts, $ 1.2 expire in 2026 and $ 136.5 expire at various times between 2027 and 2043.

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Our valuation allowance increased by $ 9.7 in 2025 and increased by $ 1.8 in 2024.

The 2024 increase was primarily driven by the generation of certain attributes in foreign jurisdictions where we believe it is more likely than not that such attributes will not be realized.

The 2025 increase was primarily driven by foreign currency fluctuations and the impact of the One Big Beautiful Bill Act (“the Act”) on our ability to utilize our foreign tax credit carryforwards in the future.

The amount of income tax that we pay annually is dependent on various factors, including the timing of certain deductions.

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subsidiaries in those operations.

As of December 31, 2024, we had $ 329.0 of undistributed earnings of our foreign subsidiaries.

The majority of these earnings have already been reinvested in our overseas businesses.

Further, we believe future domestic cash generation will be sufficient to meet future domestic cash needs.

We believe future domestic cash generation will be sufficient to meet future domestic cash needs.

For this reason, we have not recorded a provision for U.S.

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taxation upon the remittance of dividends and under certain other circumstances.

It is not practicable to estimate the amount of a deferred tax liability related to the undistributed earnings of our

foreign subsidiaries in the event that these earnings are no longer considered to be indefinitely reinvested, due to the hypothetical nature of the calculation.

It is not practicable to estimate the amount of a deferred tax liability related to the undistributed earnings of our foreign subsidiaries in the event these earnings are no longer considered to be indefinitely reinvested, due to the hypothetical nature of the calculation.

Unrecognized Tax Benefits

A s of December 31, 2024, we had gross and net unrecognized tax ben efits of $ 3.7 and $ 3.1 , respectively .

As of December 31, 2025, we had gross and net unrecognized tax benefits of $ 5.4 and $ 5.2 , respectively.

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

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

As of December 31, 2024, gross and net accrued interest tota led $ 1.4 , while the related amounts as of December 31, 2023 and 2022 were gross accrued interest of $ 1.3 (net accrued interest of $ 1.3 ) and $ 1.9 (net accrued interest of $ 1.7 ), respectively.

Our income tax provision for the years ended December 31, 2024, 2023, and 2022 included gross interest income of $ 0.1 , $ 0.2 , and $ 0.6 , respectively, resulting from adjustments to our liability for uncertain tax positions.

As of December 31, 2025, gross interest tota led $ 1.9 (net accrued interest of $ 1.8 ), while the related amounts as of December 31, 2024 and 2023 were gross and net accrued interest of $ 1.4 and $ 1.3 , respectively.

Our income tax provision for the years ended December 31, 2025, 2024, and 2023 included gross interest income (expense) of $( 0.3 ), $ 0.1 , and $ 0.2 , respectively, resulting from adjustments to our liability for uncertain tax positions.

As of December 31, 2025, 2024, and 2023, 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 $ 1.0 .

The previously unrecognized tax benefits relate to a variety of tax matters including transfer pricing and various state matters.

The aggregate changes in the balance of unrecognized tax benefits for the years ended December 31, 2025, 2024, and 2023 were as follows:

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Unrecognized tax benefit — ending balance $ 5.4 $ 3.7 $ 2.2

Organization for Economic Co-operation and Development ( “ OECD ” ) Pillar Two Model Rules

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.

The Company is within the scope of the OECD Pillar Two model rules and continues to assess the ultimate impact thereof.

As of December 31, 2024, we have accrued $ 1.8 related to these taxes.

Recent Tax Legislation

On July 4, 2025, the Act was signed into law in the United States and contains a broad range of tax provisions affecting businesses.

The Act has several provisions which reduced our taxes paid in 2025 by approximately $ 15.0 .

We have included the impact of the Act in our consolidated balance sheet at December 31, 2025.

The legislation did not have a material impact on our results of operations.

In December 2021, the Organisation for Economic Co-operation and Development (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 Pillar Two model rules and continue to assess the impact thereof.

As of December 31, 2025 and 2024, we had $ 2.0 and $ 1.8 , respectively, accrued related to these taxes.

Other Tax Matters

During 2025, our income tax provision was impacted most significantly by (i) $ 9.3 of excess tax benefits associated with stock-based compensation awards that vested and/or were exercised during the period and (ii) $ 1.4 of tax benefits resulting from increased federal tax credits and incentives.

During 2024, our income tax provision was impacted most significantly by (i) $ 11.0 of excess tax benefits associated with stock-based compensation awards that vested and/or were exercised during the period and (ii) $ 0.7 of tax benefits related to changes in our estimate of valuation allowances recognized against certain deferred tax assets, as we now expect to realize these deferred tax assets.

During 2023, our income tax provision was impacted most significantly by (i) $ 2.3 of tax benefits related to changes in our estimate of valuation allowances recognized against certain deferred tax assets as we now expect to realize these deferred tax assets, (ii) $ 1.8 of excess tax benefits associated with stock-based compensation awards that vested and/or were exercised during the period, and (iii) $ 1.1 of tax benefits related to revisions to liabilities for uncertain tax positions.

During 2022, our income tax provision was impacted most significantly by (i) the loss on the Asbestos Portfolio Sale (see Note 4) which generated a tax benefit of only $ 1.1 , (ii) a tax benefit of $ 4.7 related to the release of valuation allowances recognized against certain deferred tax assets, as we now expect to realize these deferred tax assets, primarily due to the 2022 Holding Company Reorganization (see Note 1), (iii) $ 3.0 of tax benefits related to statute expirations and other revisions to

liabilities for uncertain tax positions, and (iv) $ 1.7 of excess tax benefits associated with stock-based compensation awards that vested and/or were exercised during the year.

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

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_____________________________________________________________

(1) The revolving loan 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 the primary funding mechanism for the Ingénia acquisition.

(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 $ 1.2 and $ 1.7 at December 31, 2024 and December 31, 2023, 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 16 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 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 December 31, 2025 and 2024, respectively.

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

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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.

Maturities of long-term debt payable during each of the five years subsequent to December 31, 2024 are $ 27.6 , $ 27.7 , $ 550.3 , $ 0.2 , and $ 0.1 , respectively.

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

Maturities of long-term debt payable (excluding finance lease obligations) during each of the five years subsequent to December 31, 2025 are $ 3.1 , $ 15.6 , $ 25.0 , $ 25.0 , and $ 431.3 , respectively.

Senior Credit Facilities

On August 30, 2024, we entered into a Second Amendment to the Amended and Restated Credit Agreement and Incremental Facility Activation Notice (the “Second Amendment”) with Bank of America, N.A., as administrative agent (the “Administrative Agent”), the lenders party thereto, and certain domestic subsidiaries of the Company, as guarantors, which amended our prior Amended and Restated Credit Agreement, dated as of August 12, 2022 (as amended, the “Credit Agreement”) with the lenders party thereto, Deutsche Bank AG, as foreign trade facility agent, and the Administrative Agent.

The Second Amendment increases the aggregate revolving credit commitments under the Credit Agreement from $ 500.0 to $ 1,000.0 and makes certain conforming changes and other amendments to the Credit Agreement.

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

In connection with the Second Amendment, we capitalized $ 2.6 of debt issuance costs within “Other assets” on the consolidated balance sheet as of December 31, 2024.

On April 21, 2023, we entered into an Incremental Facility Activation Notice with Bank of America, N.A., as administrative agent, and the lenders party thereto, which amended the Amended and Restated Credit Agreement, dated as of August 12, 2022, among the Company, the lenders party thereto, Deutsche Bank AG, as foreign trade facility agent, and the Administrative Agent (“Incremental Amendment”).

The Incremental Amendment provides for an Incremental Term Loan in the aggregate amount of $ 300.0 , which was available in up to three drawings (subject to customary conditions) from the Incremental Amendment Effective Date to October 18, 2023 (“Incremental Term Loan”).

The proceeds of the Incremental Term Loan were available to be used to finance, in part, permitted acquisitions, to pay related fees, costs and expenses and for other lawful corporate purposes.

The Incremental Term Loan will mature on August 12, 2027.

We may voluntarily prepay the Incremental Term Loan, in whole or in part, without premium or penalty.

In June 2023, we borrowed $ 300.0 under the Incremental Term Loan in connection with the ASPEQ acquisition.

The credit facilities (the “Senior Credit Facilities”) under the Credit Agreement consist of the following at December 31, 2024 (each with a final maturity of August 12, 2027):

• Term loan facilities with original aggregate principal amounts of $ 545.0 ($ 245.0 and $ 300.0 related to our original term loan and the Incremental Term Loan, respectively);

• A multicurrency revolving credit facility, available for loans and letters of credit in Dollars, Euro, Sterling and other currencies, in an aggregate principal amount up to the equivalent of $ 1,000.0 (with sub-limits equal to the equivalents of $ 200.0 for financial letters of credit, $ 50.0 for non-financial letters of credit, and $ 150.0 for non-U.S.

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

The Credit Agreement also:

• Requires that we maintain a Consolidated Leverage Ratio (defined in the Credit Agreement) as of the last day of any fiscal quarter of not more than 3.75 to 1.00 (or (i) 4.00 to 1.00 for the four fiscal quarters after certain permitted acquisitions or (ii) 4.25 to 1.00 for the four fiscal quarters after certain permitted acquisitions with a minimum amount financed by unsecured debt);

• Requires that we maintain a Consolidated Interest Coverage Ratio (defined in the Credit Agreement) as of the last day of any fiscal quarter of at least 3.00 to 1.00;

• Allows SPX to 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) $ 200.0 and (ii) the amount of Consolidated EBITDA (as defined in the 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 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 2.75 :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;

• Establishes per annum fees charged and applies interest rate margins to all the credit facilities under the Credit Agreement, other than the Incremental Term Loan, as follows:

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 Secured Overnight Financing Rate (“SOFR”) Loans/Alternative Currency Loans

Greater than or equal to 3.00 to 1.00

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

Between 2.00 to 1.00 and 3.00 to 1.00

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

Between 1.50 to 1.00 and 2.00 to 1.00

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

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 Amended 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 then 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 %

The commitment fee rate and interest rate margins for the Incremental Term Loan are as follows:

Consolidated Leverage Ratio Commitment Fee Term SOFR Loans

Less than 2.00 to 1.0

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 %

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

The interest rates applicable to loans under the Senior Credit Facilities are, at our option, equal to either (i) an alternate base rate (the highest of (a) the federal funds effective rate plus 0.5 %, (b) the prime rate of Bank of America, N.A., and (c) the one-month Term SOFR rate plus 1.0 %) or (ii) the Term SOFR rate for the applicable interest period plus 0.1 %, plus, in each case, an applicable margin percentage, which varies based on the Consolidated Leverage Ratio (defined in the 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 (a) an adjusted alternative currency daily rate or (b) an adjusted alternative currency term rate for the applicable interest period, plus, in each case, the applicable margin percentage.

The weighted-average interest rate of outstanding borrowings under our Senior Credit Facilities was approximately 5.1 % at December 31, 2025.

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

We also pay fronting fees on the outstanding amounts of letters of credit and foreign credit instruments (in the participation facility) at the rates of 0.125 % per annum and 0.25 % per annum, respectively.

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

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 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 Credit Agreement requires 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 SPX.

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 the business of SPX within 360 days (and if committed to be reinvested, actually reinvested within 180 days after the end of such 360-day period) of the receipt of such proceeds.

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

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.

Indebtedness under the Credit Agreement is guaranteed by:

• Each existing and subsequently acquired or organized domestic material subsidiary with specified exceptions;

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

Indebtedness under the Credit Agreement is secured by a first priority pledge and security interest in 100 % of the capital stock of our domestic subsidiaries (with certain exceptions) or our 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 SPX obtains 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 and our domestic subsidiary guarantors are required to grant security interests, mortgages and other liens on substantially all of their assets.

If SPX’s 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 is to be released and the indebtedness under the Credit Agreement will be unsecured.

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

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

We are permitted under the Credit Agreement to repurchase capital stock and pay cash dividends in an unlimited amount if our Consolidated Leverage Ratio is (after giving pro forma effect to such payments) less than 2.75 to 1.00.

If our Consolidated Leverage Ratio is (after giving pro forma effect to such payments) greater than or equal to 2.75 to 1.00, the aggregate amount of such repurchases and dividend declarations cannot exceed (A) $ 100.0 in any fiscal year plus (B) an additional amount for all such repurchases and dividend declarations made after September 1, 2015 equal to the sum of (i) $ 100.0 plus (ii) a positive amount equal to 50 % of cumulative Consolidated Net Income (as defined in the Credit Agreement generally as consolidated net income subject to certain adjustments solely for the purposes of determining this basket) during the period from September 1, 2015 to the end of the most recent fiscal quarter preceding the date of such repurchase or dividend declaration for which financial statements have been (or were required to be) delivered (or, in case such Consolidated Net Income is a deficit, minus 100 % of such deficit) plus (iii) certain other amounts, less our previous usage of such additional amount for certain other investments and restricted junior payments.

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 December 31, 2025, we had $ 1,489.5 of available borrowing capacity under our revolving credit facilities, after giving effect to borrowings under the domestic revolving loan facilities of $ 0.0 and $ 10.5 reserved for outstanding letters of credit.

In addition, at December 31, 2025, we had $ 17.8 of available issuance capacity under our foreign credit instrument facilities after giving effect to $ 7.2 reserved for outstanding letters of credit.

At December 31, 2024, we were in compliance with all covenants of our Credit Agreement.

During the second quarter of 2023, we capitalized $ 1.3 of debt issuance costs associated with the Incremental Term Loan.

In connection with an August 2022 amendment of the Credit Agreement, we recorded charges of $ 1.1 to “Loss on amendment/refinancing of senior credit agreement” related to the write-off of a portion of the unamortized deferred financing costs totaling $ 0.7 and transaction costs of $ 0.4 .

Additionally, $ 1.5 of fees paid in connection with the August 2022 amendment were capitalized, with $ 1.2 related to our revolving loans and $ 0.3 related to the initial term loan.

At December 31, 2025, we were in compliance with all covenants of our Amended Credit Agreement.

During 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

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As of December 31, 2025 and 2024, the participating businesses had $ 1.4 and $ 1.1 , respectively, outstanding under this arrangement.

During the third quarter of 2024, we renewed for a period of 12 months, and increased the capacity of, our trade receivables financing agreement, whereby we can borrow, on a continuous basis, up to $ 100.0 .

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 .

Availability of funds may fluctuate over time given, among other things, changes in eligible receivable balances, but will not exceed the $ 100.0 program limit.

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In addition, we maintain an uncommitted line of credit facility in China which is available to fund operations in this region, when necessary, at the discretion of the lender.

At December 31, 2024, the aggregate amount of borrowing capacity under this facility was $ 10.0 , while there were no borrowings outstanding.

At December 31, 2025, the aggregate amount of borrowing capacity under this facility was $ 10.0 , with no borrowings outstanding.

Company-owned Life Insurance

The Company has investments in 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 consolidated statements of operations.

The Company has the ability to borrow against a portion of its investments in the COLI policies as an additional source of liquidity.

During 2024, the Company borrowed $ 41.2 against the cash surrender value of these COLI policies, after which minimal capacity to borrow against the policies remains.

Such borrowings were primarily used to pay down amounts payable under the revolving credit facility.

The amounts borrowed incur interest at a weighted-average rate of 5.3 %.

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

During 2025, the Company repaid the then-outstanding borrowings totaling $ 37.4 , inclusive of accrued interest.

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

At December 31, 2025, the Company had capacity to borrow approximately $ 34.0 against the policies.

The cash surrender value of our investments in COLI assets, net of any aforementioned borrowings, was $ 60.3 and $ 36.2 at December 31, 2025 and 2024, respectively, recorded in “Other assets” on the consolidated balance sheets.

See Note 1 for additional details of the COLI policies.

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In 2020, we entered into interest swap agreements (“Initial Swaps”) that covered the period through November 2024, and effectively converted borrowings under our senior credit facilities to a fixed rate of 1.077 %, plus the applicable margin.

In September 2024, commensurate with the Second Amendment, we entered into additional interest rate swap agreements (“Additional Swaps”).

The Additional Swaps have a notional amount of $ 524.6 , 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.

In connection with an August 2022 amendment of the Credit Agreement, the Initial Swaps were amended to be based on SOFR as opposed to LIBOR.

As mentioned in Note 3, we applied the optional expedient per ASU No.

2021-01, and 2022-06 and, thus, continued to designate and account for the Initial Swaps as cash flow hedges.

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

During 2025, commensurate with the Third Amendment, we settled the Additional Swaps which resulted in a gain recorded to “Other income (expense), net” and cash received of $ 0.4 .

Prior to the 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 December 31, 2025 and 2024, the unrealized gain, net of tax, recorded in AOCI was $ 0.0 a nd $ 2.6 , respectively.

In addition, as of December 31, 2024 and 2023, the fair value of our interest rate swap agreements was $ 3.4 (with $ 2.7 recorded as a current asset and $ 0.7 as a non-current asset) and $ 7.5 recorded as a current asset, respectively.

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

In addition, as of December 31, 2025 and 2024, 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 ), respectively.

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

Currency Forward Contracts

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Our objective is to preserve the economic value of non-functional currency-denominated cash flows and to minimize the impact of changes as a result of currency fluctuations.

Our principal currency exposures relate to the South African Rand, British Pound Sterling, Canadian Dollar, and Euro.

Our principal currency exposures relate to the British Pound Sterling, Canadian Dollar, Euro, and South African Rand.

From time to time, we enter into forward contracts to manage the exposure on contracts with forecasted transactions denominated in non-functional currencies which manage the risk of transaction gains and losses associated with assets/liabilities denominated in currencies other than the functional currency of certain subsidiaries (“FX forward contracts”).

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Changes in these derivatives’ fair value are included in AOCI and are reclassified into earnings as a component of revenues or cost of products sold, as applicable, when the forecasted transaction impacts earnings.

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.

In addition, if the forecasted transaction is no longer probable of occuring, 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 $ 19.3 and $ 22.9 outstanding as of December 31, 2025 and 2024, respectively, with all of the $ 19.3 scheduled to mature within one year.

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The fair value of our FX forward contracts was less than $ 0.1 at December 31, 2025 and 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) and a fair value of $ 1.3 , which was included within “Assets of DBT and Heat Transfer” on the consolidated balance sheet as of December 31, 2023.

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

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Concentrations of Credit Risk

Financial instruments that potentially subject us to significant concentrations of credit risk consist of cash and equivalents, trade accounts receivable, COLI policies, interest rate swaps, and FX forward contracts.

Financial instruments that potentially subject us to significant concentrations of credit risk consist of cash and equivalents, trade accounts receivable, cash surrender values of COLI policies, interest rate swaps, and FX forward contracts.

These financial instruments, other than trade accounts receivable, are placed with high-quality financial institutions throughout the world.

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Concentrations of credit risk arising from trade accounts receivable are due to selling to customers in a particular industry.

Credit risks are mitigated by performing ongoing credit evaluations of our customers’ financial conditions and obtaining collateral, advance payments, or other security when appropriate.

Credit risks are mitigated by performing ongoing credit evaluations of our customers’ financial conditions and obtaining

collateral, advance payments, or other security when appropriate.

No one customer, or group of customers that to our knowledge are under common control, accounted for more than 10% of our revenues for any period presented.

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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., class actions, derivative lawsuits and contracts, intellectual property and competitive claims), environmental matters, claims for contingent consideration on prior acquisitions, product liability matters (which, prior to the Asbestos Portfolio Sale, were predominately associated with alleged exposure to asbestos-containing materials), 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, 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.

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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 liabilities related to these matters, primarily associated with environmental matters, tota led $ 39.9 and $ 37.9 at December 31, 2024 and 2023, respectively.

Our recorded liabilities related to these matters, primarily associated with environmental remediation matters, tota led $ 43.7 and $ 39.9 at December 31, 2025 and 2024, respectively.

Of these amounts , $ 36.4 and $ 32.0 are included in “Other long-term liabilities” within our consolidated balance sheets at December 31, 2025 and 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.

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As a result, our current assumptions for estimating these liabilities may not prove accurate, and we may be required to adjust these liabilities in the future, which could result in charges to earnings.

These variances relative to current expectations could have a material impact on our financial position and results of operations in future periods.

These variances relative to current expectations could have a material impact on our financial position and results of operations.

Claim for Contingent Consideration Related to ULC Acquisition

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On May 20, 2024, we entered into a settlement agreement with the seller of ULC to resolve a lawsuit that 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 consolidated statement of operations for the year ended December 31, 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” within the consolidated statement of operations for the year ended December 31, 2024.

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

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On January 26, 2024, we negotiated a settlement requiring a payment to the former representative of $ 9.0 to resolve all claims related to the matter.

This amount was recorded to “Other operating expense, net” within the consolidated statement of operations for the year ended December 31, 2023 and paid during the first quarter of 2024.

Asbestos Matters

As indicated in Note 1, we completed the Asbestos Portfolio Sale on November 1, 2022, which resulted in the divestiture of three wholly-owned subsidiaries that hold asbestos liabilities and certain assets, including related insurance assets.

As a result of this transaction, all asbestos obligations and liabilities and related insurance assets have been removed from our consolidated balance sheets effective November 12, 2022.

During the year ended December 31, 2022, our payments for asbestos-related claims, net of respective insurance recoveries of $ 31.6 , were $ 20.1 .

During the year ended December 31, 2022, we recorded charges of $ 24.2 as a result of changes in estimates associated with the liabilities and assets related to asbestos-related claims.

Of these charges, $ 18.8 were reflected in “Income from continuing operations before income taxes” and $ 5.4 were reflected in “L oss on disposition of discontinued operations, net of tax.”

This amount was recorded to “Other operating expense” within the consolidated statement of operations for the year ended December 31, 2023 and paid during the first quarter of 2024.

Large Power Projects in South Africa

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

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

Our environmental accruals relate predominantly to legacy sites that the Company no longer operates as part of its ongoing business and we record adjustments for these sites to “Other income (expense), net” in our consolidated statements of operations.

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

Our estimates are based primarily on investigations and remediation plans established by independent consultants, regulatory agencies and potentially responsible third parties.

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We are self-insured for certain of our workers’ compensation, automobile, product and general liability, disability and health costs, and we believe that we maintain adequate accruals to cover our retained liability.

Our accruals for risk management matters are determined by us, are based on claims filed and estimates of claims incurred but not yet reported, and are not discounted.

Our accruals for risk management matters are determined by us, are based on claims filed and estimates of claims incurred but not yet reported, and are not

We consider a number of factors, including third-party actuarial valuations, when making these determinations.

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This agreement had an initial term through December 31, 2017 and, thereafter, rolling terms of one year , and specifies the executive’s current compensation, benefits and perquisites, severance entitlements, and other employment rights and responsibilities.

The Compensation Committee of the Board of Directors has approved severance benefit agreements for our other six executive officers.

The Compensation Committee of the Board of Directors has approved severance benefit agreements for our other executive officers.

These agreements cover each executive’s entitlements in the event that the executive’s employment is terminated for other than cause, death or disability, or the executive resigns with good reason.

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Weighted-average number of common shares used in basic income per share 47.830 46.187 45.545

Dilutive securities — Employee stock options and restricted stock units 0.891 1.067 0.876

Dilutive securities — Employee stock options, performance stock units and restricted stock units 0.681 0.891 1.067

Weighted-average number of common shares and dilutive securities used in diluted income per share 48.511 47.078 46.612

For the years ended December 31, 2024, 2023, and 2022, 0.119 , 0.179 , and 0.240 , respectively, of unvested restricted stock units were excluded from the computation of diluted earnings per share as the assumed proceeds for these instruments exceeded the average market value of the underlying common stock for the related years.

For the years ended December 31, 2025, 2024, and 2023, 0.108 , 0.119 , and 0.179 , respectively, of unvested restricted stock units and performance stock units were excluded from the computation of diluted earnings per share as the assumed proceeds for these instruments exceeded the average market value of the underlying common stock for the related years.

For the years ended December 31, 2025, 2024, and 2023, 0.234 , 0.280 , and 0.512 , respectively, of outstanding stock options were excluded from the computation of diluted earnings per share as the assumed proceeds for these instruments exceeded the average market value of the underlying common stock for the related years.

Common Stock and Treasury Stock

On May 14, 2024, May 9, 2023, and May 10, 2022, our Board of Directors re-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 Credit Agreement.

Pursuant to this authorization, during the second quarter of 2022, we repurchased 0.707 shares of our common stock for aggregate cash payments of $ 33.7 .

On May 13, 2025, May 14, 2024, and May 9, 2023, our Board of Directors re-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 executed pursuant to this and past authorizations during the years ended December 31, 2025, 2024 and 2023.

As of December 31, 2025, the maximum approximate amount of our common stock that may be purchased under this authorization is $ 100.0 .

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Balance at December 31, 2022 53.351 ( 8.059 ) 45.292

Restricted stock units — 0.191 0.191

Share repurchases — ( 0.707 ) ( 0.707 )

Restricted stock units and performance stock units — 0.115 0.115

Other 0.268 — 0.268

Balance at December 31, 2023 53.619 ( 7.944 ) 45.675

Restricted stock units — 0.115 0.115

Restricted stock units and performance stock units — 0.116 0.116

Other 0.577 — 0.577

Balance at December 31, 2024 54.196 ( 7.828 ) 46.368

Restricted stock units — 0.116 0.116

Restricted stock units and performance stock units — 0.125 0.125

Other 3.374 — 3.374

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The 2019 Plan permits the issuance of new shares or shares from treasury upon the exercise of options, vesting of time-based restricted stock units (“RSU’s”) and performance stock units (“PSU’s”).

Each RSU and PSU granted reduces availability by two shares.

Each RSU and PSU granted reduces availability by two and four shares, respectively.

Similar awards were permitted to be granted under the Prior Plan before the approval of the 2019 Plan.

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Upon exercise, the employee has the option to surrender previously owned shares at current value in payment of the exercise price and/or for withholding tax obligations.

Stock options generally vest, subject to continued employment, in equal annual increments over the three-year period subsequent to the date of grant.

The recognition of compensation expense for share-based awards, including stock options, is based on their grant date fair values.

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The Monte Carlo simulation model utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the award and calculates the fair value of each PSU.

We issued PSU’s to eligible participants on February 28, 2024, March 1, 2023, and March 1, 2022.

We issued PSU’s to eligible participants on March 3, 2025, February 28, 2024, and March 1, 2023.

We used the following assumptions in determining the fair value of these awards:

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Return for SPX

February 28, 2024

March 3, 2025

SPX 35.13 % — % 3.90 % 46.64 %

Peer group within S&P 600 Small Cap Capital Goods Index and S&P 400 Mid Cap Capital Goods Index 36.41 % n/a 3.90 %

March 1, 2023

February 28, 2024

SPX 32.26 % — % 4.41 % 49.34 %

Peer group within S&P 600 Capital Goods Index 43.92 % n/a 4.60 %

Peer group within S&P 600 Small Cap Capital Goods Index and S&P 400 Mid Cap Capital Goods Index 37.00 % n/a 4.41 %

March 1, 2023

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Stock Options

On February 28, 2024, March 1, 2023, and March 1, 2022, we granted stock options totaling 0.052 , 0.074 , and 0.105 , respectively.

On March 3, 2025, February 28, 2024, and March 1, 2023, we granted stock options totaling 0.044 , 0.052 , and 0.074 , respectively.

The exercise price per share of these options is $ 138.60 , $ 116.40 , and $ 71.93 , resp ectively, and the maximum contractual term of these options is ten years .

The fair value of each stock option granted on February 28, 2024 and March 1, 2023 and 2022, was $ 50.84 , $ 31.20 , and $ 19.33 , respectively.

The fair value of each stock option granted on March 3, 2025, February 28, 2024, and March 1, 2023, was $ 61.23 , $ 50.84 , and $ 31.20 , respectively.

The fair value of each option grant was estimated using a Black-Scholes option-pricing model with the following assumptions:

February 28, 2024 March 1, 2023 March 1, 2022

March 3, 2025 February 28, 2024 March 1, 2023

Annual expected stock price volatility 38.75 % 37.43 % 37.15 %

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Expected life of stock option (in years) 6.0 6.0 6.0

Annual expected stock price volatility for the February 28, 2024 and March 1, 2023 and 2022 grants were based on a weighted-average of SPX’s stock volatility of the most recent six-year historical volatility of a peer company group.

Annual expected stock price volatility for the March 3, 2025, February 28, 2024, and March 1, 2023 grants were based on a weighted-average of SPX’s stock volatility of the most recent six-year historical volatility of a peer company group.

There is no annual expected dividend yield as we discontinued dividend payments in 2015 and do not expect to pay dividends for the foreseeable future.

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We expect this cost to be recognized over a weighted-average period of 1.9 years.

Registered Public Offering

On August 12, 2025, the Company entered into an underwriting agreement, pursuant to which the Company agreed to issue and sell in a registered public offering 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 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 year ended December 31, 2025 were $ 551.1 .

Accumulated Other Comprehensive Income

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Amounts reclassified from accumulated other comprehensive income — ( 2.3 ) ( 2.2 ) ( 4.5 )

Current-period other comprehensive loss ( 32.1 ) ( 3.1 ) ( 2.3 ) ( 37.5 )

Current-period other comprehensive income (loss) 41.7 ( 2.6 ) ( 2.2 ) 36.9

Balance at December 31, 2025 $ 260.6 $ — $ ( 0.1 ) $ 260.5

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Balance at December 31, 2023 $ 251.0 $ 5.7 $ 4.4 $ 261.1

Other comprehensive income before reclassifications 11.9 1.5 — 13.4

Other comprehensive income (loss) before reclassifications ( 32.1 ) 3.3 — ( 28.8 )

Amounts reclassified from accumulated other comprehensive income — ( 6.4 ) ( 2.3 ) ( 8.7 )

Current-period other comprehensive income (loss) 11.9 ( 5.3 ) ( 3.0 ) 3.6

Current-period other comprehensive loss ( 32.1 ) ( 3.1 ) ( 2.3 ) ( 37.5 )

Balance at December 31, 2024 $ 218.9 $ 2.6 $ 2.1 $ 223.6

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Gains on pension and postretirement items:

Amortization of unrecognized prior service credits - Pre-tax $ ( 3.1 ) $ ( 3.9 ) Other expense, net

Amortization of unrecognized prior service credits - Pre-tax $ ( 3.2 ) $ ( 3.1 ) Other income (expense), net

Income taxes 1.0 0.8

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During the years ended December 31, 2025, 2024, and 2023, “Common stock in treasury” was decreased by the settlement of restricted stock units, net of recipient tax withholdings, issued from treasury stock of $ 7.4 , $ 6.9 and $ 6.6 , respectively.

During the year ended December 31, 2022, “Common stock in treasury” was increased by the previously mentioned repurchase of our common stock for aggregate cash payments of $ 33.7 .

Preferred Stock

None of our 3.0 shares of authorized no par value preferred stock was outstanding at December 31, 2025, 2024, or 2023.

(17) Fair Value

(17) Fair Value and Other Investments

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

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• Level 3 — Significant inputs to the valuation model are unobservable.

There were no changes during the periods presented to the valuation techniques we use to measure asset and liability fair values on a recurring basis.

There were no changes during the periods presented to the valuation techniques we use to measure asset and liability fair values on a recurring or nonrecurring basis.

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

Contingent Consideration for the Sensors & Software and ECS Acquisitions — In connection with the acquisition of Sensors & Software, Inc.

in 2020, the sellers were eligible for additional cash consideration of up to $ 3.8 , with payment of such contingent consideration dependent upon the achievement of certain milestones.

The fair value of contingent consideration totaled $ 1.3 , and was paid during 2022.

In connection with the acquisition of ECS in 2021, the seller was eligible for additional cash consideration of up to $ 16.0 , with payment of such contingent consideration dependent upon the achievement of certain milestones.

During 2022, we concluded the probability of achieving the financial performance milestones had lessened due to delays in the execution of certain large orders.

Thus, during 2022 we reduced the fair value/liability by $ 1.3 , with such amounts recorded to “Other operating expense, net.” No additional cash consideration was paid to the seller.

We estimate the fair value of contingent consideration based on the probability of the acquired business achieving the applicable milestones.

Based on these inputs, the contingent consideration is classified within Level 3 of the valuation hierarchy.

The following table presents our fair value hierarchy of our financial assets measured at fair value on a recurring basis as of December 31, 2025 and 2024:

December 31, 2025

Level 1 Level 2 Level 3 Total

Derivative financial instruments $ — $ — $ — $ —

December 31, 2024

Level 1 Level 2 Level 3 Total

Derivative financial instruments $ — $ 3.4 $ — $ 3.4

Goodwill, Indefinite-Lived Intangible and Other Long-Lived Assets — Certain of our non-financial assets are subject to impairment analyses, including long-lived assets, indefinite-lived intangible assets and goodwill.

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Any resulting asset impairments result in the asset being recorded at its fair value.

Based on these inputs used in the impairment analyses, these assets are classified within Level 3 of the valuation hierarchy.

Based on the inputs used in the impairment analyses, these assets are classified within Level 3 of the valuation hierarchy.

Refer to Note 10 for additional details.

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Similarly, there had 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.

Equity Security — We estimate the value of an equity security in Filtran Group Equity, LLC (“Filtran”) that we hold utilizing a practical expedient under existing guidance, with such estimated value based on our ownership percentage applied to the net asset value as provided quarterly (on a one quarter lag) by the investee.

The value is updated annually, during the first quarter, based on the investee ’ s most recent audited financial statements.

Based on these inputs, the equity security is classified within Level 3 of the valuation hierarchy.

During the years ended December 31, 2024, 2023, and 2022, we recorded gains (losses) of $( 4.2 ), $ 3.6 and $( 3.0 ), respectively, to “Other expense, net” related to changes in the estimated fair value of such equity security.

As of December 31, 2024 and 2023, the equity security had an estimated fair value of $ 35.2 and $ 39.4 , respectively, recorded in “Other assets” on the consolidated balance sheets.

During the years ended December 31, 2025, 2024, and 2023, we recorded gains (losses) of $ 23.0 , $( 4.2 ) and $ 3.6 , respectively, to “Other income (expense), net” related to changes in the estimated value of such equity security.

On November 10, 2025, Parker-Hannifin Corporation (“Parker”) entered into an agreement to acquire the majority of the underlying businesses held by an investee of Filtran through a planned merger, while Donaldson Company, Inc.

entered into an agreement to acquire the remaining business on February 2, 2026.

As a result of the updated net asset value provided by the investee considering the above transactions, we recorded a gain of $ 18.5 in the fourth quarter of 2025 (in addition to a gain of $ 4.5 recorded in the first quarter of 2025 using the investee's most recent audited financial statements).

The acquisition agreements contain customary termination rights, require various regulatory approvals, as well as in the case of the Parker transaction, the right of either Parker or Filtran to terminate if the completion of the merger shall not have occurred prior to February 10, 2027, which date may be extended upon the satisfaction of certain conditions.

We maintain no control over, or involvement in, the sale process, which may not come to fruition.

As of December 31, 2025 and 2024, the equity security had an estimated value of $ 58.2 and $ 35.2 , respectively, recorded in “Other assets” on the consolidated balance sheets.

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

Indebtedness — The estimated fair value of our debt instruments as of December 31, 2024 and December 31, 2023 approximated the related carrying values due primarily to the variable market-based interest rates for such instruments.

The following table provides a reconciliation of activity for the equity security for the year ended December 31, 2025:

Balance at beginning of period $ 35.2

Change in value of equity security 23.0

Balance at end of period $ 58.2

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

See Note 13 for fur ther details.

(18) Subsequent Event

On January 27, 2025, we completed the acquisition of Kranze Technology Solutions, Inc.

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

We purchased KTS for net cash consideration of approximately $ 342.0 , inclusive of amounts paid related to future service obligations of existing employees.

The acquisition was funded through borrowings on our revolving credit facilities under our Credit Agreement.

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

(18) Subsequent Events

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

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

We purchased Thermolec for net cash consideration of approximately $ 141.5 .

The acquisition was funded through cash on hand.

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.

We purchased Crawford for net cash consideration of approximately $ 300.0 .

The acquisition was funded through cash on hand and borrowings on our revolving credit facilities under our Amended Credit Agreement.

The post-acquisition results of Crawford's commercial air handling equipment businesses will be reflected within our HVAC reportable segment.

Crawford's industrial and transportation products businesses, which includes businesses serving aerospace, defense, transportation, and marine markets, are 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.

Due to the size, complexity and timing of the close of the acquisitions, the acquisition accounting for both business combinations is incomplete at the time of this filing.

As a result, we are unable to provide the amounts recognized as of the acquisition dates for the major classes of assets acquired and liabilities assumed, pre-acquisition contingencies and goodwill.

We expect to allocate a portion of the purchase price to identifiable intangible assets such as developed technology, customer relationships, trademarks, and backlog.

In addition, we are unable to provide pro forma revenues and earnings of the combined entity.

All required disclosures will be included in our Quarterly Report on Form 10-Q for the fiscal first quarter ending March 28, 2026.

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data