What changed in this filing

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Item 1. Financial Statements

2026-05-01 compared with 2025-10-31 · 413 added, 528 removed, 604 unchanged (61% of the section changed)

4 unchanged sentences

in millions, except per share amounts)

Three months ended Nine months ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Three months ended

2026 March 29,

Revenues $ 566.8 $ 482.6

2 unchanged sentences

Selling, general and administrative 119.4 109.5

Intangible amortization 24.6 16.6 68.9 48.2

Selling, general and administrative — intangible amortization 23.3 19.7

Special charges, net 0.2 0.1

Other operating expense, net — — 0.5 8.4

Operating income 87.7 66.6

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

Other income (expense), net ( 3.0 ) 2.7

Interest expense ( 8.4 ) ( 12.3 )

Interest income 1.1 0.9

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

Income from continuing operations before income taxes 77.4 57.9

1 unchanged sentence

Income from continuing operations 64.4 51.7

Income (loss) from discontinued operations, net of tax — — — —

Income from discontinued operations, net of tax 1.6 —

Loss on disposition of discontinued operations, net of tax ( 6.1 ) ( 0.5 )

17 unchanged sentences

in millions, except share data)

September 27,

2026 December 31,

16 unchanged sentences

Deferred income taxes 2.1 2.2

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

Assets of DBT and Heat Transfer (includes cash and equivalents of $ 1.8 and $ 2.0 at March 28, 2026 and December 31, 2025, respectively) (Note 3)

TOTAL ASSETS $ 3,879.5 $ 3,604.6

15 unchanged sentences

Stockholders' Equity:

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

Common stock ( 57,671,217 and 50,058,540 is sued and outstanding at March 28, 2026, respectively, and 57,570,062 and 49,866,896 issued and outstanding at December 31, 2025, respectively)

Paid-in capital 1,927.3 1,938.2

1 unchanged sentence

Accumulated other comprehensive income 254.2 260.5

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

Common stock in treasury ( 7,612,677 and 7,703,166 shares at March 28, 2026 and December 31, 2025, respectively)

( 439.4 ) ( 444.6 )

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

Three months ended September 27, 2025

Common Stock Paid-In Capital Retained Earnings Accum.

Other Comprehensive Income Common Stock In Treasury Total Stockholders’ Equity

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

Three months ended March 28, 2026

Stock Paid-In

Capital Retained

Earnings Accum.

Comprehensive

Income Common

Treasury Total

Stockholders’

Balance at December 31, 2025 $ 0.6 $ 1,938.2 $ 482.8 $ 260.5 $ ( 444.6 ) $ 2,237.5

Net income — — 59.9 — — 59.9

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

— 551.1 — — — 551.1

Other comprehensive loss, net — — — ( 6.3 ) — ( 6.3 )

4 unchanged sentences

Restricted stock unit vesting — ( 22.1 ) — — 5.2 ( 16.9 )

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

Nine months ended September 27, 2025

Balance at March 28, 2026 $ 0.6 $ 1,927.3 $ 542.7 $ 254.2 $ ( 439.4 ) $ 2,285.4

Three months ended March 29, 2025

Common Stock Paid-In Capital Retained Earnings Accum.

2 unchanged sentences

Net income — — 51.2 — — 51.2

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

— 551.1 — — — 551.1

Other comprehensive income, net — — — 9.8 — 9.8

4 unchanged sentences

Restricted stock unit vesting — ( 18.9 ) — — 6.7 ( 12.2 )

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

Three months ended September 28, 2024

Common Stock Paid-In Capital Retained Earnings Accum.

Other Comprehensive Income Common Stock In Treasury Total Stockholders’ Equity

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

Net income — — 50.2 — — 50.2

Other comprehensive income, net — — — 15.5 — 15.5

Incentive plan activity

— 4.7 — — — 4.7

Long-term incentive compensation expense

— 4.0 — — — 4.0

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

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

Nine months ended September 28, 2024

Common Stock Paid-In Capital Retained Earnings Accum.

Other Comprehensive Income Common Stock In Treasury Total Stockholders’ Equity

Balance at December 31, 2023 $ 0.5 $ 1,353.6 $ 38.3 $ 261.1 $ ( 458.9 ) $ 1,194.6

Net income — — 143.4 — — 143.4

Other comprehensive loss, net — — — ( 0.7 ) — ( 0.7 )

Incentive plan activity

— 19.0 — — — 19.0

Long-term incentive compensation expense

— 11.0 — — — 11.0

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

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

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

The accompanying notes are an integral part of these statements.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine months ended

September 27,

2025 September 28,

Three months ended

2026 March 29,

Cash flows from (used in) operating activities:

2 unchanged sentences

Income from continuing operations 64.4 51.7

Adjustments to reconcile income from continuing operations to net cash from operating activities:

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

Special charges, net 0.2 0.1

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

Loss on amendment/refinancing of senior credit agreement 1.5 —

Gain on change in value of equity security — ( 4.5 )

Amortization of compensation expense related to acquisition (Refer to Note 3) 3.6 4.3

3 unchanged sentences

Long-term incentive compensation 3.7 3.7

Other, net ( 0.4 ) ( 4.2 )

Other, net, including allowance for doubtful accounts ( 0.1 ) 0.2

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

4 unchanged sentences

Cash spending on restructuring actions ( 0.3 ) ( 0.5 )

Net cash from continuing operations 139.8 146.4

Net cash used in discontinued operations ( 1.7 ) ( 27.0 )

Net cash from operating activities 138.1 119.4

Net cash from (used in) continuing operations 29.8 ( 10.4 )

Net cash from (used in) discontinued operations 0.8 ( 0.5 )

Net cash from (used in) operating activities 30.6 ( 10.9 )

Cash flows from (used in) investing activities:

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

Proceeds related to company-owned life insurance policies, net 3.1 3.0

Business acquisitions, net of cash acquired ( 439.6 ) ( 304.1 )

1 unchanged sentence

Net cash used in continuing operations ( 455.0 ) ( 306.6 )

Net cash used in discontinued operations — —

Net cash from discontinued operations 59.2 —

Net cash used in investing activities ( 395.8 ) ( 306.6 )

4 unchanged sentences

Repayments under trade receivables arrangement ( 89.0 ) ( 85.0 )

Net borrowings (repayments) under other financing arrangements 0.1 ( 0.8 )

Net borrowings under other financing arrangements 0.2 0.5

Minimum withholdings paid on behalf of employees for net share settlements, net of proceeds from the exercise of employee stock options ( 14.6 ) ( 9.8 )

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

Financing fees paid ( 4.7 ) ( 2.6 )

Net cash from continuing operations 157.6 335.7

5 unchanged sentences

Consolidated cash and equivalents, end of period $ 158.3 $ 182.2

Nine months ended

September 27,

2025 September 28,

Three months ended

2026 March 29,

Components of cash and equivalents:

18 unchanged sentences

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, or requiring a significant investment of resources.

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-Q.

Acquisition of Ingénia

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

(“Ingénia”) which specializes in the design and manufacture of custom air handling units that demand high levels of precision and reliability in healthcare, pharmaceutical, education, food processing and industrial end markets.

We purchased Ingénia for cash consideration of $ 292.0 , net of (i) an adjustment to the purchase price of $ 2.1 received during the third quarter of 2024 related to acquired working capital and (ii) cash acquired of $ 1.5 .

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

Acquisition of KTS

1 unchanged sentence

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

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

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

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

Acquisition of 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 $ 143.6 , net of cash acquired of $ 0.2 .

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

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

On April 15, 2025, we completed the acquisitions 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 recorded 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 facility under our senior credit facilities.

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

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 and are subject to change, primarily for the final assessment and valuation of certain tax amounts and other judgmental reserves.

Acquisition of Thermolec

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 cash consideration of $ 140.2 , net of cash acquired of $ 1.3 .

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

The acquisition was funded through cash on hand.

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

Acquisition of Crawford

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

We purchased Crawford United for cash consideration of $ 299.4 , net of cash acquired of $ 0.6 .

The acquisition was funded through cash on hand and borrowings on our revolving credit facility under our senior credit facilities.

The post-acquisition results of Crawford United's commercial air handling equipment businesses (“Crawford”) are reflected within our HVAC reportable segment.

Crawford United's industrial and transportation products businesses (“Non-core businesses”), which includes businesses serving aerospace, defense, transportation, and marine markets, are non-core to our long-term strategy.

These Non-core businesses were recorded as assets held for sale upon

acquisition, with their results reported as discontinued operations while we identified a suitable buyer and executed our plan to sell these businesses within twelve months.

On March 27, 2026, we completed the sale of the Non-core businesses for an aggregate cash sale price of $ 60.0 .

In connection with the sale, we received net cash proceeds of $ 59.2 , net of cash and debt contributed of $ 1.4 and $ 2.2 , respectively, and recorded a loss of $ 5.7 to “Loss on disposition of discontinued operation, net of tax” within the condensed consolidated statement of operations for the three months ended March 28, 2026.

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

Refer to Note 3 for additional information.

The assets acquired and liabilities assumed in the Thermolec and Crawford transactions 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 tax amounts and other judgmental reserves.

Preparing financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses.

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The interim closing dates for the first, second and third quarters of 2026 are March 28, June 27, and September 26, compared to the respective March 29, June 28, and September 27 dates of 2025.

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

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

We had one less day in the first quarter of 2026 and will have one more day in the fourth quarter of 2026 than in the respective 2025 periods.

It is not practicable to estimate the impact of the one less day on our consolidated operating results for the three months ended March 28, 2026, when compared to the consolidated operating results for the 2025 respective period.

(2) NEW ACCOUNTING PRONOUNCEMENTS

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

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.

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 our consolidated financial position, results of operations or cash flows.

In November 2024, the FASB issued ASU No.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2024-03, which requires companies to disclose, on an interim and annual basis, additional information about specific expense categories in the notes to the financial statements.

In addition, ASU 2024-03 requires companies to disclose a qualitative description of amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and, on an annual basis, disclose the total amount of selling expenses and our definition of selling expenses.

ASU 2024-03, further clarified by ASU 2025-01, will be effective for annual reporting periods beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027, and will be applied on a prospective basis with the option to apply the standard retrospectively, with early adoption permitted.

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

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

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 by Business Entities, which establishes authoritative guidance on the accounting for government grants received by business entities.

ASU 2025-10 is effective for annual reporting periods beginning after December 15, 2028, and interim

reporting periods within those annual reporting periods, and will be applied on a modified prospective approach with the option to apply the standard on a modified retrospective approach or a retrospective approach.

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

(3) ACQUISITIONS AND DISCONTINUED OPERATIONS

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

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

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

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

During the three months ended March 28, 2026, we made no such acquisitions.

For the three months ended March 29, 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.

Acquisition of Crawford United

As indicated in Note 1, on February 6, 2026, we completed the acquisition of Crawford United for net cash consideration of $ 299.4 , net of cash acquired of $ 0.6 .

The following is a summary of the recorded preliminary fair values of the assets acquired and liabilities assumed for Crawford United as of February 6, 2026:

Assets acquired:

Current assets, including cash and equivalents of $ 0.6

Property, plant and equipment 4.0

Goodwill 129.7

Intangible assets 128.9

Other assets 7.6

Assets held for sale (Non-core businesses) 80.2

Total assets acquired 372.5

Current liabilities assumed 15.9

Non-current liabilities assumed (1)

Liabilities held for sale (Non-core businesses) 20.1

Net assets acquired $ 300.0

___________________________

(1) Includes net deferred income tax liabilities and other liabilities of $ 32.1 and $ 4.4 , respectively.

The identifiable intangible assets acquired related to Crawford consis t of customer relationships, customer backlog, technology, and definite-lived trademarks of $ 77.1 , $ 19.4 , $ 17.7 , and $ 14.7 , respectively, with suc h amounts based on an assessment of the related fair values.

We expect to amortize these customer relationships, customer backlog, technology, and definite-lived trademark assets over 11.0 , 1.0 , 12.0 , and 11.0 y ears, respectively.

We acquired gro ss receivables related to Crawford of $ 12.8 , 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 related to Crawford include expected North American volume growth from enhancing Crawford's existing facilities, increased volumes achieved through commercial synergies with existing SPX businesses, 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 Crawford of $ 13.1 and $ 0.4 , respectively, for the three months ended March 28, 2026, with the net loss impacted by charges during the three months ended March 28, 2026 of $ 4.5 associated with

amortization of the various intangible assets mentioned above, and $ 0.1 associated with the excess fair value (over historical cost) of inventory acquired which was subsequently sold.

Acquisition of Thermolec

As indicated in Note 1, on January 20, 2026, we completed the acquisition of Thermolec for cash consideration of $ 140.2 , net of cash acquired of $ 1.3 .

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

The following is a summary of the recorded preliminary fair values of the assets acquired and liabilities assumed for Thermolec as of January 20, 2026:

Assets acquired:

Current assets, including cash and equivalents of $ 1.3

Property, plant and equipment 0.8

Goodwill 75.2

Intangible assets 79.4

Other assets 1.2

Total assets acquired 167.5

Current liabilities assumed 4.4

Non-current liabilities assumed (1)

Net assets acquired $ 141.5

___________________________

(1) Includes net deferred income tax liabilities and other liabilities of $ 20.9 and $ 0.7 , respectively.

The identifiable intangible assets acquired consis t of customer relationships, technology, and definite-lived trademarks of $ 64.3 , $ 8.2 , and $ 6.9 , respectively, with suc h amounts based on an assessment of the related fair values.

We expect to amortize the customer relationships, technology, and definite-lived trademark assets ove r 12.0 , 12.0 , and 15.0 y ears, respectively.

We acquired gro ss receivables of $ 4.0 , 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 North American market growth for Thermolec's existing operations, increased volumes achieved through commercial synergies with existing SPX businesses, procurement and operation al 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 net income for Thermolec of $ 7.4 and $ 0.7 , respectively, for the three months ended March 28, 2026, with the net income impacted by charges during the three months ended March 28, 2026 of $ 1.1 associated with amortization of the various intangible assets mentioned above, and $ 0.4 associated with the excess fair value (over historical cost) of inventory acquired which was subsequently sold.

Acquisition of Sigma & Omega

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

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

capital and cash as of the date of acquisition.

The pro forma effect of this acquisition is not material to our condensed 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:

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 recorded 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 final fair values of the assets acquired and liabilities assumed for Sigma & Omega as of April 15, 2025:

Assets acquired:

3 unchanged sentences

Intangible assets 77.6

Other assets 1.2

Total assets acquired 173.3

Current liabilities assumed 9.3

Deferred and other income taxes 20.8

Non-current liabilities assumed (1)

Net assets acquired $ 143.5

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

___________________________

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

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

Acquisition of KTS

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

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

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.

As indicated in Note 1, on January 27, 2025, we completed the acquisition of KTS for 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 recorded during the third quarter of 2025 related to acquired working capital.

We financed the acquisition with available borrowings on our revolving credit facility under our then-existing senior credit facilities.

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.

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

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

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

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

During the three months ended March 28, 2026 and March 29, 2025, we recognized compensation costs of $ 3.6 and $ 4.3 , respectively, which have been recorded to “Selling, general and administrative” within our condensed consolidated statements of operations, related to such retention agreements.

The remaining deferred compensation assets of $ 8.9 and $ 9.8 are recorded within “ Other current assets ” and “ Other assets ”, respectively, within our condensed consolidated balance sheet as of March 28, 2026.

At December 31, 2025, deferred compensation assets of $ 11.4 and $ 10.9 were recorded within “ Other current assets ” and “ Other assets ”, respectively, within our condensed consolidated balance sheet.

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:

6 unchanged sentences

Current liabilities assumed 16.5

Other long-term liabilities 4.7

Non-current liabilities assumed 4.4

Net assets acquired $ 340.0

1 unchanged sentence

(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 consis t of technology, customer relationships and contracts, trademarks, and customer backlog of $ 79.8 , $ 70.7 , $ 6.7 , and $ 7.3 , 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 , 15.0 , 9.0 , and 2.0 years, respectively.

The identifiable intangible assets acquired consis t of technology, customer relationships and contracts, definite-lived trademarks, and customer backlog of $ 79.8 , $ 70.7 , $ 6.7 , and $ 7.3 , respectively, with suc h amounts based on an assessment of the related fair values.

We expect to amortize the technology, customer relationships and contracts, definite-lived trademarks, and customer backlog assets ove r 12.0 , 15.0 , 9.0 , and 2.0 years, respectively.

We acquired gro ss 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.

1 unchanged sentence

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

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

Acquisition of Ingénia

As indicated in Note 1, on February 7, 2024, we completed the acquisition of Ingénia, for $ 292.0 , net of (i) an adjustment to the purchase price of $ 2.1 received during the third quarter of 2024 related to acquired working capital and (ii) cash acquired of $ 1.5 .

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.

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:

Assets acquired:

Current assets, including cash and equivalents of $ 1.5

Property, plant and equipment 73.6

Goodwill 142.4

Intangible assets 97.9

Total assets acquired 345.1

Current liabilities assumed 14.5

Deferred and other income taxes 37.1

Net assets acquired $ 293.5

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.

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

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

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

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

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

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

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

Three months ended Nine months ended

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

Corporate expense $ 0.4 $ 0.2 $ 4.0 $ 3.1

Acquisition and integration-related costs 7.0 0.7 19.0 1.7

Consolidated operating income $ 7.4 $ 0.9 $ 23.0 $ 4.8

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

We recognized revenues and a net loss for KTS of $ 8.5 and $ 6.4 , respectively, for the three months ended March 29, 2025 with the net loss impacted by charges during the three months ended March 29, 2025 of (i) $ 4.3 of compensation costs related to acquired retention agreements, (ii) $ 3.2 associated with amortization of the various intangible assets mentioned above, and (iii) $ 0.3 associated with the excess fair value (over historical cost) of inventory acquired which was subsequently sold.

The following unaudited pro forma information presents our condensed consolidated results of operations for the three months ended March 28, 2026 and March 29, 2025, respectively, as if the acquisitions of Crawford and Thermolec had taken place on January 1, 2025 and the acquisition of KTS had taken place on January 1, 2024 .

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

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 planned integration of KTS and Ingénia.

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

Three months ended Nine months ended

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

however, these results do not include any anticipated cost savings or expenses of the planned integration of Crawford, Thermolec or KTS.

These pro forma condensed 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 beginning during the first quarter of 2025 for Crawford and Thermolec and the first quarter of 2024 for KTS, and the related income tax effects.

Three months ended

March 28, 2026 March 29, 2025

Revenues $ 576.5 $ 518.2

7 unchanged sentences

Diluted $ 1.27 $ 1.14

Acquisition and Integration-related Costs

During the three months ended March 28, 2026 and March 29, 2025, we incurred acquisition and integration-related costs for KTS, Sigma & Omega, Thermolec, Crawford, and Ingénia Technologies Inc.

(“Ingénia”) of $ 7.7 and $ 8.2 , respectively.

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

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

Three months ended

Affected line item in Note 6 March 28, 2026 March 29, 2025

Corporate expense $ 2.7 $ 2.2

Acquisition and integration-related costs 5.0 6.0

Consolidated operating income $ 7.7 $ 8.2

Non-core Businesses

As discussed in Note 1, during the three months ended March 28, 2026, in connection with the acquisition of Crawford United, the Company concluded that the assets and liabilities of the Non-core businesses were ancillary to the Company’s long‑term strategic objectives and met the criteria to be classified as held for sale.

Accordingly, the post‑acquisition operating results of these businesses are reported as discontinued operations.

On March 27, 2026, we completed the sale of the Non-core businesses for an aggregate cash sale price of $ 60.0 .

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

There were no assets or liabilities of the Non-core businesses included in the condensed consolidated balance sheet as of March 28, 2026, as the disposition was completed during the three months ended March 28, 2026.

For the three months ended March 28, 2026 , results of operations from the Non-core businesses prior to their sale were as follows:

Three months ended

March 28, 2026

Income from discontinued operations $ 2.2

Income tax provision ( 0.6 )

Income from discontinued operations, net $ 1.6

Wind-Down of DBT Business

We completed the wind-down of our DBT Technologies (PTY) LTD (“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 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 the large projects, Mitsubishi Heavy Industries Power — ZAF (f.k.a.

Mitsubishi-Hitachi Power Systems Africa (PTY) LTD) (“MHI”), which had also asserted claims against DBT.

As previously disclosed in our 2024 Annual Report on Form 10-K, 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”).

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.

as guarantor of DBT's performance on the projects.

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

The assets and liabilities of DBT have been included within “ Assets of DBT and Heat Transfer ” and “ Liabilities of DBT and Heat Transfer, ” respectively, on the condensed consolidated balance sheets as of September 27, 2025 and December 31, 2024 .

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

September 27, 2025 December 31, 2024

The major line items constituting DBT ’ s assets and liabilities as of March 28, 2026 and December 31, 2025 are shown below:

March 28, 2026 December 31, 2025

Cash and equivalents $ 1.8 $ 2.0

9 unchanged sentences

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

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

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

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

Refer to Note 13 for additional details.

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

Wind-Down of the Heat Transfer Business

1 unchanged sentence

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

The assets and liabilities of Heat Transfer have been included within “Assets of DBT and Heat Transfer” and “Liabilities of DBT and Heat Transfer,” respectively, on the condensed consolidated balance sheets as of September 27, 2025 and December 31, 2024.

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

September 27, 2025 December 31, 2024

Cash and equivalents $ 0.1 $ 0.1

Other current assets 0.3 0.3

Total assets of Heat Transfer $ 0.4 $ 0.4

Accounts payable $ 0.1 $ 0.1

Total liabilities of Heat Transfer $ 0.1 $ 0.1

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 these and other previous divestitures may be materially adjusted in subsequent periods.

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

Three months ended Nine months ended

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

The assets and liabilities of Heat Transfer have been included within “ Assets of DBT and Heat Transfer ” and “ Liabilities of DBT and Heat Transfer, ” respectively, on the condensed consolidated balance sheets as of March 28, 2026 and December 31, 2025.

At March 28, 2026 and December 31, 2025, Heat Transfer had total assets and liabilities of $ 0.3 and $ 0.0 , respectively.

For the three months ended March 28, 2026 and March 29, 2025, results of operations from our businesses reported as discontinued operations (excluding the Non-core businesses) were as follows:

Three months ended

March 28, 2026 March 29, 2025

Loss from discontinued operations (1)

$ ( 0.1 ) $ ( 0.5 )

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

Income tax provision ( 0.3 ) —

Loss from discontinued operations, net $ ( 0.4 ) $ ( 0.5 )

___________________________

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

(1) Loss for the three months ended March 28, 2026 and March 29, 2025 related primarily to costs incurred to support DBT through the subcontractor liquidation process mentioned above.

(4) REVENUES FROM CONTRACTS

Disaggregated Revenues

We disaggregate revenue from contracts with customers by major product line and based on the timing of recognition for each of our reportable segments, as we believe such disaggregation best depicts how the nature, amount, timing, and uncertainty of our revenues and cash flows are affected by economic factors, with such disaggregation presented below for the three and nine months ended September 27, 2025 and September 28, 2024:

Three months ended September 27, 2025

Reportable Segments HVAC Detection and Measurement Total

Major product lines

Package and process cooling equipment and services, and engineered air movement and handling solutions $ 236.5 $ — $ 236.5

Hydronic heating, electrical heating, and ventilation 150.9 — 150.9

Underground locators, inspection and rehabilitation

equipment, and robotic systems — 63.4 63.4

Communication technologies, aids to navigation, and transportation systems — 142.0 142.0

$ 387.4 $ 205.4 $ 592.8

Timing of Revenue Recognition

Revenues recognized at a point in time $ 353.9 $ 168.0 $ 521.9

Revenues recognized over time 33.5 37.4 70.9

$ 387.4 $ 205.4 $ 592.8

Nine months ended September 27, 2025

Reportable Segments HVAC Detection and Measurement Total

Major product lines

Package and process cooling equipment and services, and engineered air movement and handling solutions $ 674.4 $ — $ 674.4

Hydronic heating, electrical heating, and ventilation 412.7 — 412.7

Underground locators, inspection and rehabilitation

equipment, and robotic systems — 189.6 189.6

Communication technologies, aids to navigation, and transportation systems — 351.1 351.1

$ 1,087.1 $ 540.7 $ 1,627.8

Timing of Revenue Recognition

Revenues recognized at a point in time $ 1,003.4 $ 461.4 $ 1,464.8

Revenues recognized over time 83.7 79.3 163.0

$ 1,087.1 $ 540.7 $ 1,627.8

Three months ended September 28, 2024

Three months ended March 28, 2026

Reportable Segments HVAC Detection and Measurement Total

10 unchanged sentences

$ 394.0 $ 172.8 $ 566.8

Nine months ended September 28, 2024

Three months ended March 29, 2025

Reportable Segments HVAC Detection and Measurement Total

15 unchanged sentences

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

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

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

Contract Balances September 27, 2025 December 31, 2024 Change

Project volumes, primarily within our communications 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 March 28, 2026 and December 31, 2025 :

Contract Balances March 28, 2026 December 31, 2025 Change

Contract Accounts Receivable (1)

8 unchanged sentences

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

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

Contract Balances September 28, 2024 December 31, 2023 Change

Our contract balances consisted of the following as of March 29, 2025 and December 31, 2024 :

Contract Balances March 29, 2025 December 31, 2024 Change

Contract Accounts Receivable $ 311.6 $ 305.4 $ 6.2

3 unchanged sentences

Net contract balance $ 264.6 $ 250.4 $ 14.2

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

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

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

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

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

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

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

During the three months ended March 28, 2026, changes in contract balances were also impacted by the acquisitions of Thermolec and Crawford.

At March 28, 2026, Contract Account Receivables, contract assets, and current contract liabilities attributable to Crawford were $ 15.6 , $ 3.5 , and $ 4.9 , respectively.

At March 28, 2026, Contract Account Receivables attributable to Thermolec were $ 3.9 .

During the three months ended March 28, 2026, we recognized revenues o f $ 37.1 related to our contract liabilities at December 31, 2025 .

During the three months ended March 29, 2025, we recognized revenues of $ 28.7 related to our contract liabilities at December 31, 2024.

Performance Obligations

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

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

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

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

As of March 28, 2026, the aggre gate amount allo cated to remaining performance obligations was $ 238.4 .

We expect to recognize revenue on approximately 65 % and 78 % of remaining performance obligations over the next 12 and 24 months, respectively, with the remaining recognized thereafter.

There were no material changes to our operating and finance leases during the three months ended March 28, 2026.

Balances at March 28, 2026 include additional operating right-of-use assets and lease obligations of $ 7.3 and $ 1.2 related to the Crawford and Thermolec acquisitions, respectively.

(6) INFORMATION ON REPORTABLE SEGMENTS AND CORPORATE EXPENSE

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

We are a diversified, global supplier of highly specializ ed, 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 Financial Accounting Standards Board Codification (the “Codification”).

6 unchanged sentences

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.

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 hydronic and electrical heating and ventilation products for the residential, institutional, 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.

6 unchanged sentences

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

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

Three months ended Nine months ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Financial data for our reportable segments for the three months ended March 28, 2026 and March 29, 2025 are presented below:

Three months ended

March 28, 2026 March 29, 2025

HVAC reportable segment

Revenues $ 394.0 $ 323.0

Cost of product sold 236.1 206.0 661.8 615.2

Cost of products sold 246.6 199.6

Selling, general and administrative expense 58.8 49.5

2 unchanged sentences

Revenues $ 172.8 $ 159.6

Cost of product sold 116.6 80.1 300.3 251.9

Cost of products sold 88.2 86.8

Selling, general and administrative expense 37.9 36.2

4 unchanged sentences

Acquisition and integration-related costs (1)

7.7 1.4 21.0 6.3

Long-term incentive compensation expense 3.7 3.7

1 unchanged sentence

Special charges, net 0.2 0.1

Other operating expense, net (2)

Consolidated operating income 87.7 66.6

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

Other income (expense), net ( 3.0 ) 2.7

Interest expense ( 8.4 ) ( 12.3 )

Interest income 1.1 0.9

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

Income from continuing operations before income taxes $ 77.4 $ 57.9

2 unchanged sentences

Detection and Measurement reportable segment 2.0 0.8

Capital expenditures of reportable segments 18.3 5.5

Corporate 0.2 —

3 unchanged sentences

Detection and Measurement reportable segment 9.6 9.5

Depreciation and amortization of reportable segments 31.5 26.4

Corporate 0.6 0.6

Total depreciation and amortization $ 32.1 $ 27.0

Three months ended Nine months ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Three months ended

March 28, 2026 March 29, 2025

Geographic Areas:

5 unchanged sentences

$ 566.8 $ 482.6

September 27, 2025 December 31, 2024

March 28, 2026 December 31, 2025

Tangible Long-Lived Assets:

2 unchanged sentences

Other 35.3 35.6

Long-lived assets of continuing operations 564.2 543.2

Long-lived assets of discontinued operations, DBT and Heat Transfer — —

Total tangible long-lived assets $ 564.2 $ 543.2

_____________________________

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

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

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

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

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

(1) Represents acquisition and integration-related costs incurred in connection with acquisitions of $ 5.0 and $ 6.4 during the three months ended March 28, 2026 and March 29, 2025, respectively, including “Cost of products sold” related to the step-up of inventory (to fair value) acquired in connection with th e Thermolec and Crawford acquisitions of $ 0.4 and $ 0.1 , respectively, during the three months ended March 28, 2026 and the KTS acquisition of $ 0.3 during the three months ended March 29, 2025.

(2) Includes intangible asset amortization of $ 0.9 recorded in cost of products sold within the condensed consolidated statement of operations for the three months ended March 28, 2026.

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

(7) SPECIAL CHARGES, NET

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

Three months ended Nine months ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Special charges, net, for the three months ended March 28, 2026 and March 29, 2025 are described in more detail below:

Three months ended

2026 March 29,

HVAC reportable segment $ — $ ( 0.2 )

2 unchanged sentences

Total $ 0.2 $ 0.1

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

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

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

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

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

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

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

Nine months ended

September 27,

2025 September 28,

HVAC — Activity for the three months ended March 29, 2025 related pri marily to severance costs associated with a restructuring action at one of the segment's cooling businesses.

De tection and Measurement — Charges for the three months ended March 28, 2026 and March 29, 2025 related primarily to severance costs associated with restructuring actions at the segment's inspection and rehabilitation business.

Corporate — Charges for the three months ended March 29, 2025 related primarily to severance costs associated with restructuring actions.

No significant future charges are expected t o be incurred under actions approved as of March 28, 2026.

The following is an analysis of our restructuring liabilities for the three months ended March 28, 2026 and March 29, 2025:

Three months ended

2026 March 29,

Balance at beginning of year $ 0.5 $ 1.8

1 unchanged sentence

Utilization — cash ( 0.3 ) ( 0.5 )

Currency translation adjustment and other — —

Balance at end of period $ 0.4 $ 1.4

(8) INVENTORIES, NET

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

September 27,

Inventories are accounted for under the first-in, first-out method and are comprised of the following at March 28, 2026 and December 31, 2025:

2026 December 31,

5 unchanged sentences

(9) GOODWILL AND OTHER INTANGIBLE ASSETS

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

The changes in the carrying amount of goodwill for the three months ended March 28, 2026 were as follows:

2025 Goodwill

1 unchanged sentence

Combinations (1)

Translation September 27,

Translation March 28,

HVAC reportable segment

10 unchanged sentences

___________________________

(1) Reflects (i) goodwill acquired with the KTS and Sigma & Omega acquisitions o f $ 102.8 and $ 75.3 , respectively, and an immaterial acquisition within the HVAC reportable segment.

As indicated in Note 1, the acquired assets, including goodwill, and liabilities assumed in the KTS and Sigma & Omega acquisitions have been recorded at estimates of fair value and are subject to change upon completion of acquisition accounting.

(1) Reflects goodwill acquired with the Thermolec and Crawford acquisitions of $ 75.2 and $ 129.7 , respectively, within the HVAC reportable segment.

As indicated in Note 1, the acquired assets, including goodwill, and liabilities assumed in these acquisitions have been recorded at estimates of fair value and are subject to change upon completion of acquisition accounting.

Other Intangibles, Net

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

September 27, 2025 December 31, 2024

Identifiable intangible assets at March 28, 2026 and December 31, 2025 comprised the following:

March 28, 2026 December 31, 2025

Value Accumulated

11 unchanged sentences

___________________________

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

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

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

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

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

(1) The gross carrying value of identifiable intangible assets acquired with the Thermolec acquisition consist of customer relationships of $ 64.3 , technology of $ 8.2 , and definite-lived trademarks of $ 6.9 .

The gross carrying value of identifiable intangible assets acquired with the Crawford acquisition consist of customer relationships of $ 77.1 , customer backlog of $ 19.4 , technology of $ 17.7 , and definite-lived trademarks of $ 14.7 .

In connection with the acquisitions of Thermolec and Crawford, which have definite-lived intangible assets as noted above, we updated our estimated annual amortization expense related to intangible assets to approximately $ 105.0 for the full year 2026, $ 92.0 for 2027, and $ 87.0 for the three years thereafter.

At March 28, 2026, the net carrying value of intangible assets with determinable lives consisted of $ 601.9 in the HVAC reportable segment and $ 227.8 in the Detection and Measurement reportable segment.

At March 28, 2026, trademarks with indefinite lives consisted of $ 157.0 in the HVAC reportable segment and $ 64.4 in the Detection and Measurement reportable segment.

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

8 unchanged sentences

and a more likely than not expectation of selling or disposing all, or a portion, of a reporting unit.

The fair value of the net assets related to the Sigma & Omega, KTS and Ingénia acquisitions approximate their respective carrying values.

If Sigma & Omega, KTS or Ingénia are unable to achieve their current financial forecasts, or there is a change in key assumptions used in the fair value analyses (e.g.

The fair value of the net assets related to the Thermolec, Crawford, KTS and Sigma & Omega acquisitions approximate their respective carrying values.

If Thermolec, Crawford, KTS and Sigma & Omega are unable to achieve their current financial forecasts, or there is a change in key assumptions used in the fair value analyses (e.g.

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

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

As of March 28, 2026, Thermolec, Crawford, KTS and Sigma & Omega 's goodwill totaled $ 75.6 , $ 129.7 , $ 104.4 and $ 76.6 , respectively.

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

1 unchanged sentence

The primary basis for these projected revenues is the annual operating plan for each of the related businesses, which is prepared in the fourth quarter of each year.

During the fourth quarter of 2024, in connection with the 2024 annual trademark impairment analyses, 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.

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

The implied value of our ASPEQ and ULC business unit's trademarks approximated their carrying value.

If ASPEQ or ULC is unable to achieve their current revenue forecasts, or there is a change in assumptions used in the fair value analyses (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 their trademarks.

As of March 28, 2026, ASPEQ and ULC’s trademarks totaled $ 51.5 and $ 4.7 , respectively.

(10) WARRANTY

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

10 Nine months ended

September 27,

2025 September 28,

Three months ended

2026 March 29,

Balance at beginning of year $ 49.0 $ 44.7

2 unchanged sentences

Usage ( 4.6 ) ( 4.4 )

Currency translation adjustment 0.1 —

Balance at end of period 49.9 44.8

4 unchanged sentences

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

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

This transaction resulted in a settlement loss of $ 0.3 recorded in net periodic pension benefit expense during the first quarter of 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.

Net periodic benefit (income) expense for our pension and postretirement plans included the following components:

Net periodic benefit (income) expense for our pension and postretirement plans include the following components:

Domestic Pension Plans

Three months ended Nine months ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Three months ended

2026 March 29,

Service cost $ — $ —

3 unchanged sentences

Foreign Pension Plans

Three months ended Nine months ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Three months ended

2026 March 29,

Service cost $ — $ —

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Postretirement Plans

Three months ended Nine months ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Three months ended

2026 March 29,

Service cost $ — $ —

3 unchanged sentences

(12) INDEBTEDNESS

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

The following summarizes our debt activity (both current and non-current) for the three months ended March 28, 2026:

2025 Borrowings Repayments Other (5)

September 27,

Revolving loans (1)

$ — $ 189.5 $ ( 39.5 ) $ — $ 150.0

Term loans (2)

Term loan (2)

499.1 — — 0.1 499.2

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__________________________

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

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

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

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

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

(1) The revolving credit facility extends through September 9, 2030 under the terms of the agreement governing our senior credit facilities and is primarily used to provide liquidity for funding acquisitions, including related fees and expenses, and was utilized as a partial funding mechanism for the Crawford acquisition.

(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, and all quarters of 2028 and 2029, and the first two quarters of 2030.

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

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

Balances are net of unamortized debt issuance costs of $ 0.8 and $ 0.9 at March 28, 2026 and December 31, 2025, respectively.

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

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

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

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

At March 28, 2026, we had $ 72.3 of available borrowing capacity under this facility after giving effect to outstanding borrowings of $ 22.0 .

(4) Primarily includes balances under a purchase card program of $ 1.6 and $ 1.4 and finance lease obligations of $ 1.2 and $ 1.1 at March 28, 2026 and December 31, 2025, respectively.

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

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

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

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

Senior Credit Facilities

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:

Our senior credit facilities consist of the following 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.

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

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

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

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

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

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

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

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

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

The interest rates applicable to loans in U.S.

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

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

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

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

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

Less than 0.75 to 1.0

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

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

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

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

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

Greater than or equal to 3.00 to 1.0

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

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

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

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

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

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

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

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

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

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

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

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

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

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

• SPX Technologies, Inc.

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

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

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

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

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

The Amended Credit Agreement requires that we maintain:

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

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

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

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

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

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

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

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

Other Borrowings and Financing Activities

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

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

A detailed description of our senior credit facilities is included in our 202 5 Annual Report on Form 10- K .

At March 28, 2026, we had $ 1,347.3 of available borrowing capacity under our revolving credit facility, after giving effect to borrowings under the domestic revolving loan facilities of $ 150.0 and $ 2.7 reserved for outstanding letters of credit.

In addition, at March 28, 2026, we had $ 17.1 of available issuance capacity under our foreign credit instrument facilities after giving effect to $ 7.9 reserved for outstanding letters of credit.

The weighted-average interest rate of outstanding borrowings under our senior credit agreement was approximately 5.0 % at March 28, 2026.

At March 28, 2026, we were in compliance with all covenants of the agreement governing our senior credit facilities.

Company-owned Life Insurance

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

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

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

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

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

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

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

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

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

There were no amounts borrowed at March 28, 2026 and December 31, 2025.

Any amounts borrowed would incur interest at a rate of 5.3 %.

At March 28, 2026, we had capacity to borrow approximately $ 34.0 against the policies.

The cash surrender value of our investments in COLI assets was $ 59.9 and $ 60.3 at March 28, 2026 and December 31, 2025, respectively, recorded in “Other assets” on the condensed consolidated ba lance sheets.

(13) DERIVATIVE FINANCIAL INSTRUMENTS

Interest Rate Swaps

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

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

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

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

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

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

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

During 2025, commensurate with the amendment to our senior credit facilities, we settled the Swaps which resulted in a gain recorded to “Other income (expense), net” and cash received of $ 0.4 .

Prior to this settlement, the 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 Swaps as cash flow hedges.

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

Since the settlement of the Swaps, we have not entered into any further interest rate swap agreements.

Currency Forward Contracts

2 unchanged sentences

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 and to 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”).

From time to time, we enter into forward contracts to manage the exposure on contracts with forecasted transactions denominated in non-functional currencies that 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”).

Certain of our FX forward contracts are designated as cash flow hedges.

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.

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

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

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

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

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

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

Refer to Note 3 for additional details.

Changes in these derivatives’ fair value are included in accumulated other comprehensive income (“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 of occurring, 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 $ 12.5 and $ 19.3 outstanding as of March 28, 2026 and December 31, 2025, respectively, with all of the $ 12.5 scheduled to mature within one year.

There were no unrealized gains/losses recorded in AOCI related to FX forward contracts designated as cash flow hedges as of March 28, 2026 and December 31, 2025.

The fair value of these FX forward contracts was less than $ 0.1 at March 28, 2026 and December 31, 2025.

(14) STOCKHOLDERS' EQUITY AND LONG-TERM INCENTIVE COMPENSATION

1 unchanged sentence

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

Three months ended Nine months ended

September 27,

2025 September 28,

2024 September 27,

2025 September 28,

Three months ended

2026 March 29,

Weighted-average number of common shares used in basic income per share 49.924 46.453

1 unchanged sentence

Weighted-average number of common shares and dilutive securities used in diluted income per share 50.523 47.122

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

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

of the underlying common stock for the related period were 0.078 and 0.166 , respectively, for the three months ended March 28, 2026, and 0.114 and 0.248 , respectively, for the three months ended March 29, 2025.

Long-Term Incentive Compensation

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Stock options and RSU’s vest ratably over the three-year period subsequent to the date of grant.

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

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

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

Non-employee directors receive annual long-term incentive awards at the time of our annual meeting of stockholders, with the 2026 meeting scheduled for May 12, 2026.

C ompensation expense within income from continuing operations related to long-term incentive awards totaled $ 3.7 for the three months ended March 28, 2026 and March 29, 2025.

The related tax benefit was $ 0.6 for the three months ended March 28, 2026 and March 29, 2025.

PSU’s and RSU’s

We use the Monte Carlo simulation model valuation technique to determine the fair value of our restricted stock units that contain a market condition (i.e., the PSU’s).

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 March 2, 2026 and March 3, 2025.

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

Annual Expected

Volatility Annual Expected

Dividend Yield Risk-Free Interest Rate Correlation

Between Total

Return for SPX

March 2, 2026

SPX 35.76 % — % 3.46 % 43.06 %

Peer group within S&P 600 Small Cap Capital Goods Index and S&P 400 Mid Cap Capital Goods Index 37.12 % n/a 3.46 %

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 %

Annual expected stock price volatility is based on the three-year historical volatility.

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.

The average risk-free interest rate is based on the one-year through three-year daily treasury yield curve rate as of the grant date.

The following table summarizes the PSU and RSU activity from December 31, 2025 through March 28, 2026 :

Unvested PSU’s and RSU’s Weighted-Average Grant-Date Fair Value Per Share

Outstanding at December 31, 2025 0.355 $ 105.45

Granted 0.104 183.41

Vested ( 0.162 ) 79.88

Forfeited ( 0.001 ) 105.21

Outstanding at March 28, 2026 0.296 $ 146.99

As of March 28, 2026 , there was $ 26.8 of unrecognized compensation cost related to PSU’s and RSU’s.

We expect this cost to be recognized over a weighted-average period of 2.3 years.

Stock Options

On March 2, 2026, we granted 0.030 stock options, all of which were outstanding (but not exercisable) as of March 28, 2026 .

The exercise price per share of these options is $ 225.02 and the maximum contractual term of these options is 10 years.

The fair value per share of the stock options granted on March 2, 2026 was $ 99.43 .

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

Annual expected stock price volatility 39.51 %

Annual expected dividend yield — %

Risk-free interest rate 3.69 %

Expected life of stock option (in years) 6

Annual expected stock price volatility is 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.

The average risk-free interest rate is based on the five-year and seven-year treasury constant maturity rates.

The expected option life is based on a three-year pro-rata vesting schedule and represents the period of time that awards are expected to be outstanding.

The following table summarizes the stock option activity from December 31, 2025 through March 28, 2026 :

Shares Weighted-Average Exercise Price

Options outstanding at December 31, 2025 0.580 $ 59.04

Exercised ( 0.083 ) 27.40

Forfeited — —

Granted 0.030 223.57

Options outstanding at March 28, 2026 0.527 $ 73.39

As of March 28, 2026 , there was $ 4.1 of unrecognized compensation cost related to stock options.

We expect this cost to be recognized over a weighted-average period of 2.5 years.

Repurchases of Common Stock

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

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

Registered Direct Offering

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

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

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

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

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

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

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

No share repurchases were effected pursuant to this and prior authorizations during the three months ended March 28, 2026.

Accumulated Other Comprehensive Income

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

The changes in the components of accumulated other comprehensive income, net of tax, for the three months ended March 28, 2026 were as follows:

Adjustment Net Unrealized Gains

on Qualifying Cash

Flow Hedges (1)

Flow Hedges Pension and

Postretirement

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__________________________

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

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

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

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

(1) Net of tax provision of $ 0.0 as of March 28, 2026 and December 31, 2025.

The balances as of March 28, 2026 and December 31, 2025 include unamortized prior service credits.

The changes in the components of accumulated other comprehensive income, net of tax, for the three months ended March 29, 2025 were as follows:

Adjustment Net Unrealized Gains

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_________________________

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

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

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

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

Adjustment Net Unrealized Gains (Losses)

on Qualifying Cash

Flow Hedges (1)

Postretirement

Adjustment (2)

Balance at beginning of period $ 238.8 $ 2.9 $ 3.2 $ 244.9

Other comprehensive income (loss) before reclassifications 19.3 ( 1.5 ) — 17.8

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

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

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

__________________________

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

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

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

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

Adjustment Net Unrealized Gains (Losses)

on Qualifying Cash

Flow Hedges (1)

Postretirement

Adjustment (2)

Balance at beginning of period $ 251.0 $ 5.7 $ 4.4 $ 261.1

Other comprehensive income (loss) before reclassifications 7.1 ( 0.8 ) — 6.3

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

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

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

__________________________

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

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

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

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

(1) Net of tax provision of $ 0.4 and $ 0.7 as of March 29, 2025 and December 31, 2024, respectively.

(2) Net of tax provision of $ 0.8 and $ 1.0 as of March 29, 2025 and December 31, 2024, respectively.

The balances as of March 29, 2025 and December 31, 2024 include unamortized prior service credits.

The following summarizes amounts reclassified from each component of accumulated other comprehensive income for the three months ended March 28, 2026 and March 29, 2025:

Amount Reclassified from AOCI

Three months ended

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

Consolidated Statements of Operations

Gains on qualifying cash flow hedges:

Swaps $ ( 1.4 ) $ ( 2.3 ) Interest expense

Pre-tax ( 1.4 ) ( 2.3 )

Income taxes 0.4 0.6

$ ( 1.0 ) $ ( 1.7 )

Gains on pension and postretirement items:

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

Income taxes 0.2 0.2

$ ( 0.6 ) $ ( 0.6 )

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

Amount Reclassified from AOCI

Nine months ended

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

March 28, 2026 March 29, 2025 Affected Line Item in the Condensed

Consolidated Statements of Operations

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Gains on pension and postretirement items:

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

Amortization of unrecognized prior service credits - Pre-tax $ ( 0.2 ) $ ( 0.8 ) Other income (expense), net

Income taxes — 0.2

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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.

While we (and our subsidiaries) maintain property, cargo, auto, product, general liability, environmental, and directors’ and officers’ liability insurance and have acquired rights under similar policies in connection with acquisitions that we believe cover a significant portion of these claims, this insurance may be insufficient or unavailable (e.g., in the case of insurer insolvency) to protect us against potential loss exposures.

While we (and our subsidiaries) maintain property, cargo, auto, product, general liability, environmental, and directors’ and officers’ liability insurance, among other lines of coverage, and have acquired rights under similar policies in connection with acquisitions that we believe cover a significant portion of these claims, this insurance may be insufficient or unavailable (e.g., in the case of insurer insolvency) to protect us against potential loss exposures.

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

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

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

Our recorded liab ilities related to these matters, primarily associated with environmental matters, totaled $ 44.2 and $ 43.7 at March 28, 2026 and December 31, 2025, respectively.

Of these amounts, $ 37.2 and $ 36.4 are included in “Other long-term liabilities” within our condensed consolidated balance sheets at March 28, 2026 and December 31, 2025 , respectively, with the remainder included in “Accrued expenses.” The liabilities we record for these matters are based on a number of assumptions, including historical claims and payment experience.

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

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.

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

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

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

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

Claim for Contingent Consideration Related to ULC Acquisition

In connection with our acquisition of ULC in September 2020, the seller of ULC was eligible to receive additional contingent consideration of up to $ 45.0 under an earn-out provision.

During the third quarter of 2021, we concluded that none of the milestones for the payment of any of the contingent consideration were achieved.

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

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

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

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

Resolution of Dispute with Former Representative

On January 18, 2024, a jury ruled that one of our businesses within the Detection and Measurement reportable segment had breached its contract and implied duties of good faith and fair dealings in connection with an agreement entered into with a former representative.

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

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

Impacts of Tariffs

In 2025, the U.S.

government imposed a series of tariffs on many U.S.

trading partners pursuant to the International Emergency Economic Powers Act of 1977 (“IEEPA”).

On February 20, 2026, the United States Supreme Court issued a ruling invalidating tariffs previously imposed under IEEPA.

The ultimate availability, timing, and amount of any potential refunds of such tariffs remain highly uncertain and could be subject to further legal, regulatory, and administrative developments.

Following the Supreme Court’s decision, the U.S.

government announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from many countries, in addition to any existing non-IEEPA tariffs.

There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on our business.

As of March 28, 2026, we have not recognized an asset related to any potential tariff refund.

The Company will continue to evaluate new information and may recognize a refund asset when, and if, the amount can be reasonably estimated and the right to receive the amount becomes realized or realizable in accordance with Accounting Standards Codification (“ASC”) 450, Contingencies.

Litigation Matters

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

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

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

We had liabilities for site investigation and/or remediation at 16 sites, that we own or control, as of March 28, 2026 and December 31, 2025.

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

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

In the case of contamination at offsite, third-party disposal sites, as of March 28, 2026 and December 31, 2025, we have been notified that we are potentially responsible and have received other notices of potential liability pursuant to various environmental laws at 9 sites, at which the liability has not been settled, and all of which have been active in the past few years.

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

These persons include the present or former owners or operators of the site and companies that generated, disposed of or arranged for the disposal of hazardous substances at the site.

We are considered a “de minimis” potentially responsible party at most of the sites, and we estimate that our aggregate liability, if any, related to these sites is not material to our condensed consolidated financial statements.

We are considered a “de minimis” potentially responsible party at most of the

We conduct extensive environmental due diligence with respect to potential acquisitions, including environmental site assessments and such further testing as we may deem warranted.

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

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

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

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

In our opinion, after considering accruals established for such purposes of $ 32.6 and $ 32.4 at March 28, 2026 and December 31, 2025, respectively, the cost of remedial actions for compliance with the present laws and regulations governing the protection of the environment are not expected to have a material impact, individually or in the aggregate, on our financial position, results of operations or cash flows.

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

Self-Insured Risk Management Matters

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

We maintain third-party stop-loss insurance policies to cover certain liability costs in excess of predetermined retained amounts, however, this insurance may be insufficient or unavailable (e.g., because of insurer insolvency) to protect us against loss exposures.

We maintain third-party stop-loss insurance policies to cover certain liability costs in excess of predetermined retained amounts;

however, this insurance may be insufficient or unavailable (e.g., because of insurer insolvency) to protect us against loss exposures.

(16) INCOME AND OTHER TAXES

Uncertain Tax Benefits

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

As of March 28, 2026 , we had gross and net unrecognized tax benefi ts of $ 5.5 and $ 5.2 , respectively.

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

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

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

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

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

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

Recent Tax Legislation

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

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

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

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

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

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

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

As of March 28, 2026, gross accrued interest totaled $ 2.0 (net accrued interest of $ 1.9 ).

As of March 28, 2026, we had no accrual for penalties included in our unrecognized tax benefits.

Other Tax Matters

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

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

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

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

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

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

For the three months ended March 28, 2026, we recorded an income tax provision of $ 13.0 on $ 77.4 of pre-tax income from continuing operations, resulting in an effective rate of 16.8 %.

This compares to an income tax provision for the three months ended March 29, 2025 of $ 6.2 on $ 57.9 of pre-tax income from continuing operations, resulting in an effective rate of 10.7 %.

The most significant item impacting the income tax provision for the first quarters of 2026 and 2025 was $ 7.0 and $ 8.5 , respectively, of excess tax benefits resulting from stock-based compensation awards that vested and/or were exercised during the periods.

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

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As audits and examinations are still in process, the timing of the ultimate resolution and any payments that may be required for the above matters cannot be determined at this time.

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

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

September 27, 2025

The following table presents our fair value hierarchy of our financial assets measured at fair value on a recurring basis as of March 28, 2026 and December 31, 2025:

March 28, 2026

Level 1 Level 2 Level 3 Total

Derivative financial instruments $ — $ — $ — $ —

Equity security — — 39.7 39.7

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

December 31, 2025

1 unchanged sentence

Derivative financial instruments $ — $ — $ — $ —

Equity security — — 35.2 35.2

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

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.

We review the carrying amounts of such assets whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable or at least annually for indefinite-lived intangible assets and goodwill.

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

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

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

Derivative Financial Instruments — Our financial derivative assets and liabilities include interest rate swaps and FX forward contracts, and are valued using valuation models based on observable market inputs such as forward rates, inte rest rates, our own credit risk and the credit risk of our counterparties, which comprise investment-grade financial institutions.

Derivative Financial Instruments — Our financial derivative assets and liabilities include FX forward contracts and are valued using valuation models based on observable market inputs such as forward rates , our own credit risk and the credit risk of our counterparties, which comprise investment-grade financial institutions.

Based on these inputs, the derivative assets and liabilities are classified within Level 2 of the valuation hierarchy.

We have not made any adjustments to the inputs obtained from the independent sources.

Based on our continued ability to enter into forward contracts and interest rate swap agreements, we consider the markets for our fair value instruments active.

Based on our continued ability to enter into forward contracts, we consider the markets for our fair value instruments active.

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

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

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

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

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

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

As of March 28, 2026, there had been no significant impact to the fair value of our derivative liabilities due to our own credit risk, as the related instruments are collateralized under our senior credit facilities.

Similarly, there 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 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 has historically been updated annually, during the first quarter, based on the investee’s most recent audited financial statements.

During the three months ended March 28, 2026 and March 29, 2025 , we recorded gains o f $ 0.0 and $ 4.5 , 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.

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 March 28, 2026 and December 31, 2025, the equity security had an estimated value of $ 58.2 , recorded in “Other assets”, on the condensed consolidated balance sheets .

This estimated value provided by the investee includes the impact of the above transactions.

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

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

The following table provides a reconciliation of activity for the equity security for the three months ended March 28, 2026:

Balance at beginning of period $ 58.2

Change in fair value of equity security 4.5

Change in value of equity security —

Balance at end of period $ 58.2

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

Indebtedness and Other — The estimated fair value of our debt instruments as of March 28, 2026 and December 31, 2025 approximated the related carrying values due primarily to the variable market-based interest rates for such instruments.

Se e Note 12 f or further details.

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

What changed 10-Q

Item 1. Financial Statements