What changed in this filing

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Item 1. Financial Statements

2025-11-04 compared with 2025-08-07 · 125 added, 69 removed, 569 unchanged (25% of the section changed)

3 unchanged sentences

(In millions, except shares and per share data) Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

21 unchanged sentences

(In millions) Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

1 unchanged sentence

Other comprehensive income (loss):

Foreign currency translation adjustments (net of related tax benefit (expense) of $ 1.7 , $ 0.1 , $ 1.9 and $( 0.1 ), respectively)

Foreign currency translation adjustments (net of related tax benefit of $ 0.0 , $ 0.5 , $ 1.9 and $ 0.4 , respectively)

( 0.7 ) 12.9 38.6 ( 2.4 )

Pension and postretirement medical benefits (net of related tax expense of $ 0 , $ 0 , $ 0 and $ 0 , respectively)

Derivative financial instruments (net of related tax benefit of $ 0.1 , $ 0.1 , $ 0.1 and $ 0.4 , respectively)

— ( 0.2 ) — ( 0.2 )

Total other comprehensive income (loss), net of tax 23.8 ( 6.8 ) 39.1 ( 14.0 )

Derivative financial instruments (net of related tax (expense) benefit of $( 0.1 ), $ 0.5 , $ 0.0 and $ 0.1 , respectively)

0.2 ( 1.7 ) — ( 0.4 )

Total other comprehensive (loss) income, net of tax ( 0.5 ) 11.0 38.6 ( 3.0 )

Total comprehensive income including noncontrolling interest 14.4 31.8 86.8 74.1

4 unchanged sentences

CONSOLIDATED BALANCE SHEETS

(In millions, except shares and per share data) June 30,

(In millions, except shares and per share data) September 30,

2025 December 31,

37 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions) Six Months Ended

(In millions) Nine Months Ended

September 30,

OPERATING ACTIVITIES

16 unchanged sentences

Purchases of property, plant and equipment ( 17.2 ) ( 11.5 )

Proceeds from sale of property, plant and equipment 1.5 —

Purchase of investment — ( 32.1 )

6 unchanged sentences

Repayments of borrowings ( 0.8 ) ( 32.5 )

Payment of debt financing costs — ( 2.2 )

(Repurchases) proceeds from exercise of stock options, net of employee tax withholdings obligations of $ 3.0 and $ 3.8 , respectively

7 unchanged sentences

SUPPLEMENTAL CASH FLOW INFORMATION

Six Months Ended

Nine Months Ended

September 30,

(In millions) 2025 2024

43 unchanged sentences

Balance, June 30, 2025 18,532,326 $ 7.0 $ 46.5 $ 632.0 $ ( 33.6 ) $ 651.9 $ 1.8 $ 653.7

Net income — — — 14.9 — 14.9 — 14.9

Other comprehensive loss — — — — ( 0.5 ) ( 0.5 ) — ( 0.5 )

Issue stock for directors, employee benefit and stock plans, net of related tax withholdings of 1,263 shares

2,837 — (0.1) — — (0.1) — ( 0.1 )

Share-based compensation — — 2.8 — — 2.8 — 2.8

Repurchases of common stock ( 275,531 ) (0.1) (22.6) — — (22.7) — ( 22.7 )

Dividends paid $0.295 per common share

— — — (5.4) — (5.4) — ( 5.4 )

Other — — — — — — — —

Balance, September 30, 2025 18,259,632 $ 6.9 $ 26.6 $ 641.5 $ ( 34.1 ) $ 640.9 $ 1.8 $ 642.7

Tennant Company Shareholders

9 unchanged sentences

Net income — — — 28.4 — 28.4 — 28.4

Other comprehensive income — — — ( 7.2 ) ( 7.2 ) — ( 7.2 )

Other comprehensive loss — — — — ( 7.2 ) ( 7.2 ) — ( 7.2 )

Issue stock for directors, employee benefit and stock plans, net of related tax withholdings of 27,808 shares

6 unchanged sentences

Net income — — — 27.9 — 27.9 — 27.9

Other comprehensive income — — — ( 6.8 ) ( 6.8 ) — ( 6.8 )

Other comprehensive loss — — — — ( 6.8 ) ( 6.8 ) — ( 6.8 )

Issue stock for directors, employee benefit and stock plans, net of related tax withholdings and repurchases of 5,132 shares

5 unchanged sentences

Balance, June 30, 2024 18,950,661 $ 7.1 $ 80.7 $ 593.1 $ ( 56.3 ) $ 624.6 $ 1.3 $ 625.9

Net income — — — 20.8 — 20.8 — 20.8

Other comprehensive income — — — — 11.0 11.0 — 11.0

Issue stock for directors, employee benefit and stock plans, net of related tax withholdings and repurchases of 1,026 shares

2,246 — — — — — — —

Share-based compensation — — 4.1 — — 4.1 — 4.1

Repurchases of common stock ( 80,115 ) — ( 8.0 ) — — ( 8.0 ) — ( 8.0 )

Dividends paid $ 0.280 per common share

— — — ( 5.3 ) — ( 5.3 ) — ( 5.3 )

Balance, September 30, 2024 18,872,792 $ 7.1 $ 76.8 $ 608.6 $ ( 45.3 ) $ 647.2 $ 1.3 $ 648.5

See accompanying notes to consolidated financial statements.

26 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

15 unchanged sentences

The change in our sales incentive accrual balance was as follows:

Six Months Ended

Nine Months Ended

September 30,

Beginning balance $ 15.6 $ 21.2

8 unchanged sentences

The change in the deferred revenue balance was as follows:

Six Months Ended

Nine Months Ended

September 30,

Beginning balance $ 20.6 $ 10.3

3 unchanged sentences

Ending balance $ 27.5 $ 16.3

As of June 30, 2025, $ 12.0 million and $ 13.4 million of deferred revenue was reported in other current liabilities and other liabilities, respectively, on our consolidated balance sheets.

As of September 30, 2025, $ 13.6 million and $ 13.9 million of deferred revenue was reported in other current liabilities and other liabilities, respectively, on our consolidated balance sheets.

Of these amounts, we expect to recognize the following approximate amounts in net sales in the following periods:

4 unchanged sentences

Restructuring Actions

During the three and six months ended June 30, 2025, we incurred restructuring expenses as part of our ongoing global reorganization efforts.

During the three and nine months ended September 30, 2025, we incurred restructuring expenses as part of our ongoing global reorganization efforts.

The following pre-tax restructuring charges were included in selling and administrative expense in the consolidated statements of income.

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

4 unchanged sentences

A reconciliation of the beginning and ending liability balances for severance-related costs is as follows:

Six Months Ended

Nine Months Ended

September 30,

Beginning balance $ 8.6 $ 2.4

4 unchanged sentences

Ending balance $ 5.7 $ 1.6

On September 1, 2025, we acquired 100 % of Reinigungstechnik 4 You GmbH ("R4Y"), as we continue to expand our footprint in the EMEA region.

The total purchase price was $ 3.6 million.

The financial results for R4Y

have been included in our consolidated financial statements since the acquisition date.

The acquisition was not material to our consolidated financial statements.

On February 29, 2024, we acquired 100 % of M&F Management and Financing GmbH ("M&F"), the parent company of TCS EMEA GmbH ("TCS"), as we seek to accelerate growth in the EMEA region.

1 unchanged sentence

Based in Austria, TCS was Tennant Company's largest Central and Eastern Europe distributor.

The acquisition gives Tennant a knowledgeable and experienced sales force and an established direct channel into countries

including Romania, Hungary, Czech Republic, and Slovakia, along with an expanded network in Austria, Switzerland, Poland, and other nations in the region, as well as the Middle East and Africa.

The acquisition gives Tennant a knowledgeable and experienced sales force and an established direct channel into countries including Romania, Hungary, Czech Republic, and Slovakia, along with an expanded network in Austria, Switzerland, Poland, and other nations in the region, as well as the Middle East and Africa.

The pro forma impact of this acquisition is immaterial to our operations.

1 unchanged sentence

Inventories are valued at the lower of cost or net realizable value and consisted of the following:

September 30,

2025 December 31,

15 unchanged sentences

Goodwill and Intangible Assets

The changes in the carrying amount of goodwill for the six months ended June 30, 2025 were as follows:

The changes in the carrying amount of goodwill for the nine months ended September 30, 2025 were as follows:

Goodwill Accumulated

1 unchanged sentence

$ 218.1 $ ( 32.5 ) $ 185.6

Additions 1.4 — 1.4

Foreign currency fluctuations 24.1 ( 2.8 ) 21.3

Balance as of June 30, 2025

Balance as of September 30, 2025

$ 243.6 $ ( 35.3 ) $ 208.3

1 unchanged sentence

Customer Lists Trade Names Technology Total

Balance as of June 30, 2025

Balance as of September 30, 2025

Original cost $ 174.4 $ 31.0 $ 16.5 $ 221.9

7 unchanged sentences

Weighted average original life (in years) 15 11 11

Amortization expense on intangible assets for the three and six months ended June 30, 2025 was $ 3.4 million and $ 6.8 million, respectively.

Amortization expense on intangible assets for the three and six months ended June 30, 2024 was $ 3.9 million and $ 7.8 million, respectively.

Amortization expense on intangible assets for the three and nine months ended September 30, 2025 was $ 3.4 million and $ 10.2 million, respectively.

Amortization expense on intangible assets for the three and nine months ended September 30, 2024 was $ 3.6 million and $ 11.4 million, respectively.

Estimated aggregate amortization expense based on the current carrying value of amortizable intangible assets for each of the five succeeding years and thereafter is as follows:

24 unchanged sentences

• a covenant restricting us from paying dividends or repurchasing stock if, after giving effect to such payments and assuming no default exists or would result from such payment, our leverage ratio is greater than 2.50 to 1, in such case limiting such payments to the greater of 10% of consolidated total assets and $ 100.0 million during any fiscal year.

We were in compliance with the above financial covenants as of June 30, 2025.

We were in compliance with the above financial covenants as of September 30, 2025.

Debt Outstanding

Debt outstanding consisted of the following:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Credit facility borrowings:

6 unchanged sentences

Long-term debt $ 238.3 $ 198.2

(a) As of June 30, 2025, the Company was required to repay $ 0.4 million of finance lease liabilities, and no amounts in outstanding credit facility borrowings, over the next 12 months.

As of June 30, 2025, we had outstanding borrowings of $ 212.5 million under our revolving credit facility.

(a) As of September 30, 2025, the Company was required to repay $ 0.4 million of finance lease liabilities, and no amounts in outstanding credit facility borrowings, over the next 12 months.

As of September 30, 2025, we had outstanding borrowings of $ 237.5 million under our revolving credit facility.

We had letters of credit and bank guarantees outstanding in the amount of $ 3.2 million, leaving approximately $ 409.3 million of unused borrowing capacity on our revolving facility.

Commitment fees on unused lines of credit for the six months ended June 30, 2025 were $ 0.3 million.

Commitment fees on unused lines of credit for the nine months ended September 30, 2025 were $ 0.5 million.

The overall weighted average cost of debt was approximately 5.7 % and net of related cross-currency swap instruments and fixed rate interest rate swap instruments was approximately 4.5 %.

5 unchanged sentences

The changes in warranty reserves were as follows:

Six Months Ended

Nine Months Ended

September 30,

Beginning balance $ 10.5 $ 11.1

12 unchanged sentences

These contracts do not subject us to material balance sheet risk due to exchange rate movements because gains and losses on these derivatives are intended to offset gains and losses on the assets and liabilities being hedged.

At June 30, 2025 and December 31, 2024, the notional amounts of foreign currency forward contracts outstanding not designated as hedging instruments were $ 89.2 million and $ 70.2 million, respectively.

At September 30, 2025 and December 31, 2024, the notional amounts of foreign currency forward contracts outstanding not designated as hedging instruments were $ 90.7 million and $ 70.2 million, respectively.

Cash Flow Hedges

10 unchanged sentences

These cross-currency swaps are designated as fair value hedges.

As of June 30, 2025 and December 31, 2024, these cross-currency swaps included € 75.0 million of total notional value.

As of June 30, 2025, the aggregated scheduled interest payments over the course of the loan and related swaps amounted to € 4.1 million.

As of September 30, 2025 and December 31, 2024, these cross-currency swaps included € 75.0 million of total notional value.

As of September 30, 2025, the aggregated scheduled interest payments over the course of the loan and related swaps amounted to € 3.6 million.

The scheduled maturity and principal payment of the loan of € 75.0 million is due in April 2027.

5 unchanged sentences

These cross-currency swaps are designated as net investment hedges.

As of June 30, 2025 and December 31, 2024, the cross-currency swaps included € 75.0 million of total notional value.

As of September 30, 2025 and December 31, 2024, the cross-currency swaps included € 75.0 million of total notional value.

These swaps are scheduled to mature in April 2027.

1 unchanged sentence

Derivative Assets Derivative Liabilities

Balance Sheet Location June 30, 2025 December 31, 2024 Balance Sheet Location June 30, 2025 December 31, 2024

Balance Sheet Location September 30, 2025 December 31, 2024 Balance Sheet Location September 30, 2025 December 31, 2024

Derivatives designated as cash flow hedges:

13 unchanged sentences

Amounts included in our consolidated balance sheets are recorded net where a right of offset exists with the same derivative counterparty.

As of June 30, 2025, we anticipate reclassifying $ 2.2 million of gains from accumulated other comprehensive loss to net income during the next 12 months.

As of September 30, 2025, we anticipate reclassifying $ 2.2 million of gains from accumulated other comprehensive loss to net income during the next 12 months.

The following table includes the amounts in the consolidated statements of income in which the effects of derivatives designated as hedging instruments are recorded:

Three Months Ended

Total Gain (Loss) on Hedging Total Gain on Hedging

September 30,

Total Gain on Hedging Total Gain (Loss) on Hedging

Derivatives designated as cash flow hedges:

Interest expense, net $ ( 2.4 ) $ 0.1 $ ( 2.7 ) $ 0.3

Net foreign currency transaction (loss) gain ( 0.8 ) — 0.7 —

Net foreign currency transaction loss — — ( 0.4 ) —

Derivatives designated as fair value hedges:

Interest expense, net ( 2.4 ) 0.3 ( 2.7 ) 0.2

Net foreign currency transaction (loss) gain ( 0.8 ) ( 5.6 ) 0.7 0.5

Net foreign currency transaction gain (loss) — 0.4 ( 0.4 ) ( 2.5 )

Derivatives designated as net investment hedges:

Interest expense, net $ ( 2.4 ) $ 0.2 $ ( 2.7 ) $ 0.2

Six Months Ended June 30,

Total Gain (Loss) on Hedging Total Gain on Hedging

Nine Months Ended September 30,

Total Gain (Loss) on Hedging Total Gain (Loss) on Hedging

Derivatives designated as cash flow hedges:

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

4 unchanged sentences

Derivatives designated as fair value hedges:

Net (loss) gain recognized in other comprehensive income (loss), net of tax (a)

Net gain recognized in other comprehensive income (loss), net of tax (a)

3.1 0.6 1.2 0.9

Net (loss) gain reclassified from accumulated other comprehensive income (loss) into income, net of tax, effective portion to interest expense, net ( 2.5 ) 0.2 ( 2.2 ) 0.5

Net gain reclassified from accumulated other comprehensive income (loss) into income, net of tax, effective portion to interest expense, net 2.9 0.3 0.7 0.8

Derivatives designated as net investment hedges:

1 unchanged sentence

( 2.1 ) ( 1.8 ) ( 6.3 ) 0.2

Net gain reclassified from accumulated other comprehensive (loss) income into income, net of tax, ineffective portion to interest expense, net 3.0 0.3 3.2 0.5

Net (loss) gain reclassified from accumulated other comprehensive (loss) income into income, net of tax, ineffective portion to interest expense, net ( 2.5 ) 0.2 0.7 0.7

Derivatives not designated as hedging instruments:

2 unchanged sentences

(a) Net change in the fair value of the effective portion classified in other comprehensive income (loss).

(b) Classified in net foreign currency transaction loss.

(b) Classified in net foreign currency transaction (loss) gain.

Fair Value Measurements

10 unchanged sentences

The securities will be measured to fair value based on Level 3 inputs.

As of June 30, 2025 and December 31, 2024, the cost and market values of our debt and equity securities were as follows:

As of September 30, 2025 and December 31, 2024, the cost and market values of our debt and equity securities were as follows:

Cost Fair Value Gross Unrealized Gains Gross Unrealized Losses

Balance as of June 30, 2025

Balance as of September 30, 2025

Available-for-sale debt securities $ 12.1 $ 12.3 $ 0.2 $ —

20 unchanged sentences

Unobservable inputs that reflect the reporting entity’s own assumptions.

Our population of assets and liabilities subject to fair value measurements at June 30, 2025 was as follows:

Our population of assets and liabilities subject to fair value measurements at September 30, 2025 was as follows:

Value Level 1 Level 2 Level 3

20 unchanged sentences

Further details regarding our derivative instruments are discussed in Note 10.

There were no transfers into or out of Level 3 investments in the periods ended June 30, 2025 and December 31, 2024.

The fair value and carrying value of total debt, including current portion, was $ 247.7 million and $ 213.8 million, respectively, as of June 30, 2025.

There were no transfers into or out of Level 3 investments in the periods ended September 30, 2025 and December 31, 2024.

The fair value and carrying value of total debt, including current portion, was $ 266.9 million and $ 238.7 million, respectively, as of September 30, 2025.

The fair value and carrying value of total debt, including current portion, was $ 235.9 million and $ 199.5 million, respectively, as of December 31, 2024.

3 unchanged sentences

We establish estimated liabilities when the associated costs related to uncertainties or guarantees become probable and can be reasonably estimated.

For the period ended June 30, 2025, no material changes have occurred in our estimated liabilities for self-insurance, litigation, environmental matters, guarantees, and indemnities, or relevant events and circumstances, from those disclosed in the Commitment and Contingencies footnote of the Notes to Consolidated Financial Statements within our annual report on Form 10-K for the year ended December 31, 2024.

Oxygenator Water Techs vs.

Tennant Company

On November 25, 2024, the Company received an adverse jury verdict in an intellectual property damages dispute in the United States District Court for the District of Minnesota (Court).

Oxygenator Water Technologies, Inc.

(OWT) alleged that between 2015 and 2023, the Company infringed certain of OWT’s patents through the manufacture and sale of certain component parts in ecH2O and nanoclean system options included on commercial floor scrubbers.

The jury ruled against the Company and awarded compensatory damages of $ 9.8 million, plus prejudgment interest of $ 4.7 million, in favor of OWT.

Accordingly, in the fourth quarter of 2024, the Company recorded an accrued expense and a corresponding liability of $ 14.5 million.

Subsequently, on September 17, 2025, the Court issued a post-trial ruling enhancing damages by 30 %, resulting in total damages and interest of approximately $ 20.2 million, including $ 9.8 million in compensatory damages, $ 2.9 million in enhanced damages, and $ 7.4 million in prejudgment interest.

As a result, the Company recorded an incremental accrued expense and corresponding liability of $ 5.3 million in the third quarter of 2025.

As litigation outcomes are inherently uncertain and can result in unanticipated developments, it is possible that the Company’s exposure to loss could change following the issuance of these financial statements.

The Company intends to vigorously defend its position and is assessing next steps in the proceedings.

The ruling does not impact the Company’s ability to sell its products and is not expected to affect its long-term business objectives.

Except as described above, there have been no material changes in the Company’s estimated liabilities for self-insurance, litigation, environmental matters, guarantees, or indemnities, or in the related events and circumstances.

Shareholders' Equity

1 unchanged sentence

The changes in components of accumulated other comprehensive loss, net of tax, are as follows:

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Foreign Currency

4 unchanged sentences

Beginning balance $ ( 75.2 ) $ 2.8 $ ( 0.5 ) $ 0.2 $ ( 72.7 )

Other comprehensive income (loss) before reclassifications 42.5 — ( 2.3 ) — 40.2

Other comprehensive income before reclassifications 39.3 — 0.9 — 40.2

Amounts reclassified from accumulated other comprehensive loss ( 0.7 ) — ( 0.9 ) — ( 1.6 )

Net current period other comprehensive income (loss) 39.3 — ( 0.2 ) — 39.1

Net current period other comprehensive income 38.6 — — — 38.6

Ending balance $ ( 36.6 ) $ 2.8 $ ( 0.5 ) $ 0.2 $ ( 34.1 )

(1) Includes foreign currency translation adjustments attributable to noncontrolling interests of $ 0.5 million.

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Foreign Currency

5 unchanged sentences

Amounts reclassified from accumulated other comprehensive loss ( 0.7 ) — ( 1.7 ) ( 2.4 )

Net current period other comprehensive (loss) income ( 15.3 ) — 1.3 ( 14.0 )

Net current period other comprehensive loss ( 2.4 ) ( 0.2 ) ( 0.4 ) ( 3.0 )

Ending balance $ ( 48.0 ) $ 3.5 $ ( 0.8 ) $ ( 45.3 )

8 unchanged sentences

We recognize potential accrued interest and penalties related to unrecognized tax benefits in income tax expense.

In addition to the liability of $ 6.4 million for unrecognized tax benefits as of June 30, 2025, there was approximately $ 0.9 million for accrued interest and penalties.

The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of June 30, 2025 was $ 5.3 million.

In addition to the liability of $ 6.5 million for unrecognized tax benefits as of September 30, 2025, there was approximately $ 1.0 million for accrued interest and penalties.

The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of September 30, 2025 was $ 4.8 million.

To the extent interest and penalties are not assessed with respect to uncertain tax positions, amounts accrued will be revised and reflected as an adjustment of the income tax expense.

3 unchanged sentences

The Act includes significant corporate tax provisions such as accelerated depreciation deductions, immediate expensing of domestic research costs, and modifications to the international tax framework.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

We are currently assessing the impact the Act will have on our consolidated financial statements.

The legislation has multiple effective dates, with certain provisions effective starting January 1, 2025.

We currently expect a cash tax benefit in 2025 from the enhanced expensing provisions.

The Act does not materially impact our effective tax rate.

Share-Based Compensation

Our share-based compensation plans are described in Note 18 of our annual report on Form 10-K for the year ended December 31, 2024.

During the three months ended June 30, 2025 and 2024, we recognized total share-based compensation expense of $ 2.6 million and $ 2.1 million, respectively.

During the six months ended June 30, 2025 and 2024, we recognized total share-based compensation expense of $ 5.8 million and $ 5.3 million, respectively.

The total excess tax recognized for share-based compensation arrangements during the six months ended June 30, 2025 and 2024 was a tax benefit of $ 0.2 million and $ 3.0 million, respectively.

During the three months ended September 30, 2025 and 2024, we recognized total share-based compensation expense of $ 2.8 million and $ 4.1 million, respectively.

During the nine months ended September 30, 2025 and 2024, we recognized total share-based compensation expense of $ 8.6 million and $ 9.4 million, respectively.

The total excess tax recognized for share-based compensation arrangements during the nine months ended September 30, 2025 and 2024 was a tax benefit of $ 0.2 million and $ 3.0 million, respectively.

Income Attributable to Tennant Company Per Share

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

5 unchanged sentences

Diluted earnings per share $ 0.80 $ 1.09 $ 2.57 $ 4.03

Excluded from the dilutive securities presented above were options to purchase and shares to be paid out under share-based compensation plans totaling 278,450 and 13,644 shares of common stock for the three months ended June 30, 2025 and 2024, respectively.

Excluded from the dilutive securities presented above were options to purchase and shares to be paid out under share-based compensation plans totaling 157,775 and 73,185 shares of common stock for the six months ended June 30, 2025 and 2024, respectively.

Excluded from the dilutive securities presented above were options to purchase and shares to be paid out under share-based compensation plans totaling 44,322 and 4,124 shares of common stock for the three months ended September 30, 2025 and 2024, respectively.

Excluded from the dilutive securities presented above were options to purchase and shares to be paid out under share-based compensation plans totaling 153,540 and 88,992 shares of common stock for the nine months ended September 30, 2025 and 2024, respectively.

These instruments were excluded when their exercise prices exceeded the average market price of our common stock for the period, when the number of shares we can repurchase under the treasury stock method exceeded the

15 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-Q

Item 1. Financial Statements