What changed in this filing

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Item 1. Financial Statements

2026-05-05 compared with 2025-11-04 · 177 added, 273 removed, 421 unchanged (52% of the section changed)

3 unchanged sentences

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

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net sales $ 297.9 $ 290.0

5 unchanged sentences

Interest expense, net ( 3.4 ) ( 2.3 )

Net foreign currency transaction (loss) gain — ( 0.4 ) ( 1.0 ) 0.1

Net foreign currency transaction loss ( 0.4 ) ( 0.2 )

Other (expense) income, net ( 0.2 ) 0.1

12 unchanged sentences

(In millions) Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net income $ 0.2 $ 13.1

Other comprehensive income (loss):

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

( 0.7 ) 12.9 38.6 ( 2.4 )

Other comprehensive (loss) income:

Foreign currency translation adjustments (net of related tax (expense) benefit of $( 0.3 ) and $ 0.2 , respectively)

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

— ( 0.2 ) — ( 0.2 )

Derivative financial instruments (net of related tax (expense) benefit of $( 0.2 ) and $ 0.0 , respectively)

0.2 ( 1.7 ) — ( 0.4 )

Total other comprehensive (loss) income, net of tax ( 4.1 ) 15.3

Total comprehensive income including noncontrolling interest 14.4 31.8 86.8 74.1

Total comprehensive (loss) income including noncontrolling interest ( 3.9 ) 28.4

Foreign currency translation adjustments attributable to noncontrolling interest — 0.4

Comprehensive income attributable to Tennant Company $ 14.4 $ 31.8 $ 86.3 $ 74.1

Comprehensive (loss) income attributable to Tennant Company $ ( 3.9 ) $ 28.0

See accompanying notes to consolidated financial statements.

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CONSOLIDATED BALANCE SHEETS

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

(In millions, except shares and per share data) March 31,

2026 December 31,

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CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions) Nine Months Ended

September 30,

(In millions) Three Months Ended

OPERATING ACTIVITIES

Net income $ 0.2 $ 13.1

Adjustments to reconcile net income to net cash provided by operating activities:

Adjustments to reconcile net income to net cash used in operating activities:

Depreciation expense 11.4 10.6

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Other assets and liabilities ( 10.2 ) ( 11.6 )

Net cash provided by operating activities 50.8 52.2

Net cash used in operating activities ( 31.2 ) ( 0.4 )

INVESTING ACTIVITIES

Purchases of property, plant and equipment ( 3.2 ) ( 7.0 )

Proceeds from sale of property, plant and equipment 1.5 —

Purchase of investment — ( 32.1 )

Payments made in connection with business acquisition, net of cash acquired ( 7.2 ) —

5 unchanged sentences

Repayments of borrowings ( 20.0 ) ( 0.8 )

Payment of debt financing costs — ( 2.2 )

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

Repurchases from exercise of stock options, net of employee tax withholdings obligations of $ 2.9 and $ 2.6 , respectively

( 2.3 ) ( 2.1 )

Repurchases of common stock ( 60.0 ) ( 20.2 )

Dividends paid ( 5.5 ) ( 5.6 )

Net cash (used in) provided by financing activities ( 36.0 ) ( 8.1 )

Net cash provided by (used in) financing activities 17.2 ( 13.7 )

Effect of exchange rate changes on cash and cash equivalents 0.5 0.7

3 unchanged sentences

SUPPLEMENTAL CASH FLOW INFORMATION

Nine Months Ended

September 30,

Three Months Ended

(In millions) 2026 2025

Cash paid for income taxes $ 11.2 $ 27.9

Cash (received) paid for income taxes $ ( 1.9 ) $ 3.5

Cash paid for interest 4.1 2.9

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Net income — — — 0.2 — 0.2 — 0.2

Other comprehensive income — — — — 15.3 15.3 — 15.3

Issue stock for directors, employee benefit and stock plans, net of related tax withholdings of 29,497 shares

89,695 ( 0.1 ) ( 2.1 ) — — ( 2.2 ) — ( 2.2 )

Share-based compensation — — 3.2 — — 3.2 — 3.2

Repurchases of common stock ( 235,866 ) — ( 20.2 ) — — ( 20.2 ) — ( 20.2 )

Dividends paid $ 0.295 per common share

— — — ( 5.6 ) — ( 5.6 ) — ( 5.6 )

Other — — — — — — 0.4 0.4

Balance, March 31, 2025 18,703,285 $ 7.0 $ 57.6 $ 617.2 $ ( 57.4 ) $ 624.4 $ 1.7 $ 626.1

Net income — — — 20.2 — 20.2 — 20.2

Other comprehensive income — — — — 23.8 23.8 — 23.8

Issue stock for directors, employee benefit and stock plans, net of related tax withholdings of 3,925 shares

8,865 — ( 0.3 ) — — ( 0.3 ) — ( 0.3 )

Share-based compensation — — 2.6 — — 2.6 — 2.6

Repurchases of common stock ( 179,824 ) — ( 13.4 ) — — ( 13.4 ) — ( 13.4 )

Dividends paid $ 0.295 per common share

— — — ( 5.4 ) — ( 5.4 ) — ( 5.4 )

Other — — — — — — 0.1 0.1

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

Net income — — — 14.9 — 14.9 — 14.9

Other comprehensive loss — — — — ( 4.1 ) ( 4.1 ) — ( 4.1 )

2 unchanged sentences

Share-based compensation — — 1.5 — — 1.5 — 1.5

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

Repurchases of common stock, including excise tax ( 949,770 ) ( 0.3 ) 0.8 ( 60.5 ) — ( 60.0 ) — ( 60.0 )

Dividends paid $ 0.310 per common share

1 unchanged sentence

Other — — ( 0.2 ) — ( 0.2 ) — ( 0.2 )

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

Balance, March 31, 2026 17,037,788 $ 6.4 $ — $ 562.1 $ ( 37.3 ) $ 531.2 $ 1.8 $ 533.0

Tennant Company Shareholders

9 unchanged sentences

Net income — — — 13.1 — 13.1 — 13.1

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

Other comprehensive income — — — — 15.3 15.3 — 15.3

Issue stock for directors, employee benefit and stock plans, net of related tax withholdings of 29,497 shares

1 unchanged sentence

Share-based compensation — — 3.2 — — 3.2 — 3.2

Repurchases of common stock ( 12,725 ) — ( 1.1 ) — — ( 1.1 ) — ( 1.1 )

Repurchases of common stock, including excise tax ( 235,866 ) — ( 20.2 ) — — ( 20.2 ) — ( 20.2 )

Dividends paid $ 0.295 per common share

— — — ( 5.6 ) — ( 5.6 ) — ( 5.6 )

Other — — — — — — 0.4 0.4

Balance, March 31, 2025 18,703,285 $ 7.0 $ 57.6 $ 617.2 $ ( 57.4 ) $ 624.4 $ 1.7 $ 626.1

Net income — — — 27.9 — 27.9 — 27.9

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

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

21,337 — 0.1 — — 0.1 — 0.1

Share-based compensation — — 2.1 — — 2.1 — 2.1

Repurchases of common stock ( 77,514 ) — ( 8.0 ) — — ( 8.0 ) — ( 8.0 )

Dividends paid $ 0.280 per common share

— — — ( 5.3 ) — ( 5.3 ) — ( 5.3 )

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

Net income — — — 20.8 — 20.8 — 20.8

Other comprehensive income — — — — 11.0 11.0 — 11.0

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

2,246 — — — — — — —

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

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

Dividends paid $ 0.280 per common share

— — — ( 5.3 ) — ( 5.3 ) — ( 5.3 )

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

See accompanying notes to consolidated financial statements.

2 unchanged sentences

(In millions, except shares and per share data)

Summary of Significant Accounting Policies

Nature of Business

Tennant Company ("the Company", "we", "us", or "our") is a world leader in designing, manufacturing and marketing solutions that help create a cleaner, safer, healthier world.

3 unchanged sentences

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.

Significant Accounting Policies

Basis of Presentation – The accompanying unaudited consolidated financial statements have been prepared in accordance with the U.S.

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The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

Reclassification – Certain prior period amounts have been reclassified to conform to the current period presentation (e.g.

payroll tax accruals are now classified from Employee Compensation and Benefits to Other Current Liabilities).

These reclassifications had no effect on previously reported results of operations, total assets, total liabilities or stockholders' equity.

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 17, Segment Reporting, for the inclusion of the new required disclosures.

There are no newly adopted accounting pronouncements during the three months ended March 31, 2026 that impacted the Company.

Disaggregation of Revenue

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Americas $ 194.0 $ 197.3

5 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Equipment $ 178.1 $ 172.8

4 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Sales direct to consumer $ 210.2 $ 205.1

14 unchanged sentences

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

Nine Months Ended

September 30,

Three Months Ended

Beginning balance $ 14.8 $ 16.1

4 unchanged sentences

Deferred Revenue

We sell separately priced prepaid contracts to our customers where we receive payment at the inception of the contract and defer recognition of the consideration received because we have to satisfy future performance obligations.

Our deferred revenue balance includes autonomous subscription sales and prepaid maintenance contracts on our machines ranging from 12 months to 60 months.

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

Deferred revenue represents consideration received or billed in advance of satisfying performance obligations that are recognized over time.

Our deferred revenue balance primarily consists of (i) amounts related to autonomous robotic machine ("AMR") arrangements that are recognized over time and (ii) prepaid service and maintenance contracts for our machines.

Service and maintenance contracts generally provide routine maintenance, parts coverage, and support services and are recognized ratably over the contractual service period, which typically ranges from 12 months to 60 months.

Prior to March 1, 2026, certain AMR customer arrangements required an active autonomy subscription for customers to benefit from autonomous functionality.

Amounts allocated to these subscription-based arrangements were recognized over the contractual subscription period and included in deferred revenue.

Effective March 1, 2026, the Company amended its AMR arrangements such that customers receive full rights to the embedded autonomy software upon delivery of the machine along with ongoing connectivity services.

Revenue associated with the embedded autonomy software is recognized at the time of sale.

Revenue related to connectivity services (which include cloud connectivity, software updates, diagnostic, monitoring and support services) is recognized on a straight line basis over the period the services are made available.

In arrangements that include multiple performance obligations, the transaction price is allocated to each performance obligation based on relative standalone selling prices.

The change in the deferred revenue balance was as follows:

Nine Months Ended

September 30,

Three Months Ended

Beginning balance $ 32.4 $ 20.6

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Ending balance $ 34.4 $ 22.5

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

As of March 31, 2026, $ 16.9 million and $ 17.5 million of deferred revenue was reported in other current liabilities and other liabilities, respectively, on our consolidated balance sheets.

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

4 unchanged sentences

Restructuring Actions

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

During the three months ended March 31, 2026, we incurred restructuring expenses as part of our ongoing global reorganization efforts.

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Severance-related costs $ 0.3 $ 1.5

Total pre-tax restructuring costs $ 0.3 $ 1.5

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

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

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

The charges in 2026 and 2025 impacted all operating segments and were related to a global workforce realignment to support our key strategic initiatives.

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

Nine Months Ended

September 30,

Three Months Ended

Beginning balance $ 7.4 $ 8.6

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Ending balance $ 5.1 $ 7.3

Clean Machine

On February 2, 2026, we acquired 100 % of Clean Machine Falkenberg AB and Repax AB (collectively, "Clean Machine"), as we continue to expand our footprint in the EMEA region.

The total purchase price was $7.7 million.

The financial results for Clean Machine have been included in our consolidated financial statements since the acquisition date.

The acquisition was not material to our consolidated financial statements.

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

The total purchase price was $ 3.6 million.

The financial results for R4Y

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

The financial results for R4Y have been included in our consolidated financial statements since the acquisition date.

The acquisition was not material to our consolidated financial statements.

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

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.

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

For more information, refer to Note 5, Acquisitions and Divestitures, to the Consolidated Financial Statements in the Company’s Form 10-K for the year ended December 31, 2024.

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

September 30,

2026 December 31,

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Goodwill and Intangible Assets

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

The changes in the carrying amount of goodwill for the three months ended March 31, 2026 were as follows:

Goodwill Accumulated

3 unchanged sentences

Foreign currency fluctuations ( 3.0 ) 0.6 ( 2.4 )

Balance as of September 30, 2025

Balance as of March 31, 2026

$ 244.6 $ ( 34.7 ) $ 209.9

1 unchanged sentence

Customer Lists Trade Names Technology Total

Balance as of September 30, 2025

Balance as of March 31, 2026

Original cost $ 176.3 $ 30.7 $ 16.8 $ 223.8

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Weighted average original life (in years) 14 10 12

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

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

Amortization expense on intangible assets for the three months ended March 31, 2026 and 2025 was $ 3.5 million and $ 3.4 million, respectively.

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

1 unchanged sentence

Thereafter 13.5

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

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 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 our 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 our 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"), which amends and restates the 2021 Credit Agreement as amended by 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"), which amends and restates the Amended and Restated Credit Agreement, dated April 5, 2021, as amended on November 10, 2022.

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.

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

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

We were in compliance with the above financial covenants as of March 31, 2026.

Debt Outstanding

Debt outstanding consisted of the following:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Credit facility borrowings:

1 unchanged sentence

Finance lease liabilities 1.2 1.1

Bank overdrafts — 0.8

Total debt 358.7 273.6

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Long-term debt $ 358.3 $ 273.2

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

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

(a) As of March 31, 2026, the Company was required to repay $ 0.4 million of finance lease liabilities over the next 12 months.

As of March 31, 2026, we had outstanding borrowings of $ 357.5 million under our revolving credit facility.

We had letters of credit and bank guarantees outstanding in the amount of $ 3.2 million, leaving approximately $ 289.3 million of unused borrowing capacity on our revolving facility.

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

Commitment fees on unused lines of credit for the three months ended March 31, 2026 were $ 0.1 million.

The overall weighted average cost of debt was approximately 5.0 % and net of related cross-currency swap instruments and fixed rate interest rate swap instruments was approximately 4.1 %.

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The changes in warranty reserves were as follows:

Nine Months Ended

September 30,

Three Months Ended

Beginning balance $ 9.7 $ 10.5

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Ending balance $ 9.5 $ 10.2

Hedge Accounting and Hedging Programs

We recognize all derivative instruments as either assets or liabilities in our 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 hedge accounting.

We evaluate hedge effectiveness on our hedges that are designated and qualify for hedge accounting at the inception of the hedge prospectively, as well as retrospectively, and record any ineffective portion of the hedging instruments along with the time value of purchased contracts in the same line item of the income statement as the item being hedged on our consolidated statements of income.

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

Balance Sheet Hedges

We hedge our net recognized foreign currency denominated assets and liabilities with foreign currency forward contracts to reduce the risk that the value of these assets and liabilities will be adversely affected by changes in exchange rates.

These contracts hedge assets and liabilities that are denominated in foreign currencies and are carried at fair value as either assets or liabilities on the consolidated balance sheets with changes in the fair value recorded to net foreign currency transaction gain (loss) in our consolidated statements of income.

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

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

We report all derivative instruments as either assets or liabilities in our consolidated balance sheets at fair value.

As a global organization, we are exposed to market risks, including fluctuations in foreign currency exchange rates and interest rates.

To manage the volatility associated with these exposures, we enter into derivative instruments from time to time in accordance with our risk management policies.

We designate instruments as hedges on a transaction basis to support hedge accounting when the applicable criteria are met.

The changes in fair value on these hedging instruments are intended to offset, in part or in whole, the corresponding changes in the fair value or cash flows of the underlying exposures being hedged.

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

We assess hedge effectiveness at the inception of the hedging relationship and on an ongoing basis, both prospectively and retrospectively, in accordance with our policy.

Any ineffective portion of a hedging instrument is recorded in the same line item of the consolidated statements of income as the item being hedged.

Our hedging policy also establishes maximum limits for each counterparty to reduce concentration of credit risk.

We do not purchase, hold, or sell derivative financial instruments for trading purposes.

Cash Flow Hedges

We manage our floating rate debt exposure using interest rate swaps.

Fixed rate swaps are used to reduce our risk of the possibility of increased interest costs.

We entered into an aggregate $ 120.0 million notional amount

of interest rate swaps effective December 1, 2022, that exchange a variable rate of interest for a fixed rate of interest of 4.076 %.

These interest rate swaps are designated as cash flow hedges.

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

The Company manages exposure to variability in cash flows related to its floating rate debt through the use of interest rate swaps.

As of March 31, 2026, the Company had interest rate swaps with an aggregate notional amount of $ 120.0 million that effectively convert a portion of its variable rate debt to a fixed interest rate of 3.443 %.

The interest rate swaps are designated as cash flow hedges under ASC 815.

Changes in the fair value of the swaps, net of tax, are recorded in accumulated other comprehensive loss and are reclassified to interest expense, net, in the periods in which the hedged interest payments affect earnings.

The swaps are scheduled to mature on October 1, 2029.

Fair Value Hedges

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

dollar foreign exchange cross-currency swaps associated with an intercompany loan from a wholly owned European subsidiary.

dollar foreign exchange cross-currency swaps associated with an intercompany loan to a wholly owned European subsidiary.

We enter into these foreign exchange cross-currency swaps to hedge the foreign currency risk associated with this intercompany loan, and accordingly, they are not speculative in nature.

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

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

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

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

As of March 31, 2026 and December 31, 2025, these cross-currency swaps included € 75.0 million of total notional value.

As of March 31, 2026, the aggregated scheduled interest payments over the course of the loan and related swaps amounted to € 2.4 million.

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 European subsidiaries.

dollar foreign exchange rate.

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

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

As of March 31, 2026 and December 31, 2025, the cross-currency swaps included € 75.0 million of total notional value.

These swaps are scheduled to mature in April 2027.

The fair value of derivative instruments on our consolidated balance sheets was as follows:

Derivative Assets Derivative Liabilities

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

Foreign Currency Forward Contracts Not Designated as Hedges

At March 31, 2026 and December 31, 2025, the notional amounts of foreign currency forward contracts outstanding not designated as hedging instruments were $ 85.5 million and $ 92.9 million, respectively.

Balance Sheet Classification

Derivatives are classified as either current or non-current assets or liabilities based on their anticipated settlement dates.

The following table summarizes the location and respective fair values of the Company's derivative financial instruments on a gross basis:

March 31, 2026

Other Current Assets Other Current Liabilities Other Assets Other Liabilities

Derivatives designated as cash flow hedges:

Interest rate swaps Other current assets $ — $ 0.1 Other current liabilities $ 0.5 $ —

Interest rate swaps Other assets — — Other liabilities 0.3 0.2

Interest rate swaps $ 0.2 $ — $ 0.1 $ —

Derivatives designated as fair value hedges:

Cross-currency swaps Other current assets 1.2 1.5 Other current liabilities — —

Cross-currency swaps Other assets — 0.5 Other liabilities 9.0 —

Cross-currency swaps 1.2 — — 7.4

Derivatives designated as net investment hedges:

Cross-currency swaps Other current assets 1.2 1.2 Other current liabilities — —

Cross-currency swaps Other assets — 0.2 Other liabilities 8.9 —

Cross-currency swaps 1.2 — — 7.4

Derivatives not designated as hedging instruments:

Foreign currency forward contracts (a)

Other current assets $ 0.7 $ 0.8 Other current liabilities $ — $ —

(a) Contracts that mature within the next 12 months are included in other current assets and other current liabilities for asset derivatives and liabilities derivatives, respectively, on our consolidated balance sheets.

Contracts with maturities greater than 12 months are included in other assets and other liabilities for asset derivatives and liability derivatives, respectively, in our consolidated balance sheets.

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

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

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

Three Months Ended

September 30,

Total Gain on Hedging Total Gain (Loss) on Hedging

Derivatives designated as cash flow hedges:

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

Net foreign currency transaction loss — — ( 0.4 ) —

Derivatives designated as fair value hedges:

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

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

Derivatives designated as net investment hedges:

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

Nine Months Ended September 30,

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

Foreign currency forward contracts 0.5 0.1 — —

December 31, 2025

Other Current Assets Other Current Liabilities Other Assets Other Liabilities

Derivatives designated as cash flow hedges:

Interest expense, net $ ( 6.9 ) $ 0.2 $ ( 7.5 ) $ 0.9

Net foreign currency transaction (loss) gain ( 1.0 ) — 0.1 —

Interest rate swaps $ — $ — $ — $ 0.4

Derivatives designated as fair value hedges:

Interest expense, net ( 6.9 ) 0.8 ( 7.5 ) 0.8

Net foreign currency transaction (loss) gain ( 1.0 ) ( 7.9 ) 0.1 ( 0.6 )

Cross-currency swaps 1.2 — — 8.9

Derivatives designated as net investment hedges:

Interest expense, net $ ( 6.9 ) $ 0.7 $ ( 7.5 ) $ 0.7

The effect of derivative instruments designated as hedges and derivative instruments not designated as hedges in our consolidated statements of income was as follows:

Cross-currency swaps 1.2 — — 8.9

Derivatives not designated as hedging instruments:

Foreign currency forward contracts 0.3 0.1 — —

The amount of the gains and losses on hedging instruments and the classification of those gains and losses within our consolidated financial statements for the three months ended March 31, 2026 were as follows:

Gain (Loss) Recognized in Accumulated Other Comprehensive Loss, net of tax Gain (Loss) Reclassified into Income

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

March 31, Three Months Ended

2026 2025 2026 2025 Location of Gain (Loss) in Income Statement

Derivatives designated as cash flow hedges:

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

$ 0.1 $ ( 1.7 ) $ ( 0.3 ) $ 0.4

Net gain reclassified from accumulated other comprehensive income (loss) into income, net of tax, effective portion to interest expense, net 0.1 0.3 0.2 0.9

Interest rate swaps $ 0.6 $ ( 0.4 ) $ — $ 0.1 Interest Expense, Net

Derivatives designated as fair value hedges:

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

3.1 0.6 1.2 0.9

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

Cross-currency swaps 0.3 0.7 0.2 0.3 Interest Expense, Net

Derivatives designated as net investment hedges:

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

( 2.1 ) ( 1.8 ) ( 6.3 ) 0.2

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

Cross-currency swaps 1.4 ( 1.9 ) 0.2 0.2 Interest Expense, Net

The amount of gains and losses on derivative instruments not designated as hedging instruments and the classification of those gains and losses within our consolidated financial statements during the three months ended March 31, 2026 were as follows:

Gain (Loss) Reclassified into Income

Three Months Ended

2026 2025 Location of Gain (Loss) in Income Statement

Derivatives not designated as hedging instruments:

Net (loss) gain recognized in income (b)

$ ( 0.2 ) $ ( 1.9 ) $ ( 8.3 ) $ 1.0

(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.

Foreign currency forward contracts $ 1.4 $ ( 2.5 ) Net foreign currency transaction loss

During the next twelve-month period, net (losses) gains expected to be reclassified into earnings are shown below:

Interest rate swaps $ ( 0.1 )

Cross-currency swaps 1.2

Such losses will be reclassified at the time that the underlying hedged transactions are realized.

Fair Value Measurements

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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.

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

The investment securities include $ 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 (see Note 12 – Equity Method Investments).

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

The Company estimates fair value using Level 3 inputs.

As of March 31, 2026 and December 31, 2025, the cost and market values of our debt and equity securities were as follows:

Cost Fair Value Gross Unrealized Gains Gross Unrealized Losses

Balance as of September 30, 2025

Balance as of March 31, 2026

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

Equity securities 20.0 20.0 — —

Total debt and equity securities $ 32.1 $ 32.3 $ 0.2 $ —

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

Balance as of December 31, 2025

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

Equity securities 20.0 20.0 — —

Total debt and equity securities $ 32.1 $ 32.3 $ 0.2 $ —

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

The aggregate unrealized gains and losses on available-for-sale debt securities, net of tax effects, are classified in accumulated other comprehensive loss within shareholders' equity.

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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.

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:

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

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

Our population of assets and liabilities subject to fair value measurements at March 31, 2026 was as follows:

Value Level 1 Level 2 Level 3

Equity securities $ 20.0 $ — $ — $ 20.0

Debt securities 11.8 — — 11.8

1 unchanged sentence

Cross-currency swaps 2.4 — 2.4 —

Interest rate swaps 0.3 — 0.3 —

Total assets 15.0 — 3.2 11.8

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Cross-currency swaps 14.8 — 14.8 —

Interest rate swaps 0.8 — 0.8 —

Total liabilities $ 14.9 $ — $ 14.9 $ —

1 unchanged sentence

Value Level 1 Level 2 Level 3

Equity securities $ 20.0 $ — $ — $ 20.0

Debt securities 11.8 — — 11.8

1 unchanged sentence

Cross-currency swaps 2.4 — 2.4 —

Interest rate swaps 0.1 — 0.1 —

Total assets 14.5 — 2.7 11.8

Foreign currency forward contracts 0.1 — 0.1 —

Cross-currency swaps 17.8 — 17.8 —

Interest rate swaps 0.4 — 0.4 —

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

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

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

There were no transfers into or out of Level 3 investments in the periods ended March 31, 2026 and December 31, 2025.

The fair value and carrying value of total debt, including current portion, was $ 370.6 million and $ 358.7 million, respectively, as of March 31, 2026.

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.

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 11 - 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 its 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 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 lag, based on the investee's most recently available financial statements.

The Company did not recognize material equity method earnings/(losses) for the three months ended March 31, 2026.

As of March 31, 2026, 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.

Commitments and Contingencies

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Tennant Company

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

Oxygenator Water Technologies, Inc.

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

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

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

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

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

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

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

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

The Company is a defendant in an intellectual property litigation matter with Oxygenator Water Technologies, Inc.

(OWT) in the United States District Court for the District of Minnesota.

In November 2024, a jury returned a verdict against the Company, and in September 2025, the Court issued a post‑trial ruling enhancing damages.

As of December 31, 2025 the Company has recorded a total accrued liability of approximately $ 20.5 million related to this matter.

In the first quarter of 2026, the Company recorded an incremental accrued expense and corresponding liability of $ 0.2 million based on updated estimates of interest costs.

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

To stay execution of the judgment pending appeal, the Company has obtained a supersedeas bond in the amount of $ 20.3 million.

The bond was issued by a third‑party surety, and no cash collateral has been posted.

While the ultimate resolution of this matter is uncertain, management believes it has appropriately accrued for its current estimate of probable loss.

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

Other Matters

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

2 unchanged sentences

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

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Foreign Currency

Adjustments (1)

Pension and Post-

Adjustments Pension and Post-

Retirement Medical

Benefits Derivative Financial Instruments Unrealized Gain on Debt Securities Total

Benefits Derivative Financial Instruments Unrealized Loss on Debt Securities Total

Beginning balance $ ( 33.9 ) $ 1.1 $ ( 0.1 ) $ ( 0.3 ) $ ( 33.2 )

Other comprehensive income before reclassifications 39.3 — 0.9 — 40.2

Other comprehensive (loss) income before reclassifications ( 4.6 ) — 0.9 — ( 3.7 )

Amounts reclassified from accumulated other comprehensive loss ( 0.2 ) — ( 0.2 ) — ( 0.4 )

Net current period other comprehensive income 38.6 — — — 38.6

Net current period other comprehensive (loss) income ( 4.8 ) — 0.7 — ( 4.1 )

Ending balance $ ( 38.7 ) $ 1.1 $ 0.6 $ ( 0.3 ) $ ( 37.3 )

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

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Foreign Currency

Adjustments Pension and Post-

Adjustments (1)

Pension and Post-

Retirement Medical

Benefits Derivative Financial Instruments Total

Benefits Derivative Financial Instruments Unrealized Gain on Debt Securities Total

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

Other comprehensive (loss) income before reclassifications ( 1.7 ) ( 0.2 ) 1.3 ( 0.6 )

Other comprehensive income (loss) before reclassifications 15.7 ( 0.1 ) 0.3 — 15.9

Amounts reclassified from accumulated other comprehensive loss ( 0.2 ) — ( 0.4 ) — ( 0.6 )

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

Net current period other comprehensive income (loss) 15.5 ( 0.1 ) ( 0.1 ) — 15.3

Ending balance $ ( 59.7 ) $ 2.7 $ ( 0.6 ) $ 0.2 $ ( 57.4 )

(1) Includes foreign currency translation adjustments attributable to noncontrolling interests of $ 0.4 million.

We and our subsidiaries are subject to U.S.

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

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

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

In addition to the liability of $ 6.1 million for unrecognized tax benefits as of March 31, 2026, there was approximately $ 0.9 million for accrued interest and penalties.

The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of March 31, 2026 was $ 5.5 million.

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

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

Our share-based compensation plans are described in Note 18 of our annual report on Form 10-K for the year ended December 31, 2025.

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

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

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

During the three months ended March 31, 2026 and 2025, we recognized total share-based compensation expense of $ 1.5 million and $ 3.2 million, respectively.

The total excess tax recognized for share-based compensation arrangements during the three months ended March 31, 2026 and 2025 was a tax expense of $ 0.4 million and a tax benefit of $ 0.2 million, respectively.

Income Attributable to Tennant Company Per Share

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net income $ 0.2 $ 13.1

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Diluted earnings per share $ 0.01 $ 0.69

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

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

weighted average shares outstanding, or during periods of net loss, as their inclusion would have been anti-dilutive.

Excluded from the dilutive securities presented above were options to purchase and shares to be paid out under share-based compensation plans totaling 232,444 and 83,269 shares of common stock for the three months ended March 31, 2026 and 2025, respectively.

These instruments were excluded when their exercise prices exceeded the average market price of our common stock for the period, when the number of shares we can repurchase under the treasury stock method exceeded the weighted average shares outstanding, or during periods of net loss, as their inclusion would have been anti-dilutive.

Segment Reporting

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Other segment items within net income include net foreign currency transaction gain (loss), interest expense, net, other (expense) income, net, and income tax expense.

Subsequent Event

On April 29, 2026, the Board of Directors authorized a new share repurchase program under which the Company may repurchase up to 2,000,000 shares its our common stock through open market or privately negotiated transactions.

This authorization is in addition to the approximately 560,000 shares remaining under the Company's existing share repurchase program.

As a result, the Company has aggregate capacity to repurchase up to approximately 2,560,000 shares of its common stock.

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

What changed 10-Q

Item 1. Financial Statements