What changed in this filing

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Item 1. Financial Statements

2026-08-11 compared with 2026-05-12 · 183 added, 103 removed, 402 unchanged (42% of the section changed)

4 unchanged sentences

(in thousands, except par values)

APRIL 5, 2026 DECEMBER 28, 2025

JULY 5, 2026 DECEMBER 28, 2025

Current assets

27 unchanged sentences

5,000 shares authorized;

none issued or outstanding at April 5, 2026 and December 28, 2025

none issued or outstanding at July 5, 2026 and December 28, 2025

Common stock, par value $ 0.10 per share;

120,000 shares authorized;

58,055 and 57,891 shares issued and outstanding at April 5, 2026 and December 28, 2025, respectively

57,800 and 57,891 shares issued and outstanding at July 5, 2026 and December 28, 2025, respectively

Additional paid-in capital 223,834 248,910

5 unchanged sentences

See accompanying notes to consolidated condensed financial statements.

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INTERFACE, INC.

2 unchanged sentences

(in thousands, except per share data)

THREE MONTHS ENDED

APRIL 5, 2026 MARCH 30, 2025

THREE MONTHS ENDED SIX MONTHS ENDED

JULY 5, 2026 JUNE 29, 2025 JULY 5, 2026 JUNE 29, 2025

Net sales $ 395,698 $ 375,522 $ 726,735 $ 672,935

3 unchanged sentences

Operating income 74,916 52,047 107,246 75,274

Interest expense 2,665 4,415

Interest expense, net 2,374 4,443 5,039 8,858

Other expense, net 1,717 3,411 2,491 5,114

7 unchanged sentences

See accompanying notes to consolidated condensed financial statements.

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INTERFACE, INC.

2 unchanged sentences

(in thousands)

THREE MONTHS ENDED

APRIL 5, 2026 MARCH 30, 2025

THREE MONTHS ENDED SIX MONTHS ENDED

JULY 5, 2026 JUNE 29, 2025 JULY 5, 2026 JUNE 29, 2025

Net income $ 51,407 $ 32,561 $ 75,018 $ 45,563

3 unchanged sentences

Other comprehensive (loss) income ( 1,665 ) 31,663 ( 8,621 ) 46,802

( 6,956 ) 15,139

Comprehensive income $ 49,742 $ 64,224 $ 66,397 $ 92,365

See accompanying notes to consolidated condensed financial statements.

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INTERFACE, INC.

2 unchanged sentences

(in thousands)

THREE MONTHS ENDED

APRIL 5, 2026 MARCH 30, 2025

SIX MONTHS ENDED

JULY 5, 2026 JUNE 29, 2025

OPERATING ACTIVITIES:

5 unchanged sentences

Amortization of acquired intangible assets — 2,606

Other 461 3,070

( 4,123 ) 1,111

Working capital changes:

10 unchanged sentences

Repayments of long-term debt ( 70,283 ) ( 253 )

( 27,076 ) ( 122 )

Repurchases of common stock ( 20,795 ) ( 4,286 )

3 unchanged sentences

Cash used in financing activities ( 17,848 ) ( 13,740 )

Net cash used in operating, investing and financing activities ( 9,171 ) ( 4,396 )

Net cash provided by operating, investing and financing activities 11,513 13,306

Effect of exchange rate changes on cash ( 1,308 ) 9,169

CASH AND CASH EQUIVALENTS:

Net decrease ( 10,092 ) ( 1,469 )

Net increase 10,205 22,475

Balance, beginning of period 71,323 99,226

1 unchanged sentence

See accompanying notes to consolidated condensed financial statements.

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INTERFACE, INC.

12 unchanged sentences

The December 28, 2025, consolidated condensed balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States (“GAAP”).

The three-month period ended April 5, 2026 includes 14 weeks, and the three-month period ended March 30, 2025 includes 13 weeks.

The six-month period ended July 5, 2026 includes 27 weeks, and the six-month period ended June 29, 2025 includes 26 weeks.

The three-month periods ended July 5, 2026 and June 29, 2025 both include 13 weeks.

Risks and Uncertainties

2 unchanged sentences

These uncertainties could result in a future material adverse effect to the amounts reported within the Company’s consolidated condensed financial statements if actual results differ from these estimates.

Accounting Policies

The Company’s accounting policies are set forth in its most recently filed Annual Report on Form 10-K.

There have been no material changes to the Company’s accounting policies during the first six months of 2026.

During the first quarter of 2026, the U.S.

Supreme Court ruled that tariffs previously paid under the International Emergency Economic Powers Act (“IEEPA”) were invalid.

The Company elected to apply the gain contingency model to account for potential tariff refunds previously paid under the IEEPA.

Under this model, a gain contingency is not recognized in the financial statements until the gain is realized or realizable.

During the second quarter of 2026, the Company recognized approximately $ 15.6 million in refunds for tariffs previously paid under the IEEPA, which were recognized as a reduction to cost of sales in the consolidated condensed statements of operations.

In connection with these tariff refunds, the Company also recorded approximately $ 0.5 million of interest income, presented as a reduction to interest expense, net in the consolidated condensed statements of operations.

In the consolidated condensed balance sheets, the Company recorded $ 7.6 million as an accounts receivable as a portion of these tariff-related amounts recognized was not collected during the second quarter of 2026 but was realizable pursuant to the gain contingency guidance as of July 5, 2026, with the remainder of the tariff-related amounts recorded as an increase in cash.

Any outstanding requests for IEEPA tariff refunds are not material.

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Recently Issued Accounting Pronouncements – Not Yet Adopted

14 unchanged sentences

The Company is currently evaluating the impact of this ASU to its consolidated financial statements.

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NOTE 2 – REVENUE RECOGNITION

The Company generates revenue from sales of modular carpet, resilient flooring, rubber flooring, and other flooring-related material, and from the installation of carpet and other flooring-related material.

A summary of these revenue streams, as a percentage of net sales, for the three months ended April 5, 2026 and March 30, 2025 is as follows:

Three Months Ended

April 5, 2026 March 30, 2025

Revenue from the sale of flooring material 98 % 98 %

Revenue from installation of flooring material 2 % 2 %

For both the three and six month periods ended July 5, 2026 and June 29, 2025 revenue from sales of flooring material was 98 % of total revenue.

The remaining 2 % of revenue was generated from the installation of flooring material for both the three and six month periods ended July 5, 2026 and June 29, 2025.

Disaggregation of Revenue

For the three months ended April 5, 2026 and March 30, 2025, revenue from the Company’s customers is broken down by geography as follows:

Three Months Ended

Geography April 5, 2026 March 30, 2025

For the three and six months ended July 5, 2026 and June 29, 2025, revenue from the Company’s customers is broken down by geography as a percentage of consolidated totals as follows:

Three Months Ended Six Months Ended

Geography July 5, 2026 June 29, 2025 July 5, 2026 June 29, 2025

Americas 63 % 64 % 61 % 62 %

3 unchanged sentences

See Note 10 entitled “Segment Information” for additional information.

For the three months ended April 5, 2026 and March 30, 2025, revenue by material market segment as a percentage of consolidated totals is as follows:

Three Months Ended

Market Segment April 5, 2026 March 30, 2025

For the three and six months ended July 5, 2026 and June 29, 2025, revenue by material market segment as a percentage of consolidated totals is as follows:

Three Months Ended Six Months Ended

Market Segment July 5, 2026 June 29, 2025 July 5, 2026 June 29, 2025

Corporate Office

42 % 42 % 44 % 44 %

25 % 25 % 21 % 22 %

11 % 10 % 11 % 10 %

22 % 23 % 24 % 24 %

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NOTE 3 – INVENTORIES

Inventories are summarized as follows:

April 5, 2026 December 28, 2025

July 5, 2026 December 28, 2025

(in thousands)

3 unchanged sentences

Inventories, net $ 291,598 $ 275,014

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NOTE 4 – EARNINGS PER SHARE

3 unchanged sentences

Unvested share-based awards of restricted stock are paid dividends equally with all other shares of common stock and are considered participating securities.

As a result, the Company includes all outstanding restricted stock awards in the calculation of basic and diluted EPS.

As of April 5, 2026, there were no unvested restricted stock awards.

As a result, the Company includes all outstanding restricted stock awards during the period in the calculation of basic and diluted EPS.

As of July 5, 2026, there were no unvested restricted stock awards.

Any unvested share-based awards considered non-participating securities (restricted share units and performance shares) are included in diluted EPS calculations when the inclusion of these shares would be dilutive.

The following table shows the computation of basic and diluted EPS:

Three Months Ended

April 5, 2026 March 30, 2025

Three Months Ended Six Months Ended

July 5, 2026 June 29, 2025 July 5, 2026 June 29, 2025

(in thousands, except per share data)

8 unchanged sentences

Diluted EPS $ 0.88 $ 0.55 $ 1.28 $ 0.77

(1) Includes income attributable to participating securities, which was not material for the three months ended March 30, 2025.

(1) Includes income attributable to participating securities, which was no t material for the three and six months ended June 29, 2025.

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NOTE 5 – LONG-TERM DEBT

Long-term debt consisted of the following:

April 5, 2026 December 28, 2025

July 5, 2026 December 28, 2025

Outstanding Principal Interest Rate (1)

3 unchanged sentences

Revolving loan borrowings

$ 33,123 4.96 % $ 6,158 6.07 %

Term loan borrowings 171,413 4.92 % 175,621 5.09 %

Total borrowings under Syndicated Credit Facility

204,536 4.92 % 181,779 5.12 %

Total debt 204,536 181,779

3 unchanged sentences

Total long-term debt, net $ 195,566 $ 172,801

(1) Represents the weighted average rate of interest for borrowings under the Syndicated Credit Facility, without the effect of unamortized debt issuance costs.

(1) Represents the weighted average rate of interest for borrowings under the Syndicated Credit Facility, without the effect of debt issuance costs.

(2) The Syndicated Credit Facility also includes a multicurrency revolving loan facility up to $ 250 million.

4 unchanged sentences

The Facility matures December 3, 2030.

At April 5, 2026, the Company had available borrowing capacity of $ 226.3 million under the revolving loan facility.

At July 5, 2026, the Company had available borrowing capacity of $ 216.3 million under the revolving loan facility.

Interest on base rate loans is charged at varying rates computed by applying a margin depending on the Company’s consolidated net leverage ratio as of the most recently completed fiscal quarter.

5 unchanged sentences

The Company is in compliance with all covenants under the Facility and anticipates that it will remain in compliance with the covenants for the foreseeable future.

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NOTE 6 – SHAREHOLDERS’ EQUITY

The following tables depict the activity in the accounts which make up shareholders’ equity for the three months ended April 5, 2026 and March 30, 2025:

The following tables depict the activity in the accounts which make up shareholders’ equity for the three and six months ended July 5, 2026 and June 29, 2025:

SHARES COMMON STOCK ADDITIONAL PAID-IN CAPITAL RETAINED

EARNINGS PENSION LIABILITY FOREIGN CURRENCY TRANSLATION ADJUSTMENT TOTAL

EARNINGS FOREIGN CURRENCY TRANSLATION ADJUSTMENT PENSION LIABILITY TOTAL

(in thousands, except per share data)

6 unchanged sentences

Share repurchases ( 461 ) ( 46 ) ( 11,954 ) — — — ( 12,000 )

( 461 ) ( 46 ) ( 11,954 ) ( 12,000 )

Pension liability adjustment — — — — 1,388 — 1,388

Foreign currency translation adjustment — — — — ( 8,344 ) — ( 8,344 )

Pension liability adjustment — — — — — 1,388 1,388

Balance, at April 5, 2026 58,055 $ 5,805 $ 228,032 $ 539,709 $ ( 101,035 ) $ ( 37,926 ) $ 634,585

Net income — — — 51,407 — — 51,407

Issuances of stock related to restricted share units and performance shares 58 5 ( 5 ) — — — —

Cash dividends declared, $ 0.03 per common share

— — — ( 1,739 ) — — ( 1,739 )

Compensation expense related to share-based plans, net of forfeitures and shares received for tax withholdings ( 3 ) — 4,572 — — — 4,572

Share repurchases

( 310 ) ( 30 ) ( 8,765 ) — — — ( 8,795 )

Foreign currency translation adjustment — — — — ( 1,505 ) — ( 1,505 )

Pension liability adjustment — — — — — ( 160 ) ( 160 )

Balance, at July 5, 2026 57,800 $ 5,780 $ 223,834 $ 589,377 $ ( 102,540 ) $ ( 38,086 ) $ 678,365

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SHARES COMMON STOCK ADDITIONAL PAID-IN CAPITAL RETAINED

EARNINGS PENSION LIABILITY FOREIGN CURRENCY TRANSLATION ADJUSTMENT TOTAL

EARNINGS FOREIGN CURRENCY TRANSLATION ADJUSTMENT PENSION LIABILITY TOTAL

(in thousands, except per share data)

Balance, at December 29, 2024 58,304 $ 5,830 $ 261,028 $ 405,441 $ ( 143,317 ) $ ( 39,834 ) $ 489,148

Net income — — — 13,002 — — 13,002

— — — 13,002 — — 13,002

Issuances of stock related to restricted share units and performance shares 658 66 ( 66 ) — — — —

2 unchanged sentences

Compensation expense related to share-based plans, net of forfeitures and shares received for tax withholdings ( 352 ) ( 35 ) ( 3,546 ) — — — ( 3,581 )

Pension liability adjustment — — — — ( 695 ) — ( 695 )

Foreign currency translation adjustment — — — — 15,834 — 15,834

Pension liability adjustment — — — — — ( 695 ) ( 695 )

Balance, at March 30, 2025 58,610 $ 5,861 $ 257,416 $ 417,802 $ ( 127,483 ) $ ( 40,529 ) $ 513,067

Repurchase of Common Stock

Net income — — — 32,561 — — 32,561

Issuances of stock related to restricted share units and performance shares 1 — — — — — —

Cash dividends declared, $ 0.01 per common share

— — — ( 586 ) — — ( 586 )

Compensation expense related to share-based plans, net of forfeitures and shares received for tax withholdings — — 2,765 — — — 2,765

Share repurchases ( 218 ) ( 22 ) ( 4,423 ) — — — ( 4,445 )

Foreign currency translation adjustment — — — — 33,445 — 33,445

Pension liability adjustment — — — — — ( 1,782 ) ( 1,782 )

Balance, at June 29, 2025 58,393 $ 5,839 $ 255,758 $ 449,777 $ ( 94,038 ) $ ( 42,311 ) $ 575,025

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Repurchases of Common Stock

In May 2022, the Company adopted a share repurchase program in which the Company is authorized to repurchase up to $ 100 million of its outstanding shares of common stock.

The program has no specific expiration date.

During the three months ended April 5, 2026, the Company repurchased and retired 460,882 shares of common stock at a weighted average price of $ 26.04 per share pursuant to this program.

During the six months ended July 5, 2026, the Company repurchased 771,125 shares of common stock at a weighted average price of $ 26.90 per share pursuant to this program.

Stock Incentive Plan

1 unchanged sentence

Restricted Share Unit Awards

Compensation expense related to the restricted share units was $ 2.1 million and $ 1.8 million for the three months ended April 5, 2026 and March 30, 2025, respectively.

Compensation expense related to the restricted share units was $ 3.8 million and $ 3.1 million for the six months ended July 5, 2026 and June 29, 2025, respectively.

The Company has reduced its expense for any restricted share units forfeited during the period.

The following table summarizes restricted share units outstanding as of April 5, 2026, as well as activity during the three months then ended:

The following table summarizes restricted share units outstanding as of July 5, 2026, as well as activity during the six months then ended:

Restricted Share Units Weighted Average

3 unchanged sentences

Forfeited or canceled ( 11,500 ) 20.54

Outstanding at April 5, 2026 573,300 $ 23.79

As of April 5, 2026, the unrecognized total compensation cost related to unvested restricted share units was $ 11.4 million.

That cost is expected to be recognized by the first quarter of 2029.

Outstanding at July 5, 2026 554,400 $ 24.48

As of July 5, 2026, the unrecognized total compensation cost related to unvested restricted share units was $ 10.8 million.

That cost is expected to be recognized by the second quarter of 2029.

Performance Share Awards

The following table summarizes the performance shares outstanding as of April 5, 2026, as well as the activity during the three months then ended:

Performance Shares Weighted Average Grant Date Fair Value

The following table summarizes the performance shares outstanding as of July 5, 2026, as well as the activity during the six months then ended:

Performance Shares Weighted Average

Outstanding at December 28, 2025 1,070,300 $ 14.04

2 unchanged sentences

Forfeited or canceled ( 14,900 ) 19.34

Outstanding at April 5, 2026 817,400 $ 20.10

Compensation expense related to the performance shares was $ 2.9 million and $ 2.0 million for the three months ended April 5, 2026 and March 30, 2025, respectively.

Outstanding at July 5, 2026 819,100 $ 20.11

Compensation expense related to the performance shares was $ 5.8 million and $ 3.4 million for the six months ended July 5, 2026 and June 29, 2025, respectively.

The Company has reduced its expense for any performance shares forfeited during the period.

Unrecognized compensation expense related to these performance shares was approximately $ 13.1 million as of April 5, 2026.

Unrecognized compensation expense related to these performance shares was approximately $ 12.7 million as of July 5, 2026.

The amount and timing of future compensation expense will depend on the performance of the Company.

The compensation expense related to these outstanding performance shares is expected to be recognized by the first quarter of 2029.

The tax benefit recognized with respect to restricted share units and performance shares was approximately $ 1.3 million for the six months ended July 5, 2026 .

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NOTE 7 – LEASES

The table below represents a summary of the balances recorded in the consolidated condensed balance sheets related to the Company’s leases as of April 5, 2026 and December 28, 2025:

April 5, 2026 December 28, 2025

The table below represents a summary of the balances recorded in the consolidated condensed balance sheets related to the Company’s leases as of July 5, 2026 and December 28, 2025:

July 5, 2026 December 28, 2025

Balance Sheet Location Operating Leases Finance Leases Operating Leases Finance Leases

8 unchanged sentences

Total finance lease liabilities $ 11,450 $ 9,972

As of April 5, 2026, there were no significant leases that had not commenced.

Three Months Ended

April 5, 2026 March 30, 2025

As of July 5, 2026, there were no significant leases that had not commenced.

Three Months Ended Six Months Ended

July 5, 2026 June 29, 2025 July 5, 2026 June 29, 2025

(in thousands)

6 unchanged sentences

Total lease cost $ 6,945 $ 6,975 $ 14,492 $ 13,897

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Other Supplemental Information

Three Months Ended

April 5, 2026 March 30, 2025

Three Months Ended Six Months Ended

July 5, 2026 June 29, 2025 July 5, 2026 June 29, 2025

(in thousands)

6 unchanged sentences

Lease Term and Discount Rate

The table below presents the weighted average remaining lease terms and discount rates for finance and operating leases as of April 5, 2026 and December 28, 2025:

April 5, 2026 December 28, 2025

The table below presents the weighted average remaining lease terms and discount rates for finance and operating leases as of July 5, 2026 and December 28, 2025:

July 5, 2026 December 28, 2025

Weighted-average remaining lease term – finance leases (in years) 4.03 4.07

6 unchanged sentences

(in thousands)

2026 (excluding the three months ended April 5, 2026)

2026 (excluding the six months ended July 5, 2026)

$ 9,423 $ 2,091

7 unchanged sentences

Total lease liabilities $ 74,595 $ 11,450

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NOTE 8 – EMPLOYEE BENEFIT PLANS

The Company has defined benefit and multi-employer pension plans, which are described more fully in Note 18 to the consolidated financial statements included in Item 8 of the Annual Report on Form 10-K for the fiscal year ended December 28, 2025 .

During the three-month periods ended April 5, 2026 and March 30, 2025, the Company recorded multi-employer pension expense related to multi-employer contributions of $ 0.8 million and $ 0.7 million, respectively.

The following tables provide the components of net periodic benefit cost for the three months ended April 5, 2026 and March 30, 2025:

Three Months Ended

During the three and six months ended July 5, 2026, the Company recorded multi-employer pension expense related to multi-employer contributions of $ 0.8 million and $ 1.6 million, respectively.

During the three and six months ended June 29, 2025, the Company recorded multi-employer pension expense related to multi-employer contributions of $ 0.6 million and $ 1.3 million, respectively.

The following tables provide the components of net periodic benefit cost for the three and six months ended July 5, 2026 and June 29, 2025:

Three Months Ended Six Months Ended

Defined Benefit Retirement Plans (Europe)

April 5, 2026 March 30, 2025

July 5, 2026 June 29, 2025 July 5, 2026 June 29, 2025

(in thousands)

4 unchanged sentences

Net periodic benefit cost $ 535 $ 313 $ 1,071 $ 607

Three Months Ended

Salary Continuation Plan April 5, 2026 March 30, 2025

Three Months Ended Six Months Ended

Salary Continuation Plan July 5, 2026 June 29, 2025 July 5, 2026 June 29, 2025

(in thousands)

2 unchanged sentences

Net periodic benefit cost $ 320 $ 322 $ 639 $ 644

Three Months Ended

Three Months Ended Six Months Ended

nora Defined Benefit Plan

April 5, 2026 March 30, 2025

July 5, 2026 June 29, 2025 July 5, 2026 June 29, 2025

(in thousands)

4 unchanged sentences

The service cost component of net periodic benefit costs is presented within operating income in the consolidated condensed statements of operations, while all other components of net periodic benefit costs are presented within other expense, net, in the consolidated condensed statements of operations.

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NOTE 9 – GOODWILL AND OTHER INTANGIBLE ASSETS

The ending balance and the change in the carrying amount of good will fo r the three months ended April 5, 2026 is as follows:

The ending balance and the change in the carrying amount of goodwill for the six months ended July 5, 2026 is as follows:

(in thousands)

1 unchanged sentence

Foreign currency translation (2)

Balance, at April 5, 2026 $ 109,826

Balance, at July 5, 2026 $ 109,080

(1) The goodwill balance is allocated entirely to the AMS reportable segment.

(2) A portion of the goodwill balance is comprised of goodwill denominated in foreign currency attributable to the nora acquisition.

The net carrying value of intangible assets other than goodwill was $ 49.8 million and $ 50.9 million at April 5, 2026 and December 28, 2025, respectively.

The net carrying value of intangible assets other than goodwill was $ 49.4 million and $ 50.9 million at July 5, 2026 and December 28, 2025, respectively.

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NOTE 10 – SEGMENT INFORMATION

3 unchanged sentences

The AMS operating segment includes the United States, Canada and Latin America geographic areas.

Pursuant to the management approach discussed above, the Company’s CODM, our chief executive officer, evaluates performance at the AMS and EAAA operating segment levels and makes operating and resource allocation decisions based on adjusted segment operating income (“AOI”).

The CODM uses AOI to evaluate segment operating results compared to expectations.

2 unchanged sentences

nora purchase accounting amortization and restructuring, asset impairment, severance, and other, net.

Intersegment revenues for both the three months ended April 5, 2026 and March 30, 2025, were $ 28.0 million, respectively.

Intersegment revenues for the three and six months ended July 5, 2026, were $ 35.1 million and $ 63.1 million, respectively, and intersegment revenues for the three and six months ended June 29, 2025, were $ 35.8 million and $ 63.8 million, respectively.

Intersegment revenues are eliminated from net sales presented below since these amounts are not included in the information provided to the CODM.

1 unchanged sentence

The following table outlines information by reportable segment including net sales, significant segment expenses, and AOI.

The table also includes a reconciliation to income before taxes for the three months ended April 5, 2026 and March 30, 2025.

The table also includes a reconciliation to income before taxes for the three and six months ended July 5, 2026 and June 29, 2025.

Three Months Ended

April 5, 2026 March 30, 2025

July 5, 2026 June 29, 2025

AMS EAAA TOTAL AMS EAAA TOTAL

10 unchanged sentences

Purchase accounting amortization

Interest expense 2,665 4,415

Interest expense, net 2,374 4,443

Other expense, net 1,717 3,411

3 unchanged sentences

Intersegment expenses are excluded.

(2) Adjusted cost of sales excludes purchase accounting amortization.

(2) Adjusted cost of sales excludes purchase accounting amortization for 2025.

(3) Adjusted selling, general, and administrative expenses exclude restructuring, asset impairment, severance, and other, net.

Segment depreciation and amortization for the three months ended April 5, 2026 and March 30, 2025 is presented as follows:

Three Months Ended

April 5, 2026 March 30, 2025

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Six Months Ended

July 5, 2026 June 29, 2025

AMS EAAA TOTAL AMS EAAA TOTAL

(in thousands)

Net sales $ 443,337 $ 283,398 $ 726,735 $ 419,380 $ 253,555 $ 672,935

significant segment expenses (1)

Adjusted cost of sales (2)

243,086 178,843 243,568 167,821

Adjusted selling, general, & administrative expenses (3)

115,369 81,764 107,104 73,079

Segment AOI 84,882 22,791 107,673 68,708 12,655 81,363

Reconciliation of AOI to income before taxes

Restructuring, severance, asset impairment and other, net 427 3,483

Purchase accounting amortization

Interest expense, net 5,039 8,858

Other expense, net 2,491 5,114

Income before taxes $ 99,716 $ 61,302

(1) Significant segment expense categories and amounts align with segment level information that is regularly provided to the CODM, included in the measure of segment profit, and considered to be significant.

Amounts include allocation of corporate overhead and global support costs.

Intersegment expenses are excluded.

(2) Adjusted cost of sales excludes purchase accounting amortization for 2025.

(3) Adjusted selling, general, and administrative expenses exclude restructuring, asset impairment, severance, and other, net.

Segment depreciation and amortization for the three and six months ended July 5, 2026 and June 29, 2025 is presented as follows:

Three Months Ended Six Months Ended

July 5, 2026 June 29, 2025 July 5, 2026 June 29, 2025

(in thousands) (in thousands)

Depreciation and amortization

2 unchanged sentences

Total depreciation and amortization $ 9,920 $ 9,829 $ 19,796 $ 19,230

A reconciliation of the Company’s total operating segment assets to the corresponding consolidated amounts follows:

April 5, 2026 December 28, 2025

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A reconciliation of the Company’s total operating segment assets to the corresponding consolidated amounts is presented as follows:

July 5, 2026 December 28, 2025

(in thousands)

5 unchanged sentences

Total reported assets $ 1,270,240 $ 1,206,522

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NOTE 11 – SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information for the three months ended April 5, 2026 and March 30, 2025 is presented in the following table:

Three Months Ended

April 5, 2026 March 30, 2025

Supplemental cash flow information for the six months ended July 5, 2026 and June 29, 2025 is presented in the following table:

Six Months Ended

July 5, 2026 June 29, 2025

(in thousands)

1 unchanged sentence

See Note 7 entitled “Leases” for additional supplemental disclosures related to finance and operating leases.

Non-Cash Financing Activities

On February 24, 2026, the Company declared cash dividends on its common stock of $ 1.7 million, which were paid during the second quarter of 2026 to shareholders of record as of March 27, 2026.

At April 5, 2026, the dividends were recorded within accrued expenses in the consolidated condensed balance sheet.

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NOTE 12 – INCOME TAXES

The Company determines its provision for income taxes for interim periods using an estimate of its annual effective tax rate (“AETR”) and records any changes affecting the estimated AETR in the interim period in which the change occurs, including discrete tax items.

During the three months ended April 5, 2026, the Company recorded a total income tax provision of $ 5.3 million on pre-tax income of $ 28.9 million resulting in an effective tax rate of 18.3 %, as compared to a total income tax provision of $ 4.1 million on pre-tax income of $ 17.1 million resulting in an effective tax rate of 24.0 % during the three months ended March 30, 2025.

The decrease in the effective tax rate for the three months ended April 5, 2026, as compared to the three months ended March 30, 2025, was primarily due to higher excess tax benefits related to share-based compensation.

During the six months ended July 5, 2026, the Company recorded a total income tax provision of $ 24.7 million on pre-tax income of $ 99.7 million resulting in an effective tax rate of 24.8 %, as compared to a total income tax provision of $ 15.7 million on pre-tax income of $ 61.3 million resulting in an effective tax rate of 25.6 % during the six months ended June 29, 2025.

The decrease in the effective tax rate for the six months ended July 5, 2026 as compared to the six months ended June 29, 2025, was primarily due to higher excess tax benefits related to share-based compensation.

On December 20, 2021, the Organization for Economic Co-operation and Development (“OECD”) published Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large corporations at a minimum rate of 15 %.

1 unchanged sentence

Many non-U.S.

tax jurisdictions have either recently enacted legislation to adopt certain components of the Pillar Two Model Rules beginning in 2024 (including the European Union Member States) with the adoption of additional components in later years or announced their plans to enact legislation in future years.

tax jurisdictions have enacted legislation to adopt the Pillar Two Model Rules beginning in 2024 (including the European Union Member States) or announced plans to enact legislation in future years.

For fiscal year 2026, we expect to meet the Transitional Country-by-Country (CbCR) Safe Harbor rules for most if not all jurisdictions and do not expect these provisions to have a material impact on the Company’s financial statements.

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parent groups from two of the three top-up taxes, and extends the CbCR Safe Harbor through fiscal year 2027.

In certain jurisdictions, local legislative action is needed to effectuate the SbS agreement and cannot be considered in our accounting estimate until enactment.

In the first three months of 2026, the Company increased its liability for unrecognized tax benefits by $ 0.2 million.

As of April 5, 2026, the Company had accrued approximately $ 5.1 million for unrecognized tax benefits.

In certain jurisdictions, local legislative action is needed to effectuate the SbS agreement and will be considered in our accounting estimate upon enactment.

As of July 5, 2026, the Company had accrued approximately $ 5.1 million for unrecognized tax benefits.

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NOTE 13 – ITEMS RECLASSIFIED FROM ACCUMULATED OTHER COMPREHENSIVE LOSS

Amounts reclassified out of accumulated other comprehensive loss (“AOCL”), before tax, to the consolidated condensed statements of operations during the three months ended April 5, 2026 and March 30, 2025 are reflected in the table below:

Amounts reclassified out of accumulated other comprehensive loss (“AOCL”), before tax, to the consolidated condensed statements of operations during the three and six months ended July 5, 2026 and June 29, 2025 are reflected in the tables below:

Three Months Ended

Statement of Operations Location April 5, 2026 March 30, 2025

Statement of Operations Location July 5, 2026 June 29, 2025

(in thousands)

Amortization of benefit plan net actuarial losses and prior service cost Other expense, net $ ( 332 ) $ ( 403 )

$ ( 330 ) $ ( 384 )

Total loss reclassified from AOCL $ ( 332 ) $ ( 403 )

Six Months Ended

Statement of Operations Location July 5, 2026 June 29, 2025

(in thousands)

Amortization of benefit plan net actuarial losses and prior service cost Other expense, net $ ( 662 ) $ ( 787 )

Total loss reclassified from AOCL $ ( 662 ) $ ( 787 )

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NOTE 14 – COMMITMENTS AND CONTINGENCIES

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There have been no material changes since December 28, 2025.

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NOTE 15 – FAIR VALUE OF FINANCIAL INSTRUMENTS

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The following table presents the carrying values and estimated fair values, including the level within the fair value hierarchy, of certain financial instruments:

April 5, 2026 December 28, 2025

July 5, 2026 December 28, 2025

Carrying Value Fair Value (Level 1) Fair Value (Level 2) Carrying Value Fair Value (Level 1) Fair Value (Level 2)

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The fair value of the insurance contracts is based on observable inputs related to the performance measurement funds that shadow the deferral investment allocations made by participants in the nonqualified savings plans.

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

What changed 10-Q

Item 1. Financial Statements