What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-25 compared with 2025-02-26 · 28 added, 41 removed, 207 unchanged (25% of the section changed)

15 unchanged sentences

Based on this assessment, our Chief Executive Officer and Chief Financial Officer concluded that our internal control over financial reporting was effective as of December 31, 2025.

Management excluded from its assessment of internal control over financial reporting as of December 31, 2024, the internal control over financial reporting of Ingénia, which was acquired on February 7, 2024.

Management excluded from its assessment of internal control over financial reporting as of December 31, 2025, the internal control over financial reporting of KTS, which was acquired on January 27, 2025 and Sigma & Omega, which was acquired on April 15, 2025.

This exclusion is consistent with guidance issued by the U.S.

Securities and Exchange Commission that an assessment of a recently acquired business may be omitted from the scope of management's report on internal control over financial reporting in the year of acquisition.

The total assets (excluding goodwill and intangible assets, which are included within the scope of our assessment) and revenues of Ingénia represented 4.2% and 3.7% of our consolidated total assets and revenues, respectively, as of and for the year ended December 31, 2024.

See a discussion of this acquisition in Notes 1 and 4 to our consolidated financial statements.

The total assets (excluding goodwill and intangible assets, which are included within the scope of our assessment) and revenues of KTS and Sigma & Omega represented 3.2% and 6.1% of our consolidated total assets and revenues, respectively, as of and for the year ended December 31, 2025.

See a discussion of these acquisitions in Notes 1 and 4 to our consolidated financial statements.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report included in this Form 10-K.

8 unchanged sentences

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 24, 2026, expressed an unqualified opinion on those financial statements.

As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Ingénia Technologies Inc.

(“Ingénia”), which was acquired on February 7, 2024, and whose aggregate total assets (excluding goodwill and intangible assets, which were integrated into the Company’s control environment) and aggregate revenues constitute approximately 4.2% and 3.7%, respectively, of the related amounts in the Company’s consolidated financial statements as of and for the year ended December 31, 2024.

Accordingly, our audit did not include the internal control over financial reporting at Ingénia.

As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Kranze Technology Solutions, Inc.

(“KTS”) and Sigma Heating and Cooling and Omega Heat Pump (“Sigma & Omega”), which were acquired on January 27, 2025, and April 15, 2025, respectively and whose aggregate total assets (excluding goodwill and intangible assets, which were integrated into the Company’s control environment) and aggregate revenues constitute approximately 3.2% and 6.1%, respectively, of the related amounts in the Company’s consolidated financial statements as of and for the year ended December 31, 2025.

Accordingly, our audit did not include the internal control over financial reporting at KTS and Sigma & Omega.

Basis for Opinion

30 unchanged sentences

Lowe held positions with Milliken & Company, Lazard Technology Partners, Bain & Company, and Andersen Consulting.

Lowe is currently a director of Federal Signal Corporation.

Carano , 56, Vice President, Chief Financial Officer and Treasurer since January 2023.

5 unchanged sentences

Before joining the industrial sector, Mr.

Carano held executive roles within the financial services providers including Bank of America, Deutsche Bank and First Union Securities.

Carano held executive roles within financial services providers including Bank of America, Deutsche Bank and First Union Securities.

He began his career with FMI, a consulting and trade organization.

Randall Data , 59, became President, SPX Data Center Solutions in November 2024.

Jennifer Carpenter , 45, became Vice President and Chief Human Resources Officer in 2024.

Prior to joining SPX, she had a 21-year career at Honeywell International Inc., a diversified technology and manufacturing company, serving as Vice President, Human Resources for Digital IT at that company from May 2021 to September 2024.

Prior to this role, she was the HR leader for the global Honeywell Intelligrated business from November 2018 to May 2021 and played a major role in integrating and growing the $3 billion + acquisition with 6,000+ employees.

Prior to that, she spent over a decade supporting various businesses in the Honeywell Aerospace and Safety Productivity Solutions groups in multiple HR roles of increasing responsibility.

Carpenter earned her Master of Arts in Organizational Management from Spring Arbor University and a Bachelor of Science in Business Administration & Human Resources from Central Michigan University.

Randall Data , 60, became President, Global Operations and Data Center Solutions in November 2024.

Prior to this role, Mr.

5 unchanged sentences

Data held numerous leadership positions in the global operations of the steam generating and environmental equipment businesses.

On February 2, 2026, Mr.

Data informed the Company of his decision to retire effective as of March 20, 2026.

Sean McClenaghan , 60, became President of the HVAC Segment in early 2024.

7 unchanged sentences

McClenaghan is a member of the Board of Directors for Sto Corp.

Johnson , 49, became Vice President, Chief Legal Officer and Secretary in June 2024.

Prior to joining SPX, she served as Senior Vice President, Chief Legal Officer, General Counsel & Secretary of Dentsply Sirona Inc., a manufacturer of professional dental products and technologies, from February 2022 to February 2023.

Prior to joining Dentsply Sirona, Ms.

Johnson served as Senior Vice President, General Counsel, Corporate Secretary and Chief Ethics & Compliance Officer at W.R.

Grace, a chemical products company, from January to September 2021.

Before joining W.R.

Johnson served as Vice President, Deputy General Counsel and Assistant Corporate Secretary, at McCormick & Company, a multinational food company, since 2015.

Prior to her tenure with McCormick, Ms.

Johnson worked with H.J.

Heinz Company and Cargill, leading intellectual property matters.

She held a similar role at 3M Company, where she began her legal career.

Prior to obtaining a law degree, Ms.

Johnson worked at 3M as a product development lead and chemical engineer.

Johnson founded the strategic advisory firm, Gravitas Capital Advisors, in 2019 and periodically provided services through that firm until June 2024.

Johnson earned her law degree from the University of Minnesota Law School and her undergraduate degree in Chemical Engineering from Florida A&M University.

Cherée also serves as a member of the Advisory Board of the Johns Hopkins Bloomberg School of Public Health, the Advisory Board of University of Minnesota Law School and serves as a Board member and advisor for several privately-held organizations.

Swann, III , 55, became President of the Detection & Measurement Segment in late 2022.

Prior to this role, he served as President, Weil-McLain and Marley Engineered Products since August 2013, President, Radiodetection since September 2015 and President, Heating and Location & Inspection since 2018.

Swann joined SPX in 2004, was appointed an officer of the company in September 2015, and previously served as President, Hydraulic Technologies

from January 2011 to August 2013, Vice President of New Venture Development from February 2010 to January 2011, and Director of Business Development from August 2004 to February 2010.

Swann joined SPX in 2004, was appointed an officer of the company in September 2015, and previously served as President, Hydraulic Technologies from January 2011 to August 2013, Vice President of New Venture Development from February 2010 to January 2011, and Director of Business Development from August 2004 to February 2010.

Prior to joining SPX, Mr.

Swann held positions with PricewaterhouseCoopers and Andersen Business Consulting.

Jennifer Carpenter , 44, became Vice President and Chief Human Resources Officer in 2024.

Prior to that, she spent over a decade supporting various businesses in the Honeywell Aerospace and Safety Productivity Solutions groups in multiple HR roles of increasing responsibility.

Jennifer earned her Master of Arts in Organizational Management from Spring Arbor University and a Bachelor of Science in Business Administration & Human Resources from Central Michigan University.

Whitman , 56, became Vice President, General Counsel and Secretary in January 2026.

Whitman joined SPX following a 20-year career with Parker-Hannifin Corporation, including the last 14 years as Vice President, Law, Deputy General Counsel and Assistant Secretary.

Prior to joining Parker-Hannifin, he was a partner with the Cleveland law firm of Tarolli Sundheim Covell & Tummino.

Before attending law school, Mr.

Whitman served in various engineering roles at Ingersoll-Rand and Air Technologies.

Whitman earned his Juris Doctor from the University of Akron School of Law and his bachelor’s degree in mechanical engineering from Purdue University.

c) Section 16(a) Beneficial Ownership Reporting Compliance.

10 unchanged sentences

The Company believes that its insider trading policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Form 10-K.

The Company’s insider trading policy is filed as Exhibit 19.1 to this Form 10-K.

Executive Compensation

41 unchanged sentences

and SPX Corporation, incorporated by reference from the Current Report on Form 8-K of SPX Corporation filed on September 28, 2015 (File no.

2.4 — Stock Purchase Agreement among SPX Corporation, SPX Transformer Solutions, Inc., GE Prolec Transformers, Inc.

and Prolec GE Internacional, S.

dated as of June 8, 2021, incorporated by reference from the Current Report on Form 8-K of SPX Corporation filed on June 9, 2021 (File no.

2.4 — Agreement and Plan of Merger, dated as of April 28, 2023, by and among, SPX Enterprises, LLC, SPX Electric Heat, Inc., ASPEQ Parent Holdings, Inc., and Industrial Growth Partners V, L.P, incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on August 1, 2023 (File no.

4 unchanged sentences

3.2 — By-laws of SPX Technologies, Inc., Amended and Restated on May 14, 2024, incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed on May 14, 2024 (File no.

4.1 — Description of Capital Stock .

4.1 — Description of Capital Stock, incorporated by reference to Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2024 (File no.

10.1 — Amended and Restated Credit Agreement, dated as of August 12, 2022, by and among SPX Enterprises, LLC, as the U.S.

6 unchanged sentences

Borrower, SPX Technologies, Inc., the other Guarantors party thereto, Bank of America, N.A., as the Administrative Agent, and the Lenders party thereto, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on September 3, 2024 (File no.

10.6 — Third Amendment to Amended and Restated Credit Agreement and Amendment to Amended and Restated Guarantee and Collateral Agreement dated as of September 9, 2025 among SPX Enterprises, LLC, as the U.S.

†10.7 — Trademark License Agreement, dated as of September 26, 2015, by and between SPX FLOW, Inc.

4 unchanged sentences

*†10.11 — SPX 2019 Stock Compensation Plan, incorporated by reference to Appendix A of the definitive proxy statement of SPX Corporation for its 2019 Annual Meeting of Stockholders, filed March 28, 2019 (File no.

*10.11 — Form of Performance-Based Restricted Stock Unit Agreement (Pre-August 2022) under the SPX 2019 Stock Compensation Plan, incorporated by reference from the Current Report on Form 8-K of SPX Corporation filed on May 10, 2019 (File no.

*10.12 — Form of Time-Based Restricted Stock Unit Agreement (Pre-August 2022) under the SPX 2019 Stock Compensation Plan, incorporated by reference from the Current Report on Form 8-K of SPX Corporation filed on May 10, 2019 (File no.

*10.13 — Form of Cash-Settled Performance Unit Agreement (Pre-August 2022) under the SPX 2019 Stock Compensation Plan, incorporated by reference from the Current Report on Form 8-K of SPX Corporation filed on May 10, 2019 (File no.

*10.12 — Form of Stock Option Agreement (Pre-August 2022) under the SPX 2019 Stock Compensation Plan, incorporated by reference from the Current Report on Form 8-K of SPX Corporation filed on May 10, 2019 (File no.

*10.15 — Form of Time-Based Restricted Stock Unit Agreement for Non-Employee Directors (Pre-August 2022) under the SPX 2019 Stock Compensation Plan, incorporated by reference from the Current Report on Form 8-K of SPX Corporation filed on May 10, 2019 (File no.

*10.13 — Form of Time-based Restricted Stock Unit Award Agreement under the SPX 2019 Stock Compensation Plan, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on November 2, 2022 (File no.

24 unchanged sentences

*10.37 — Form of Officer Severance Benefit Agreement, incorporated by reference to Exhibit 10.6 to our Quarterly Report on Form 10-Q for the period ended October 1, 2022 (File no.

19.1 — Insider Trading Policy

19.1 — Insider Trading Policy, incorporated by reference to Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024 (File no.

21.1 — Subsidiaries.

16 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures