What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-24 compared with 2025-02-18 · 395 added, 368 removed, 1014 unchanged (43% of the section changed)

25 unchanged sentences

The income approach utilized a discounted cash flow model, which required management to make significant estimates and assumptions related to forecasts of future revenue, profit margins, long-term growth rate, and discount rate.

The market approach required management to make significant assumptions

related to earnings before interest, taxes, depreciation, and amortization (EBITDA) multiples.

As of December 31, 2024, the goodwill balance for the EMEA reporting unit was $151.1 million.

The market approach required management to make significant assumptions related to earnings before interest, taxes, depreciation, and amortization (EBITDA) multiples.

As of December

31, 2025, the goodwill balance for the EMEA reporting unit was $173 million.

The fair value of the EMEA reporting unit exceeded its carrying value, and therefore, no impairment was recognized.

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

As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at TCS EMEA GmbH ("TCS"), which was acquired on February 29, 2024, and whose financial statements constitute $37.2 million of total assets and $22.0 million of total revenues included within the consolidated financial statement amounts of Tennant Company as of and for the year ended December 31, 2024.

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

Basis for Opinion

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Research and development expense 41.2 43.8 36.6

Gain on sale of assets — — ( 3.7 )

Operating income 68.3 114.3 138.6

Interest expense, net ( 9.0 ) ( 9.1 ) ( 13.5 )

Net foreign currency transaction gain (loss) 0.1 0.3 ( 1.2 )

Other (expense) income, net ( 0.5 ) ( 1.6 ) 0.6

Net foreign currency transaction (loss) gain ( 1.7 ) 0.1 0.3

Other income (expense), net 0.3 ( 0.5 ) ( 1.6 )

Income before income taxes 57.9 104.8 123.8

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Net income $ 43.8 $ 83.7 $ 109.5

Other comprehensive (loss) income:

Foreign currency translation adjustments (net of related tax (expense) benefit of $( 0.2 ), $ 0.8 , and $( 1.2 ), respectively)

Other comprehensive income (loss):

Foreign currency translation adjustments (net of related tax benefit (expense) of $ 1.8 , $( 0.2 ), and $ 0.8 , respectively)

41.3 ( 29.6 ) 8.3

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( 1.7 ) ( 0.9 ) 1.0

Derivative financial instruments (net of tax benefit (expense) of $ 0.0 , $ 0.4 , and $( 0.3 ), respectively)

Derivative financial instruments (net of tax (expense) benefit of $( 0.1 ), $ 0.0 , and $ 0.4 , respectively)

0.4 ( 0.1 ) ( 1.4 )

Unrealized gain on debt securities (net of tax benefit of $ 0.1 , $ 0.0 , and $ 0.0 , respectively)

Total other comprehensive (loss) income, net of tax ( 30.4 ) 7.9 ( 12.3 )

Comprehensive income $ 53.3 $ 117.4 $ 54.0

Unrealized (loss) gain on debt securities (net of tax benefit of $ 0.1 , $ 0.1 , and $ 0.0 , respectively)

( 0.5 ) 0.2 —

Total other comprehensive income (loss), net of tax 39.5 ( 30.4 ) 7.9

Total comprehensive income including noncontrolling interest 83.3 53.3 117.4

Foreign currency translation adjustments attributable to noncontrolling interest 0.5 — —

Comprehensive income attributable to Tennant Company $ 82.8 $ 53.3 $ 117.4

See accompanying notes to consolidated financial statements.

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Amortization expense 13.7 15.0 14.7

Deferred income tax benefit ( 9.8 ) ( 26.9 ) ( 15.6 )

Deferred income tax expense (benefit) 4.2 ( 9.8 ) ( 26.9 )

Share-based compensation expense 10.4 11.9 11.6

Bad debt and returns expense 7.1 3.4 3.4

Gain on sale of assets — — ( 3.7 )

Other, net 1.3 0.6 1.3

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Other assets and liabilities ( 27.2 ) ( 17.4 ) 13.0

Net cash provided by (used in) operating activities 89.7 188.4 ( 25.1 )

Net cash provided by operating activities 65.0 89.7 188.4

INVESTING ACTIVITIES

Purchases of property, plant and equipment ( 21.7 ) ( 20.9 ) ( 22.8 )

Proceeds from sale of property, plant and equipment 1.5 — —

Purchase of investment — ( 32.1 ) —

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Cash received from leased assets 1.1 0.8 0.8

Proceeds from sale of assets, net of cash divested — — 4.1

Other, net — — 0.1

Net cash used in investing activities ( 22.7 ) ( 78.4 ) ( 23.2 )

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Repurchases of common stock ( 88.5 ) ( 19.6 ) ( 21.7 )

Net cash (used in) provided by financing activities ( 25.2 ) ( 122.6 ) 8.1

Net cash used in financing activities ( 38.7 ) ( 25.2 ) ( 122.6 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash 3.0 ( 3.4 ) ( 2.9 )

Net (decrease) increase in cash, cash equivalents and restricted cash ( 17.3 ) 39.7 ( 46.2 )

Net increase (decrease) in cash, cash equivalents and restricted cash 6.6 ( 17.3 ) 39.7

Cash, cash equivalents and restricted cash at beginning of year 99.8 117.1 77.4

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Cash paid for income taxes $ 13.4 $ 30.2 $ 39.5

Cash paid for interest $ 13.6 $ 17.1 $ 7.6

Cash paid for interest, net of capitalized interest $ 12.3 $ 13.6 $ 17.1

Supplemental non-cash investing and financing activities:

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Repurchases of common stock ( 290,920 ) — ( 21.7 ) — — ( 21.7 ) — ( 21.7 )

Other — — — — — — — —

Balance, December 31, 2023 18,631,384 $ 7.0 $ 64.9 $ 547.4 $ ( 42.3 ) $ 577.0 $ 1.3 $ 578.3

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— — — ( 21.9 ) — ( 21.9 ) — ( 21.9 )

Repurchases of common stock ( 198,352 ) — ( 19.6 ) — — ( 19.6 ) — ( 19.6 )

Repurchases of common stock, including excise tax ( 1,108,998 ) ( 0.4 ) ( 88.1 ) — — ( 88.5 ) — ( 88.5 )

Other — — 3.5 ( 3.5 ) — — 0.5 0.5

Balance, December 31, 2025 17,846,681 $ 6.7 $ — $ 628.1 $ ( 33.2 ) $ 601.6 $ 1.8 $ 603.4

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(Tables in millions, except shares and per share data)

Operations and Summary of Significant Accounting Policies

Nature of Operations – Tennant Company ("the Company", "we", "us", or "our") is a world leader in designing, manufacturing and marketing solutions that empower customers to achieve quality cleaning performance, reduce environmental impact and help create a cleaner, safer, healthier world.

Nature of Business

Tennant Company ("the Company", "we", "us", or "our") is a world leader in designing, manufacturing and marketing solutions that empower customers to achieve quality cleaning performance, reduce environmental impact and help create a cleaner, safer, healthier world.

The Company is committed to creating and commercializing breakthrough, sustainable cleaning innovations to enhance its broad suite of products, including floor maintenance and cleaning equipment, detergent-free and other sustainable cleaning technologies, aftermarket parts and consumables, equipment maintenance and repair service, and asset management solutions.

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The Company reaches these customers through the industry's largest direct sales and service organization and through a strong and well-supported network of authorized distributors worldwide.

Consolidation – The consolidated financial statements include the accounts of the Company and all subsidiaries in which we have a controlling financial interest.

Significant Accounting Policies

Basis of Statement Presentation – The consolidated financial statements include the accounts of the Company and all subsidiaries in which we have a controlling financial interest.

All intercompany transactions and accounts are eliminated in consolidation.

Certain reclassifications to our previously reported financial information have been made to conform to the current period presentation.

Use of Estimates – The preparation of our consolidated financial statements in conformity with U.S.

generally accepted accounting principles (“U.S.

GAAP”) requires us to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Estimates are used in determining, among other items, sales promotions and incentives accruals, inventory valuation, warranty reserves, allowance for doubtful accounts, pension and postretirement accruals, useful lives for intangible assets, valuing investments, and future cash flows associated with impairment testing for goodwill and other long-lived assets.

Actual results could differ from our estimates.

Translation of Non-U.S.

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dollars at year-end exchange rates, while income and expense items are translated at average exchange rates prevailing during the year.

Gains or losses resulting from translation are included as a separate component of accumulated other comprehensive loss.

Gains or losses resulting from translation are included as a separate component of accumulated other comprehensive loss ("AOCL").

The majority of translation adjustments are not adjusted for income taxes as substantially all translation adjustments relate to permanent investments in non-U.S.

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Net foreign currency transaction losses are included in income before income taxes on the consolidated statements of income.

Use of Estimates – The preparation of our consolidated financial statements in conformity with U.S.

generally accepted accounting principles (“U.S.

Actual results could differ from our estimates.

Cash and Cash Equivalents – We consider all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents.

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Cost is determined on a first-in, first-out (“FIFO”) basis except for inventories in North America, which are determined on a last-in, first-out (“LIFO”) basis.

Cloud Computing Arrangements – We capitalize implementation costs incurred in cloud computing (i.e., hosting arrangements) during the application development phase, and depreciate the costs over the non-cancellable term of the cloud computing arrangements plus any optional renewal periods that are reasonably certain to be exercised or for which the exercise is controlled by the service provider.

We classify the amortization of capitalized implementation costs in the same line item in the consolidated statements of income as the fees associated with the hosting service (i.e., operating and selling and administrative expense) and classify the related payments in the consolidated statements of cash flows in the same manner as payments made for fees associated with the hosting service (i.e.

cash flows from operating activities).

In addition, the capitalization of implementation costs is reflected in the consolidated balance sheets consistent with the location of prepayment of fees for the hosting element (i.e., within prepaid and other current assets).

As of December 31, 2024 and 2023, there was $23.3 million and $0.2 million, respectively, recorded in prepaid and other current assets in the consolidated balance sheets.

Amortization expense for the years ended December 31, 2024 and 2023 was not material.

Cloud Computing Arrangements – We periodically enter into cloud computing arrangements to access and use third-party software in support of our operations.

These arrangements primarily relate to the implementation and ongoing use of a new enterprise resource planning (“ERP”) system.

We assess our cloud computing arrangements to determine whether the contract is a service contract or conveys a software license.

For cloud computing arrangements that are accounted for as service contracts, we capitalize implementation costs incurred during the application development stage.

Once the asset is ready for its intended use, the capitalized implementation costs are amortized as expense on a straight-line basis over the term of the service contract, which typically range from 10 to 15 years depending on the nature of the underlying asset.

As of December 31, 2025 and 2024, we had capitalized implementation costs, net of amortization, of $53.4 million and $23.3 million, respectively, included in other assets within the consolidated balance sheets.

Amortization expense for the implementation costs was $0.5 million for the year ended December 31, 2025, and is included in selling and administrative expenses within the consolidated statements of income.

There was no amortization expense for implementation costs recorded in 2024 and 2023.

Capitalized Interest – The interest cost on capital projects is capitalized and included in the cost of the project.

Capitalization commences with the first expenditure for the project and continues until the project is substantially complete and ready for its intended use.

Total interest expense incurred was $12.6 million, $13.6 million and $17.0 million for the years ended December 31, 2025, 2024, and 2023, respectively, of which $2.3 million and $1.0 million was capitalized as of December 31, 2025 and 2024, respectively.

Property, Plant and Equipment – Property, plant and equipment is carried at cost.

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The exercise of lease renewal options is at our sole discretion.

The useful life of lease assets and leasehold improvements are limited by the lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

The useful life of lease assets and leasehold improvements are limited by the lease term, unless there is a transfer of title or

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

purchase option reasonably certain of exercise.

Certain leases also include options to purchase the leased asset.

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Goodwill – Goodwill represents the excess of cost over the fair value of net assets of businesses acquired and is allocated to our reporting units at the time of the acquisition.

We analyze goodwill on an annual basis as

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

of October 1 and when an event occurs, or circumstances change that may reduce the fair value of one of our reporting units below its carrying amount.

We analyze goodwill on an annual basis as of October 1 and when an event occurs, or circumstances change that may reduce the fair value of one of our reporting units below its carrying amount.

We have the option of first analyzing qualitative factors to determine whether it is more likely than not that the fair value of any reporting unit is less than its carrying amount.

However, we may elect to perform a quantitative goodwill impairment test even if no indications of a potential impairment exist.

During 2024, we performed a qualitative goodwill assessment on all reporting units except for Europe, Middle East and Africa ("EMEA") and Asia-Pacific ("APAC") for which we performed a quantitative goodwill assessment.

For the 2025 annual goodwill impairment test for the North America and Latin America reporting units, we elected to perform a qualitative assessment to determine whether it was more likely than not that the fair value of each reporting unit was less than its carrying amount.

In performing this assessment, we considered relevant events and circumstances, including industry, market and macroeconomic conditions, as well as company-specific and reporting unit-specific factors.

Based on this evaluation, we concluded that it was not more likely than not that the fair value of either reporting unit was less than its carrying amount.

Accordingly, a quantitative goodwill impairment test was not required, and no impairment of goodwill was recognized for these reporting units during 2025.

During 2024, a qualitative goodwill assessment was performed for the North America and Latin America reporting units while a quantitative assessment was performed for the EMEA and APAC reporting units.

Our assessments indicated that there was no goodwill impairment in any of our reporting units as of our annual assessment date.

During 2023, we performed a qualitative goodwill assessment on all reporting units.

Our assessment indicated that there was no goodwill impairment in any of our reporting units as of our annual assessment date.

Intangible Assets – Intangible assets consist of definite lived customer lists, trade names and technology.

Intangible Assets – Intangible assets consist of long-lived customer lists, trade names and technology.

Generally, intangible assets classified as trade names are amortized on a straight-line basis and intangible assets classified as customer lists or technology are amortized using an accelerated method of amortization.

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Upon retirement or disposition, the asset cost and related accumulated depreciation or amortization are removed from the accounts and a gain or loss is recognized based on the difference between the fair value of proceeds received and carrying value of the assets held for sale.

Purchase of Common Stock – We repurchase our common stock under a 2016 repurchase program authorized by our Board of Directors.

This program allows us to repurchase up to an aggregate of 1,000,000 shares of our common stock, and 623,061 shares remain authorized under the program.

Purchase of Common Stock – We repurchase our common stock under both the 2025 and 2016 repurchase program authorized by our Board of Directors.

These programs allow us to repurchase up to an aggregate of 3,000,000 shares of our common stock, and 1,514,063 shares remain authorized under the 2025 program.

Upon repurchase, the par value is charged to common stock and the remaining purchase price is charged to additional paid-in capital.

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Warranty costs are recorded as a component of selling and administrative expense in the consolidated statements of income.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

Pension and Profit Sharing Plans – Substantially all U.S.

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employees hired before January 1, 1999.

Derivative Financial Instruments – The Company uses cross-currency swaps, interest rate swaps and foreign exchange forward and option contracts to manage risks generally associated with foreign exchange rate and interest rate volatility.

Derivative Financial Instruments – We use cross-currency swaps, interest rate swaps and foreign exchange forward and option contracts to manage risks generally associated with foreign exchange rate and interest rate volatility.

We account for our hedging instruments as either assets or liabilities on the consolidated balance sheets and measure them at fair value.

Gains and losses resulting from changes in fair value are accounted for depending on the use of the derivative and whether it is designated and qualifies for

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

hedge accounting.

Gains and losses resulting from changes in fair value are accounted for depending on the use of the derivative and whether it is designated and qualifies for hedge accounting.

Gains and losses for all instruments that do not qualify for hedge accounting are recorded each period to net foreign currency transaction loss in our consolidated statements of income.

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The estimated grant date fair value of each option award is recognized in income on a straight-line basis over the requisite service period (generally the vesting period).

The estimated fair value of each option award is calculated using the Black-Scholes option-pricing model.

The estimated fair value of each option award is

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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calculated using the Black-Scholes option-pricing model.

From time to time, we have elected to modify the terms of the original grant.

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We recognize expense related to the estimated vesting of our PSUs granted.

The estimated vesting of the PSUs is based on the

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

probability of achieving certain performance metrics over the specified performance period.

The estimated vesting of the PSUs is based on the probability of achieving certain performance metrics over the specified performance period.

To determine the amount of compensation cost to be recognized in each period, we estimate forfeitures.

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These investments are subject to periodic impairment review.

Investments, Measurement Alternative – The Company's investments as described in Note 12 which are valued under the measurement alternative include equity securities for which the Company does not have significant influence and fair value is not readily determinable.

Investments, Measurement Alternative – Our investments, as described in Note 12 which are valued under the measurement alternative include equity securities for which the Company does not have significant influence and fair value is not readily determinable.

Accounting Standard Update ("ASU") 2016-01 requires equity securities to be recorded at cost and adjusted to fair value at each reporting period.

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(Tables in millions, except shares and per share data)

Newly Adopted Accounting Pronouncements

Segment Reporting

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which amends the existing segment reporting guidance (ASC Topic 280 — Segment Reporting (“ASC 280”)) to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount for other segment items by reportable segment and a description of its composition, the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

We have adopted the new standard effective December 31, 2024.

While the adoption has no impact on our consolidated financial statements, it has resulted in incremental disclosures within the footnotes to our consolidated financial statements.

Refer to Note 20, Segment Reporting for the inclusion of the new required disclosures.

Investments, Equity Method – As described in Note 13, the Company uses the equity method of accounting for equity investments if the investment provides the ability to exercise significant influence, but not control, over operating and financial policies of the investee.

Judgment regarding the level of influence over each equity method investment includes considering key factors such as the Company’s ownership interest, legal form of th e investee (e.g.

limited liability partnership), representation on the board of directors, participation in policy-making decisions and material intra-entity transactions.

Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and the proportionate share of earnings or losses and dividends, including consideration of basis differences resulting from the difference between the initial carrying amount of the investment and the underlying equity in net assets, as applicable.

The Company evaluates equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable.

Factors considered by the Company when reviewing an equity method investment for impairment include the length of time (duration) and the extent (severity) to which the fair value of the equity method investment has been less than cost, the investee’s financial condition and near-term prospects, and the intent and ability to hold the investment for a period of time sufficient to allow for anticipated recovery.

An impairment that is other-than-temporary is recognized in the period identified.

Newly Adopted Accounting Policies

Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures.

The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information.

The amendments in this ASU are required to be adopted for fiscal years beginning after December 15, 2024.

We have adopted the new standard on a prospective basis effective December 31, 2025.

While the adoption has no impact on our consolidated financial statements, it has resulted in incremental disclosures within the footnotes of our consolidated financial statements.

Refer to Note 18, Income Taxes for the inclusion of the new required disclosures.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

Revenue is recognized upon the transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products and services.

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Net sales are attributed to each geographic area based on the end user country and are net of intercompany sales.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

Net sales by groups of similar products and services

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Total $ 1,203.5 $ 1,286.7 $ 1,243.6

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

Contract Liabilities

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In circumstances where prepaid contracts are sold simultaneously with machines, we use an observable price to determine stand-alone selling price for separate performance obligations.

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(Tables in millions, except shares and per share data)

The change in the deferred revenue balance for the years ended December 31, 2025 and 2024 was as follows:

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Ending balance $ 32.4 $ 20.6

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

As of December 31, 2025, $ 16.6 million and $ 15.8 million of deferred revenue was reported in other current liabilities and other liabilities, respectively, on our consolidated balance sheets.

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

Thereafter 0.1

As of December 31, 2024, $ 9.8 million and $ 10.8 million of deferred revenue was reported in other current liabilities and other liabilities, respectively, on our consolidated balance sheets.

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Restructuring Actions

In 2024 and 2023, we incurred restructuring expenses as part of our ongoing global reorganization efforts.

In 2025 and 2024, we incurred restructuring expenses as part of our global reorganization efforts.

The following pre-tax restructuring charges were included in the consolidated statements of income:

Severance-related costs - Selling and administrative expense $ 6.4 $ 8.2

Severance-related costs - Cost of sales — 0.7

Other costs - Selling and administrative expense (a)

Total pre-tax restructuring costs $ 6.4 $ 8.2

(a) Includes facility exit costs associated with facility moves.

Our restructuring actions represent the continued execution of a multi-year enterprise strategy to drive increased productivity throughout our operations.

The charges in 2024 impacted all operating segments and

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

were related to a global workforce realignment to support our key strategic initiatives.

The charges in 2023 impacted the Europe, Middle East and Africa ("EMEA") and Asia Pacific ("APAC") operating segments.

Our restructuring actions represent the execution of a multi-year enterprise strategy to drive increased productivity throughout our operations.

The charges in 2025 and 2024 impacted all operating segments and were related to a global workforce realignment to support our key strategic initiatives.

A reconciliation to the ending liability balance of severance and related costs as of December 31, 2025 and 2024 is as follows:

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Ending balance $ 7.4 $ 8.6

Acquisitions and Divestitures

Acquisition of M&F Management and Financing GmbH

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

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(Tables in millions, except shares and per share data)

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.

The total purchase price of the acquisition was $ 34.9 million.

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.

Our consolidated financial results for the year ended December 31, 2024 include $ 22.0 million of revenue and $ 0.2 million of net income related to TCS.

The proforma impact of this acquisition is immaterial to our operations.

The purchase price has been allocated based on the estimated fair value of assets acquired and liabilities assumed at the date of the acquisition.

The following table summarizes the fair value measurement of the assets acquired and liabilities assumed as of the date of acquisition:

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(Tables in millions, except shares and per share data)

2024 Adjustments June 30,

2024 Adjustments December 31,

Components of purchase price:

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Total purchase price 34.9

Cash 5.3 0.1 5.4 — 5.4

Other current assets 8.9

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Customer lists 13.2

Backlog 0.6 — 0.6 — 0.6

Other assets 5.7

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Goodwill $ 9.4

The total purchase price includes cash paid of $ 31.0 million and the settlement of $ 3.9 million of preexisting transactions.

In connection with the acquisition, we paid cash totaling $ 30.8 million on the acquisition date of February 29, 2024 and $ 0.2 million in the second quarter of 2024.

The adjustments made to the purchase price allocation in the fourth quarter of 2024 relate to the finalization of the impacts associated with income taxes.

The goodwill is not expected to be deductible for income tax purposes.

The expected lives of the acquired intangible assets is 3 months and 10 years for backlog and customer lists, respectively, and are being amortized on a straight-line basis.

Sale of Building

During the second quarter of 2022, we sold a building located in Golden Valley, Minnesota.

The resulting pre-tax gain was $ 3.7 million and is reflected as a gain on sale of assets in the consolidated statements of income.

Proceeds from the sale of assets were $ 4.1 million.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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Balance as of December 31, 2024 $ 218.1 $ ( 32.5 ) $ 185.6

Additions 9.4 — 9.4

Foreign currency fluctuations ( 12.0 ) 0.8 ( 11.2 )

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There has been no impairment of goodwill for any of the years presented.

The additions recorded to goodwill during 2024 were related to the acquisition of TCS, as described further in Note 5.

The additions recorded to goodwill during 2025 and 2024 were related to the acquisitions of R4Y and TCS, respectively, as described further in Note 5.

The balances of acquired intangible assets, excluding goodwill, were as follows:

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Weighted-average original life (in years) 15 11 11

As part of our acquisition of TCS, we acquired customer lists and backlog with a combined fair value of $ 13.8 million.

Further details regarding the purchase price allocation of TCS are described further in Note 5.

As part of our acquisition of R4Y in 2025, we acquired customer lists with a fair value of $ 1.2 million.

As part of our acquisition of TCS in 2024, we acquired customer lists and backlog with a combined fair value of $ 13.8 million.

Amortization expense of intangible assets was $ 13.7 million, $ 15.0 million and $ 14.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.

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Thereafter 10.0

On April 5, 2021, we and certain of our foreign subsidiaries entered into an Amended and Restated Credit Agreement (the “2021 Credit Agreement”) with JPMorgan Chase Bank, N.A.

as administrative agent.

The 2021 Credit Agreement provides us and certain of our foreign subsidiaries access to a senior secured credit facility until April 3, 2026, consisting of a term loan facility in an amount up to $ 100.0 million and a revolving facility in an amount up to $ 450.0 million with an option to expand the credit facility by up to $ 275.0 million, with the consent of the lenders willing to provide additional borrowings in the form of increases to their revolving facility commitment or funding of incremental term loans.

Borrowings may be denominated in U.S.

dollars or certain other currencies.

On November 10, 2022, we further amended the 2021 Credit Agreement (the "Amendment") to update the benchmark provisions to replace LIBOR with Term SOFR (as defined in the Amendment) as the reference rate for purposes of calculating interest under the 2021 Credit Agreement.

Pursuant to the Amendment, borrowings denominated in U.S.

dollars bear interest at a rate per annum equal to (a) the Term SOFR Rate (as defined in the Amendment) plus a credit spread adjustment of 0.10 % per annum, but in any case, not less than 0 %, plus an additional spread of 1.10 % to 1.70 %, depending on the Company’s leverage ratio, or (b) the Alternate Base Rate (as defined in the Amendment), which is the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.50 % and (iii) the adjusted Term SOFR Rate for a one month period, but in any case, not less than 1.0 %, plus, in any such case, 1.0 %, plus an additional spread of 0.10 % to 0.70 %, depending on the Company’s leverage ratio.

All other material terms included in the 2021 Credit Agreement remain unchanged as a result of the Amendment.

On August 7, 2024, we and certain of our foreign subsidiaries entered into an Amended and Restated Credit Agreement (the "2024 Credit Agreement") with JPMorgan Chase Bank, N.A.

as administrative agent, which amends and restates the 2021 Credit Agreement as amended by the Amendment.

as administrative agent.

The 2024 Credit Agreement provides us and certain of our foreign subsidiaries access to a senior secured credit facility until August 7, 2029, consisting of a revolving facility in an amount up to $ 650.0 million, with an option to expand the revolving facility or obtain incremental term loans by up to $ 325.0 million, with the consent of the lenders willing to provide additional borrowings in the form of increases to their revolving facility commitment or funding of incremental term loans.

4 unchanged sentences

dollars under the 2024 Credit Agreement bear interest at a rate per annum equal to (a) the greatest of (i) the prime rate, (ii) the NYFRB Rate (as defined in the 2024 Credit Agreement) plus 0.50 % and (iii) the Adjusted Term SOFR Rate (as defined in the 2024 Credit Agreement) for a one month period plus 1 %;

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

Simple RFR (as defined in the 2024 Credit Agreement) plus an additional spread of 1.25 % to 2 %, depending on our leverage ratio.

but in any case not less than 1 %, plus an additional spread of 0.25 % to 1 %, depending on our leverage ratio, (b) the Adjusted Term SOFR Rate plus an additional spread of 1.25 % to 2 %, depending on our leverage ratio, or (c) the Adjusted Daily Simple RFR (as defined in the 2024 Credit Agreement) plus an additional spread of 1.25 % to 2 %, depending on our leverage ratio.

In connection with the 2024 Credit Agreement, we reaffirmed our security interest in favor of the lenders in substantially all our personal property and pledged the stock of certain of our domestic and foreign subsidiaries.

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We were in compliance with the financial covenants as of December 31, 2025.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

Debt outstanding as of December 31 consisted of the following:

1 unchanged sentence

Revolving credit facility borrowings $ 272.5 $ 197.5

Term loan facility borrowings — 90.0

Finance lease liabilities 1.1 1.2

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Long-term debt $ 273.2 $ 198.2

As of December 31, 2024, the Company is required to repay $ 0.8 million in bank overdrafts and $ 0.5 million of current maturities of finance lease liabilities over the next 12 months.

As of December 31, 2025, the Company is required to repay $ 0.4 million of finance lease liabilities over the next 12 months.

As of December 31, 2025, we had outstanding borrowings of $ 272.5 million under our revolving credit facility.

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Further details regarding the cross-currency swap instrument are discussed in Note 11.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

The aggregate maturities of our outstanding debt, excluding unamortized debt issuance costs, as of December 31, 2025, are as follows:

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Total other current liabilities $ 124.3 $ 110.9

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

Hedge Accounting and Hedging Programs

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Our hedging policy establishes maximum limits for each counterparty to mitigate any concentration of risk.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

Balance Sheet Hedges

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Cash Flow Hedges

The Company manages its floating rate debt exposure using interest rate swaps.

The Company manages its floating rate debt exposure using interest ra te swaps.

Fixed rate swaps are used to reduce the Company's risk of the possibility of increased interest costs.

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These interest rate swaps are designated as cash flow hedges.

These swaps are scheduled to mature on December 1, 2026.

These swaps were scheduled to mature on December 1, 2026 (the "December 2022 Swaps").

On October 14, 2025, we amended and restructured our interest rate swap contracts using a strategy referred to as a "blend and extend." In a blend and extend arrangement, th e liability or asset p osition of the existing interest rate swap arrangement is blended into the amended or new interest rate swap arrangement and the term to maturity of the hedged position is extended.

The amendment modified (i) the fixed rate payable by the counterparty from 4.076% to a new fixed rate of 3.443% and (ii) extended the termination date through October 1, 2029 (the "October 2025 Swaps").

The amendment did not change the aggregate notional amount of $120.0 million.

As a result of this transaction, the December 2022 Swaps were de-designated and the unrealized loss of $0.9 mi llion was recorded within accumulated other comprehensive loss and will be amortized as a reduction of interest expense, net, over the original term of the of the amended swaps (until December 2026), as the hedged transactions affect earnings.

Additionally, the October 2025 Swaps had a fair val ue of $0.9 million at inception, and will be ratably recorded to accumulated other comprehensive loss and reclassified to interest expense, net, over the term of the October 2025 Swaps (until October 2029), as the hedged transactions affect earnings.

At inception of the October 2025 Swaps, the Company determined that the swaps qualified for cash flow hedge accounting under ASC 815.

Therefore, changes in the fair value of the swap, net of taxes, will be

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

recognized in other comprehensive loss each period, then reclassified into the consolidated statements of income as a component of interest expense, net in the period in which the hedged transaction affects earnings.

Fair Value Hedges

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As of December 31, 2025, the aggregated scheduled interest payments over the course of the loan and related swaps amounted to € 3.0 million.

The scheduled maturity and principal payment of the loan and related interest payments of € 80.3 million are due in April 2027.

These swaps are scheduled to mature in April 2027.

Net Investment Hedges

On April 5, 2022, we entered into Euro to U.S.

dollar foreign exchange cross-currency swaps to hedge our exposure to adverse foreign currency exchange rate movements between Tennant Company and a wholly owned European subsidiary.

We enter into these fixed-to-fixed cross-currency swap agreements to protect a designated monetary amount of the Company’s net investment in its Euro functional currency subsidiary against the risk of changes in the Euro to U.S.

dollar foreign exchange cross-currency swaps to hedge our exposure to adverse foreign currency exchange rate movements between Tennant Company and its Euro denominated subsidiaries.

dollar foreign exchange rate.

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Interest expense, net ( 9.0 ) 0.3 ( 9.1 ) 1.0

Net foreign currency transaction gain 0.1 — 0.3 —

Net foreign currency transaction (loss) gain ( 1.7 ) ( 0.1 ) 0.1 —

Derivatives designated as fair value hedges:

Interest expense, net ( 9.0 ) 1.0 ( 9.1 ) 1.1

Net foreign currency transaction gain (loss) 0.1 3.9 0.3 ( 1.9 )

Net foreign currency transaction (loss) gain ( 1.7 ) ( 8.0 ) 0.1 3.9

Derivatives designated as net investment hedges:

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Derivatives designated as cash flow hedges:

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

Amount of gain recognized in other comprehensive income (loss) (a)

$ — $ 1.8 $ 0.6

Net gain reclassified from accumulated other comprehensive loss into income, net of tax, effective portion to interest expense, net 1.0 2.0 0.5

Net gain (loss) reclassified from accumulated other comprehensive loss into income, net of tax, effective portion to net foreign currency transaction losses — — 3.6

Amount of net gain reclassified from AOCL into earnings 0.2 1.0 2.0

Derivatives designated as fair value hedges:

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

Net gain reclassified from accumulated other comprehensive loss into income, net of tax, effective portion to interest expense, net 1.1 — 0.9

Amount of gain recognized in other comprehensive income (loss) (a)

Amount of net gain reclassified from AOCL into earnings 1.0 1.1 —

Derivatives designated as net investment hedges:

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

Net gain reclassified from accumulated other comprehensive loss into income, net of tax, ineffective portion to interest expense, net 1.0 1.0 0.7

Amount of gain recognized in other comprehensive income (loss) (a)

( 6.1 ) 3.8 2.0

Amount of net gain reclassified from AOCL into earnings 1.0 1.0 1.0

Derivatives not designated as hedging instruments:

Net gain recognized in income (b)

Amount of net (loss) gain recognized in earnings (b)

$ ( 9.6 ) $ 6.1 $ 1.7

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

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

(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) gain.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, restricted cash, accounts receivable, other current assets, accounts payable and other current liabilities approximate fair value due to their short-term nature.

On February 21, 2024, the Company acquired certain investment securities in Brain Corp, a privately held autonomous technology company located in San Diego, California.

The investment will drive the development and adoption of Brain Corp's next generation of robotic and AI technologies.

The investment securities include $ 12.1 million of redeemable convertible preferred stock, accounted for as available-for-sale debt instruments.

The investment securities also include $ 12.2 million of non-redeemable convertible preferred stock and $ 7.8 million of warrants, accounted for as equity instruments under the elected measurement alternative.

The equity and debt securities were recorded at closing at their allocated fair values.

For equity instruments, the carrying amount will be adjusted to fair value through net income each period based upon observable transactions for identical or similar investments of the same issuer and monitored for impairment.

For debt instruments, the carrying amount will be adjusted to fair value each period through accumulated other comprehensive income (loss).

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

On February 21, 2024, the Company acquired certain investment securities in Brain Corp, a privately held autonomous technology company headquartered in San Diego, California.

The investment consists of $ 12.1 million of redeemable convertible preferred stock, $ 12.2 million of non-redeemable convertible preferred stock, and $ 7.8 million of warrants.

The redeemable convertible preferred stock is accounted for as an available-for-sale debt security.

The non-redeemable convertible preferred stock and warrants are accounted for as equity securities.

All securities were recorded at their allocated fair value at the acquisition date.

In December 2025, the Company obtained the ability to exercise significant influence over Brain Corp and, as a result, adopted the equity method of accounting for its equity securities investment.

As of December 31, 2025, the investment is accounted for under the equity method (see Note 13 – Equity Method Investments).

The available-for-sale debt security is carried at fair value with changes in fair value recognized in accumulated other comprehensive income (loss).

The Company estimates fair value using Level 3 inputs.

As of December 31, 2025, and December 31, 2024, a comparison of cost and market values of our debt and equity securities was as follows:

Cost Fair Value Gross Unrealized Gains Gross Unrealized Losses

2024 2023 2024 2023 2024 2023 2024 2023

Balance as of December 31, 2025

Available-for-sale debt securities $ 12.1 $ 11.8 $ — $ ( 0.3 )

Total debt securities $ 12.1 $ 11.8 $ — $ ( 0.3 )

Balance as of December 31, 2024

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

Equity securities 20.0 20.0 — —

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The framework discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost).

The framework utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.

The following is a brief description of those three levels:

Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

framework utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.

The following is a brief description of those three levels:

Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly.

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Fair Value Level 1 Level 2 Level 3

Equity securities $ 20.0 $ — $ — $ 20.0

Debt securities 11.8 — — 11.8

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Fair Value Level 1 Level 2 Level 3

Equity securities 20.0 — — 20.0

Debt securities 12.3 — — 12.3

Foreign currency forward contracts 0.8 — 0.8 —

Cross-currency swaps 3.4 — 3.4 —

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There were no transfers into or out of Level 3 investments in 2025 or 2024.

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.

The fair value was estimated using Level 3 inputs based on the borrowing rates currently available to us for bank loans with similar terms and remaining maturities.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

The fair value and carrying value of total debt, including current portion, was $ 281.4 million and $ 273.6 million, respectively, as of December 31, 2025.

The fair value was estimated using Level 3 inputs based on the borrowing rates currently available to us for bank loans with similar terms and remaining maturities.

Equity Method Investments

On February 21, 2024, the Company acquired certain investment securities of Brain Corp, as further described in Note 12 - Fair Value Measurements.

The investment consists of $12.2 million of non-redeemable convertible preferred stock and $7.8 million of warrants to purchase common shares.

Prior to the vesting of all warrants on December 9, 2025, the Company accounted for the investment as an equity security under the measurement alternative.

Upon vesting of the warrants, the Company’s voting interest in Brain Corp increased to approximately 18% and it's overall ownership interest increased to approximately 12%.

Based on the voting interest, together with the board representation obtained in connection with the investment, the Company concluded that it has the ability to exercise significant influence over Brain Corp’s operating and financial policies, but does not have a controlling financial interest.

Accordingly, beginning on December 9, 2025, the Company accounts for its investment in Brain Corp under the equity method of accounting.

Due to the timing and availability of Brain Corp’s financial information, the Company recognizes its share of Brain Corp’s earnings or losses on a three-month reporting lag, based on the investee’s most recently available financial statements.

As a result of the adoption of the equity method late in the fiscal year and the application of this reporting lag, the Company did not recognize any equity method earnings or losses related to Brain Corp in the Consolidated Statements of Income for the year ended December 31, 2025.

The Company’s share of earnings or losses from Brain Corp will be presented as a separate line item in the Consolidated Statements of Income in future periods.

As of December 31, 2025, the carrying amount of the Company’s equity method investment in Brain Corp was $20.0 million and is included in Other Assets in the consolidated balance sheets.

Retirement Benefit Plans

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Retirement benefits for eligible employees in foreign locations are funded principally through defined benefit plans, annuity or government programs.

The total cost of benefits for our plans was $ 15.7 million, $ 16.6 million and $ 11.6 million in 2024, 2023 and 2022, respectively.

We had a qualified, funded defined benefit retirement plan (the “U.S.

Pension Plan”) covering certain current and retired employees in the U.S.

During 2015, the plan was amended to freeze benefits for all participants effective January 31, 2017.

On February 15, 2017, the Board of Directors approved the termination of the U.S.

Pension Plan, effective May 15, 2017.

Participants who elected an immediate lump sum distribution were paid out in December 2017.

Assets for participants who elected or are currently receiving annuity payments and those who have elected to defer their benefits were transferred to the annuity company, Pacific Life, in December 2017.

Excess assets were transferred from the Tennant Company Pension Trust to the Tennant Company Retirement Savings Plan to deliver future discretionary benefits to plan participants.

During 2023, all remaining excess assets were utilized, and none remained outstanding as of December 31, 2023.

We have a U.S.

postretirement medical benefit plan (the “U.S.

Retiree Plan”) to provide certain healthcare benefits for U.S.

employees hired before January 1, 1999.

Eligibility for those benefits is based upon a combination of years of service with us and age upon retirement.

Our defined contribution savings plan (“401(k) plan”) covers substantially all U.S.

Under this plan, we match up to 3 % of the employee’s annual compensation in cash to be invested per their election.

We also make a discretionary profit sharing contribution to the 401(k) plan for employees with more than one year of service in accordance with our Profit Sharing Plan.

This contribution is based upon our financial performance and can be funded in the form of a direct deposit into the employees 401(k) account, cash, or a combination of both.

Expenses for the 401(k) plan, including profit sharing contributions, were $ 10.0 million, $ 10.5 million and $ 6.0 million during 2024, 2023 and 2022, respectively.

Defined Benefit Pension Plans

We have a U.S.

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The partial buy-in insurance contract is classified as a Level 3 investment.

The value of the insurance contract is based on significant unobservable inputs including plan participant demographics, in addition to observable inputs which include expected return on assets and estimated value premium.

The value of the insurance contract is based on significant unobservable inputs including

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

plan participant demographics, in addition to observable inputs which include expected return on assets and estimated value premium.

The partial buy-in arrangement also allows for the possible future conversion into a buy-out arrangement where the insurance company would assume responsibility for paying the insured benefits directly to the members of the U.K.

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Pension Plan is wound-up.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

The Italian Plan is an employee termination indemnity mandated by Italian law to all employees employed prior to 2008.

1 unchanged sentence

Due to changes in Italian law, such termination indemnities are no longer available to new participants.

We expect to contribute less than $ 0.1 million to our U.S.

Nonqualified Plan and $ 0.5 million to our U.S.

Retiree Plan in 2024.

We expect contributions to our U.K.

Pension Plan, German Pension Plan, French Pension Plan and Italian Pension Plans to be $ 0.3 million in 2024.

Weighted-average asset allocations by asset category of the U.K.

Pension Plan as of December 31, 2024 were as follows:

Quoted Prices in Active Markets for

Identical Assets Significant Observable Inputs Significant Unobservable Inputs

Asset category Fair Value (Level 1) (Level 2) (Level 3)

Investment account held by pension plan (a)

$ 6.7 $ — $ — $ 6.7

Buy-in Insurance Contract (b)

Total $ 12.6 $ — $ — $ 12.6

(a) This category is comprised of investments in insurance contracts.

(b) This represents the U.K.

Pension Plan partial buy-in assets comprised of investments in insurance contracts.

Weighted-average asset allocations by asset category of the U.K.

Pension Plan as of December 31, 2023 were as follows:

Quoted Prices in Active Markets for

Identical Assets Significant Observable Inputs Significant Unobservable Inputs

Asset category Fair Value (Level 1) (Level 2) (Level 3)

Investment account held by pension plan (a)

$ 12.7 — — $ 12.7

Total $ 12.7 $ — $ — $ 12.7

(a) This category is comprised of investments in insurance contracts.

Estimates of the fair value of the U.K.

Pension Plan are based on the framework established in the accounting guidance for fair value measurements.

A brief description of the three levels can be found in Note 12.

The Investment Account held by the U.K.

Pension Plan invests in insurance contracts for purposes of funding the U.K.

Pension Plan and is classified as Level 3.

The fair value of the Investment Account is the cash surrender values as determined by the provider which are the amounts the plan would receive if the contracts were cashed out at year-end.

The underlying assets held by these contracts are primarily invested in assets traded in active markets.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

A reconciliation of the beginning and ending balances of the Level 3 investments of our U.K.

Pension Plan during the years ended December 31 was as follows:

Fair value at beginning of year $ 12.7 $ 11.3

Purchases, sales, issuances and settlements, net ( 0.4 ) ( 0.3 )

Net (loss) gain ( 0.2 ) 1.1

Net transfer in 0.7 —

Foreign currency ( 0.2 ) 0.6

Fair value at end of year $ 12.6 $ 12.7

The primary objective of our U.K.

Pension Plan is to meet retirement income commitments to plan participants at a reasonable cost to us and to maintain a sound actuarial funded status.

This objective is accomplished through growth of capital and safety of funds invested.

Assets are invested in securities to achieve growth of capital over inflation through appreciation and accumulation and reinvestment of dividend and interest income.

Investments are diversified to control risk.

Pension Plan is invested in insurance contracts with underlying investments primarily in equity and fixed income securities.

All other Pension Plans are unfunded, which is customary.

Weighted-average assumptions used to determine benefit obligations as of December 31 were as follows:

Nonqualified Plan Non-U.S.

Pension Benefits Postretirement

Medical Benefits

2024 2023 2024 2023 2024 2023

Discount rate 5.42 % 5.07 % 4.65 % 4.26 % 5.39 % 5.06 %

Rate of compensation increase — % — % 3.00 % 3.00 % — % — %

Weighted-average assumptions used to determine net periodic benefit costs as of December 31 were as follows:

Nonqualified Plan Non-U.S.

Pension Benefits Postretirement

Medical Benefits

2024 2023 2022 2024 2023 2022 2024 2023 2022

Discount rate 5.07 % 5.37 % 2.54 % 4.26 % 4.68 % 1.55 % 5.06 % 5.37 % 2.53 %

Expected long-term rate of return on plan assets — % — % — % 6.10 % 6.10 % 3.20 % — % — % — %

Rate of compensation increase — % — % — % 3.00 % 2.25 % 1.50 % — % — % — %

The discount rate is used to discount future benefit obligations back to today’s dollars.

Our discount rates were determined based on high-quality fixed income investments.

The resulting discount rates are consistent with the duration of plan liabilities.

The Mercer Above Mean Yield Curve for high-quality corporate bonds is used in determining the discount rate for the U.S.

Nonqualified Plan in 2024.

The Mercer Yield Curve is used in determining the discount rate for the Non-U.S.

Plans in 2024.

Before 2019, the FTSE (formerly known as Citigroup) Above Median Spot rates for high-quality corporate bonds were used in determining the discount rate for the U.S.

Before 2021, the iBoxx € Corporates AA 7-10 and iBoxx € Corporates AA 10+ Benchmark were used to determine the discount rate for the Italian Pension Plan.

The expected return on assets assumption on the investment portfolios for the pension plans is based on the long-term expected returns for the investment mix of assets currently in the portfolio.

Management uses

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

historic return trends of the asset portfolio combined with recent market conditions to estimate the future rate of return.

The accumulated benefit obligations as of December 31 for all defined benefit plans were as follows:

Nonqualified Plan $ 0.8 $ 0.9

Pension Plan 6.3 6.2

German Pension Plan 0.9 1.0

French Pension Plan 0.5 0.4

Italian Pension Plan 2.4 2.5

Information for our plans with an accumulated benefit obligation in excess of plan assets as of December 31 was as follows:

Accumulated benefit obligation $ 4.6 $ 4.8

As of December 31, 2024 and 2023, the U.S.

Nonqualified, the German Pension, the French Pension and the Italian Pension Plans had an accumulated benefit obligation in excess of plan assets.

Information for our plans with a projected benefit obligation in excess of plan assets as of December 31 was as follows:

Projected benefit obligation $ 4.9 $ 5.0

As of December 31, 2024 and 2023, the U.S.

Nonqualified, the German Pension, the French Pension and the Italian Pension Plans had a projected benefit obligation in excess of plan assets.

Assumed healthcare cost trend rates as of December 31 were as follows:

Healthcare cost trend rate assumption for the next year Pre-65 7.20 % 8.00 %

Healthcare cost trend rate assumption for the next year Post-65 7.90 % 8.80 %

Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) 4.00 % 4.00 %

Year that the rate reaches the ultimate trend rate 2047 2047

Retiree Health Care Plan

We have a U.S.

postretirement medical benefit plan (the “U.S.

Retiree Plan”) to provide certain healthcare benefits for U.S.

employees hired before January 1, 1999.

Eligibility for those benefits is based upon a combination of years of service with us and age upon retirement

Summarized financial information about our defined benefit pension plans and retiree health care plan is presented below:

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

Summaries related to changes in benefit obligations and plan assets and to the funded status of our defined benefit and postretirement medical benefit plans were as follows:

Nonqualified Plan Non-U.S.

31 unchanged sentences

(Tables in millions, except shares and per share data)

The components of the net periodic benefit cost (credit) for the three years ended December 31 were as follows:

The accumulated benefit obligation ("ABO") for all defined benefit pension plans was $ 11.9 million and $ 10.9 million as of December 31, 2025 and 2024, respectively.

The ABO for plans that have plan assets was $ 7.2 million and $ 6.3 million as of December 31, 2025 and 2024, respectively.

The projected benefit obligation ("PBO") for all defined benefit pension plans was $ 4.8 million and $ 4.9 million as of December 31, 2025 and 2024, respectively.

By their nature, certain of our plans do not have plan assets.

The accumulated benefit obligation for these plans was $ 4.6 million and $ 4.6 million as of December 31, 2025 and 2024, respectively.

Amounts recognized in other comprehensive income in 2025 and 2024 were as follows:

Nonqualified Plan Non-U.S.

2 unchanged sentences

2025 2024 2023 2025 2024 2023 2025 2024 2023

Net actuarial loss 0.1 0.1 0.1 0.8 0.8 ( 0.9 ) 1.1 0.1 ( 0.7 )

Foreign exchange — — — ( 0.2 ) 0.1 — — — —

Amortization of net actuarial (loss) gain ( 0.1 ) ( 0.1 ) ( 0.1 ) 0.1 0.1 0.1 0.3 0.3 0.2

Amounts recorded in other comprehensive income $ — $ — $ — $ 0.7 $ 1.0 $ ( 0.8 ) $ 1.4 $ 0.4 $ ( 0.5 )

The components of the net periodic benefit expense (income) for the three years ended December 31 were as follows:

Nonqualified Plan Non-U.S.

Pension Benefits Postretirement

Medical Benefits

2025 2024 2023 2025 2024 2023 2025 2024 2023

Service cost $ — $ — $ — $ 0.1 $ 0.1 $ 0.1 $ — $ — $ —

2 unchanged sentences

Amortization of net actuarial loss (gain) 0.1 0.1 0.1 ( 0.1 ) ( 0.1 ) ( 0.1 ) ( 0.2 ) ( 0.3 ) ( 0.2 )

Net periodic benefit cost (credit) $ 0.1 $ 0.1 $ 0.1 $ ( 0.4 ) $ ( 0.2 ) $ 0.1 $ ( 0.1 ) $ 0.1 $ 0.2

The changes in accumulated other comprehensive loss for the three years ended December 31 were as follows:

Net periodic benefit expense (income) $ 0.1 $ 0.1 $ 0.1 $ ( 0.3 ) $ ( 0.4 ) $ ( 0.2 ) $ — $ ( 0.1 ) $ 0.1

Health Care Cost Trend Rates

Assumed health care cost trend rates as of December 31 were as follows:

Health care cost trend rate assumed next year 7.65 % 8.40 %

Ultimate trend rate 4.00 % 4.00 %

Year that trend reaches ultimate rate 2050 2047

We review our health care cost trend rates annually.

Our review is based on data we collect about our health care claims experience and information provided by our actuaries.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

Weighted-average assumptions used to determine benefit obligations as of December 31 were as follows:

Nonqualified Plan Non-U.S.

2 unchanged sentences

2025 2024 2025 2024 2025 2024

Net actuarial loss (gain) 0.1 0.1 ( 0.1 ) 0.8 ( 0.9 ) ( 5.0 ) 0.1 ( 0.7 ) ( 1.1 )

Foreign exchange — — — 0.1 — — — — —

Amortization of net actuarial (loss) gain ( 0.1 ) ( 0.1 ) ( 0.1 ) 0.1 0.1 — 0.3 0.2 —

Total recognized in other comprehensive (income) loss $ — $ — $ ( 0.2 ) $ 1.0 $ ( 0.8 ) $ ( 5.0 ) $ 0.4 $ ( 0.5 ) $ ( 1.1 )

Total recognized in net benefit cost (credit) and other comprehensive (income) loss $ 0.1 $ 0.1 $ ( 0.1 ) $ 0.6 $ ( 1.0 ) $ ( 4.9 ) $ 0.3 $ ( 0.4 ) $ ( 0.9 )

The following benefit payments, which reflect expected future service, are expected to be paid:

Discount rate 5.00 % 5.42 % 4.92 % 4.65 % 4.90 % 5.39 %

Rate of compensation increase — % — % 3.18 % 3.00 % — % — %

Weighted-average assumptions used to determine net periodic benefit costs as of December 31 were as follows:

Nonqualified Plan Non-U.S.

2 unchanged sentences

2025 2024 2023 2025 2024 2023 2025 2024 2023

Discount rate 5.42 % 5.07 % 5.37 % 4.65 % 4.26 % 4.68 % 5.39 % 5.06 % 5.37 %

Expected long-term rate of return on plan assets — % — % — % 6.10 % 6.10 % 6.10 % — % — % — %

Rate of compensation increase — % — % — % 3.00 % 3.00 % 2.25 % — % — % — %

The discount rate reflects the rate at which the benefit obligations could be effectively settled at the measurement date and is based on yields of high-quality corporate bonds with durations consistent with the plan liabilities.

The Company works with its outside actuaries to estimate the timing and amount of expected future benefit payments and applies a yield curve derived from high-quality corporate bond yields to those expected cash flows to determine the discount rate.

For 2025, the Company used the Mercer Above Mean Yield Curve for the U.S.

plans and the Mercer Yield Curve for the Non-U.S.

The expected long-term rate of return on plan assets reflects the target investment allocation and expected long-term portfolio returns for each Non-U.S.

pension plan.

Fair Value of Plan Assets

The fair value of our U.K.

Pension Plan and the respective level in the fair value hierarchy as of December 31, 2025 were as follows:

Quoted Prices in Active Markets for

Identical Assets Significant Observable Inputs Significant Unobservable Inputs

Asset category Fair Value (Level 1) (Level 2) (Level 3)

Investment account held by pension plan (a)

$ 7.2 $ 7.2 $ — $ —

Buy-in insurance contract (b)

Total $ 13.4 $ 7.2 $ — $ 6.2

(a) This category is comprised of investments in fixed income securities.

(b) This represents the U.K.

Pension Plan partial buy-in assets comprised of investments in insurance contracts.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

The fair value of our U.K.

Pension Plan and the respective level in the fair value hierarchy as of December 31, 2024 were as follows:

Quoted Prices in Active Markets for

Identical Assets Significant Observable Inputs Significant Unobservable Inputs

Asset category Fair Value (Level 1) (Level 2) (Level 3)

Investment account held by pension plan (a)

$ 6.7 $ — $ — $ 6.7

Buy-in insurance contract (b)

Total $ 12.6 $ — $ — $ 12.6

(a) This category is comprised of investments in insurance contracts.

(b) This represents the U.K.

Pension Plan partial buy-in assets comprised of investments in insurance contracts.

Estimates of the fair value of the U.K.

Pension Plan are prepared in accordance with the framework established under the accounting guidance for fair value measurements.

A summary of the three fair value hierarchy levels is provided in Note 12.

The Investment Account held by the U.K.

Pension Plan primarily invests in insurance contracts to fund the plan and continues to be classified as Level 3.

The fair value of these contracts is based on the cash surrender values determined by the provider, representing the amounts the plan would receive if the contracts were cashed out at year-end.

The underlying assets of these contracts are primarily invested in instruments traded in active markets.

In 2025, $7.2 million was reallocated from the insurance contracts to a bond fund.

This portion of the Investment Account is now classified as Level 1 reflecting its valuation based on observable market prices.

A reconciliation of the beginning and ending balances of the Level 3 investments of our U.K.

Pension Plan during the years ended December 31 was as follows:

Fair value at beginning of year $ 12.6 $ 12.7

Purchases, sales, issuances and settlements, net ( 0.5 ) ( 0.4 )

Net (loss) gain 0.3 ( 0.2 )

Net transfer into (out of) Level 3 ( 7.2 ) 0.7

Foreign currency 1.0 ( 0.2 )

Fair value at end of year $ 6.2 $ 12.6

The primary objective of our U.K.

Pension Plan is to meet retirement income commitments to plan participants at a reasonable cost to us and to maintain a sound actuarial funded status.

This objective is accomplished through growth of capital and safety of funds invested.

Assets are invested in securities to achieve growth of capital over inflation through appreciation and accumulation and reinvestment of dividend and interest income.

Investments are diversified to control risk.

Pension Plan is invested in insurance contracts with underlying investments primarily in equity and fixed income securities.

All other Pension Plans are unfunded, which is customary.

Future Contributions and Benefit Payments

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

We do not expect to be required to make contributions to our U.S.

Nonqualified Plan in 2026.

We expect to contribute $ 0.6 million to our U.S.

Retiree Plan in 2026.

We expect contributions to our U.K.

Pension Plan, German Pension Plan, French Pension Plan and Italian Pension Plans to be $ 0.3 million in 2026.

Estimated benefit payments, which reflect expected future service, as appropriate, are expected to be paid from 2026 to 2035 as follows:

Nonqualified Plan Non-U.S.

Pension Benefits Postretirement

Medical Benefits

2026 $ 0.1 $ 0.8 $ 0.6

2027 0.1 0.6 0.6

2028 0.1 0.8 0.6

2029 0.1 0.7 0.6

2030 0.1 0.9 0.5

2031 to 2035 0.3 4.1 2.0

Total $ 0.8 $ 7.9 $ 4.9

Defined Contribution Plans

Our defined contribution savings plan (“401(k) plan”) covers substantially all U.S.

Under this plan, we match up t o 3 % of the employee’s annual compensation in cash to be invested per their election.

We also make a discretionary profit sharing contribution to the 401(k) plan for employees with more than one year of service in accordance with our Profit Sharing Plan.

This contribution is based upon our financial performance and can be funded in the form of a direct deposit into the employees 401(k) account, cash, or a combination of both.

Expenses for the 401(k) plan, including profit sharing contributions, were $ 5.6 million, $ 10.0 million and $ 10.5 million during 2025, 2024 and 2023, respectively.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

8 unchanged sentences

Adjustments Pension and Postretirement

Medical Benefits Derivative Financial Instruments Unrealized Gain on Debt Securities Total

Medical Benefits Derivative Financial Instruments Unrealized Gain (Loss) on Debt Securities Total

December 31, 2023 $ ( 45.6 ) $ 3.7 $ ( 0.4 ) $ — $ ( 42.3 )

Other comprehensive (loss) income before reclassifications ( 28.6 ) ( 0.9 ) 2.0 0.2 ( 27.3 )

Amounts reclassified from accumulated other comprehensive loss ( 1.0 ) — ( 2.0 ) — ( 3.0 )

Amounts reclassified from AOCL ( 1.0 ) — ( 2.1 ) — ( 3.1 )

Net current period other comprehensive (loss) income ( 29.6 ) ( 0.9 ) ( 0.1 ) 0.2 ( 30.4 )

December 31, 2024 $ ( 75.2 ) $ 2.8 $ ( 0.5 ) $ 0.2 $ ( 72.7 )

Other comprehensive (loss) income before reclassifications ( 28.6 ) ( 0.9 ) 2.0 0.2 ( 27.3 )

Amounts reclassified from accumulated other comprehensive loss ( 1.0 ) — ( 2.1 ) — ( 3.1 )

Net current period other comprehensive (loss) income ( 29.6 ) ( 0.9 ) ( 0.1 ) 0.2 ( 30.4 )

Other comprehensive income (loss) before reclassifications 42.3 ( 1.7 ) 1.6 ( 0.5 ) 41.7

Amounts reclassified from AOCL ( 1.0 ) — ( 1.2 ) — ( 2.2 )

Net current period other comprehensive income (loss) 41.3 ( 1.7 ) 0.4 ( 0.5 ) 39.5

December 31, 2025 $ ( 33.9 ) $ 1.1 $ ( 0.1 ) $ ( 0.3 ) $ ( 33.2 )

1 unchanged sentence

Repurchase of Common Stock

On October 31, 2016, the Board of Directors authorized the repurchase of 1,000,000 shares of our common stock.

On February 11, 2025, the Board of Directors authorized the repurchase of up to 2,000,000 shares.

2 unchanged sentences

As of December 31, 2025, 1,514,063 shares were available to be repurchased.

The aggregate cost and average price per share does not include the effect of the 1% excise tax on certain share repurchases enacted under the Inflation Reduction Act of 2022.

The Company incurred $0.8 million of excise taxes during 2025.

The Company paid $ 19.6 million to repurchase 198,352 shares during the year ended December 31, 2024.

15 unchanged sentences

Total lease liabilities $ 58.3 $ 56.0

Finance lease assets are recorded net of accumulated amortization of $ 0.3 million and $ 0.1 million as of December 31, 2024 and December 31, 2023, respectively.

Finance lease assets are recorded net of accumulated amortization of $ 0.8 million and $ 0.3 million, and as of December 31, 2025 and December 31, 2024, respectively.

The lease cost for the three years ended December 31 was as follows:

4 unchanged sentences

Total lease cost $ 32.2 $ 30.3 $ 29.0

Includes short-term lease costs of $ 6.2 million and $ 5.9 million and variable lease costs of $ 2.4 million and $ 4.2 million for the years ended December 31, 2024 and December 31, 2023, respectively.

Includes short-term lease costs of $ 4.3 million, $ 6.2 million, and $5.9 million and variable lease costs of $ 3.0 million, $ 2.4 million and $4.2 million for the years ended December 31, 2025 and December 31, 2024, respectively.

Includes amortization of leased assets and interest on lease liabilities.

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Operating cash flows from operating leases $ 24.5 $ 21.3

Operating cash flows from finance leases 0.1 —

Financing cash flows from finance leases 0.4 0.2

6 unchanged sentences

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.

In the dispute, Oxygenator Water Technologies, Inc.

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

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

The Company strongly disagrees with the verdict and is exploring all available options, including seeking to overturn the verdict and the resulting judgment through an appeals process.

However, based on the jury verdict, the Company has recorded an accrued expense in selling and administrative expense in the Company's Consolidated Statements of Income

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 (the "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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

and a current liability in the Company's Consolidated Balance Sheets for the total amount of $ 14.5 million.

As the litigation process is not predictable and can lead to unexpected results, it is possible that the Company's exposure to loss could change after the issuance of these financials.

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

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 $ 6.0 million for the year ended December 31, 2025.

The Company and OWT have appealed certain of the Court's decisions.

In connection with the Company's appeal and in order to stay execution of the judgment pending resolution of the appeal, the Company obtained a supersedeas bond in the amount of $20.3 million, as required by the Court.

The bond was issued by a third-party surety, and the Company pays an annual premium related to the bond.

The bond secures payment of the judgment, including applicable post-judgment interest and costs, if the judgment is affirmed or otherwise becomes payable following the appeal.

The Company has not posted cash collateral in connection with the bond.

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 through its appeal and assessment of 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.

Other Matters

6 unchanged sentences

Total $ 57.9 $ 104.8 $ 123.8

Income tax expense (benefit) for the three years ended December 31 was as follows:

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

Income tax expense for the three years ended December 31 was as follows:

2025 2024 2023

12 unchanged sentences

In general, it is our practice and intention to permanently reinvest the earnings of our foreign subsidiaries and repatriate earnings only when the tax impact is zero or immaterial.

Accordingly, no deferred taxes have been provided for withholding taxes or other taxes that would result upon repatriation of our approximately $ 119.3 million of undistributed earnings from foreign subsidiaries to the United States as those earnings continue to be permanently reinvested.

In December 2021, the Organization for Economic Cooperation and Development (OECD), which is an international public policy setting organization comprised of member countries including the U.S., published a proposal for the establishment of a global minimum tax rate of 15% (the "Pillar Two rule").

Member states have

Accordingly, no deferred taxes have been provided for withholding taxes or other taxes that would result upon repatriation of our approximately $ 107.6 million of undistributed earnings from foreign subsidiaries to the United States as those earnings continue to be permanently reinvested or the earnings will be remitted in a tax-neutral transaction.

The following table presents the reconciliation between our statutory income tax and effective income tax for the year ended December 31, 2025 in accordance with ASU 2023-09, which was adopted prospectively in 2025:

Amount Percent

statutory rate $ 12.1 21.0 %

Increases (decreases) in the tax rate from:

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

Foreign tax effects:

Italy 0.7 1.1

Other 1.3 2.2

Research and development credits ( 3.1 ) ( 5.4 )

Other tax credits ( 0.1 ) ( 0.1 )

Nontaxable or nondeductible items:

Nondeductible executive compensation 2.2 3.8

Other nontaxable or nondeductible items ( 0.4 ) ( 0.6 )

Changes in unrecognized tax benefits ( 0.2 ) ( 0.4 )

Effective income tax rate $ 14.1 24.3 %

The state and local jurisdictions that contribute to the majority (greater than 50%) of the tax effect in this category include California, Florida, Georgia, Michigan, New Jersey, New York, Texas, Pennsylvania, and Wisconsin.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

begun implementing the rules through local legislation and the OECD continues to refine technical guidance.

We have considered the applicable developments under the Pillar Two rules and there is no material impact on the 2024 consolidated financial statements.

Our effective income tax rate varied from the U.S.

federal statutory tax rate for the three years ended December 31 as follows:

2024 2023 2022

The following table presents the reconciliation between our statutory income taxes and effective income taxes for the two years ended December 31 prior to the adoption of ASU 2023-09:

Tax at statutory rate 21.0 % 21.0 %

30 unchanged sentences

Net deferred tax assets $ 42.8 $ 41.5

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

Tax credit carryforwards consist of $ 5.8 million of U.S.

federal and state tax credits and $ 1.4 million of Netherlands tax credits.

We have non-U.S.

cumulative tax losses of $ 29.8 million in various countries ($ 7.7 million tax effected).

We have cumulative tax losses and other tax attributes of $ 63.0 million in various countries ($ 14.4 million tax effected).

Cumulative losses can be used to offset the income tax liabilities on future income in these countries.

Of these losses, $ 29.5 million have unlimited carryforward periods.

Less than $ 0.3 million of these losses have a limited carryforward period.

Of these losses and other tax attributes, $ 62.0 million have unlimited carryforward periods and $ 1.0 million have a limited carryforward period.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

The valuation allowance as of December 31, 2025 principally applies to foreign net operating losses as well as foreign and domestic tax credit carryforwards which, in the opinion of management, are more likely than not to expire unutilized.

However, to the extent that tax benefits related to these carryforwards are realized in the future, the reduction in the valuation allowance will reduce income tax expense.

In 2024, we recorded a net valuation allowance increase of $ 0.1 million due to the acquisition of TCS and internal restructuring.

As of December 31, 2024, we believe it is more likely than not that the remainder of our deferred tax assets are realizable.

The amount of cash income taxes paid for the year ended December 31, 2025, disaggregated in accordance with ASU 2023-09, is as follows:

state and local 2.0

Canada federal 0.7

Netherlands 0.7

Total foreign 8.9

Total income taxes paid $ 13.4

The amount of cash income taxes paid during the years ended December 31, 2024 and 2023 were $ 30.2 million and $ 39.5 million, respectively.

A reconciliation of the beginning and ending amount of unrecognized tax benefits was as follows:

Beginning balance 5.9 4.1

(Decreases) as a result of tax positions taken during a prior period — —

Increases as a result of tax positions taken during a prior period 0.4 —

Increases as a result of tax positions taken during the current year 0.5 0.9

Increase relating to prior period tax positions of acquired entities 1.4 —

Decreases relating to settlement with tax authorities — ( 0.2 )

Increases relating to prior period tax positions of acquired entities — 1.4

Decreases as a result of a lapse of the applicable statute of limitations ( 1.0 ) ( 0.5 )

Decreases as a result of foreign currency fluctuations — —

Increases as a result of foreign currency fluctuations 0.1 —

Ending balance $ 5.9 $ 5.9

11 unchanged sentences

Although the final outcome of these examinations cannot be currently determined, we believe that we have adequate reserves with respect to these examinations.

Share-Based Compensation

We have five plans under which we have awarded share-based compensation grants:

The 1997 Non-Employee Directors Option Plan ("1997 Plan"), which provided for stock option grants to our non-employee Directors, the 2007 Stock Incentive Plan (“2007 Plan”), the Amended and Restated 2010 Stock Incentive Plan, as Amended (“2010 Plan”), the 2017 Stock Incentive Plan ("2017 Plan") and the 2020 Amended and Restated Stock Incentive Plan ("2020 Plan").

As of December 31, 2024, there were 148,502 shares subject to outstanding compensation awards under the 2007 Plan, the 2010 Plan, and the 2017 Plan.

As of December 31, 2024, there were 1,846,357 shares available for issuance under the 2020 Plan.

The Compensation Committee of the Board of Directors determines the number of shares awarded and the grant date, subject to the terms of our equity award policy.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

We recognized total share-based compensation expense of $ 11.9 million, $ 11.6 million and $ 7.8 million, respectively, during the years ended 2024, 2023 and 2022.

The total excess tax benefit recognized for share-based compensation arrangements during the years ended 2024, 2023 and 2022 was $ 3.1 million, $ 0.1 million and $ 0.3 million, respectively.

On July 4, 2025, the U.S.

1 "A bill to provide for reconciliation pursuant to Title II of H.

14," commonly referred to as the One Big Beautiful Bill Act (the “Act”).

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 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

In May 2024, our shareholders approved the Amended and Restated 2020 Stock Incentive Plan (“2020 Plan”) at the Annual Meeting held on May 1, 2024.

Upon approval of the 2020 Plan, the Company’s prior equity compensation plans, including the former Non‑Employee Director Stock Option Plan, the 2007 Plan, the 2010 Plan, and the 2017 Plan, were terminated, although all outstanding awards under those plans remain in effect until exercised, forfeited, or expired in accordance with their terms.

Beginning May 1, 2024, all new share‑based compensation awards have been granted under the 2020 Plan.

When originally approved, the 2020 Plan authorized 1,750,000 shares of common stock for issuance.

The May 2024 shareholder approval of the Amended and Restated 2020 Plan increased the share reserve by an additional 1,100,000 shares, resulting in a total of 2,850,000 shares authorized for issuance under the 2020 Plan.

As of December 31, 2025, there were 1,563,640 shares available for issuance under the 2020 Plan.

Total compensation expense related to all share-based compensation plans was $ 10.4 million ($ 0.2 million net of tax benefit), $ 11.9 million ($ 3.1 million net of tax benefit) and $ 11.6 million ($ 0.1 million net of tax benefit), respectively, during the years ended 2025, 2024 and 2023.

Stock Option Awards

6 unchanged sentences

To determine the amount of compensation cost to be recognized in each period, we account for forfeitures as they occur.

We did not grant any stock options during 2024.

The following table illustrates the valuation assumptions used for the 2023 and 2022 stock option grants:

We did not grant any stock options during 2025 or 2024.

The following table illustrates the valuation assumptions used for the 2023 stock option grants:

Expected volatility 35 %

7 unchanged sentences

Stock options granted to employees are subject to accelerated expensing if the option holder meets the retirement definition set forth in the applicable equity and inventive plan.

The following table summarizes the activity during the year ended December 31, 2024 for stock option awards:

Shares Weighted-Average Exercise

Outstanding at beginning of year 642,431 $ 70.43

Exercised ( 340,027 ) 68.88

Forfeited — —

Outstanding at end of year 302,404 $ 72.18

Exercisable at end of year 247,575 $ 71.59

There were no options granted during the year ended December 31, 2024.

The weighted-average grant date fair value of stock options granted during the years ended 2023 and 2022 was $ 24.21 and $ 23.45 , respectively.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

The total intrinsic value of stock options exercised during the years ended December 31, 2024, 2023 and 2022 was $ 14.5 million, $ 5.9 million and $ 0.4 million, respectively.

The aggregate intrinsic value of options outstanding and exercisable at December 31, 2024 was $ 2.9 million and $ 2.5 million, respectively.

The weighted-average remaining contractual life for options outstanding and exercisable as of December 31, 2024 was 5.3 years and 4.8 years, respectively.

The following table summarizes stock option activity during the year ended December 31, 2025:

Number of Shares Weighted-Average Exercise

Price Weighted-Average Remaining Contractual Life (years) Aggregate Intrinsic Value

Outstanding as of January 1, 2025 302,404 $ 72.18

Exercised ( 10,471 ) 55.28

Outstanding as of December 31, 2025 291,933 $ 72.78 4.5 $ 1.0

Options exercisable as of December 31, 2025 273,531 $ 72.78 4.3 $ 1.0

Options expected to vest as of December 31, 2025 18,402 $ 72.88 7.2 $ —

There were no options granted during the year ended December 31, 2025 or 2024.

The weighted-average grant date fair value of stock options granted during the year ended 2023 was $ 24.21 .

The total intrinsic value of stock options that were exercised during the years ended December 31, 2025, 2024 and 2023 was $ 0.3 million, $ 14.5 million and $ 5.9 million, respectively.

As of December 31, 2025, there was unrecognized compensation cost related to nonvested stock options of $ 0.1 million, which is expected to be recognized over a weighted-average period of 0.2 years.

9 unchanged sentences

Expenses for these awards are recognized over the vesting period.

The following table summarizes the activity during the year ended December 31, 2024 for nonvested restricted share awards:

Shares Weighted-Average Grant Date Fair

Nonvested at beginning of year 84,966 $ 63.48

The following table summarizes restricted share award activity during the year ended December 31, 2025:

Number of Shares Weighted-Average Grant Date Fair

Outstanding as of January 31, 2025 86,205 $ 80.18

Granted 41,066 89.16

1 unchanged sentence

Forfeited ( 4,611 ) 98.20

Nonvested at end of year 86,205 $ 80.18

Outstanding as of December 31, 2025 106,563 $ 83.07

The weighted-average grant date fair value of restricted share awards granted during the years ended December 31, 2025, 2024 and 2023 was $ 89.16 , $ 110.16 and $ 72.88 , respectively.

1 unchanged sentence

As of December 31, 2025, there was $ 3.7 million of total unrecognized compensation cost related to restricted share awards, which is expected to be recognized over a weighted-average period of 1.8 years.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

Performance Share Awards

6 unchanged sentences

They are payable in stock and vest solely upon achievement of certain financial performance targets during this three-year period.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

The following table summarizes the activity during the year ended December 31, 2024 for nonvested performance share awards:

Shares Weighted-Average Grant Date Fair

Nonvested at beginning of year 153,148 $ 76.44

The following table summarizes performance share awards activity during the year ended December 31, 2025:

Number of Shares Weighted-Average Grant Date Fair

Outstanding as of January 1, 2025 149,617 $ 85.94

Granted 75,256 87.11

1 unchanged sentence

Forfeited ( 11,337 ) 93.32

Nonvested at end of year 149,617 $ 85.94

Outstanding as of December 31, 2025 155,883 $ 88.87

The weighted-average grant date fair value of performance share awards granted during the years ended December 31, 2025, 2024 and 2023 was $ 87.11 , $ 108.97 and $ 73.12 , respectively.

5 unchanged sentences

Expenses on these awards are recognized on a straight-line basis over the vesting period of the award.

The following table summarizes the activity during the year ended December 31, 2024 for nonvested restricted stock units:

Shares Weighted-Average Grant Date Fair

Nonvested at beginning of year 129,219 $ 73.89

The following table summarizes restricted stock units activity during the year ended December 31, 2025:

Number of Shares Weighted-Average Grant Date Fair

Outstanding as of January 1, 2025 132,143 $ 85.08

Granted 43,007 80.81

1 unchanged sentence

Forfeited ( 11,399 ) 91.14

Nonvested at end of year 132,143 $ 85.08

Outstanding as of December 31, 2025 126,122 $ 84.24

The weighted-average grant date fair value of restricted stock units granted during the years ended December 31, 2025, 2024 and 2023 was $80.81, $106.54 and $77.59, respectively.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

The total fair value of shares vested during the years ended December 31, 2025, 2024 and 2023 was $ 3.1 million, $ 2.2 million and $ 3.0 million, respectively.

2 unchanged sentences

As of December 31, 2025 and 2024, we had $ 0.6 million and $ 0.4 million in total share-based liabilities recorded on our consolidated balance sheets, respectively.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Tables in millions, except shares and per share data)

Income Attributable to Tennant Company Per Share

54 unchanged sentences

Apart from the United States and Italy shown in the table above, there are no other individual foreign locations which have long-lived assets which represent more than 10% of our consolidated long-lived assets.

Subsequent Event

On February 11, 2025, the Board of Directors authorized the repurchase of up to 2,000,000 shares of our common stock from time to time in the open market or in privately negotiated transactions, pursuant to a newly authorized share repurchase program.

The share repurchase program is in addition to the 2016 share repurchase program .

ITEM 9 – Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data