15 unchanged sentences
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: Under the supervision of the Audit Committee of the Board of Directors and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer and Principal Accounting Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring
−Removed: Organizations of the Treadway Commission (COSO).
+Added: Under the supervision of the Audit Committee of the Board of Directors and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer and Principal Accounting Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on our assessment and those criteria, our Chief Executive Officer and Chief Financial Officer and Principal Accounting Officer concluded that our internal control over financial reporting was effective as of December 31, 2025.
−Removed: We acquired M&F Management and Financing GmbH ("M&F"), the parent company of TCS EMEA GmbH ("TCS") in February 2024, which was accounted for as a business combination.
−Removed: Management excluded from its assessment of the effectiveness of our internal control over financial reporting as of and for the year ended December 31, 2024 TCS's internal control over financial reporting associated with $37.2 million of total assets and $22.0 million of total revenues included in the consolidated financial statements of the Company as of and for the year ended December 31, 2024.
−Removed: This exclusion is in accordance with the SEC's guidance, which permits companies to omit an acquired business's internal control over financial reporting from management's assessment for up to one year from the date of the acquisition.
Deloitte & Touche LLP, our independent registered public accounting firm, has audited the effectiveness of the Company's internal control over financial reporting as of December 31, 2025 and has issued a report which is included in Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
−Removed: There were no significant changes in the Company's internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
+Added: During 2023, we began a multi-year implementation of our new global ERP system, designed to modernize our operating and transactional financial systems.
+Added: In 2025, we completed the initial go-live phase of the ERP system in the Americas and APAC regions.
+Added: As part of this deployment, we modified certain existing internal controls over financial reporting and implemented new controls and procedures to reflect changes in our financial reporting processes and systems.
+Added: Except for the changes described above, there were no other changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B – Other Information
2 unchanged sentences
ITEM 10 – Directors, Executive Officers and Corporate Governance
−Removed: Information required under this item with respect to directors is contained in the section entitled “Board of Directors” as part of our 2025 Proxy Statement and is incorporated herein by reference.
+Added: Information required under this item with respect to directors is contained in the sections entitled “Board of Directors” and "Delinquent Section 16(a) Reports" as part of our 2026 Proxy Statement and is incorporated herein by reference.
See also Item 1, Information About Our Executive Officers in Part I hereof.
6 unchanged sentences
ITEM 11 – Executive Compensation
−Removed: Information required under this item is contained in the sections entitled “Director Compensation," “Executive Compensation Information” and "Pay Ratio" as part of our 2025 Proxy Statement and is incorporated herein by reference.
+Added: Information required under this item is contained in the sections entitled “Director Compensation," “Executive Compensation Information,” (other than "Pay Versus Performance," which is not incorporated) as part of our 2026 Proxy Statement and is incorporated herein by reference.
ITEM 12 – Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
37 unchanged sentences
Charged to other accounts (a)
−Removed: 0.4 0.2 ( 0.1 )
Balance at end of year $ 3.9 $ 3.3 $ 3.2
69 unchanged sentences
Incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed on May 10, 2021.
−Removed: 10.25 Restricted Stock Agreement (Inducement Grant), between Fay West and Tennant Company, dated May 7, 2021*
−Removed: Incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8 filed on May 10, 2021.
−Removed: 10.26 Restricted Stock Unit Agreement (Performance Based Inducement Grant), between Fay West and Tennant Company, dated May 7, 2021*
−Removed: Incorporated by reference to Exhibit 99.3 to the Company’s Registration Statement on Form S-8 filed on May 10, 2021.
−Removed: 10.27 Restricted Stock Unit Agreement (Inducement Grant), between Fay West and Tennant Company, dated May 7, 2021*
−Removed: Incorporated by reference to Exhibit 99.4 to the Company’s Registration Statement on Form S-8 filed on May 10, 2021.
10.25 Second Amended and Restated Credit Agreement, dated August 7, 2024
2 unchanged sentences
Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended June 30, 2021.
+Added: 10.27 Cooperation Agreement
+Added: Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 13, 2026.
19 Insider Trading Policy
−Removed: Filed herewith electronically.
+Added: Incorporated by reference to Exhibit 19 to the Company’s Annual Report on Form 10-K filed on February 18, 2025
21 Subsidiaries of the Registrant
38 unchanged sentences
Date February 24, 2026 Date February 24, 2026
+Added: A majority of the Board of Directors:
By /s/ Azita Arvani By /s/ Donal L.
13 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.