What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-20 compared with 2025-02-21 · 434 added, 346 removed, 1290 unchanged (38% of the section changed)

16 unchanged sentences

None of the Company’s directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended December 28, 2025.

Change in Control Severance Agreement

On February 17, 2026, Teledyne’s Personnel and Compensation Committee approved an amendment to the Change in Control Severance Agreement with George C.

Bobb III, effective as of February 17, 2026, increasing the cash payment in the event of a change in control from two times to three times the sum of Mr.

Bobb’s (i) highest annual base salary within the year preceding the change in control and (ii) the Annual Incentive Plan bonus target for the year in which the change in control occurs or the average actual bonus payout for the three years immediately preceding the change in control, whichever is higher.

A copy of the amendment is attached to this report as exhibit 10.18.

As of February 17, 2026 there are eight executives with Change in Control Severance Agreements.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

40 unchanged sentences

We are responsible for the preparation of the financial statements included in this Annual Report on Form 10-K.

The financial statements were prepared in accordance with accounting principles generally accepted in the United States of America and include amounts that are based on the best estimates and judgments of management.

The financial statements were prepared in accordance with U.S.

GAAP and include amounts that are based on the best estimates and judgments of management.

The other financial information contained in this Annual Report on Form 10-K is consistent with the financial statements.

7 unchanged sentences

Our evaluation included reviewing the documentation of our controls, evaluating the design effectiveness of our controls and testing their operating effectiveness.

Our evaluation of internal control over financial reporting excluded the internal control activities of the Optical Systems (“OS”) business and Advanced Electronics Systems (“AES”) business (collectively, “OS and AES businesses”, or “Qioptiq”) which we acquired in February 2025.

We have included the financial results of this acquisition in our consolidated financial statements from the date of acquisition.

Total assets (excluding goodwill and intangible assets) and total net sales subject to Qioptiq’s internal control over financial reporting represented approximately 1% and 3% of our consolidated total assets and total net sales as of and for the fiscal year ended December 28, 2025, respectively.

We did not assess the effectiveness of internal control over financial reporting at this newly acquired entity due to the insufficient time between the date acquired and year end and the complexity associated with assessing internal controls during integration efforts making the process impractical.

Based on this evaluation we believe that, as of December 28, 2025, the Company’s internal controls over financial reporting were effective.

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February 20, 2026

/s/ EDWIN ROKS

Chief Executive Officer

/s/ GEORGE C.

President and Chief Executive Officer

February 20, 2026

9 unchanged sentences

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 28, 2025, of the Company and our report dated February 20, 2026, expressed an unqualified opinion on those financial statements.

As described in the Report of Management on Teledyne Technologies Incorporated’s Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at the Optical Systems and Advanced Electronics Systems (“Qioptiq”) businesses, which were acquired on February 3, 2025, and whose financial statements (excluding goodwill and intangible assets) constitute approximately 1% of total assets and 3% of net sales of the consolidated financial statement amounts as of and for the year ended December 28, 2025.

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

Basis for Opinion

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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

Goodwill – FLIR Reporting Unit - Refer to Notes 2, 4, and 6 to the financial statements

Critical Audit Matter Description

The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to the respective carrying value.

For goodwill impairment testing using the quantitative approach, the Company used a combination of the discounted cash flow approach and the market approach to estimate fair value of the FLIR reporting unit.

The Company’s goodwill balance was $7,990.5 million as of December 29, 2024, of which $5,827.1 million was allocated to the FLIR reporting unit.

The application of the discounted cash flow model requires management to make significant estimates and assumptions related to projected revenues and the selected discount rate.

Given the significant estimates and assumptions made by management to estimate the fair value of the FLIR reporting unit and the difference between the FLIR reporting unit’s fair value and carrying value, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions, specifically related to the projected revenues and selected discount rate, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to (1) revenue projections and (2) the selection of the discount rate used to estimate the fair value of the goodwill acquired included the following, among others:

• We tested the effectiveness of management’s controls over the revenue projections and discount rate used to estimate the fair value of the FLIR reporting unit.

• We evaluated the reasonableness of the revenue projections by comparing them to (1) FLIR and third-party historical financial data, (2) current economic factors and analyst reports of the Company and companies in its peer group, (3) industry reports, (4) assumptions used by the Company in its budgeting process, and (5) order backlog.

• We performed a sensitivity analysis by varying projected revenue assumptions.

• With the assistance of our fair value specialists, we performed an analysis comparing applicable industry forecasted long-term revenue growth rate to management’s projected revenues used within the valuation model.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rate by developing a range of independent estimates and comparing those to the discount rate selected by management.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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

Indefinite-Lived Trademarks - Refer to Notes 2 and 6 to the financial statements

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How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to (1) revenue projections and (2) the selection of the discount rate used to estimate the fair value of the indefinite-lived trademarks included the following, among others:

• We tested the effectiveness of management’s controls over the revenue projections and discount rate used to estimate the fair value of the FLIR indefinite-lived trademark.

• We performed a sensitivity analysis by varying projected revenue assumptions.

Our audit procedures related to (1) revenue projections and (2) the selection of the discount rate used to estimate the fair value of the FLIR indefinite-lived trademarks included the following, among others:

• We tested the effectiveness of management’s controls over FLIR indefinite-lived intangible assets, including those over the revenue projections and discount rate used to estimate the fair value of the FLIR indefinite-lived trademark.

• We evaluated the reasonableness of the revenue projections by comparing them to (1) FLIR historical financial data, (2) current economic factors and analyst reports of the Company and companies in its peer group, (3) industry reports, (4) assumptions used by the Company in its budgeting process, (5) newly executed contracts and (6) order backlog.

• We evaluated management’s ability to accurately forecast future revenue by comparing actual results to prior year forecasts in the respective years.

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Research and development 317.3 292.6 356.3

292.6 356.3 352.2

Acquired intangible asset amortization 216.6 198.0 196.7

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Total Assets $ 15,285.3 $ 14,200.5

Liabilities and Stockholders’ Equity

Liabilities, Redeemable Noncontrolling Interest and Stockholders’ Equity

Current Liabilities

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Retained earnings 7,140.8 6,266.7

Treasury stock, 726,276 at December 29, 2024 and none at December 31, 2023

Treasury stock, 1,239,269 at December 28, 2025, and 726,276 at December 29, 2024

( 585.2 ) ( 292.4 )

Accumulated other comprehensive income (loss) ( 425.4 ) ( 839.9 )

Total Stockholders’ Equity 10,513.9 9,549.4

Total Liabilities and Stockholders’ Equity $ 14,200.5 $ 14,527.9

Total Liabilities, Redeemable Noncontrolling Interest and Stockholders’ Equity

$ 15,285.3 $ 14,200.5

The accompanying notes are an integral part of these financial statements.

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Balance, January 1, 2023

$ 0.5 $ 4,353.4 $ 4,561.8 $ ( 20.0 ) $ ( 726.5 ) $ 8,169.2

Net income (loss) — — 885.7 — — 885.7

1 unchanged sentence

Treasury stock issued — ( 20.0 ) — 20.0 — —

Stock-based compensation — 31.5 — — — 31.5

Stock-based compensation and other

— 28.5 — — — 28.5

Exercise of stock options — 45.4 — — — 45.4

Balance, January 1, 2023 0.5 4,353.4 4,561.8 ( 20.0 ) ( 726.5 ) 8,169.2

Balance, December 31, 2023

0.5 4,407.3 5,447.5 — ( 634.1 ) 9,221.2

Net income (loss) — — 819.2 — — 819.2

1 unchanged sentence

Treasury stock issued — ( 61.6 ) — 61.6 — —

Treasury stock repurchased

— — — ( 354.0 ) — ( 354.0 )

Stock-based compensation and other — 30.9 — — — 30.9

1 unchanged sentence

Balance, December 29, 2024

0.5 4,414.5 6,266.7 ( 292.4 ) ( 839.9 ) 9,549.4

Net income (loss)

— — 894.8 — — 894.8

Acquisition of redeemable noncontrolling interest

— — ( 20.7 ) — — ( 20.7 )

Other comprehensive income (loss), net of tax:

2 unchanged sentences

— ( 110.1 ) — 110.1 — —

Treasury stock repurchased

Treasury stock repurchased, including excise tax

— — — ( 402.9 ) — ( 402.9 )

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Balance, December 28, 2025

$ 0.5 $ 4,383.2 $ 7,140.8 $ ( 585.2 ) $ ( 425.4 ) $ 10,513.9

The accompanying notes are an integral part of these financial statements.

9 unchanged sentences

Stock-based compensation 39.6 37.7 32.3

Bridge financing and debt extinguishment (income) expense — ( 1.6 ) ( 10.6 )

Impairment of intangible assets

Changes in operating assets and liabilities, net of businesses acquired:

Gain (loss) on debt extinguishment

( 15.0 ) — ( 1.6 )

Impairment of acquired intangible assets

Changes in operating assets and liabilities excluding the effect of businesses acquired:

Accounts receivable and unbilled receivables ( 36.6 ) ( 22.8 ) ( 21.7 )

Inventories ( 42.8 ) ( 10.4 ) ( 14.3 )

Prepaid expenses and other assets ( 7.5 ) ( 42.6 ) ( 50.4 )

Accounts payable

Accrued expenses and other liabilities 89.4 49.7 ( 344.2 )

35.6 33.7 ( 124.9 )

Deferred taxes and income taxes receivable (payable), net ( 86.6 ) ( 120.7 ) ( 230.9 )

Other, net 9.4 ( 12.9 ) ( 28.6 )

Prepaid expenses and other assets

( 47.1 ) ( 7.5 ) ( 42.6 )

Accrued expenses and other liabilities

71.2 89.4 49.7

Other operating, net

41.0 9.4 ( 12.9 )

Net cash provided by (used in) operating activities 1,191.3 1,191.9 836.1

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Purchases of property, plant and equipment ( 117.3 ) ( 83.7 ) ( 114.9 )

Purchase of businesses and other investments, net of cash acquired ( 123.7 ) ( 77.7 ) ( 99.6 )

Purchase of businesses, net of cash acquired

( 821.4 ) ( 123.7 ) ( 77.7 )

Other investing, net 0.8 0.2 2.3

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Net proceeds (repayments) from credit facility — — ( 125.0 )

Payments on other debt ( 600.6 ) ( 553.9 ) ( 174.8 )

Purchase of treasury stock

Proceeds from (payments on) fixed rate senior notes

( 162.0 ) ( 450.0 ) ( 308.4 )

Proceeds from (payments on) other debt

( 1.8 ) ( 150.6 ) ( 245.5 )

Purchase of treasury stock, including excise tax

( 402.9 ) ( 354.0 ) —

Liquidations (maturities) of cross currency swap — ( 18.7 ) ( 13.5 )

Proceeds from stock options exercised 37.9 45.4 23.6

Other financing, net

Acquisition of redeemable noncontrolling interest

Proceeds from exercise of stock options

48.8 37.9 45.4

Other financing, net ( 10.1 ) ( 10.4 ) ( 4.5 )

Net cash provided by (used in) financing activities ( 555.2 ) ( 945.8 ) ( 651.5 )

11 unchanged sentences

Teledyne’s products include digital imaging sensors, cameras and systems within the visible, infrared and X-ray spectra, monitoring and control instrumentation for marine and environmental applications, harsh environment interconnects, electronic test and measurement equipment, aircraft information management systems, and defense electronics and satellite communication subsystems.

The Company also supply engineered systems for defense, space, environmental and energy applications.

The Company also supplies engineered systems for defense, space, environmental and energy applications.

The Company believes that its technological capabilities, innovation and ability to invest in the development of new and enhanced products are critical to obtaining and maintaining leadership in the markets and industries in which it competes.

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Fiscal year 2024 was a 52-week fiscal year and ended on December 29, 2024.

Fiscal year 2022 was a 52-week fiscal year and ended on January 1, 2023.

Fiscal year 2023 was a 52-week fiscal year and ended on December 31, 2023.

References to the years 2025, 2024 and 2023 are intended to refer to the respective fiscal year unless otherwise noted.

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Intercompany accounts and intercompany transactions have been eliminated.

Certain prior year amounts have been reclassified to conform to the current period presentation.

The Company now discloses research and development expense on a separate income statement line.

Research and development expense was previously included within selling, general and administrative expenses.

In addition, the Company historically included bid and proposal expense as part of its prior year annual research and development expense disclosures.

The Company has not reclassified bid and proposal expense, which remains within selling, general and administrative expenses.

The Company also now discloses impairment of acquired intangible assets on a separate income statement line item.

Impairment of acquired intangible assets was previously included within selling, general and administrative expense.

Certain prior year amounts have been reclassified to conform to the current period presentation, including the presentation of the proceeds from (payments on) fixed rate senior notes and proceeds from (payments on) other debt on separate cash flow statement lines.

Business Acquisitions

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Revenues and expenses are translated at average month end rates of exchange prevailing during the year.

Unrealized translation gains and losses arising from differences in exchange rates from period to period are included as a component of accumulated other comprehensive income (loss) (“AOCI”).

Unrealized gains and losses arising from the translation of financial statements, including certain intercompany foreign currency transactions that are deemed to be of a long-term investment nature, are included as a component of accumulated other comprehensive income (loss) (“AOCI”).

Use of Estimates

The preparation of financial statements in conformity with U.S.

generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities.

GAAP requires management to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities.

On an ongoing basis, the Company evaluates its estimates, including those related to sales returns and allowances, allowance for doubtful accounts, inventories, goodwill, intangible assets, asset valuations, income taxes, warranty obligations, pension and other postretirement benefits, long-term contracts, environmental, workers’ compensation and general liability, employee benefits, and other contingencies and litigation.

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The Company recognizes a liability for these interim and advance payments in excess of revenue recognized and present it as a contract liability.

Contract liabilities typically are not considered a significant financing component because these cash advances are used to meet working capital demands that can be higher in the early stages of a contract, and these cash advances protect us from the other party failing to adequately complete some or all of its obligations under the contract.

Contract liabilities typically are not considered a significant financing component because these cash advances are used to meet working capital demands that can be higher in the early stages of a contract, and these cash advances protect the Company from the other party failing to adequately complete some or all of its obligations under the contract.

When revenue recognized exceeds the amount billed to the customer, the Company records an unbilled receivable (contract asset) for the amount entitled to be received based on an enforceable right to payment.

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The Company assesses the recoverability of the carrying value of assets held for use based on a review of projected undiscounted cash flows.

Impairment losses, where identified, are determined as the excess of the carrying value over the estimated fair value of the long-lived asset, and reflected in selling, general and administrative expense or impairment of acquired intangible assets at the respective business segment.

Impairment losses, where identified, are determined as the excess of the carrying value over the estimated fair value of the long-lived asset, and reflected in impairment of acquired intangible assets at the respective business segment.

Pension and Postretirement Costs

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Revenue Recognition

The Company determines the appropriate method by which it recognizes revenue by analyzing the nature of the products or services being provided as well as the terms and conditions of contracts or arrangements entered into with our customers.

The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.

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For performance obligations where list price is not available, the Company typically uses the expected cost plus a margin approach to estimate the standalone selling price for that performance obligation.

Approximately 70 % of revenue is recognized at a point in time, with the remaining 30 % recognized over time.

Revenue recognized at a point in time relates primarily to the sale of standard or minimally customized products, with control transferring to the customer generally upon the transfer of title.

This type of revenue arrangement is typical for our commercial contracts within the Digital Imaging, Instrumentation, and Aerospace and Defense Electronics segments.

Prior to the acquisition of Qioptiq, approximately 70 % of the Company’s revenue was recognized at a point in time, with the remaining 30 % of revenue recognized over time.

The majority of Qioptiq’s revenue is recognized over time.

In 2025, approximately 60 % of revenue was recognized at a point in time, with the remaining 40 % recognized over time.

Revenue recognized at a point in time primarily relates to the sale of standard or minimally customized products, with control transferring to the customer generally upon the transfer of title.

This type of revenue arrangement is typical for commercial contracts within the Digital Imaging, Instrumentation, and Aerospace and Defense Electronics segments.

In limited circumstances, customer specified acceptance criteria exist.

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The transaction price in these arrangements can include variable consideration, such as product returns and sales allowances.

The estimation of

this variable consideration and determination of whether to include estimated amounts as a reduction in the transaction price is based largely on an assessment of anticipated performance and all information (historical, current and forecasted) that is reasonably available to the Company.

Revenue recognized over time relates primarily to contracts to design, develop and/or manufacture highly engineered products used in both defense and commercial applications.

The estimation of this variable consideration and determination of whether to include estimated amounts as a reduction in the transaction price is based largely on an assessment of anticipated performance and all information (historical, current and forecasted) that is reasonably available to the Company.

Revenue recognized over time primarily relates to contracts to design, develop and/or manufacture highly engineered products used in both defense and commercial applications.

This type of revenue arrangement is typical of the Company’s U.S.

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The effect of a contract modification on the transaction price and the measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis.

For over time contracts using the cost-to-cost method, the Company has an Estimate at Completion (“EAC”) process in which management reviews the progress and execution of our performance obligations.

For over time contracts using the cost-to-cost method, the Company has an EAC process in which management reviews the progress and execution of the Company’s performance obligations.

This EAC process requires management judgment relative to assessing risks, estimating contract revenue, determining reasonably dependable cost estimates, and making assumptions for schedule and technical issues.

4 unchanged sentences

The majority of revenue recognized over time uses an EAC process.

The net aggregate effects of these changes in estimates on contracts accounted for under the cost-to-cost method in 2024 and 2023 was approximately $ 2.5 million of unfavorable operating income and $ 3.7 million of favorable operating income, respectively.

The net aggregate effects of these changes in estimates on contracts accounted for under the cost-to-cost method in 2025 and 2024 was approximately $ 12.7 million of favorable operating income and $ 2.5 million of unfavorable operating income, respectively.

The 2025 amount related to favorable changes in estimates that impacted revenue, and, to a lesser degree, cost of sales within the Digital Imaging and Aerospace and Defense Electronics operating segments.

None of the effects of changes in estimates on any individual contract were material to the consolidated statements of income (loss) for any period presented.

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Shipping and Handling

Shipping and handling fees reimbursed by customers are classified as revenue while shipping and handling costs incurred by the Company are classified as cost of sales in the accompanying consolidated statements of income (loss).

Research and Development Expense

Research and development expense is expensed as incurred.

Shipping and handling fees reimbursed by customers are classified as revenue while shipping and handling costs incurred by the Company are classified as cost of sales in the consolidated statements of income (loss).

Research and Development

R&D costs are expensed as incurred.

The Company determines if an arrangement is a lease at inception.

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Stock Incentive Plans

Teledyne has long-term incentive plans which provide its Board of Directors the flexibility to grant restricted stock, restricted stock units, non-qualified stock options, incentive stock options and stock appreciation rights to officers and employees of Teledyne.

Teledyne has long-term incentive plans which provide its Board the flexibility to grant restricted stock, restricted stock units, non-qualified stock options, incentive stock options and stock appreciation rights to officers and employees of Teledyne.

During 2025, 2024 and 2023, the Company has granted time-based stock options, time-based restricted stock unit awards, and performance-based restricted stock unit awards.

3 unchanged sentences

In 2021, the Company discontinued the Performance Share Plan (“PSP”), with an immaterial amount of compensation expense recorded in 2023 and 2024.

No compensation expense related to the PSP was recorded in 2025.

Teledyne’s PSP provided grants of performance share units, which key officers and executives could earn if Teledyne met specified performance objectives over a three-year period.

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The risk-free rate of return is based on the yield of U.S.

Treasury Strips with terms equal to the expected life of the options as of the grant date.

Treasury Separate Trading of Registered Interest and Principal of Securities (“STRIPS”) with terms equal to the expected life of the options as of the grant date.

The expected life in years is based on historical actual stock option exercise experience.

Treasury Stock

In April 2024, our Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to $ 1.25 billion of Teledyne’s common stock.

This authorization superseded prior open stock repurchase programs authorized by the Board of Directors.

In July 2025, the Board approved a stock repurchase program authorizing the Company to repurchase up to $ 2.0 billion of Teledyne’s common stock.

This authorization superseded the remaining prior open stock repurchase programs authorized by the Board.

The newly authorized stock repurchase program does not have a stated expiration date.

2 unchanged sentences

The repurchase program is expected to remain open continuously, and the number of shares purchased will depend on a variety of factors, such as share price, levels of cash available, acquisitions and alternative investment opportunities available immediately or longer-term, and other regulatory, market or economic conditions.

The Company currently intends to fund future share repurchases with cash on hand and available borrowings under the Company's credit facility.

The Company currently intends to fund future share repurchases, if any, with cash on hand and available borrowings under the Company's credit facility.

Preferred Stock

Authorized preferred stock may be issued with designations, powers and preferences designated by the Board of Directors.

Authorized preferred stock may be issued with designations, powers and preferences designated by the Board.

There were no shares of preferred stock issued or outstanding in 2025, 2024 or 2023.

Redeemable Noncontrolling Interest

The minority ownership interest in shares of NL Acoustics is classified as a redeemable noncontrolling interest on the consolidated balance sheets due to a put option under which the minority owners may require the Company to purchase the remaining ownership interest, with the put option exercisable beginning in the third quarter of 2025.

The redeemable noncontrolling interest is measured at the greater of the amount that would be paid if settlement occurred as of the balance sheet date based on the contractually defined redemption value or its carrying amount adjusted for net income (loss) attributable to the noncontrolling interest.

Adjustments to the carrying value of the redeemable noncontrolling interest are recorded through retained earnings.

Changes in the redeemable noncontrolling interest balance during the period were not material.

The Company is subject to income taxes in the Unites States and numerous foreign jurisdictions.

The minority ownership interest in shares of NL Acoustics was classified as a redeemable noncontrolling interest on the consolidated balance sheets until the third quarter of 2025 due to a put option under which the minority owners required the Company to purchase the remaining ownership interest.

Adjustments for the acquisition of the redeemable noncontrolling interest were recorded through retained earnings.

The Company is subject to income taxes in the United States and numerous foreign jurisdictions.

The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for temporary differences between the tax basis of assets and liabilities and their reported amount in the financial statements, which will result in taxable or deductible amounts in the future.

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The Company’s primary foreign currency risk objective is to protect the U.S.

dollar value of future cash flows and minimize the volatility of reported earnings.

dollar value of future cash flows and reduce the volatility of reported earnings.

The Company’s foreign currency objective is achieved through the following:

• The Company utilizes foreign currency forward contracts to reduce the volatility of cash flows primarily related to forecasted revenue and expenses denominated in Canadian dollars for our Canadian companies, and in British pounds for our U.K.

• The Company utilizes foreign currency forward contracts to reduce the volatility of cash flows primarily related to forecasted revenue and expenses denominated in Canadian dollars for the Company’s Canadian companies, and in British pounds for the Company’s U.K.

These contracts are designated and qualify as cash flow hedges.

• The Company utilizes foreign currency forward contracts to mitigate foreign exchange rate risk associated with foreign currency denominated monetary assets and liabilities, including intercompany receivables and payables.

• The Company utilizes cross-currency swaps to hedge portions of the Company’s euro denominated net investments against the effect of exchange rate fluctuations on the translation of foreign currency balances to the U.S.

The effectiveness of the cash flow hedge forward contracts is assessed prospectively and retrospectively on a monthly basis using regression analysis, as well as using other timing and probability criteria.

To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedges and must be highly effective in offsetting changes to future cash flows on hedged transactions.

The effective portion of the cash flow hedge contracts’ gains or losses resulting from changes in the fair value of these hedges is initially reported, net of tax, as a component of AOCI in stockholders’ equity until the underlying hedged item is reflected in our consolidated statements of income (loss), at which time the effective amount in AOCI is reclassified to revenue in our consolidated statements of income (loss).

The effective portion of the cash flow hedge contracts’ gains or losses resulting from changes in the fair value of these hedges is initially reported, net of tax, as a component of AOCI in stockholders’ equity until the underlying hedged item is reflected in the Company’s consolidated statements of income (loss), at which time the effective amount in AOCI is reclassified to revenue in the consolidated statements of income (loss).

In the event that the underlying forecasted transactions do not occur, or it becomes remote that they will occur, within the defined hedge period, the gains or losses on the related cash flow hedges will be reclassified from AOCI to other income and expense.

During the current reporting period, all forecasted transactions occurred and, therefore, there were no such gains or losses reclassified to other income and expense, due to missed forecasts.

The effectiveness of net investment hedge contracts is assessed using the spot method.

For derivative instruments that are designated and qualify as a net investment hedge, changes in the value of the effective portion of the derivative instrument are recognized in AOCI – Foreign currency translation adjustment to offset the effects of foreign currency changes on the related net investments in foreign subsidiaries.

This amount is reclassified to the income statement when the net investment in the foreign subsidiary is sold or substantially liquidated.

Changes in the fair value of the ineffective portion of derivative instruments are recognized in earnings in the current period.

The Company elected to amortize the interest accrual for periodic cash settlements of cross-currency swaps (excluded components) in interest expense.

Cash flows of such derivative financial instruments are classified as an investing activity, which is consistent with a derivative’s nature and the nature of the underlying hedged item.

Fair Value Measurements

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Recent Accounting Standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

This standard requires a public entity to disclose significant segment expenses and other segment items on an interim and annual basis.

Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (“CODM”).

The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted this ASU as of January 1, 2024, and applied the amend ments in this ASU retrospectively to all prior periods presented in the financial statements.

The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

In December 2023, the FASB issued ASU No.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction focuses on the rate reconciliation and income taxes paid.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The Company is evaluating the impact of adopting this guidance on its consolidated financial statements.

ASU 2023-09 was effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The Company adopted this ASU as of December 30, 2024, and applied the amendments in this ASU prospectively to the 2025 period presented in the financial statements.

In November 2024, the FASB issued ASU No.

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The Company is evaluating the impact of adopting this guidance on its consolidated financial statements.

In December 2025, the FASB issued ASU No.

2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities.

The ASU establishes guidance for the recognition, measurement, and presentation of government grants received by business entities.

2025-10 retains the existing disclosure requirements in FASB Accounting Standards Codification (ASC) Topic 832, Government Assistance.

For public business entities, the amendments are effective for annual reporting periods beginning after December 15, 2028, and for interim reporting periods within those annual reporting periods, with early adoption permitted.

Entities may adopt the amendments using a modified-prospective, modified-retrospective, or full-retrospective approach for all government grants.

The Company is evaluating the impact of adopting this guidance on its consolidated financial statements.

Other ASU’s issued but not effective until after December 28, 2025 are not expected to have a material effect on the Company’s consolidated financial position, annual results of operations and/or cash flows.

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2025 Acquisitions

TransponderTech

During the fourth quarter of 2025, the Company acquired the TransponderTech business headquartered in Linkoping, Sweden from Saab AB for approximately $ 57.9 million in cash, net of cash acquired.

The TransponderTech business includes a portfolio of connected commercial maritime products, including Automatic Identification System, Very High Frequency Data Exchange System and Global Navigation Satellite System technologies.

TransponderTech is part of the Digital Imaging segment.

The Company funded the acquisition from cash on hand.

Goodwill resulting from the TransponderTech acquisition will not be deductible for tax purposes.

During the third quarter of 2025, the Company acquired the redeemable noncontrolling interest of NL Acoustics for $ 27.2 million in cash, with the acquisition of the noncontrolling interest treated as an equity transaction during the period.

During the third quarter of 2025, the Company acquired the assets of Maretron, including the brand’s Octoplex, MPower and MConnect product lines from Littelfuse, Inc.

The Maretron business is part of the Digital Imaging segment, and the acquisition is not material for further disclosure.

During the first quarter of 2025, the Company acquired Micropac Industries, Inc.

(“Micropac”) for approximately $ 51.2 million in cash, net of cash acquired.

Micropac, founded in 1963 and headquartered in Garland, Texas, designs and manufactures microelectronic circuits, optoelectronic components and sensor and display assemblies primarily for military, aerospace and medical applications.

Micropac is part of the Aerospace and Defense Electronics segment.

The Company funded the acquisition from cash on hand.

Goodwill resulting from the Micropac acquisition will not be deductible for tax purposes.

Optical Systems and Advanced Electronics Systems (“Qioptiq”) businesses

During the first quarter of 2025 , the Company acquired select aerospace and defense electronics businesses of Excelitas Technologies C orp.

for approximately $ 702.8 million in cash, net of cash acquired, and subject to certain adjustments.

The acquisition includes the OS business which is based in Northern Wales, UK, as well as the U.S.-based AES business (collectively, Qioptiq).

Qioptiq is part of the Aerospac e and Defense Electronics segment.

The Company funded the acquisition from available borrowings on the credit facility as well as from cash on hand.

Goodwill resulting from the acquisition of the UK operations will not be deductible for tax purposes, but goodwill resulting from the acquisition of the U.S.

operations will be deductible for tax purposes.

2024 Acquisitions

During the second quarter of 2024, the Company acquired Adimec Holding B.V.

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During the second quarter of 2024, the Company acquired Valeport Holdings 2019 Limited and its affiliates (“Valeport”) for $ 35.0 million in cash, net of cash acquired, subject to certain adjustments.

Valeport, founded in 1969 and headquartered in Totnes, United Kingdom, designs and manufactures underwater sensors for environmental, energy, construction and defense applications.

Valeport, founded in 1969 and headquartered in Totnes, UK, designs and manufactures underwater sensors for environmental, energy, construction and defense applications.

Valeport is part of the Marine Instrumentation product line within the Instrumentation segment.

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Goodwill resulting from the ChartWorld acquisition will not be deductible for tax purposes.

2022 Acquisitions

During the fourth quarter of 2022, Teledyne acquired ETM-Electromatic, Inc.

(“ETM”) for $ 87.7 million in cash, net of cash acquired, and subject to certain adjustments.

ETM, headquartered in Newark, California, designs and manufactures high-power microwave and high-energy X-ray subsystems for cancer radiotherapy, defense and X-ray security applications.

ETM is part of the Digital Imaging segment.

Goodwill resulting from the ETM acquisition will not be deductible for tax purposes.

During the third quarter of 2022, the Company acquired an approximate 80 % majority interest in Noiseless Acoustics Oy (“NL Acoustics”), paying $ 11.9 million in cash, net of cash acquired, during the year.

NL Acoustics, located in Helsinki, Finland, designs and manufactures acoustics imaging instruments and predictive maintenance solutions.

NL Acoustics is part of the Digital Imaging segment.

Goodwill resulting from the NL Acoustics acquisition will not be deductible for tax purposes.

The following tables show the purchase price (net of cash acquired), goodwill acquired, and acquired intangible assets for the acquisitions made in 2025 and 2024 (in millions):

Acquisitions Acquisition Date Cash Paid (a) Goodwill Acquired Acquired Intangible Assets

Adimec June 4, 2024 $ 88.7 $ 64.6 $ 17.9

Valeport April 10, 2024 $ 35.0 $ 23.6 $ 7.8

TransponderTech

October 31, 2025 $ 57.2 $ 42.1 $ 7.9

February 3, 2025 702.8 428.7 208.2

December 30, 2024 51.2 5.0 8.1

Total $ 811.2 $ 475.8 $ 224.2

(a) Net of cash acquired, approximately 10 % of the Valeport purchase price is payable in 2025 and included in the amount above.

(a) Net of cash acquired

Acquisitions Acquisition Date Cash Paid (a) Goodwill Acquired Acquired Intangible Assets

Xena Networks October 13, 2023 $ 24.2 $ 21.1 $ 4.8

ChartWorld January 3, 2023 $ 53.5 $ 55.5 $ 11.3

June 4, 2024 $ 88.7 $ 65.6 $ 17.9

April 10, 2024 35.0 23.6 7.8

Total $ 123.7 $ 89.2 $ 25.7

(a) Net of cash acquired

The following table is a summary at the acquisition date of the acquired intangible assets and weighted average useful life in years for the Qioptiq, Micropac and TransponderTech acquisitions made in 2025 (dollars in millions):

Acquired intangible assets:

Acquired Intangible Assets

Weighted Average Useful Life In Years

Proprietary technology

Customer list/relationships/backlog

Total acquired intangible assets subject to amortization

The Company’s cost to acquire these 2025 and 2024 acquisitions was allocated to the assets acquired and liabilities assumed based upon their respective fair values as of the date of the completion of the acquisition.

The differences between the fair value of the consideration paid and the estimated fair value of the assets and liabilities acquired was recorded as goodwill.

The fair value of the acquired identifiable assets and liabilities for the Adimec and Valeport acquisitions is provisional pending finalization of the Company’s acquisition accounting, including the measurement of tax basis in certain jurisdictions and the resulting deferred taxes that might arise from book and tax basis differences, if any.

The fair value of the acquired identifiable assets and liabilities for the TransponderTech acquisition is provisional pending finalization of the Company’s acquisition accounting, as the acquisition occurred in the fourth quarter of 2025.

Pro forma results of operations, the revenue and net income subsequent to the acquisition date, and a more detailed breakout of the major classes of assets and liabilities acquired for the 2025 and 2024 acquisitions have not been presented because the effects of these acquisitions, individually and in the aggregate, were not material to the Company’s financial results.

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The Company manages, evaluates and aggregates its operating segments for segment reporting purposes primarily on the basis of product and service type, production process, distribution methods, type of customer, management organization, sales growth potential and long-term profitability.

The Company’s Executive Chairman, who has been identified as the CODM, uses operating income as the measure of profit or loss to assess segment performance and allocate resources.

The Company’s Executive Chairman, who has been identified as the Chief Operating Decision Maker, uses operating income (loss) as the measure of profit or loss to assess the performance of each segment by comparing actual results to the budget and prior year, and to allocate resources.

The Digital Imaging segment includes high-performance sensors, cameras and systems, within the visible, infrared and X-ray spectra for use in industrial, government and medical applications, as well as MEMS and high-performance, high-reliability semiconductors including analog-to-digital and digital-to-analog converters.

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Business segment results include net sales and operating income by segment but excludes corporate office expenses.

Corporate expense primarily includes various administrative expenses relating to the corporate office not allocated to our segments.

Information on the Company’s business segments was as follows (in millions):

Net sales (a):

2024 2023 2022

Digital Imaging $ 3,070.8 $ 3,144.1 $ 3,110.9

Instrumentation 1,382.6 1,326.2 1,254.0

Aerospace and Defense Electronics 776.8 726.5 682.4

Engineered Systems 439.8 438.7 411.3

Total net sales $ 5,670.0 $ 5,635.5 $ 5,458.6

(a) Net sales exclude inter-segment sales of $ 24.6 million, $ 29.4 million and $ 25.3 million for fiscal years 2024, 2023 and 2022, respectively.

Cost of sales:

2024 2023 2022

Corporate expense primarily includes various administrative expenses relating to the corporate office not allocated to the segments and is included within SG&A expense.

Information for the Company’s business segments was as follows (in millions):

Fiscal Year Ended December 28, 2025

Digital Imaging

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Engineered Systems

Total cost of sales

Net sales (a)

$ 3,163.9 $ 1,457.1 $ 1,058.7 $ 435.7 $ 6,115.4

Costs and expenses

Cost of sales 1,771.4 742.5 624.6 362.1 3,500.6

Selling, general and administrative 491.5 201.9 123.8 26.4 843.6

2024 2023 2022

Digital Imaging

$ 510.7 $ 489.6 $ 457.3

Instrumentation

196.4 188.2 181.6

Aerospace and Defense Electronics 91.2 83.7 75.1

Engineered Systems 26.5 24.9 24.1

Total selling, general and administrative

$ 824.8 $ 786.4 $ 738.1

Research and development 187.5 99.4 29.8 0.6 317.3

Acquired intangible asset amortization 185.3 12.9 18.4 — 216.6

Segment Operating income (loss)

$ 528.2 $ 400.4 $ 262.1 $ 46.6 $ 1,237.3

Reconciliation to Income (loss) before income taxes

Corporate expense

Interest and debt expense, net ( 59.6 )

Non-service retirement benefit income 10.9

Gain (loss) on debt extinguishment 15.0

Other income (expense), net ( 21.6 )

Income (loss) before income taxes

(a) Net sales exclude inter-segment sales of $ 23.3 million for the fiscal year ended 2025.

Fiscal Year Ended December 29, 2024

Digital Imaging

$ 177.3 $ 244.0 $ 245.0

Instrumentation

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Engineered Systems

Total research and development

Net sales (a)

$ 3,070.8 $ 1,382.6 $ 776.8 $ 439.8 $ 5,670.0

Costs and expenses

Cost of sales 1,708.0 706.4 441.3 379.5 3,235.2

Selling, general and administrative 510.7 196.4 91.2 26.5 824.8

Research and development 177.3 92.6 21.8 0.9 292.6

Acquired intangible asset amortization 183.3 13.9 0.8 — 198.0

2024 2023 2022

Digital Imaging $ 183.3 $ 181.7 $ 183.7

Instrumentation 13.9 14.2 17.2

Aerospace and Defense Electronics 0.8 0.8 0.8

Total acquired intangible asset amortization

$ 198.0 $ 196.7 $ 201.7

Impairment of acquired intangible assets 49.5 3.0 — — 52.5

2024 2023 2022

Digital Imaging $ 49.5 $ — $ —

Instrumentation 3.0 — 0.4

Total impairment of acquired intangible assets

$ 52.5 $ — $ 0.4

Operating income (loss):

Segment Operating income (loss)

$ 442.0 $ 370.3 $ 221.7 $ 32.9 $ 1,066.9

Reconciliation to Income (loss) before income taxes

Corporate expense

Interest and debt expense, net ( 57.9 )

Non-service retirement benefit income 10.8

Other income (expense), net ( 4.1 )

Income (loss) before income taxes

(a) Net sales exclude inter-segment sales of $ 24.6 million for the fiscal year ended 2024.

Fiscal Year Ended December 31, 2023

Digital Imaging

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Engineered Systems

Net sales (a) $ 3,144.1 $ 1,326.2 $ 726.5 $ 438.7 $ 5,635.5

Costs and expenses

Cost of sales 1,711.4 692.6 424.6 367.5 3,196.1

Selling, general and administrative 489.6 188.2 83.7 24.9 786.4

Research and development 244.0 92.9 17.8 1.6 356.3

Acquired intangible asset amortization 181.7 14.2 0.8 — 196.7

Segment Operating income (loss)

$ 517.4 $ 338.3 $ 199.6 $ 44.7 $ 1,100.0

Reconciliation to Income (loss) before income taxes

Corporate expense

Total operating income (loss) $ 989.1 $ 1,034.4 $ 972.0

Depreciation and amortization:

Interest and debt expense, net ( 77.3 )

Non-service retirement benefit income 12.4

Gain (loss) on debt extinguishment 1.6

Other income (expense), net ( 12.2 )

Income (loss) before income taxes

(a) Net sales exclude inter-segment sales of $ 29.4 million for the fiscal year ended 2023.

Depreciation and amortization for the Company’s business segments was as follows (in millions):

2025 2024 2023

Digital Imaging $ 262.5 $ 261.2 $ 268.9

$ 261.2 $ 268.9 $ 279.0

Instrumentation 27.7 29.2 27.7

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Engineered Systems 4.6 4.6 4.4

Total segment depreciation and amortization

330.7 305.5 312.5

Corporate 5.6 4.4 3.9

Total depreciation and amortization $ 309.9 $ 316.4 $ 332.2

Capital expenditures:

Total Teledyne depreciation and amortization

$ 336.3 $ 309.9 $ 316.4

Capital expenditures for the Company’s business segments was as follows (in millions):

2025 2024 2023

Digital Imaging $ 67.7 $ 54.7 $ 78.2

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Engineered Systems 4.7 2.4 3.4

Total segment capital expenditures

106.9 79.3 106.5

Corporate 10.4 4.4 8.4

Total capital expenditures $ 83.7 $ 114.9 $ 92.6

Total Teledyne capital expenditures

$ 117.3 $ 83.7 $ 114.9

Identifiable assets are those assets used in the operations of the segments.

Corporate assets primarily consist of cash and cash equivalents, deferred taxes, pension assets and other assets.

Identifiable assets (in millions):

Identifiable assets for the Company’s business segments was as follows (in millions):

2025 2024 2023

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Engineered Systems 184.1 180.3 184.8

Total segment identifiable assets

14,779.9 13,449.8 13,828.4

Corporate 505.4 750.7 699.5

Total identifiable assets $ 14,200.5 $ 14,527.9 $ 14,354.0

Net sales by geographic region (in millions):

Total Teledyne identifiable assets

$ 15,285.3 $ 14,200.5 $ 14,527.9

United States $ 2,938.9 $ 2,895.4 $ 2,872.6

Europe 1,355.1 1,332.7 1,157.3

Asia 897.6 946.8 971.5

All other regions 478.4 460.6 457.2

Total net sales $ 5,670.0 $ 5,635.5 $ 5,458.6

Long-lived assets (in millions):

Long-lived assets consist of property, plant and equipment.

The all other countries category primarily consists of Teledyne’s other operations in Europe, primarily in Sweden, Estonia, Spain and the Netherlands.

Long-lived assets for the Company’s business segments was as follows (in millions):

2025 2024 2023

United States $ 527.3 $ 492.4 $ 503.4

Canada 1,118.2 1,174.0 1,169.7

United Kingdom

121.5 84.3 86.0

Canada 83.9 74.2 86.2

27.6 25.5 29.8

France 25.1 22.4 27.2

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Total long-lived assets $ 839.1 $ 745.2 $ 777.0

Long-lived assets consist of property, plant and equipment, goodwill, acquired intangible assets, prepaid pension assets and other long-term assets including deferred compensation assets but excluding any deferred tax assets.

The all other countries category primarily consists of Teledyne’s other operations in Europe, primarily in Sweden, Norway, Belgium and Estonia.

Product Lines

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The tables below provide a summary of the net sales by product line for the Instrumentation segment (in millions):

Instrumentation:

2025 2024 2023

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As part of a continuing effort to reduce costs and improve operating performance, the Company may take and has taken actions to consolidate and relocate certain facilities and reduce headcount across various businesses, reducing its exposure to weaker end markets.

For 2024, 2023 and 2022, the Company recorded $ 15.6 million of costs, $ 12.0 million of costs and $ 0.5 million of benefits, respectively, related to these actions, with the majority of the costs included within selling, general and administrative expense and within the Digital Imaging segment.

For 2025, 2024 and 2023, the Company recorded costs of $ 18.6 million, $ 15.6 million and $ 12.0 million, respectively, related to these actions, with the majority of the costs included within SG&A expense and within the Digital Imaging segment.

At December 28, 2025, $ 2.7 million remains to be paid related to actions taken in 2025.

In 2022, the Company, recorded a net benefit of $ 0.5 million, which related to $ 3.5 million of costs related to headcount or facility consolidation costs, offset by $ 4.0 million of income related to the favorable resolution of a facility consolidation charge within the Digital Imaging segment.

Revenue Recognition and Contract Balances

The Company disaggregates its revenue from contracts with customers by customer type and geographic region for each of our segments, as the Company believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors.

With the exception of the Engineered Systems segment, net sales in each of our segments is primarily derived from fixed-price contracts.

The Company disaggregates its revenue from contracts with customers by customer type and geographic region for each segment, as the Company believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors.

With the exception of the Engineered Systems segment, net sales in each segment is primarily derived from fixed-price contracts.

Net sales in the Engineered Systems segment are typically between 45 % and 55 % fixed-price contracts in a given reporting period, with the balance of net sales related to cost-reimbursable type contracts.

For 2024, 2023 and 2022, approximately 50 %, 49 %, and 49 % of net sales in the Engineered Systems segment was derived from fixed-price contracts.

For 2025, 2024 and 2023, approximately 46 %, 50 %, and 49 %, respectively, of net sales in the Engineered Systems segment was derived from fixed-price contracts.

Fiscal Year Ended

December 29, 2024 Fiscal Year Ended

December 28, 2025

Fiscal Year Ended

December 28, 2025

Customer Type Geographic Region (c)

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Fiscal Year Ended

December 31, 2023 Fiscal Year Ended

December 29, 2024

Fiscal Year Ended

December 29, 2024

Customer Type Geographic Region (c)

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Fiscal Year Ended

January 1, 2023 Fiscal Year Ended

January 1, 2023

December 31, 2023

Fiscal Year Ended

December 31, 2023

Customer Type Geographic Region (c)

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The Company expects approximately 71 % of remaining performance obligations to be recognized into revenue within the next twelve months , with the remaining 29 % recognized thereafter.

The unbilled receivable balance increased from the beginning of the year by $ 9.7 million, or 3.2 % , primarily due to recognizing revenue ahead of achieving billing milestones on certain contracts within the Aerospace and Defense Electronics and Digital Imaging segments.

Contract liabilities increased from the beginning of the year by $ 76.5 million or 28.7 %, primarily due to an increase in customer advances in the Digital Imaging segment and Aerospace and Defense Electronics segment.

The unbilled receivable balance increased from the beginning of the year by $ 62.5 million, or 20.0 %, primarily due to recognizing revenue ahead of achieving billing milestones on certain contracts within the Aerospace and Defense Electronics segment.

Contract liabilities increased from the beginning of the year by $ 60.1 million or 17.5 %, primarily due to an increase in customer advances in the Digital Imaging segment and the Aerospace and Defense Electronics segment.

The Company recognized revenue of $ 201.9 million during the year ended December 28, 2025, from contract liabilities that existed at the beginning of year.

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Digital Imaging Instrumentation Aerospace and Defense Electronics Engineered Systems Total

Balance at January 1, 2023 $ 6,780.4 $ 913.2 $ 161.8 $ 17.6 $ 7,873.0

Balance at December 31, 2023

$ 6,877.0 $ 944.8 $ 163.4 $ 17.6 $ 8,002.8

Current year acquisitions 65.6 23.6 — — 89.2

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Balance at December 29, 2024

6,854.6 955.3 163.0 17.6 7,990.5

Current year acquisitions 47.5 — 433.7 — 481.2

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Balance at December 28, 2025

$ 7,065.8 $ 986.9 $ 617.3 $ 17.6 $ 8,687.6

In the fourth quarter of 2025, the Company performed a quantitative impairment test for the FLIR reporting unit and qualitative impairment tests for all other reporting units.

The results of our annual impairment tests of goodwill indicated that no impairment existed in 2024, 2023 or 2022.

The results of the annual impairment tests of goodwill indicated that no impairment existed in 2025, 2024 or 2023.

Balance at Year End

Acquired intangible assets (in millions):

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Proprietary technology $ 1,838.1 $ 1,014.5 $ 823.6 $ 1,665.5 $ 796.6 $ 868.9

Customer list/relationships 599.3 252.9 346.4 609.5 219.4 390.1

Customer list/relationships/backlog

788.8 326.9 461.9 615.3 268.9 346.4

Patents 0.6 0.6 — 0.6 0.6 —

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Definite-lived trademarks 34.8 13.6 21.2 12.2 7.7 4.5

Backlog 16.0 16.0 — 16.4 16.4 —

Acquired intangible assets subject to amortization 2,294.5 1,074.7 1,219.8 2,334.2 906.1 1,428.1

Total acquired intangible assets subject to amortization

2,663.2 1,356.5 1,306.7 2,294.5 1,074.7 1,219.8

Acquired intangible assets not subject to amortization:

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Consistent with Teledyne’s growth strategy, the Company seeks to acquire companies in markets characterized by high barriers to entry and that include specialized products not likely to be commoditized.

Given our markets and highly engineered nature of our products, the rates of new technology development and customer acquisition and/or attrition are often not volatile.

As such, Teledyne believes the value of acquired intangible assets decline in a linear, as opposed to an accelerated fashion, and the Company believes amortization on a straight-line basis is appropriate.

Given the Company’s markets and the highly engineered nature of the Company’s products, the rates of new technology development and customer acquisition and/or attrition are often not volatile.

As such, Teledyne believes the value of acquired intangible assets decline in a linear, as opposed to an accelerated, fashion.

The Company also believes amortization on a straight-line basis is appropriate.

Recorded impairment charges to intangible assets were not material in 2025 or 2023.

As a result of our annual impairment tests, $ 52.5 million of impairment was recorded in 2024.

The expected future amortization expense for the next five years is as follows (in millions):

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2030 - $ 138.8 .

In the fourth quarter of 2024, the Company performed a quantitative impairment test on all indefinite-lived trademarks.

As a result of our annual impairment tests, $ 52.5 million of impairment was recorded to 2024.

Recorded impairment charges to intangible assets were not material in 2023 or 2022.

The estimated remaining useful lives by asset category as of December 28, 2025, are as follows:

Acquired intangibles subject to amortization Weighted average remaining useful life in years

Acquired intangible assets subject to amortization

Weighted Average Remaining Useful Life in Years

Proprietary technology 4.9

Customer list/relationships 9.3

Customer list/relationships/backlog

Trademarks 4.8

Total acquired intangibles subject to amortization 6.5

Total acquired intangible assets subject to amortization

Supplemental Balance Sheet Information

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Government and prime contractors billed receivables 209.3 179.5

Total billed receivables

1,003.4 916.6

Allowance for doubtful accounts ( 11.0 ) ( 15.5 )

Account receivable, net $ 901.1 $ 899.7

Accounts receivable, net

$ 992.4 $ 901.1

Commercial and other unbilled receivables, net $ 238.0 $ 184.2

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Unbilled receivables, net

$ 374.6 $ 312.1

Balance at Year End

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Equipment, software and other 1,325.7 1,187.3

1,187.3 1,165.8

Total property, plant and equipment, gross 1,947.0 1,757.3

1,757.3 1,724.1

Accumulated depreciation and amortization ( 1,107.9 ) ( 1,012.1 )

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Operating lease liabilities $ 134.7 $ 109.6

Unrecognized tax benefits, including accrued interest and penalties 28.0 104.5

Deferred compensation liabilities 118.2 111.3

Unrecognized tax benefits, including accrued interest and penalties 75.2 28.0

Pension and postretirement related liabilities 60.0 58.8

Contract liabilities 30.5 25.5

Derivative liabilities

Contract liabilities 33.6 30.5

Warranty reserve 11.3 9.1

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$ 516.4 $ 380.8

A rollforward of the warranty reserve, including both short and long-term reserve balances, for the years 2024, 2023 or 2022 was as follows:

Warranty Reserve (in millions):

A rollforward of the warranty reserve, including both short and long-term reserve balances, for the years 2025, 2024 or 2023 was as follows (in millions):

2025 2024 2023

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$ 1.2 billion credit facility due June 2029

Term loan due and repaid October 2024, variable rate of 6.71 % at December 31, 2023, swapped to a Euro fixed rate of 0.61 %

1.60 % Fixed Rate Senior Notes due April 2026

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910.7 1,030.0

0.95 % Fixed Rate Senior Notes due and repaid April 2024

Other debt 1.0 1.2

Debt discount and debt issuance costs ( 13.6 ) ( 17.2 )

( 17.2 ) ( 21.1 )

Total debt, net

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Current portion of long-term debt ( 450.1 ) ( 0.3 )

( 0.3 ) ( 600.1 )

Total long-term debt, net of current portion $ 2,025.3 $ 2,648.7

As of December 29, 2024, no borrowings were outstanding under our $ 1.20 billion credit facility.

Excluding interest and fees, no payments are due under the $ 1.20 billion unsecured credit facility (“credit facility”) until it matures in June 2029.

Borrowings under our credit facility and term loan are at variable rates which are, at our option, tied to a base rate, Eurocurrency rate or equivalent as defined in our credit agreements.

As of December 28, 2025, no borrowings were outstanding under the $ 1.20 billion credit facility.

Excluding interest and fees, no payments are due under the $ 1.20 billion unsecured credit facility until it matures in June 2029.

Borrowings under the credit facility and term loan are at variable rates which are, at the Company’s option, tied to a base rate, Eurocurrency rate or equivalent as defined in the Company’s credit agreements.

Available borrowing capacity under the credit facility, which is reduced by borrowings and certain outstanding letters of credit, was $ 1,171.0 million at December 28, 2025.

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At December 28, 2025, Teledyne had $ 53.4 million in outstanding letters of credit.

During 2025, the Company repurchased and retired $ 177.0 million of principal of its fixed rate senior notes for $ 162.0 million in cash.

During 2024, the Company repaid the $ 450.0 million Fixed Rate Senior Notes due April 2024 and the $ 150.0 million term loan due October 2024.

During 2023, the Company repaid $ 125.0 million of amounts outstanding on its credit facility, the $ 300.0 million Fixed Rate Senior Notes due April 2023, and the remaining $ 245.0 million on its term loan due May 2026.

The Company also repurchased and retired $ 10.0 million of its Fixed Rate Senior Notes due April 2031, recording a $ 1.6 million non-cash gain on the extinguishment of this debt.

Maturities of long-term debt as of December 28, 2025 (in millions):

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Total deferred provision (benefit) ( 58.6 ) ( 98.1 ) ( 97.4 )

Provision (benefit) for income taxes $ 117.2 $ 72.3 $ 119.2

The following is a reconciliation of the statutory federal income tax rate to the actual effective income tax rate:

Total provision (benefit) for income taxes:

Federal $ 117.4 $ 93.5 $ 12.4

State $ 22.3 $ 17.8 $ 16.8

Foreign $ 59.1 $ 5.9 $ 43.1

Total provision (benefit) for income taxes

$ 198.8 $ 117.2 $ 72.3

The following is a reconciliation of the statutory federal income tax rate to the actual effective income tax rate (dollars in millions):

federal statutory income tax rate $ 229.9 21.0 %

Domestic Federal:

Research and development tax credits

( 16.9 ) ( 1.5 )

( 2.0 ) ( 0.2 )

Nontaxable or nondeductible items:

( 3.3 ) ( 0.3 )

Cross-Border Taxes:

Foreign-derived intangible income

( 25.1 ) ( 2.3 )

( 3.8 ) ( 0.3 )

Changes in valuation allowances

Domestic state and local income taxes, net of federal effect (a)

Foreign tax effects

Other foreign jurisdictions (b)

Worldwide changes in unrecognized tax benefits

( 32.5 ) ( 3.0 )

$ 198.8 18.2 %

(a) In 2025, state taxes in California, Illinois, New Hampshire, and New Jersey made up the majority (greater than 50%) of the tax effect in this category.

(b) No jurisdictions or categories exceeded the 5% disaggregation threshold.

federal statutory income tax rate 21.0 % 21.0 %

State and local taxes, net of federal benefit 2.4 1.8

18 unchanged sentences

Tax credit and net operating loss carryforward 47.2 33.2

Other 30.0 34.8

Valuation allowance ( 25.1 ) ( 20.2 )

8 unchanged sentences

Net deferred income tax liabilities $ 355.2 $ 342.3

The Company is not permanently reinvested with respect to unremitted earnings of most of its foreign subsidiaries.

The Company is subject to U.S.

income tax on substantially all of these foreign earnings, while any remaining foreign earnings are eligible for potential U.S.

tax deductions.

As of December 29, 2024, the incremental tax cost to repatriate these earnings was not material.

The Company continues to make an indefinite reinvestment assertion on the unrepatriated prior year earnings of its material subsidiaries in Canada.

Those unremitted earnings were used to finance Canadian operations and investments.

The Company estimates that future cash generation will be sufficient to meet future domestic cash requirements.

The unrecognized deferred tax liability for the historical unremitted Canadian earnings is estimated between at $ 23.0 million to $ 26.0 million of potential tax.

There is no deferred tax liability recognized for unrepatriated prior year earnings of the Company’s material subsidiaries in Canada, which would become taxable if distributed to the United States.

The unrecognized deferred tax liability for this is estimated between $ 23.0 million to $ 26.0 million of potential tax.

In assessing the need for a valuation allowance, the Company considers all positive and negative evidence, including recent financial performance, scheduled reversals of temporary differences, projected future taxable income, availability of taxable income in carryback periods and tax planning strategies.

Based on a review of such information, management believes that it is possible that some portion of deferred tax assets will not be realized as a future benefit and therefore has recorded a valuation allowance.

Based on a review of such information, management believes it is possible that some portion of deferred tax assets will not be realized as a future benefit and therefore has recorded a valuation allowance.

The valuation allowance for deferred tax assets increased by $ 4.9 million in 2025.

At December 29, 2024, the Company had approximately $ 21.7 million of net operating loss carryforward from the Company’s foreign entities including Denmark and The Netherlands, of which $ 13.1 million have no expiration dates and $ 8.6 million have expiration dates ranging from 2025 to 2044.

The Company had Canadian capital loss carryforward in the amount of $ 3.3 million which has no expiration date.

At December 28, 2025, the Company had approximately $ 26.4 million of net operating loss carryforward from the Company’s foreign entities including France, of which $ 19.9 million have no expiration dates and $ 6.5 million have expiration dates ranging from 2028 to 2044.

The Company had approximately $ 3.7 million of capital loss carryforward from the Company’s foreign entities including Canada, which have no expiration dates.

In addition, the Company had domestic federal and state net operating loss carryforward of $ 14.3 million and $ 233.6 million, respectively.

Generally, federal net operating loss carryforward amounts are limited in their use by earnings of certain acquired subsidiaries.

Of the $ 15.3 million federal net operating loss carryforward, $ 14.5 million have no expiration dates and $ 0.8 million have expiration dates ranging from 2025 to 2036.

Of the $ 14.3 million federal net operating loss carryforward, $ 13.5 million have no expiration dates and $ 0.8 million have expiration dates in 2036.

The state net operating loss carryforward amounts have expiration dates ranging from 2026 to 2044.

The Company had aggregate Canadian federal and provincial investment tax credits of $ 11.8 million, which have expiration dates ranging from 2042 to 2044.

The Company had United States federal credit carryforward of $ 4.6 million which have expiration dates ranging from 2031 to 2042.

The Company had Spanish federal research and development credit carryforward in the amount of $ 2.8 million, which have expiration dates ranging from 2025 to 2042.

The Company had U.S.

federal credit carryforward of $ 5.0 million which have expiration dates ranging from 2031 to 2042.

The Company had Spanish federal R&D credit carryforward in the amount of $ 1.9 million, which have expiration dates ranging from 2036 to 2041.

Finally, the Company had state tax credits of $ 18.3 million, of which $ 12.4 million have no expiration date and $ 5.9 million have expiration dates ranging from 2026 to 2049.

11 unchanged sentences

In the next 12 months, the Company anticipates the total unrecognized tax benefit for various federal, state and foreign tax items may be reduced by $ 2.4 million due to the expiration of statutes of limitation for various federal, state and foreign tax issues.

Teledyne recognized net tax benefits and expense for interest and penalties related to unrecognized tax benefits within the provision for income taxes in our statements of income (loss) of $ 15.8 million of benefits, $ 10.3 million of benefits and $ 12.2 million of benefits, for 2024, 2023 and 2022, respectively.

Teledyne recognized net tax benefits and expense for interest and penalties related to unrecognized tax benefits within the provision for income taxes in the statements of income (loss) of $ 2.4 million of expense, $ 15.8 million of benefits and $ 10.3 million of benefits, for 2025, 2024 and 2023, respectively.

Interest and penalties in the amount of $ 11.4 million, $ 8.5 million and $ 36.9 million were recognized in the 2025, 2024 and 2023 balance sheets, respectively.

Substantially all of the unrecognized tax benefits as of December 29, 2024, if recognized, would affect our effective tax rate.

Teledyne files income tax returns in the United States federal and state jurisdictions and in various foreign jurisdictions.

The Company has substantially concluded income tax matters in the United States through 2016, in Canada through 2012, in the United Kingdom through 2016, and in France through 2020.

Cash payments for federal, state and foreign income taxes were $ 213.2 million for 2024, which are net of $ 20.1 million in tax refunds.

Substantially all of the unrecognized tax benefits as of December 28, 2025, if recognized, would affect the Company’s effective tax rate.

Teledyne files income tax returns in the U.S.

federal and state jurisdictions and in various foreign jurisdictions.

The Company has substantially concluded income tax matters in the United States through 2016, in Canada through 2012, in the UK through 2022, and in France through 2020.

Income taxes paid (in millions):

state and local

United Kingdom

Canada - federal

Total income taxes paid

Cash payments for federal, state and foreign income taxes were $ 213.2 million for 2024, which are net of $ 20.1 million in tax refunds.

8 unchanged sentences

The Company’s U.S.

domestic qualified pension plans purchased group annuity contracts from insurance companies and paid a total annuity premium of $ 17.8 million in 2024.

domestic qualified pension plans purchased group annuity contracts from insurance companies and paid a total annuity premium of $ 15.9 million and $ 17.8 million in 2025 and 2024, respectively.

These annuity contracts transfer the obligation to the insurance companies to guarantee the full payment of all annuity payments to existing retired pension plan participants or their surviving beneficiaries.

These annuity contracts assume all investment risk associated with the assets that were delivered as the annuity contract premiums.

These annuity contracts covered 331 existing retired pension plan participants at the time of purchase.

The Company did not have similar purchases in 2023.

These annuity contracts covered 211 and 286 of existing retired pension plan participants at the time of purchase in 2025 and 2024, respectively.

The domestic qualified pension plans allow participants to elect a lump-sum payment at retirement.

1 unchanged sentence

Each year, beginning with 2014, the Society of Actuaries released revised mortality tables, which updated life expectancy assumptions.

In consideration of these tables, each year the Company reviews the mortality assumptions used in determining our pension and postretirement obligations.

Net periodic benefit expense (income) allocation

In consideration of these tables, each year the Company reviews the mortality assumptions used in determining the pension and postretirement obligations.

Net periodic benefit expense (income) allocation (in millions):

Domestic Foreign

2025 2024 2023 2025 2024 2023

Service cost - (in millions)

$ 4.8 $ 5.1 $ 5.2 $ 1.1 $ 1.1 $ 0.9

41 unchanged sentences

Benefit obligation - beginning of year $ 541.2 $ 584.1 $ 46.7 $ 51.5

5.1 5.2 1.1 0.9

Service cost 4.8 5.1 1.1 1.1

Interest cost on projected benefit obligation 29.6 30.3 2.1 1.9

63 unchanged sentences

Plan investments that would be considered a level 3 fair value hierarchy are valued based on management’s own assumption about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).

Certain investments are measured at fair value using net asset values as a practical expedient and are not required to be categorized in the fair value hierarchy table listed below.

Certain investments are measured at fair value by using net asset value as a practical expedient and are not required to be categorized in the fair value hierarchy table listed below.

As such, the balance of these investments measured at net asset value has been included in the table below to permit reconciliation to the plan asset amounts previously disclosed.

60 unchanged sentences

These policies are recorded at their cash surrender value as determined by the insurance carrier.

The cash surrender value of these policies was $ 111.0 million and $ 101.3 million, as of December 29, 2024 and December 31, 2023, respectively, and is primarily included in other non-current assets on the consolidated balance sheets.

The cash surrender value of these policies was $ 111.0 million as of both December 28, 2025, and December 29, 2024, and is primarily included in other non-current assets on the consolidated balance sheets.

Stockholders ’ Equity

1 unchanged sentence

Common Stock Treasury Stock

Balance, January 1, 2023

47,194,766 282,131

Balance, December 31, 2023

Issued 101,043 ( 159,045 )

Balance, December 29, 2024

47,432,888 726,276

Acquired — 788,104

Issued — ( 275,111 )

4 unchanged sentences

During 2025, the Company repurchased approximately 0.8 million shares for $ 400.0 million, with a weighted average price of $ 507.52 per share.

All of the Company’s 2025 share repurchases were settled between October 2025 and December 2025.

During 2024, the Company repurchased approximately 0.9 million shares for $ 354.0 million, with a weighted average price of $ 399.78 per share.

All of the Company’s 2024 share repurchases were settled between April 2024 and October 2024.

36 unchanged sentences

259,279 $ 445.29 6.9 168,014 $ 440.84

$ 500.00 and over

4,660 $ 555.95 9.6 — $ —

946,782 $ 306.37 4.3 850,857 $ 289.23

Restricted Stock

5 unchanged sentences

Balance, January 1, 2023

117,472 $ 372.51 39,401 $ 386.76 9,522 $ 345.57

Granted 2,316 $ 418.20 14,139 $ 361.08 4,190 $ 404.92

1 unchanged sentence

Forfeited/Canceled ( 10,644 ) $ 369.60 ( 2,616 ) $ 346.08 — $ —

Balance, January 1, 2023 117,472 $ 372.51 39,401 $ 386.76 9,522 $ 345.57

Balance, December 31, 2023

69,439 $ 371.90 41,818 $ 357.43 11,832 $ 349.81

Granted 70,341 $ 441.86 19,103 $ 397.78 4,680 $ 362.50

2 unchanged sentences

Balance, December 29, 2024

93,596 $ 419.76 52,331 $ 375.86 14,417 $ 345.92

Granted 74,693 $ 464.48 17,688 $ 437.17 4,395 $ 448.52

2 unchanged sentences

Balance, December 28, 2025

112,790 $ 455.87 45,501 $ 400.67 15,436 $ 377.73

Employee Time-based Restricted Stock Units

The Company recorded $ 15.6 million, $ 14.2 million and $ 7.8 million in compensation expense related to restricted stock units to employees for fiscal years 2024, 2023 and 2022 respectively, which is primarily recorded in the Digital Imaging segment.

The Company recorded $ 22.9 million, $ 15.6 million and $ 14.2 million in compensation expense related to restricted stock units to employees for fiscal years 2025, 2024 and 2023, respectively.

At December 28, 2025, there was $ 35.3 million of total estimated unrecognized compensation cost related to non-vested awards, which is expected to be recognized over a weighted average period of approximately 2.0 years.

10 unchanged sentences

Non-Employee Directors Restricted Stock

Non-employee directors each received restricted stock units valued at $ 170,000 in 2024, 2023 and 2022 or valued at half the amount for a person who becomes a director for the first time after the date of the Annual Meeting.

Non-employee directors each received restricted stock units valued at $ 210,000 in 2025 and $ 170,000 in 2024 and 2023 or valued at half the amount for a person who becomes a director for the first time after the date of the Annual Meeting.

The restricted stock units generally vest one year following the date of grant and are settled in shares of common stock on the date of vesting unless a director has elected to defer settlement of the award until his or her separation from Board service.

The annual expense related to non-employee director’s restricted stock units was $ 1.7 million for 2024, 2023 and 2022, with an immaterial amount of unrecognized compensation cost that will be recognized over the first half of 2025.

The annual expense related to non-employee director’s restricted stock units was $ 2.0 million for 2025 and $ 1.7 million for both 2024 and 2023, with an immaterial amount of unrecognized compensation cost that will be recognized over the first half of 2026.

Earnings Per Share

The following table sets forth the computations of basic and diluted earnings per common share (amounts in millions, except per share data):

Earnings Per Common Share:

2025 2024 2023

9 unchanged sentences

In 2024 and 2023, the Company excluded 0.2 million of stock options in the computation of diluted earnings per share because the effect of their inclusion would have been anti-dilutive.

In 2025, the amount of excluded stock options in the computation of diluted earnings per share was not material.

Accumulated Other Comprehensive Income (Loss)

The following table summarizes the changes in AOCI for the fiscal years ended December 29, 2024, and December 31, 2023:

(in millions) Foreign Currency Translation Cash Flow Hedges Pension and Postretirement Benefits Total

Balance as of January 1, 2023 $ ( 472.3 ) $ 1.3 $ ( 255.5 ) $ ( 726.5 )

The following table summarizes the changes in AOCI for the fiscal years ended December 28, 2025, and December 29, 2024 (in millions):

Foreign Currency Translation Cash Flow Hedges Pension and Postretirement Benefits Total

Balance as of December 31, 2023

$ ( 392.7 ) $ 8.2 $ ( 249.6 ) $ ( 634.1 )

Other comprehensive income (loss) before reclassifications ( 209.6 ) ( 6.0 ) — ( 215.6 )

2 unchanged sentences

Balance as of December 29, 2024

( 602.3 ) ( 2.2 ) ( 235.4 ) ( 839.9 )

Other comprehensive income (loss) before reclassifications 376.8 2.7 — 379.5

2 unchanged sentences

Balance as of December 28, 2025

The reclassification out of AOCI for the fiscal years ended December 29, 2024, and December 31, 2023, are as follows:

(in millions) Amount reclassified from AOCI Amount reclassified from AOCI Financial Statement Presentation

$ ( 225.5 ) $ 0.5 $ ( 200.4 ) $ ( 425.4 )

The reclassification out of AOCI for the fiscal years ended December 28, 2025, and December 29, 2024, are as follows (in millions):

Amount reclassified from AOCI Amount reclassified from AOCI Financial Statement Presentation

(Gain) loss on cash flow hedges:

Gain (loss) recognized in income on derivatives $ ( 6.0 ) $ ( 10.6 ) See Note 14

(Gain) loss recognized in income on derivatives

$ — $ ( 6.0 ) See Note 14

Income tax impact — 1.6 Provision for income taxes

1 unchanged sentence

Amortization of defined benefit pension and postretirement plan items:

Amortization of prior service cost $ ( 0.4 ) $ ( 1.7 ) See Note 10

Amortization of net actuarial loss 11.7 10.1 See Note 10

Amortization of net prior service cost (income)

$ 0.3 $ ( 0.4 ) Cost and expenses

Amortization of net actuarial loss 11.5 11.7 Cost and expenses

Pension adjustments 34.5 7.3 See Note 10

Total before tax 46.3 18.6

Income tax impact ( 4.4 ) ( 1.5 )

Net of tax $ 14.2 $ 5.9

Income tax impact ( 11.3 ) ( 4.4 ) Provision for income taxes

$ 35.0 $ 14.2

Derivative Instruments and Hedging Activities

The Company’s primary exposure to market risk relates to changes in foreign currency exchange rates and interest rates.

The Company’s primary foreign currency risk management objective is to protect the U.S.

dollar value of future cash flows and reduce the volatility of reported earnings.

During 2025, the Company entered into certain derivative contracts to reduce the volatility from translation of the Company’s euro denominated net investments.

The Company does not use derivative contracts for speculative or trading purposes.

The Company mitigates exposure to foreign currency exchange rates and interest rates primarily through the following:

Designated Hedging Activities

The Company utilizes foreign currency forward contracts to reduce the volatility of cash flows primarily related to forecasted revenue and expenses denominated in Canadian dollars for the Canadian companies and in British pounds for the UK companies.

As of December 28, 2025, foreign currency forward contracts in Canadian dollars designated as cash flow hedges have maturities ranging from March 2026 to May 2026.

As of December 28, 2025, foreign currency forward contracts in British pounds designated as cash flow hedges have maturities ranging from March 2026 to February 2027.

The Company utilizes cross-currency swaps to hedge portions of the Company’s euro denominated net investments against the effect of exchange rate fluctuations on the translation of foreign currency balances to the U.S.

In 2025, the Company entered cross-currency swaps designated as net investment hedges with a total notional amount of € 450.0 million to hedge portions of the Company’s euro denominated net investments against the effect of exchange rate fluctuations on the translation of foreign currency balances to the U.S.

These cross-currency swaps mature between September 2026 and September 2030.

The Company converted a U.S.

dollar denominated, variable rate debt obligation of a European subsidiary into a euro fixed rate obligation using a receive float, pay fixed cross-currency swap to reduce the variability of interest rates.

This cross-currency swap matured in October 2024.

Non-Designated Hedging Activities

The Company utilizes foreign currency forward contracts to mitigate foreign exchange rate risk associated with foreign currency denominated monetary assets and liabilities, including intercompany receivables and payables.

These foreign currency forward contracts are not designated as accounting hedges.

The gain or loss resulting from a change in fair value of a derivative instrument that is not designated an accounting hedge is recognized immediately in earnings and is intended to, at a minimum, partially offset the transaction gains and losses recognized in earnings.

Derivative Instruments

The Company periodically enters into foreign currency forward contracts designated as cash flow hedges to minimize foreign currency risk, primarily to Canadian dollars and British pounds.

As of December 29, 2024, foreign currency forward contracts in Canadian dollars designated as cash flow hedges have maturities ranging from March 2025 to February 2026.

There were no open contracts forward currency forward contracts in British pounds designated as cash flow hedges as of December 29, 2024.

We converted a U.S.

dollar denominated, variable rate obligation of a European subsidiary, into a euro fixed rate obligation using a receive float, pay fixed cross currency swap.

This cross-currency swap was designated as a cash flow hedge and matured in October 2024.

In addition, the Company utilizes foreign currency forward contracts which are not designated as hedging instruments for accounting purposes to mitigate foreign exchange rate risk associated with foreign currency denominated monetary assets and liabilities, including intercompany receivables and payables.

The gains and losses on these derivatives which are not designated as hedging instruments, are intended to, at a minimum, partially offset the transaction gains and losses recognized in earnings.

The following is a summary of notional amounts outstanding under foreign currency forward contracts, cross-currency swap agreements and their respective fair value amounts recorded in the consolidated balance sheets (in millions):

December 29, 2024 December 31, 2023

Notional amount

Notional amount Fair value

Derivatives designated as hedging instruments

Foreign currency forward contracts

Other current assets

The following is a summary of the gain (loss) included in the consolidated statements of income (loss) and comprehensive income (loss) related to the derivative instruments described above (in millions):

Net gain (loss) recognized in AOCI—Foreign Exchange Contracts (a)

$ 3.5 $ ( 8.2 )

Other non-current assets

Net gain (loss) recognized in AOCI—Cross-Currency Swap Contracts (a)

$ ( 36.1 ) $ —

Accrued liabilities

Net gain (loss) reclassified from AOCI into revenue/cost of sales—Foreign Exchange Contracts (a)

Net gain (loss) reclassified from AOCI into other income and expense, net—Foreign Exchange Contracts (b)

Net gain (loss) reclassified from AOCI into interest expense—Foreign Exchange Contracts

$ — $ ( 17.9 )

Other non-current liabilities

Net gain (loss) recognized in other income and expense, net—Foreign Exchange Contracts

$ 37.8 $ ( 43.6 )

Cross-currency swap agreements

Other current assets

(a) Effective portion, pre-tax

(b) Amount reclassified to offset earnings impact of liability hedged by cross-currency swap, used to hedge debt

Net deferred gains recorded in AOCI for the forward contracts that will mature in the next 12 months total $ 0.5 million, net of taxes.

These gains are expected to be offset by anticipated losses in the value of the forecasted underlying hedged item.

The following is a summary of notional amounts and fair values of the Company’s derivatives recorded in the consolidated balance sheets presented by instrument type and use (in millions):

Notional Amount

Fair Value Asset

Fair Value Liability

2025 2024 2025 2024 2025 2024

Accrued liabilities $ — — $ 172.6 ( 21.3 )

Derivatives designated as hedging instruments:

Foreign currency forward contracts $ 52.2 $ 83.3 $ 0.5 $ — $ — $ ( 3.0 )

Cross-currency swap agreements 530.0 — 6.0 — ( 40.4 ) —

Total derivatives designated as hedging instruments $ 582.2 $ 83.3 $ 6.5 $ — $ ( 40.4 ) $ ( 3.0 )

1 unchanged sentence

Foreign currency forward contracts 815.6 974.8 15.5 1.0 ( 1.4 ) ( 13.9 )

Other current assets

$ 271.4 $ 1.0 $ 329.9 $ 14.2

Accrued liabilities

$ 703.4 ( 13.9 ) $ 467.6 ( 3.2 )

Total derivatives not designated as hedging instruments $ ( 12.9 ) $ 11.0

Total derivatives $ 1,397.8 $ 1,058.1 $ 22.0 $ 1.0 $ ( 41.8 ) $ ( 16.9 )

All derivatives are recorded on the balance sheet at fair value.

The accounting for income and losses resulting from changes in fair value depends on the use of the derivative and whether it is designated and qualifies for hedge accounting.

Teledyne does not use foreign currency forward contracts for speculative or trading purposes.

Net gain (loss) recognized in AOCI - foreign exchange contracts (a) $ ( 8.2 ) $ 19.3

Net gain (loss) reclassified from AOCI into revenue/cost of sales - foreign exchange contracts $ 1.1 $ ( 6.2 )

Net gain (loss) reclassified from AOCI into interest expense - foreign exchange contracts $ ( 17.9 ) $ 7.6

Net gain (loss) reclassified from AOCI into interest expense -interest rate contracts $ — $ 0.6

Net gain (loss) reclassified from AOCI into other income and expense, net - foreign exchange contracts (b) $ 22.7 $ 8.0

Net gain (loss) recognized in other income and expense, net – foreign exchange contracts

$ ( 43.6 ) $ 13.7

(a) Effective portion

(b) Amount reclassified to offset earnings impact of liability hedged by cross currency swap

Net deferred losses recorded in AOCI, net of tax, for forward contracts that will mature in the next 12 months total $ 2.2 million.

These losses are expected to be offset by anticipated gains in the value of the forecasted underlying hedged item.

All derivative assets are presented in Other current assets or Other non-current assets.

All derivative liabilities are presented in Accrued liabilities or Other non-current liabilities.

Fair Value Measurements

13 unchanged sentences

Net derivatives at fair value

Gross derivative assets and liabilities are subject to legally enforceable master netting agreements, for which we have not elected to present net amounts on the consolidated balance sheets.

$ ( 19.8 ) $ ( 15.9 )

Gross derivative assets and liabilities are subject to legally enforceable master netting agreements, for which the Company has not elected to present net amounts on the consolidated balance sheets.

The effect of such right of setoff on the Company’s financial position were $ 0.4 million and $ 0.2 million, as of December 28, 2025, and December 29, 2024, respectively.

3 unchanged sentences

The Company’s long-term debt is considered a Level 2 and is valued based on observable market data.

As of December 29, 2024 and December 31, 2023, the aggregate fair values of our borrowings were $ 2,395.0 million and $ 2,965.3 million, respectively, and the carrying values were $ 2,666.2 million and $ 3,266.0 million, respectively.

As of December 28, 2025, and December 29, 2024, the aggregate fair values of borrowings were $ 2,359.5 million and $ 2,395.0 million, respectively, and the carrying values were $ 2,489.0 million and $ 2,666.2 million, respectively.

The cost, if any, to terminate off-balance sheet financial instruments (primarily letters of credit) is not significant.

5 unchanged sentences

No lease agreement imposes a restriction on the Company’s ability to engage in financing transactions or enter into further lease agreements.

At December 29, 2024, Teledyne has right-of-use assets of $ 128.6 million included in non-current other assets, net on the consolidated balance sheets.

At December 28, 2025, and December 29, 2024, Teledyne has right-of-use assets of $ 156.1 million and $ 128.6 million, respectively, included in non-current other assets, net, on the consolidated balance sheets.

At December 28, 2025, future minimum lease payments for operating leases with non-cancelable terms of more than one year were as follows (in millions):

Operating lease commitments:

Thereafter 51.7

12 unchanged sentences

Trade Compliance Matters

Teledyne has made voluntary disclosures to the U.S.

The Company has made voluntary disclosures to the U.S.

Department of State and the U.S.

Department of Commerce, including to the Bureau of Industry and Security (“BIS”) with respect to Teledyne FLIR shipments of products from non-U.S.

jurisdictions which were not authorized due to a potentially incorrect de minimis calculation methodology under section 734.4 and Supplement No.

2 of the Export Administration Regulations (“EAR”).

Furthermore, Teledyne has made voluntary disclosures to export authorities in jurisdictions outside the United States for certain potential violations of local export laws, which may increase its penalty exposure.

At this time, based on available information, the Company is unable to reasonably estimate the time it may take to resolve these matters or the amount or range of potential loss, penalty or other government action, if any, that may be incurred in connection with these matters.

However, an unfavorable outcome could result in substantial fines and penalties or loss or suspension of export privileges or of particular authorizations that could be material to the Company’s financial position, results of operations or cash flows in and following the period in which such an outcome becomes estimable or known.

Department of Commerce, including to the BIS, with respect to Teledyne FLIR shipments of products from non-U.S.

jurisdictions which were not licensed due to an incorrect de minimis calculation methodology under the Export Administration Regulations.

The Company has also made voluntary disclosures to export authorities in jurisdictions outside the United States for certain potential violations of local export laws.

The Company accrues amounts associated with potential violations to the extent a loss, penalty or other government action becomes probable and can be reasonably estimated.

An unfavorable outcome could result in substantial fines and penalties or loss or suspension of export privileges or of particular authorizations that could be material to the Company’s financial position, results of operations or cash flows in and following the period in which such outcome becomes estimable or known.

Environmental Remediation Obligations

The Company is subject to federal, state and local environmental laws and regulations which require that it investigate and remediate the effects of the release or disposal of materials at sites associated with past and present operations, including sites at which the Company has been identified as a potentially responsible party under the federal Superfund laws and comparable state laws.

At December 28, 2025, the Company’s reserves for environmental remediation obligations totaled $ 6.0 million, of which $ 2.9 million is included in current accrued liabilities and the remainder included in other long-term liabilities .

The Company periodically evaluates whether it may be able to recover a portion of future costs for environmental liabilities from its insurance carriers and from third parties.

The Company evaluates whether it may be able to recover a portion of future costs for environmental liabilities from its insurance carriers and from third parties.

The timing of expenditures depends on a number of factors that vary by site, including the nature and extent of contamination, the number of potentially responsible parties, the timing of regulatory approvals, the complexity of the investigation and remediation, and the standards for remediation.

The Company expects that it will expend present accruals over many years and will complete remediation of all sites with which it has been identified in up to thirty years .

The Company expects that it will pay the amounts recorded over many years and will complete remediation of all sites with which it has been identified in up to 30 years.

Other Claims and Legal Matters

The Company is working to resolve a civil investigation by the U.S.

Department of Justice relating to an ejection seat sequencer program and deliveries to the U.S.

Government between 2006 and 2018.

In December 2025, Teledyne RISI, Inc.

d/b/a Teledyne Electronic Safety Products (“TESP”) reached a final settlement agreement with U.S.

Department of Justice, on behalf of the Department of the Air Force and the Department of the Navy, regarding a civil false claims investigation relating to certain electronic modules manufactured between November 2011 and June 2012 for an ejection seat sequencer program.

By entering a negotiated settlement, which included the payment by TESP of $ 1.5 million, TESP admitted no wrongdoing and sought to avoid the costs and expense of potential protracted litigation.

Various claims (whether based on U.S.

9 unchanged sentences

Subsequent Events

On December 30, 2024, the Company acquired Micropac Industries, Inc.

(“Micropac”) for approximately $ 57.6 million in cash, net of cash acquired, and subject to certain adjustments.

Micropac, founded in 1963 and headquartered in Garland, Texas designs and manufactures microelectronic circuits, optoelectronic components, and sensor and display assemblies, primarily for military, aerospace, and medical applications.

Micropac will be part of the Aerospace & Defense Electronics segment.

The Company funded the acquisition from cash on hand.

Qioptiq and Advanced Electronics Systems businesses

On February 3, 2025, the Company acquired select aerospace and defense electronics businesses of Excelitas Technologies Corp.

for approximately $ 700.3 million in cash, net of cash acquired, and subject to certain adjustments.

The acquisition includes the Optical Systems ( “ OS ” ) business known under the Qioptiq ® brand based in Northern Wales, UK, as well as the United States based Advanced Electronic Systems ( “ AES ” ) business.

The OS and AES businesses will be part of the Aerospace and Defense Electronics segment.

The Company funded the acquisition from available borrowings on the credit facility as well as cash on hand.

In the first quarter of 2026, the Company acquired DD-Scientific Holdings Limited and its subsidiary DD-Scientific Limited (together, “DD-Scientific”) for approximately $ 53.0 million in cash, net of cash acquired and subject to certain adjustments.

DD-Scientific, founded in 2011 and headquartered in Fareham, UK, develops and manufactures high-performance gas sensors for critical applications in industries including industrial safety, healthcare and environmental compliance.

DD-Scientific will be included within the Instrumentation segment.

Schedule II VALUATION AND QUALIFYING ACCOUNTS

VALUATION AND QUALIFYING ACCOUNTS

For the Fiscal Years Ended December 29, 2024, December 31, 2023 and January 1, 2023

For the Fiscal Years Ended December 28, 2025, December 29, 2024 and December 31, 2023

(in millions)

Description Balance at

period Charged

expenses Acquisitions Deductions and

other (a) Balance at end

Acquisitions Deductions and

Balance at End

Fiscal Year 2025

13 unchanged sentences

3.1 Restated Certificate of Incorporation of Teledyne Technologies Incorporated (including Certificate of Designation of Series A Junior Participating Preferred Stock) (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended January 2, 2000 (File No.

3.2 Certificate of Amendment to Teledyne ’ s Restated Certificate of Incorporation (incorpo rated by reference to the Com pany ’ s Current Report on F orm 8-K dated April 24, 2024 (File No.

3.2 Certificate of Amendment to Teledyne’s Restated Certificate of Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K dated April 24, 2024 (File No.

3.3 Certificate of Amendment to Teledyne ’ s Restated Certificate of Incorporation (incorporated by reference to the Company ’ s Current Report on Form 8-K dated April 22, 2025 (File No.

3.4 Fifth Amended and Restated Bylaws of Teledyne (incorporated by reference to the Company’s Current Report on Form 8-K dated April 24, 2024 (File No.

6 unchanged sentences

(incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated March 17, 2021) (File No.

4.4 Form of 0.950% Notes due 2024 (form included as Exhibit B to the First Supplemental Indenture files as Exhibit 4.3)

4.4 Form of 1.600% Notes due 2026 (form included as Exhibit C to the First Supplemental Indenture files as Exhibit 4.3)

11 unchanged sentences

Performance Plan Summary Plan Description for awards made prior to 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 26, 2021 File No.

Form of Performance-Based Restricted Stock Unit Agreement for awards mad e after January 1, 2024 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated January 23, 2024 File No.

Form of Performance-Based Restricted Stock Unit Agreement for awards made after January 1, 2024 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated January 23, 2024 File No.

10.11 Performance Plan - Summary Plan Description for 2024-2026 performance period (incorporated by reference to Exhibit 10.2 to the Company Report on Form 8-K dated January 23, 2024 File No.

10.12 Performance Plan - Summary Plan Description for awards made after January 1, 2025*

10.13 Eighth Amended and Restated Employment Agreement, dated as of October 24, 2023, by and between Teledyne Technologies Incorporated and Robert Mehrabian (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated October 24, 2023 File No.

10.14 Transition of Employment and Agreement Termination Employment Agreement between Teledyne Netherlands BV and Edwin Roks, dated December 29, 2023 (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (File No.

10.12 Performance Plan - Summary Plan Description for awards made after January 1, 2025 (incorporated by reference to Exhibit 10.12 to the Company ’ s Annual Report on Form 10-K for the fiscal year ended December 29, 2024) (File No.

10.13 N inth Amended and Restated Employment Agreement, dated as of December 16 , 202 5 , by and between Teledyne Technologies Incorporated and Robert Mehrabian (incorporated by reference to Exhibit 10.

1 to the Company’s Current Report on Form 8-K dated December 16 , 202 5 File No.

10.14 Retirement, Severance and General Release Agreement, dated as of April 30, 2025, by Edwin Roks and Teledyne Technologies Incorporated (incorporated by reference to the Amendment No.

1 to the Company ’ s Current Report on Form 8-K dated April 28, 2025 (file No.

10.15 Amended and Restated Change in Control Severance Agreement, dated as of January 31, 2011, by and between Teledyne Technologies Incorporated and Robert Mehrabian (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 31, 2011 (File No.

2 unchanged sentences

Bobb III (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 2, 2023 File No.

10.18 Amended and Restated Change in Control Severance Agreement, dated as of January31, 2011, by and between Teledyne Technologies Incorporated and Edwin Roks (incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the fiscal year end December 30, 2018 (File No.

10.18 Amendment to Change in Control Severa nce Agreement , dated as of Febr uary 17, 2026 by and amon g Teledyne Technolo gies Incorporated and George C.

10.19 Amended and Restated Change in Control Severance Agreement, dated as of January 31, 2011, by and between Teledyne Technologies Incorporated and Melanie Cibik (incorporated by reference to Exhibit 10.

13 to the Company’s Annual Report on Form 10-K for the fiscal year end December 29 , 201 3 (File No.

Amended and Restated Change in Control Severance Agreement, dated as of January 31, 2011, by and between Teledyne Technologies Incorporated and Stephen F.

25 unchanged sentences

14.3 Directors, Code of Business Conduct and Ethics - this code of ethics may be accessed via the Company’s website at www.teledyne.com/who-we-are/ethics

19.1 T eledyne Policy on Insider Trading;

Purchases and Sales of Company Securities*

19.1 Teledyne Policy on Insider Trading;

Purchases and Sales of Company Securities (incorporated by reference to Exhibit 19.1 to the Company ’ s Annual Report of Form 10-K dated December 29, 2024) (File No.

21 Subsidiaries of Teledyne Technologies Incorporated*

19 unchanged sentences

Teledyne Technologies Incorporated (Registrant)

/s/ Edwin Roks

Chief Executive Officer

/s/ George C.

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Edwin Roks Chief Executive Officer

Edwin Roks (Principal Executive Officer) February 20, 2025

/s/ George C.

President and Chief Executive Officer and Director

February 20, 2026

(Principal Executive Officer)

/s/ Stephen F.

Blackwood Executive Vice President and

Blackwood Chief Financial Officer

(Principal Financial Officer) February 20, 2025

Blackwood Executive Vice President and Chief Financial Officer

February 20, 2026

(Principal Financial Officer)

/s/ Cynthia Belak Senior Vice President and Controller

Cynthia Belak (Principal Accounting Officer) February 20, 2025

February 20, 2026

Cynthia Belak (Principal Accounting Officer)

/s/ Robert Mehrabian Executive Chairman and Director February 20, 2026

1 unchanged sentence

* Director February 20, 2026

Charles Crocker

* Director February 20, 2026

6 unchanged sentences

* Director February 20, 2026

* Director February 20, 2025

/s/ Melanie S.

2 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures