3 unchanged sentences
(in Millions, except share amounts)
−Removed: March 31, 2026 December 31, 2025
+Added: June 30, 2026 December 31, 2025
Current assets:
28 unchanged sentences
shares issued and outstanding:
−Removed: 167,032,113 at March 31, 2026 and 166,981,602 at December 31, 2025
+Added: 166,070,847 at June 30, 2026 and 166,981,602 at December 31, 2025
Additional paid-in capital 2,797.8 2,810.0
7 unchanged sentences
(in Millions, except share and per share amounts)
−Removed: Three Months Ended
−Removed: March 31, 2026 March 31, 2025
+Added: Three Months Ended Six Months Ended
+Added: June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Net sales $ 491.0 $ 444.5 $ 924.0 $ 833.3
7 unchanged sentences
Interest expense, net ( 6.1 ) ( 7.7 ) ( 12.3 ) ( 15.0 )
−Removed: Other income, net 1.0 —
+Added: Other income (expense), net 3.9 ( 2.0 ) 4.9 ( 2.0 )
Income before income taxes 150.1 67.9 227.0 124.0
19 unchanged sentences
(in Millions)
−Removed: Three Months Ended
−Removed: March 31, 2026 March 31, 2025
+Added: Three Months Ended Six Months Ended
+Added: June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Net income $ 113.3 $ 50.5 $ 172.2 $ 94.1
−Removed: Other comprehensive loss:
+Added: Other comprehensive income (loss):
Foreign currency translation adjustments ( 2.5 ) 4.9 ( 4.1 ) 4.7
−Removed: Other comprehensive loss, net of tax ( 1.6 ) ( 0.2 )
+Added: Other comprehensive income (loss), net of tax ( 2.5 ) 4.9 ( 4.1 ) 4.7
Total comprehensive income $ 110.8 $ 55.4 $ 168.1 $ 98.8
3 unchanged sentences
(in Millions)
−Removed: Three Months Ended
−Removed: March 31, 2026 March 31, 2025
+Added: Six Months Ended
+Added: June 30, 2026 June 30, 2025
Operating activities
28 unchanged sentences
Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 1.1 ) 2.4
−Removed: Decrease in cash, cash equivalents and restricted cash ( 27.0 ) ( 53.3 )
+Added: Increase in cash, cash equivalents and restricted cash 64.5 3.9
Cash, cash equivalents and restricted cash at beginning of period 300.5 198.0
3 unchanged sentences
Notes to Condensed Consolidated Financial Statements
−Removed: March 31, 2026
+Added: June 30, 2026
Basis of Presentation and Significant Accounting Policies
14 unchanged sentences
The Company is evaluating the impact of the adoption of ASU 2024-03 on the consolidated financial statements.
−Removed: In September 2025, the FASB issued Accounting Standards Update 2025-06 “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):
−Removed: Targeted Improvements to the Accounting for Internal-Use Software” ("ASU 2025-06"), which replaces the stage-based capitalization model for the treatment of development costs of internal-use software with a principles-based framework, reflecting modern software development practices.
−Removed: In addition, ASU 2025-06 requires companies to capitalize software costs once management authorizes and commits to funding with probable completion and use.
−Removed: This guidance will be effective for annual reporting periods beginning after December 15, 2027, and for interim periods within annual reporting periods within those annual reporting periods, and allows multiple transition methods, including retrospective, prospective, or modified prospective application, with early adoption permitted.
−Removed: The Company determined the impact of the adoption of ASU 2025-06 is not material on the consolidated financial statements.
Restructuring and Other Similar Charges
−Removed: During the three months ended March 31, 2026, the Company continued to execute various restructuring actions.
+Added: During the three and six months ended June 30, 2026, the Company continued to execute various restructuring actions.
These initiatives were implemented to drive efficiencies and reduce operating costs while also modifying the Company's footprint to reflect changes in the markets it serves, the impact of mergers and acquisitions on the Company's overall manufacturing capacity and the refinement of its overall product portfolio.
−Removed: These restructuring actions primarily resulted in
−Removed: workforce reductions, lease termination costs and other facility rationalization costs.
+Added: These restructuring actions primarily resulted in workforce reductions, lease termination costs and other facility rationalization costs.
Management expects to continue executing similar initiatives to optimize the Company's operating margin and manufacturing footprint.
2 unchanged sentences
The Company accounts for restructuring costs in the period in which the liability is incurred.
−Removed: The following table summarizes the Company's restructuring and other similar charges during the three months ended March 31, 2026 and March 31, 2025, (in millions):
−Removed: Three Months Ended
−Removed: March 31, 2026 March 31, 2025
+Added: The following table summarizes the Company's restructuring and other similar charges during the three and six months ended June 30, 2026 and June 30, 2025, (in millions):
+Added: Three Months Ended Six Months Ended
+Added: June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Employee termination benefits $ 1.2 $ 0.8 $ 1.3 $ 1.3
1 unchanged sentence
Total restructuring and other similar charges $ 1.8 $ 1.9 $ 2.7 $ 3.6
−Removed: The following table summarizes the activity in the Company's restructuring accrual for the three months ended March 31, 2026 (in millions):
+Added: The following table summarizes the activity in the Company's restructuring accrual for the six months ended June 30, 2026 (in millions):
Employee termination benefits Contract termination and other associated costs Total
2 unchanged sentences
Cash payments ( 1.6 ) ( 1.7 ) ( 3.3 )
−Removed: Accrued restructuring costs, March 31, 2026 (1) $ 0.8 $ 0.1 $ 0.9
−Removed: (1) As of March 31, 2026 and December 31, 2025, the restructuring accrual is included in other current liabilities in the condensed consolidated balance sheets.
+Added: Accrued restructuring costs, June 30, 2026 (1) $ 1.3 $ — $ 1.3
+Added: (1) As of June 30, 2026 and December 31, 2025, the restructuring accrual is included in other current liabilities in the condensed consolidated balance sheets.
Discontinued Operations
−Removed: During the year ended December 31, 2021, the Company completed the Spin-Off Transaction (the “Spin-Off Transaction”) of the Company's Process & Motion Control ("PMC") business.
+Added: During the year ended December 31, 2021, the Company completed a Reverse Morris Trust tax-free spin-off transaction (the “Spin-Off Transaction”) of the Company's Process & Motion Control ("PMC") business.
The operating results of PMC are reported as discontinued operations in the condensed consolidated statements of operations for all periods presented, as the Spin-Off Transaction of PMC represented a strategic shift that had a major impact on operations and financial results.
−Removed: The condensed consolidated statements of cash flows for the three months ended March 31, 2026 and March 31, 2025 have not been adjusted to separately disclose cash flows related to the discontinued operations.
−Removed: The major components of the income from discontinued operations, net of tax presented in the condensed consolidated statements of operations for the three months ended March 31, 2026 and March 31, 2025, are as follows (in millions):
−Removed: Three Months Ended
−Removed: March 31, 2026 March 31, 2025
+Added: The condensed consolidated statements of cash flows for the six months ended June 30, 2026 and June 30, 2025 have not been adjusted to separately disclose cash flows related to the discontinued operations.
+Added: The major components of the income from discontinued operations, net of tax presented in the condensed consolidated statements of operations for the three and six months ended June 30, 2026 and June 30, 2025, are as follows (in millions):
+Added: Three Months Ended Six Months Ended
+Added: June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Selling, general and administrative income (1) $ ( 0.3 ) $ — $ ( 0.3 ) $ ( 2.6 )
Income from discontinued operations before income tax 0.3 — 0.3 2.6
+Added: Income tax benefit 0.5 0.4 0.5 0.4
Income from discontinued operations, net of tax $ 0.8 $ 0.4 $ 0.8 $ 3.0
7 unchanged sentences
The expected costs associated with standard warranties continue to be recognized as an expense when the products are sold.
−Removed: When the contract provides the customer the right to return eligible products or when the customer is part of a sales rebate program, the Company reduces revenue at the point of sale using current facts and historical experience by using an estimate for expected product returns and rebates associated with the transaction.
+Added: When the contract provides the customer the right to return eligible products or when the customer is part of a sales rebate program, the Company reduces revenue at the point of sale using current facts and historical experience to estimate for expected product returns and rebates associated with the transaction.
The Company adjusts these estimates at the earlier of when the most likely amount of consideration that is expected to be received changes or when the consideration becomes fixed.
3 unchanged sentences
The Company classifies shipping and handling fees billed to customers as net sales and the corresponding costs are classified as cost of sales in the condensed consolidated statements of operations.
−Removed: Unsatisfied performance obligations as of March 31, 2026 have an expected duration of one year or less.
+Added: Unsatisfied performance obligations as of June 30, 2026 have an expected duration of one year or less.
Revenue by Category
2 unchanged sentences
The following tables present revenue disaggregated by customer type and the geographic region of the end customer (in millions):
−Removed: Three Months Ended
−Removed: Customer Type March 31, 2026 March 31, 2025
+Added: Three Months Ended Six Months Ended
+Added: Customer Type June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Institutional $ 245.1 $ 217.8 $ 459.3 $ 409.2
2 unchanged sentences
Total $ 491.0 $ 444.5 $ 924.0 $ 833.3
−Removed: Three Months Ended
−Removed: Geography March 31, 2026 March 31, 2025
+Added: Three Months Ended Six Months Ended
+Added: Geography June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
United States $ 452.1 $ 410.4 $ 850.7 $ 767.9
9 unchanged sentences
A contract liability exists when the Company has received consideration or the amount is due from the customer in advance of revenue recognition.
−Removed: Contract liabilities and contract assets as of March 31, 2026 and December 31, 2025 were not material.
+Added: Contract liabilities and contract assets as of June 30, 2026 and December 31, 2025 were not material.
Timing of Performance Obligations Satisfied at a Point in Time
19 unchanged sentences
system for taxing international corporate income.
−Removed: These changes did not have a material impact on the financial statements for the period ended March 31, 2026.
+Added: These changes did not have a material impact on the financial statements for the period ended June 30, 2026.
The Company is continuing to monitor these business tax provisions for further guidance from the U.S.
6 unchanged sentences
Future changes to the balances of these valuation allowances, as a result of this continued review and analysis by the Company, could impact the financial statements for such period of change.
−Removed: The income tax provision was $ 18.0 million for the three months ended March 31, 2026, compared to $ 15.1 million for the three months ended March 31, 2025.
−Removed: The effective income tax rate for the three months ended March 31, 2026 was 23.4 % versus 26.9 % for the three months ended March 31, 2025.
−Removed: The effective income tax rate for the three months ended March 31, 2026 and March 31, 2025 was above the U.S.
+Added: The income tax provision was $ 37.6 million for the three months ended June 30, 2026, compared to $ 17.8 million for the three months ended June 30, 2025.
+Added: The effective income tax rate for the three months ended June 30, 2026 was 25.0 % versus 26.2 % for the three months ended June 30, 2025.
+Added: The effective income tax rate for the three months ended June 30, 2026 and June 30, 2025 was above the U.S.
federal statutory rate of 21% primarily due to the accrual of additional income taxes associated with compensation deduction limitations under Section 162(m) of the Internal Revenue Code, the accrual of various state income taxes and the accrual of foreign income taxes, which are generally above the U.S.
+Added: federal statutory rate, partially offset by the recognition of certain previously unrecognized tax benefits due to the lapse of the applicable statutes of limitations and by the recognition of income tax benefits associated with share-based payments.
+Added: The income tax provision was $ 55.6 million for the six months ended June 30, 2026, compared to $ 32.9 million for the six months ended June 30, 2025.
+Added: The effective income tax rate for the six months ended June 30, 2026 was 24.5 % versus 26.5 %
+Added: for the six months ended June 30, 2025.
+Added: The effective income tax rate for the six months ended June 30, 2026 and June 30, 2025 was above the U.S.
+Added: federal statutory rate of 21% primarily due to the accrual of additional income taxes associated with compensation deduction limitations under Section 162(m) of the Internal Revenue Code, the accrual of various state income taxes and the accrual of foreign income taxes, which are generally above the U.S.
federal statutory rate, partially offset by the recognition of certain previously unrecognized tax benefits due to the lapse of the applicable statutes of limitations and the recognition of income tax benefits associated with share-based payments.
−Removed: The Company’s total liability for net unrecognized tax benefits as of March 31, 2026 and December 31, 2025 was $ 0.6 million and $ 0.6 million, respectively.
+Added: The Company’s total liability for net unrecognized tax benefits as of June 30, 2026 and December 31, 2025 was $ 0.7 million and $ 0.6 million, respectively.
The Company recognizes accrued interest and penalties related to unrecognized income tax benefits in income tax expense.
−Removed: As of March 31, 2026 and December 31, 2025, the total amount of unrecognized tax benefits includes gross accrued interest and penalties of $ 0.1 million and $ 0.1 million, respectively.
+Added: As of June 30, 2026 and December 31, 2025, the total amount of unrecognized tax benefits includes gross accrued interest and penalties of $ 0.1 million and $ 0.1 million, respectively.
The Company conducts business in multiple locations within and outside the U.S.
7 unchanged sentences
Diluted net income per share from continuing and discontinued operations is computed based on the weighted average number of common shares outstanding, increased by the number of incremental shares that would have been outstanding if the potential dilutive shares were issued through the exercise of outstanding stock options to purchase common shares and the vesting of restricted stock units and performance stock units using the treasury stock method, except when the effect would be anti-dilutive.
−Removed: The computation for diluted net income per share for the three months ended March 31, 2026 and March 31, 2025 excludes 0.2 million and 0.2 million shares, respectively, due to their anti-dilutive effects.
+Added: The computation for diluted net income per share for the three and six months ended June 30, 2026 excludes 0.1 million and 0.3 million shares due to their anti-dilutive effects, respectively.
+Added: The computation for diluted net income per share for the three and six months ended June 30, 2025 excludes 0.1 million shares and 0.1 million shares, respectively, due to their anti-dilutive effects.
Stockholders' Equity
10 unchanged sentences
Balance at March 31, 2025 $ 1.7 $ 2,824.0 $ ( 1,203.1 ) $ ( 74.6 ) $ 1,548.0
+Added: Total comprehensive income — — 50.5 4.9 55.4
+Added: Stock-based compensation expense — 9.0 — — 9.0
+Added: Proceeds from exercise of stock options and ESPP contributions — 1.3 — — 1.3
+Added: Repurchase of common stock — — ( 32.9 ) — ( 32.9 )
+Added: Common stock dividends ($ 0.09 per share)
+Added: — ( 16.4 ) — — ( 16.4 )
+Added: Balance at June 30, 2025 $ 1.7 $ 2,817.9 $ ( 1,185.5 ) $ ( 69.7 ) $ 1,564.4
Common stock (1) Additional
11 unchanged sentences
Balance at March 31, 2026 $ 1.7 $ 2,806.2 $ ( 1,122.8 ) $ ( 78.3 ) $ 1,606.8
−Removed: (1) During the three months ended March 31, 2026 and March 31, 2025, the Company issued 1,097,802 and 488,137 shares of common stock, upon the exercise of stock options, vesting of restricted stock units and performance stock units, and for other common stock issuances, respectively.
+Added: Total comprehensive income — — 113.3 ( 2.5 ) 110.8
+Added: Stock-based compensation expense — 9.2 — — 9.2
+Added: Proceeds from exercise of stock options and ESPP contributions — 1.0 — — 1.0
+Added: Repurchase of common stock — — ( 50.1 ) — ( 50.1 )
+Added: Common stock dividends ($ 0.11 per share)
+Added: — ( 18.6 ) — — ( 18.6 )
+Added: Balance at June 30, 2026 $ 1.7 $ 2,797.8 $ ( 1,059.6 ) $ ( 80.8 ) $ 1,659.1
+Added: (1) During the three and six months ended June 30, 2026, the Company issued 60,468 and 1,158,270 shares of common stock, upon the exercise of stock options, vesting of restricted stock units and performance stock units, and for other common stock issuances, respectively.
+Added: During the three and six months ended June 30, 2025, the Company issued 109,796 and 597,933 shares of common stock, upon the exercise of stock options, vesting of restricted stock units and performance stock units, and for other common stock issuances, respectively.
Share Repurchase Program
3 unchanged sentences
however, the program will continue until the maximum amount of dollars authorized have been expended or until it is modified or terminated by the Board of Directors.
−Removed: During the three months ended March 31, 2026, the Company repurchased 1,047,291 shares of common stock at a total cost of $ 50.0 million at an average price of $ 47.71 per share.
−Removed: During the three months ended March 31, 2025, the Company repurchased 2,272,022 shares of common stock at a total cost of $ 77.4 million at an average price of $ 34.07 per share.
+Added: During the three months ended June 30, 2026, the Company repurchased 1,028,534 shares of common stock at a total cost of $ 49.6 million at an average price of $ 48.26 per share.
+Added: During the six months ended June 30, 2026, the Company repurchased 2,075,825 shares of common stock at a total cost of $ 99.6 million at an average price of $ 47.98 per share.
+Added: During the three months ended, June 30, 2025, the Company repurchased 972,619 shares of common stock at a total cost of $ 32.5 million at an average price of $ 33.41 per share.
+Added: During the six months ended June 30, 2025, the Company
+Added: repurchased 3,244,641 shares of common stock at a total cost of $ 109.9 million at an average price of $ 33.87 per share.
The repurchased shares were canceled by the Company upon receipt.
−Removed: Approximately $ 432.1 million of the existing authority remained under the Repurchase Program at March 31, 2026.
+Added: Approximately $ 382.5 million of the existing authority remained under the Repurchase Program at June 30, 2026.
Accumulated Other Comprehensive Loss
−Removed: The changes in accumulated other comprehensive loss, net of tax, for the three months ended March 31, 2026, are as follows (in millions):
−Removed: Foreign Currency Translation and Other Pension and Other Postretirement Plans Total
+Added: The changes in accumulated other comprehensive loss, net of tax, for the six months ended June 30, 2026, are as follows (in millions):
+Added: Foreign Currency Translation Adjustments Pension and Other Postretirement Plans Total
Balance at December 31, 2025 $ ( 76.6 ) $ ( 0.1 ) $ ( 76.7 )
−Removed: Other comprehensive income before reclassifications ( 1.6 ) — ( 1.6 )
−Removed: Net current period other comprehensive income (loss) ( 1.6 ) — ( 1.6 )
−Removed: Balance at March 31, 2026 $ ( 78.2 ) $ ( 0.1 ) $ ( 78.3 )
−Removed: There were no amounts reclassified from accumulated other comprehensive loss to net income during the three months ended March 31, 2026 and 2025.
+Added: Other comprehensive loss before reclassifications ( 4.1 ) — ( 4.1 )
+Added: Net current period other comprehensive loss ( 4.1 ) — ( 4.1 )
+Added: Balance at June 30, 2026 $ ( 80.7 ) $ ( 0.1 ) $ ( 80.8 )
+Added: There were no amounts reclassified from accumulated other comprehensive loss to net income during the six months ended June 30, 2026 and 2025.
The major classes of inventories are summarized as follows (in millions):
−Removed: March 31, 2026 December 31, 2025
+Added: June 30, 2026 December 31, 2025
Finished goods $ 254.5 $ 241.3
5 unchanged sentences
Goodwill and Intangible Assets
−Removed: The changes in the net carrying value of goodwill for the three months ended March 31, 2026, are presented below (in millions):
+Added: The changes in the net carrying value of goodwill for the six months ended June 30, 2026, are presented below (in millions):
Net carrying amount as of December 31, 2025 $ 795.0
Currency translation adjustments ( 1.8 )
−Removed: Net carrying amount as of March 31, 2026 $ 794.4
−Removed: The gross carrying amount and accumulated amortization for each major class of identifiable intangible assets as of March 31, 2026 and December 31, 2025 are as follows (in millions):
−Removed: March 31, 2026
+Added: Net carrying amount as of June 30, 2026 $ 793.2
+Added: The gross carrying amount and accumulated amortization for each major class of identifiable intangible assets as of June 30, 2026 and December 31, 2025 are as follows (in millions):
+Added: June 30, 2026
Weighted Average Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount
13 unchanged sentences
Total intangible assets, net 16 years $ 1,340.0 $ ( 505.0 ) $ 835.0
−Removed: Intangible asset amortization expense totaled $ 14.6 million and $ 14.7 million for the three months ended March 31, 2026 and March 31, 2025, respectively.
−Removed: The Company expects to recognize amortization expense on the intangible assets subject to amortization of $ 58.6 million in the year ending December 31, 2026 (inclusive of the $ 14.6 million of amortization expense recognized in the three months ended March 31, 2026), $ 58.6 million in 2027, $ 58.5 million in 2028, $ 58.5 million in 2029, $ 58.5 million in 2030 and $ 57.9 million in 2031.
+Added: Intangible asset amortization expense totaled $ 14.7 million and $ 14.6 million for the three months ended June 30, 2026 and June 30, 2025, respectively.
+Added: Intangible asset amortization expense totaled $ 29.3 million and $ 29.3 million for the six months ended June 30, 2026 and June 30, 2025, respectively.
+Added: The Company expects to recognize amortization expense on the intangible assets subject to amortization of $ 58.6 million in the year ending December 31, 2026 (inclusive of the $ 29.3 million of amortization expense recognized in the six months ended June 30, 2026), $ 58.6 million in 2027, $ 58.5 million in 2028, $ 58.5 million in 2029, $ 58.5 million in 2030 and $ 57.9 million in 2031.
Other Current Liabilities
Other current liabilities are summarized as follows (in millions):
−Removed: March 31, 2026 December 31, 2025
+Added: June 30, 2026 December 31, 2025
Commissions $ 13.7 $ 9.1
16 unchanged sentences
Long-term debt is summarized as follows (in millions):
−Removed: March 31, 2026 December 31, 2025
+Added: June 30, 2026 December 31, 2025
Term loan (1) $ 477.1 $ 476.4
3 unchanged sentences
Long-term debt $ 497.7 $ 495.6
−Removed: (1) Includes unamortized debt issuance costs of $ 3.6 million and $ 4.0 million at March 31, 2026 and December 31, 2025, respectively.
+Added: (1) Includes unamortized debt issuance costs of $ 3.3 million and $ 4.0 million at June 30, 2026 and December 31, 2025, respectively.
Senior Secured Credit Facility
15 unchanged sentences
1 dated as of July 1, 2022, executed by Elkay and its domestic subsidiaries, and certain other collateral documents.
−Removed: The Credit Agreement contains representations, warranties, covenants and events of default, including, without limitation, a financial covenant under which the Borrowers are obligated to maintain on a consolidated basis, as of the end of each fiscal quarter, a maximum Total Net Leverage Ratio (as defined in the Credit Agreement) of not greater than 4.00 to 1.00 (increasing to 4.50 to 1.00 at the Borrowers' election in conjunction with a Material Acquisition (as defined in the Credit Agreement)).
−Removed: As of March 31, 2026, the Borrowers were in compliance with all applicable covenants under the Credit Agreement.
+Added: The Credit Agreement contains representations, warranties, covenants and events of default, including, without limitation, a financial covenant under which the Borrowers are obligated to maintain on a consolidated basis, as of the end of
+Added: each fiscal quarter, a maximum Total Net Leverage Ratio (as defined in the Credit Agreement) of not greater than 4.00 to 1.00 (increasing to 4.50 to 1.00 at the Borrowers' election in conjunction with a Material Acquisition (as defined in the Credit Agreement)).
+Added: As of June 30, 2026, the Borrowers were in compliance with all applicable covenants under the Credit Agreement.
The Credit Agreement provides for the issuance of a term loan facility in an aggregate principal amount of $ 550.0 million.
7 unchanged sentences
In the event the Borrowers’ Net First Lien Leverage Ratio is less than or equal to 1.80 to 1.00, the applicable margin on both base rate and SOFR borrowings would decrease by 0.25 %.
−Removed: The Borrowers’ Net First Lien Leverage Ratio was 0.57 to 1.00 as of March 31, 2026, and therefore the applicable margin is 2.00 %.
−Removed: At March 31, 2026 and for the three months then ended, the borrowings under the Term Loan had weighted-average effective interest rates of 5.78 % and 5.80 %, respectively.
+Added: The Borrowers’ Net First Lien Leverage Ratio was 0.36 to 1.00 as of June 30, 2026, and therefore the applicable margin is 2.00 %.
+Added: At June 30, 2026 and for the six months then ended, the borrowings under the Term Loan had weighted-average effective interest rates of 5.77 % and 5.78 %, respectively.
Revolving Credit Facility
2 unchanged sentences
The applicable margin ranges from 0.25 % in the case of base rate borrowings and 1.25 % in the case of SOFR borrowings, when the Net First Lien Leverage Ratio is less than or equal to 1.50 to 1.00, to 0.75 % in the case of base rate borrowings and 1.75 % in the case of SOFR borrowings, when the Net First Lien Leverage Ratio is greater than 3.75 to 1.00.
−Removed: The Borrowers’ Net First Lien Leverage Ratio was 0.57 to 1.00 as of March 31, 2026.
+Added: The Borrowers’ Net First Lien Leverage Ratio was 0.36 to 1.00 as of June 30, 2026.
The Borrowers are also required to pay a quarterly commitment fee on the average daily unused portion of the Revolving Credit Facility for each fiscal quarter and fees in connection with the issuance of letters of credit.
1 unchanged sentence
In February 2026, in connection with Amendment No.
−Removed: 3, the Company capitalized $ 3.0 million of debt issuance costs as deferred financing costs on long-term borrowings, and wrote off $ 0.4 million of unamortized deferred financing costs related to lenders who exited the Revolving Credit Facility, which is included in other income, net in the condensed consolidated statements of operations.
−Removed: At March 31, 2026 and December 31, 2025, there were no amounts borrowed under the Revolving Credit Facility.
−Removed: As of March 31, 2026 and December 31, 2025, $ 9.9 million and $ 10.1 million, respectively, of the Revolving Credit Facility was considered utilized in connection with outstanding letters of credit.
+Added: 3, the Company capitalized $ 3.0 million of debt issuance costs as deferred financing costs on long-term borrowings, and wrote off $ 0.4 million of unamortized deferred financing costs related to lenders who exited the Revolving Credit Facility, which is included in other income (expense), net in the condensed consolidated statements of operations.
+Added: At June 30, 2026 and December 31, 2025, there were no amounts borrowed under the Revolving Credit Facility.
+Added: As of June 30, 2026 and December 31, 2025, $ 9.7 million and $ 10.1 million, respectively, of the Revolving Credit Facility was considered utilized in connection with outstanding letters of credit.
Finance Leases
−Removed: At March 31, 2026 and December 31, 2025, the Company had finance lease obligations of $ 22.2 million and $ 20.1 million, respectively.
+Added: At June 30, 2026 and December 31, 2025, the Company had finance lease obligations of $ 22.0 million and $ 20.1 million, respectively.
Fair Value Measurements
19 unchanged sentences
Deferred compensation short-term and long-term plan liabilities are classified within Compensation and benefits and Other liabilities, respectively, on the condensed consolidated balance sheets.
−Removed: The following table provides a summary of the Company's assets and liabilities that were recognized at fair value on a recurring basis as of March 31, 2026 and December 31, 2025 (in millions):
−Removed: Fair Value as of March 31, 2026
+Added: The following table provides a summary of the Company's assets and liabilities that were recognized at fair value on a recurring basis as of June 30, 2026 and December 31, 2025 (in millions):
+Added: Fair Value as of June 30, 2026
Level 1 Level 2 Level 3 Total
5 unchanged sentences
Deferred compensation plan liabilities 22.9 — — 22.9
−Removed: There were no transfers of assets between levels at March 31, 2026 and December 31, 2025, respectively.
+Added: There were no transfers of assets between levels at June 30, 2026 and December 31, 2025, respectively.
Fair Value of Non-Derivative Financial Instruments
−Removed: The carrying amounts of cash, receivables, payables and accrued liabilities approximated fair value at March 31, 2026 and December 31, 2025, due to the short-term nature of those instruments.
−Removed: The fair value of long-term debt as of March 31, 2026 and December 31, 2025, was approximately $ 505.0 million and $ 502.9 million, respectively.
+Added: The carrying amounts of cash, receivables, payables and accrued liabilities approximated fair value at June 30, 2026 and December 31, 2025, due to the short-term nature of those instruments.
+Added: The fair value of long-term debt as of June 30, 2026 and December 31, 2025, was approximately $ 504.8 million and $ 502.9 million, respectively.
The fair value is based on quoted market prices for the same instruments.
3 unchanged sentences
The following table presents changes in the Company’s product warranty liability (in millions):
−Removed: Three Months Ended
−Removed: March 31, 2026 March 31, 2025
+Added: Six Months Ended
+Added: June 30, 2026 June 30, 2025
Balance at beginning of period $ 6.6 $ 4.9
8 unchanged sentences
Although it is not possible to predict with certainty the outcome of these unresolved legal actions or the range of possible loss or recovery, based upon current information, management believes the eventual outcome of these unresolved legal actions, either individually or in the aggregate, will not have a material adverse effect on the financial position, results of operations or cash flows of the Company.
+Added: Divestiture of Zurn Industries, LLC
+Added: On December 15, 2023, Zurn Holdings, Inc.
+Added: sold all of the equity interests of its direct subsidiary Zurn Industries, LLC, together with Zurn Industries’ direct and indirect subsidiaries that held certain liabilities, certain assets and cash, in a stock sale transaction to an unaffiliated buyer.
+Added: During the three months ended June 30, 2026, the Company received and recorded a purchase price adjustment of $ 4.4 million related to the settlement of an insurance coverage dispute in other income (expense), net in the condensed consolidated statements of operations.
+Added: As previously disclosed, the Company was the importer of record and paid reciprocal tariffs on certain imported raw materials and products under the International Emergency Economic Powers Act (“IEEPA”).
+Added: On February 20, 2026, the U.S.
+Added: Supreme Court ruled that such IEEPA reciprocal tariffs were not authorized under the statute.
+Added: Subsequently, a process was established for importers to seek refunds of previously paid IEEPA reciprocal tariffs.
+Added: During the three and six months ended June 30, 2026, in accordance with ASC 450, the Company applied the gain contingency model and recognized approximately $ 47.6 million of refunds for previously paid IEEPA reciprocal tariffs as a reduction to cost of sales in the condensed consolidated statements of operations.
+Added: As of June 30, 2026, the Company is continuing to evaluate its eligibility for additional tariff refunds associated with prior import activity.
+Added: These potential recoveries are subject to ongoing administrative processes, legal considerations, and claim validation procedures, and the ultimate amount and timing of any additional refunds remain uncertain.
Retirement Benefits
3 unchanged sentences
During the year ended December 31, 2025, the Company entered into an agreement to purchase annuities from a third-party annuity provider and contributed $ 4.3 million to fund the liquidation of the Pension Plan.
−Removed: As a result, Pension Plan liabilities were settled and the Pension Plan was exited during the third quarter of 2025, resulting in a pre-tax settlement gain of $ 10.0 million from accumulated other comprehensive loss to other income, net in the condensed consolidated statements of operations.
−Removed: The components of net periodic (income) cost are as follows (in millions):
−Removed: Three Months Ended
−Removed: March 31, 2026 March 31, 2025
+Added: As a result, Pension Plan liabilities were settled and the Pension Plan was exited during the third quarter of 2025, resulting in a pre-tax settlement gain of $ 10.0 million from accumulated other comprehensive loss to other income (expense), net in the condensed consolidated statements of operations.
+Added: The components of net periodic benefit cost are as follows (in millions):
+Added: Three Months Ended Six Months Ended
+Added: June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Pension Benefits:
+Added: Service cost $ 0.1 $ — $ 0.1 $ —
Interest cost 0.1 2.9 0.2 5.7
1 unchanged sentence
Curtailment — — — ( 0.7 )
−Removed: Net periodic (income) cost $ 0.1 $ ( 0.2 )
+Added: Net periodic benefit cost $ 0.1 $ 0.6 $ 0.2 $ 0.4
Other Postretirement Benefits:
Interest cost $ 0.1 $ 0.1 $ 0.2 $ 0.2
−Removed: Net periodic cost $ 0.1 $ 0.1
−Removed: The service cost component of net periodic (income) cost is presented within cost of sales and selling, general and administrative expenses in the condensed consolidated statements of operations, while the other components of net periodic (income) cost are presented within other income, net.
+Added: Net periodic benefit cost $ 0.1 $ 0.1 $ 0.2 $ 0.2
+Added: The service cost component of net periodic benefit cost is presented within cost of sales and selling, general and administrative expenses in the condensed consolidated statements of operations, while the other components of net periodic benefit cost are presented within other income (expense), net.
The Company recognizes the net actuarial gains or losses in excess of the corridor in operating results during the final quarter of each fiscal year (or upon any required re-measurement event).
2 unchanged sentences
The Zurn Elkay Water Solutions Corporation Performance Incentive Plan (the "Plan") is utilized to provide performance incentives to the Company's officers, employees, directors and certain others by permitting grants of equity awards (for common stock), as well as performance-based cash awards, to such persons to encourage them to maximize the Company's performance and create value for the Company's stockholders.
−Removed: For the three months ended March 31, 2026 and March 31, 2025, the Company recognized $ 11.7 million and $ 10.5 million of stock-based compensation expense, respectively.
−Removed: During the three months ended March 31, 2026, the Company granted the following stock options, restricted stock units, performance stock units, and common stock to directors, executive officers, and certain other employees:
+Added: For the three months ended June 30, 2026 and June 30, 2025, the Company recognized $ 9.2 million and $ 9.0 million of stock-based compensation expense, respectively.
+Added: For the six months ended June 30, 2026 and June 30, 2025, the Company recognized $ 20.9 million and $ 19.5 million of stock-based compensation expense, respectively.
+Added: During the six months ended June 30, 2026, the Company granted the following stock options, restricted stock units, performance stock units, and common stock to directors, executive officers, and certain other employees:
Award Type Number of Awards Weighted Average Grant-Date Fair Value
6 unchanged sentences
The number of shares of Company common stock available for purchase under the ESPP is 2,000,000 shares, subject to adjustment in the event of a change in capitalization.
−Removed: During the three months ended March 31, 2026 and March 31, 2025, the Company issued 20,749 and 27,295 shares of common stock, respectively.
−Removed: As of March 31, 2026, 1,863,872 shares remained available for future issuance.
−Removed: During the three months ended March 31, 2026 and March 31, 2025, the Company recognized $ 0.2 million and $ 0.2 million of stock-based compensation expense related to the ESPP, respectively.
+Added: During the three and six months ended June 30, 2026, the Company issued 16,879 and 37,628 shares of common stock, respectively.
+Added: During the three and six months ended June 30, 2025, the Company issued 18,403 and 45,698 shares of common stock, respectively.
+Added: As of June 30, 2026, 1,846,993 shares remained available for future issuance.
+Added: During the three and six months ended June 30, 2026, the Company recognized $ 0.1 million and $ 0.3 million of stock-based compensation expense related to the ESPP, respectively.
+Added: During the three and six months ended June 30, 2025, the Company recognized $ 0.1 million and $ 0.3 million of stock-based compensation expense related to the ESPP, respectively.
See Note 13, Stock-Based Compensation, to the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, for further information regarding stock-based compensation.
6 unchanged sentences
The CODM assesses the Company’s performance and makes capital allocation decisions based on net income from continuing operations as reported in the consolidated statement of operations.
−Removed: This metric is used to monitor forecasted to actual and budgeted results and
−Removed: benchmarking to our peers.
−Removed: The following table includes segment revenue, significant expense items and segment profit as viewed by the CODM for the three months ended March 31, 2026 and March 31, 2025 (in millions):
−Removed: Three Months Ended
−Removed: March 31, 2026 March 31, 2025
+Added: This metric is used to monitor forecasted to actual and budgeted results and benchmarking to our peers.
+Added: The following table includes segment revenue, significant expense items and segment profit as viewed by the CODM for the three and six months ended June 30, 2026 and June 30, 2025 (in millions):
+Added: Three Months Ended Six Months Ended
+Added: June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Net sales $ 491.0 $ 444.5 $ 924.0 $ 833.3
3 unchanged sentences
Segment profit (Net income from continuing operations) $ 112.5 $ 50.1 $ 171.4 $ 91.1
−Removed: (1) Other segment items include restructuring and other similar charges, amortization of intangible assets, interest expense, net, other income, net, and provision for income taxes.
+Added: (1) For the three and six months ended June 30, 2026, cost of sales includes the receipt of a $ 47.6 million IEEPA reciprocal tariff refund.
+Added: See Note 14, Commitments and Contingencies for further information.
+Added: (2) Other segment items include restructuring and other similar charges, amortization of intangible assets, interest expense, net, other income (expense), net, and provision for income taxes.
Segment net sales, amortization of intangible assets, interest expense, net, and provision for income taxes are included on the condensed consolidated statement of operations.
Segment assets are included on the condensed consolidated balance sheet and segment depreciation, stock-based compensation expense, non-cash restructuring charges, and expenditures for property, plant and equipment are included on the condensed consolidated statement of cash flows.
−Removed: Interest income for the three months ended March 31, 2026 and March 31, 2025 was $ 2.1 million and $ 1.7 million, respectively.
+Added: Interest income for the three months ended June 30, 2026 and June 30, 2025 was $ 2.1 million and $ 1.4 million, respectively.
+Added: Interest Income for the six months ended June 30, 2026 and June 30, 2025 was $ 4.2 million and $ 3.1 million, respectively.
+Added: Subsequent Events
+Added: Acquisition of Intellihot
+Added: On July 21, 2026, the Company acquired 100 % of the stock of Intellihot, Inc.
+Added: ("Intellihot") for a total preliminary cash purchase price of approximately $ 108.5 million, excluding transaction costs and net of cash acquired.
+Added: The preliminary purchase price is subject to customary post-closing adjustments.
+Added: Intellihot, based in Vernon Hills, Illinois, is a leader in tankless water heater solutions serving the healthcare, education, hospitality and commercial end markets.
+Added: The Company's financial position and results from operations will include Intellihot subsequent to July 20, 2026.
+Added: As of the date of this filing, the Company has not completed the preliminary allocation of the purchase price to the assets acquired and liabilities assumed.
+Added: This acquisition is not expected to have a material impact on the Company's consolidated financial statements.
+Added: On July 23, 2026, the Company's Board of Directors declared a quarterly cash dividend on the Company's common stock of $ 0.11 per-share to be paid on September 4, 2026, to stockholders of record as of August 20, 2026.
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.